Integer Holdings Corp 10-Q for FY2026 Q3
Integer Holdings Corp (ITGR)
10-Q
2026-10-29
For: 2026-10-02
View Original
Added on
October 29, 2026
About this 10-Q
Integer Holdings Corp filed this 10-Q on October 29, 2026, covering the quarter ended October 2, 2026 (FY2026 Q3).
Integer Holdings Corporation’s August 2, 2026 merger agreement provides $127 in cash per common share, with closing anticipated by the end of 2026. Third-quarter income from continuing operations fell to $15.0 million from $39.7 million. AI summary
Headline figures
Quarter ended October 2, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $449.66M
- down 3.9% from $467.69M a year earlier
- Net income
- $14.98M
- down 62.3% from net income of $39.68M a year earlier
- Diluted EPS
- $0.43
- down 61.3% from $1.11 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM 10-Q
_____________________________________________________________
(Mark One) | ||||||||
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended October 2, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ____ to ____
Commission File Number 1-16137
_____________________________________________________________
(Exact name of Registrant as specified in its charter)
_____________________________________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(214 ) 618-5243
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||||||||
| Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the Company’s common stock, $0.001 par value per share, as of October 23, 2026 was: 33,997,337 shares.
INTEGER HOLDINGS CORPORATION
Form 10-Q
For the Quarterly Period Ended October 2, 2026
TABLE OF CONTENTS
| Page | |||||||||||
| ITEM 1. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 3. | |||||||||||
| ITEM 4. | |||||||||||
| ITEM 1. | |||||||||||
| ITEM 1A. | |||||||||||
| ITEM 2. | |||||||||||
| ITEM 5. | |||||||||||
| ITEM 6. | |||||||||||
- 2 -
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
| (in thousands except share and per share data) | October 2, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of provision for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Contract assets | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease assets | |||||||||||
| Financing lease assets | |||||||||||
| Other long-term assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Operating lease liabilities | |||||||||||
| Financing lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 -
INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (in thousands except per share data) | October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research, development and engineering | |||||||||||||||||||||||
| Restructuring and other charges | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| (Gain) loss on equity investments | ( | ( | ( | ||||||||||||||||||||
| Other loss, net (see Note 6) | |||||||||||||||||||||||
| Income from continuing operations before taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | |||||||||||||||||||||||
| Basic earnings per share | |||||||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | |||||||||||||||||||||||
| Diluted earnings per share | |||||||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Comprehensive Income | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Change in fair value of cash flow hedges, net of tax | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 -
INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Nine Months Ended | |||||||||||
| (in thousands) | October 2, 2026 | September 26, 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Debt related charges included in interest expense | |||||||||||
| Debt conversion inducement expense | |||||||||||
| Stock-based compensation | |||||||||||
| Non-cash fixed asset impairment | |||||||||||
| Non-cash lease expense | |||||||||||
| Non-cash (gains) losses on equity investments | ( | ||||||||||
| Contingent consideration fair value adjustment | ( | ( | |||||||||
| Other non-cash losses | |||||||||||
| Deferred income taxes | |||||||||||
| Gain on sale of discontinued operations | ( | ||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Contract assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Income taxes | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisition of property, plant and equipment | ( | ( | |||||||||
| Purchase of equity and other investments | ( | ||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Settlement of working capital from sale of discontinued operations | ( | ||||||||||
| Other investing activities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Principal payments of long-term debt | ( | ||||||||||
| Proceeds from issuance of convertible notes, net of discount | |||||||||||
| Proceeds from revolving credit facility | |||||||||||
| Payments of revolving credit facility | ( | ( | |||||||||
| Purchase of capped calls | ( | ||||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Repurchases of common stock | ( | ||||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Tax withholdings related to net share settlements of restricted stock unit awards | ( | ( | |||||||||
| Principal payments on finance leases | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | ( | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 -
INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (in thousands) | October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||||
| Total stockholders’ equity, beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Common stock and additional paid-in capital | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Stock awards exercised or vested | ( | ( | ( | ( | |||||||||||||||||||
| Stock-based compensation (inclusive of capitalized stock-based compensation) | |||||||||||||||||||||||
| Capped calls related to the issuance of 2030 Notes, net of tax | ( | ||||||||||||||||||||||
| Partial conversion of convertible notes due 2028 Notes and partial unwind of related capped calls, net of tax | |||||||||||||||||||||||
| Issuance of common stock for acquisition | |||||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Treasury stock | |||||||||||||||||||||||
| Balance, beginning of period | ( | ( | ( | ||||||||||||||||||||
Treasury shares purchased, including excise tax for 2026 | ( | ( | |||||||||||||||||||||
| Treasury shares reissued | |||||||||||||||||||||||
| Balance, end of period | ( | ( | ( | ( | |||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Balance, beginning of period | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Accumulated other comprehensive income | |||||||||||||||||||||||
| Balance, beginning of period | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Balance, end of period | |||||||||||||||||||||||
| Total stockholders’ equity, ending balance | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 6 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(1.) BASIS OF PRESENTATION
Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly-traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is a medical device contract development and manufacturing organization, primarily serving the cardio and vascular, neuromodulation, and cardiac rhythm management markets. The Company’s primary customers include large, multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.
The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025.
In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates.
The third quarter and first nine months of 2026 ended on October 2 and consisted of 91 days and 275 days, respectively. The third quarter and first nine months of 2025 ended on September 26 and consisted of 91 days and 269 days, respectively.
Pending Acquisition
On August 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Transaction”), by and among the Company, Armstrong Parent, Inc., a Delaware corporation (“Parent”), and Armstrong Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a leading global investment firm. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is consummated, the Company’s securities will be delisted from NYSE as soon as practicable following the Effective Time (defined below), and the Company will become a privately held company. Under, and subject to, the terms of the Merger Agreement, at the effective time of the Merger, Company stockholders will have the right to receive $127 per share in cash, without interest. The Company’s board of directors unanimously approved the Transaction and the Transaction was approved by the requisite vote of the Company’s stockholders.
On September 14, 2026, the Company filed with the SEC, a definitive proxy statement on Schedule 14A (the “Proxy Statement”), containing more information about the Merger Agreement and the Merger.
On September 29, 2026, the Company received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Transaction is anticipated to close by the end of 2026, subject to the satisfaction or waiver of customary closing conditions specified in the Merger Agreement, including the receipt of required regulatory approvals.
Discontinued Operations
The Company sold Electrochem Solutions, Inc. (“Electrochem”) during the fourth quarter of 2024. The results of operations of the Electrochem business are classified as discontinued operations. There has been no activity from discontinued operations since an immaterial non-cash loss in the first quarter of 2025.
- 7 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(1.) BASIS OF PRESENTATION (Continued)
Recent Accounting Pronouncements
In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), SEC, or other authoritative accounting bodies to determine the potential impact they may have on the financial position, results of operations or cash flows of the Company. Other than those discussed below, management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material effect on the financial position, results of operations or cash flows of the Company.
Accounting Guidance to be Adopted in Future Periods
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU will affect only the Company’s disclosures and will not impact its results of operations or financial condition. The Company is currently evaluating the timing of its adoption.
(2.) BUSINESS ACQUISITIONS
2025 Acquisitions
Precision Coating LLC Acquisition
On January 7, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of certain subsidiaries of Katahdin Industries, Inc., including its main operating subsidiary, Precision Coating LLC (collectively “Precision”). Prior to the acquisition, Precision was a privately-held manufacturer specializing in high value surface coating technology platforms, including fluoropolymer, anodic coatings, ion treatment solutions and laser processing.
The total consideration transferred was $153.5 million, including contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $1.4 million, representing the Company’s obligation, under the purchase agreement, to make an additional payment of up to $5.0 million based on a specified revenue growth milestone being met in 2025. The revenue growth milestone for Precision was not met for 2025, and the Company determined that no additional consideration was required to be paid.
VSi Parylene Acquisition
On February 28, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Vertical Solutions, Inc., d/b/a VSi Parylene (“VSi”). Prior to the acquisition VSi was a privately-held full-service provider of parylene coating solutions, primarily focused on complex medical device applications.
The total consideration transferred was $24.0 million, including shares of Integer’s common stock (“Common Stock”) with a fair value of $4.0 million, contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $1.1 million, representing the Company’s obligation, under the purchase agreement, to make additional payments of up to $4.0 million, in the aggregate, based on specified annual revenue growth milestones being met through 2028. See Note 13, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
Biocoat Incorporated
On December 4, 2025, the Company acquired certain assets of Biocoat Incorporated (“Biocoat”). Prior to the acquisition, Biocoat was a privately-held manufacturer specializing in high value surface coating technology platforms, including UV and thermal cure hydrophilic coatings.
The total consideration transferred was $15.0 million, including contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $7.0 million, representing the Company’s obligation, under the purchase agreement, to make an additional payment of up to $7.0 million based on specified operational milestones being met after close. See Note 13, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
- 8 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(2.) BUSINESS ACQUISITIONS (Continued)
The Company has finalized the purchase price allocation for Precision and VSi and has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the Biocoat acquisition. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as property and equipment, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future, including in ways which could be material.
During the first quarter of 2026, certain immaterial measurement period adjustments related to Biocoat were made which resulted in a decrease to property, plant and equipment and an increase to other noncurrent assets. These measurement period adjustments resulted in an immaterial decrease in goodwill when compared to the balance as of December 31, 2025. The changes to the preliminary fair value estimates resulting from the measurement period adjustments recorded during the first quarter of 2026 did not have a material impact to the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income.
The following table summarizes the final purchase price for Precision and VSi and preliminary purchase price allocation for Biocoat (in thousands):
| Precision | VSi | Biocoat | Total | ||||||||||||||||||||
| Fair value of net assets acquired | |||||||||||||||||||||||
| Current assets (excluding inventory) | $ | $ | $ | $ | |||||||||||||||||||
| Inventory | |||||||||||||||||||||||
| Property, plant and equipment | |||||||||||||||||||||||
| Goodwill | |||||||||||||||||||||||
| Intangible assets: | |||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||
| Technology | |||||||||||||||||||||||
| Operating lease assets | |||||||||||||||||||||||
| Other noncurrent assets | |||||||||||||||||||||||
| Current liabilities | ( | ( | ( | ( | |||||||||||||||||||
| Operating lease liabilities (noncurrent) | ( | ( | ( | ( | |||||||||||||||||||
| Fair value of net assets acquired | $ | $ | $ | $ | |||||||||||||||||||
- 9 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(3.) SUPPLEMENTAL FINANCIAL STATEMENT DISCLOSURES
Supplemental Cash Flow Information
The following is supplemental information, including discontinued operations, relating to the Condensed Consolidated Statements of Cash Flows (in thousands):
| Nine Months Ended | |||||||||||
| October 2, 2026 | September 26, 2025 | ||||||||||
| Noncash investing and financing activities: | |||||||||||
| Property, plant and equipment purchases included in accounts payable | $ | $ | |||||||||
| Accrued excise tax associated with share repurchases | |||||||||||
| Common stock issued for conversion of debt | |||||||||||
| Common stock received under capped call upon conversion of debt | |||||||||||
| Write-off of unamortized deferred costs and original issue discount upon conversion of debt included in Additional paid in capital | |||||||||||
| Common stock issued for acquisition | |||||||||||
| Supplemental lease disclosures: | |||||||||||
| Assets acquired under operating leases | |||||||||||
| Assets acquired under finance leases | |||||||||||
Factoring Arrangements
The Company has receivable factoring arrangements, pursuant to which certain receivables may be sold on a non-recourse basis to financial institutions. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the nine months ended October 2, 2026 and September 26, 2025, the Company sold accounts receivable of $35.5 million and $201.8 million, respectively. The Company recorded factoring fees of $0.1 million for the nine months ended October 2, 2026, compared to $0.5 million and $1.4 million, respectively, for the three and nine months ended September 26, 2025.
Supplier Financing Arrangements
The Company utilizes supplier financing arrangements with financial institutions to sell certain accounts receivable on a non-recourse basis. Fees for supplier financing arrangements are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the nine months ended October 2, 2026 and September 26, 2025, the Company sold and de-recognized accounts receivable of $124.2 million and $131.9 million, respectively. The Company recorded costs associated with the supplier financing arrangements of $0.4 million and $1.3 million, respectively, for the three and nine months ended October 2, 2026, compared to $0.6 million and $1.6 million, respectively, for the three and nine months ended September 26, 2025.
(4.) INVENTORIES
Inventories comprise the following (in thousands):
| October 2, 2026 | December 31, 2025 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total | $ | $ | |||||||||
- 10 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(5.) GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
The changes in the carrying amount of goodwill for the nine months ended October 2, 2026 were as follows (in thousands):
| Medical | |||||||||||||||||
| December 31, 2025 | $ | ||||||||||||||||
| Biocoat acquisition-related adjustments (Note 2) | ( | ||||||||||||||||
| Foreign currency translation | ( | ||||||||||||||||
| October 2, 2026 | $ | ||||||||||||||||
Intangible Assets
Intangible assets comprise the following (in thousands):
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||
| October 2, 2026 | |||||||||||||||||||||||
| Definite-lived: | |||||||||||||||||||||||
| Purchased technology and patents | $ | $ | ( | $ | |||||||||||||||||||
| Customer lists | ( | ||||||||||||||||||||||
| Amortizing tradenames and other | ( | ||||||||||||||||||||||
| Total amortizing intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| Indefinite-lived: | |||||||||||||||||||||||
| Trademarks and tradenames | $ | ||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Definite-lived: | |||||||||||||||||||||||
| Purchased technology and patents | $ | $ | ( | $ | |||||||||||||||||||
| Customer lists | ( | ||||||||||||||||||||||
| Amortizing tradenames and other | ( | ||||||||||||||||||||||
| Total amortizing intangible assets | $ | $ | ( | $ | |||||||||||||||||||
| Indefinite-lived: | |||||||||||||||||||||||
| Trademarks and tradenames | $ | ||||||||||||||||||||||
Aggregate intangible asset amortization expense comprises the following (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Total intangible asset amortization expense | $ | $ | $ | $ | |||||||||||||||||||
Estimated future intangible asset amortization expense based on the carrying value as of October 2, 2026 is as follows (in thousands):
| Remainder of 2026 | 2027 | 2028 | 2029 | 2030 | After 2030 | ||||||||||||||||||||||||||||||
| Amortization Expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
- 11 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(6.) DEBT
Long-term debt comprises the following (in thousands):
| October 2, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Principal Amount | Unamortized Discounts and Issuance Costs | Net Carrying Amount | Principal Amount | Unamortized Discounts and Issuance Costs | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Senior Secured Credit Facilities: | |||||||||||||||||||||||||||||||||||
| Revolving credit facilities | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Term loan A | ( | ( | |||||||||||||||||||||||||||||||||
| 2028 Notes | ( | ( | |||||||||||||||||||||||||||||||||
| 2030 Notes | ( | ( | |||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Current portion of long-term debt | |||||||||||||||||||||||||||||||||||
| Long-term debt | $ | $ | |||||||||||||||||||||||||||||||||
The Company’s debt structure includes senior secured credit facilities (the “Senior Secured Credit Facilities”), unsecured 2.125 % Convertible Senior Notes due in 2028 (the “2028 Notes”), and unsecured 1.875 % Convertible Senior Notes due in 2030 (the “2030 Notes,” and together with the 2028 Notes, the “Convertible Notes”). For additional details regarding the Company’s debt financing, refer to Note 9, “Debt” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Senior Secured Credit Facilities
In September 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), governing the Senior Secured Credit Facilities. As of October 2, 2026, the Company maintained Senior Secured Credit Facilities consisting of a five-year $800 million revolving credit facility (the “Revolving Credit Facility”) and a five-year “term A” loan (the “TLA Facility”). A portion of the Revolving Credit Facility is available for swingline loans of up to a sublimit of $75 million and for the issuance of standby letters of credit of up to a sublimit of $40 million.
Revolving Credit Facility
The Revolving Credit Facility matures on February 15, 2028, and provides for revolving loans in an aggregate amount of $800 million. As of October 2, 2026, the Company had available borrowing capacity on the Revolving Credit Facility of $764.7 million after giving effect to outstanding borrowings and $5.3 million of outstanding standby letters of credit. Borrowings under the Revolving Credit Facility bear interest at a rate based on the secured overnight financing rate (“SOFR”) for the applicable interest period plus an adjustment of 0.10 % per annum, in relation to any loan in U.S. dollars, and the Euro Interbank Offered Rate, in relation to any loan in Euros, plus a margin based on the Company’s Secured Net Leverage Ratio (as defined in the 2021 Credit Agreement). Swingline loans bear interest at a rate based on SOFR plus a margin based on the Company’s Secured Net Leverage Ratio. In addition, the Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which ranges between 0.15 % and 0.25 %, depending on the Company’s Secured Net Leverage Ratio. As of October 2, 2026, the commitment fee on the unused portion of the Revolving Credit Facility was 0.15 %. As of October 2, 2026, the interest rate on the Revolving Credit Facility was 5.26 %.
On March 25, 2026, the Company entered into a fifth amendment (the “Fifth Amendment”) to the 2021 Credit Agreement. The Fifth Amendment amended the terms of the 2021 Credit Agreement to, among other things, increase the portion of the Revolving Credit Facility that is available for swingline loans up to a sublimit of $75 million and to permit swingline loans to bear interest, at the Company’s option, at a rate based on SOFR plus a margin.
TLA Facility
The TLA Facility matures on February 15, 2028. During 2025, the Company prepaid the required quarterly principal installments under the TLA Facility through maturity. The interest rate terms for the TLA Facility are the same as those described above for the Revolving Credit Facility borrowings in U.S. dollars. As of October 2, 2026, the interest rate on the TLA Facility was 5.26 %.
- 12 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(6.) DEBT (Continued)
Contractual principal maturities under the Senior Secured Credit Facilities as of October 2, 2026, are as follows (in thousands):
| Remainder of 2026 | 2027 | 2028 | ||||||||||||||||||||||||||||||||||||
| Future minimum principal payments | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Covenants
The 2021 Credit Agreement contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of the lenders under the Revolving Credit Facility and the TLA Facility, which require the Company not to exceed a specified maximum Total Net Leverage Ratio (as defined in the 2021 Credit Agreement) and an interest coverage ratio as of the end of each fiscal quarter. As of October 2, 2026, the Company was in compliance with these financial covenants.
Convertible Notes
The following table summarizes certain terms related to the Company’s current outstanding Convertible Notes:
| Convertible Notes | Maturity Date | Annual Coupon Rate | Annual Effective Interest Rate | Payment Dates for Semi-Annual Interest Payments in Arrears | ||||||||||||||||||||||||||||
| 2028 Notes | February 15, 2028 | February 15 and August 15 | ||||||||||||||||||||||||||||||
| 2030 Notes | March 15, 2030 | March 15 and September 15 | ||||||||||||||||||||||||||||||
Conversion and Redemption Terms of the Notes
The Company’s Notes will mature at their maturity date unless earlier repurchased, redeemed or converted. The Convertible Notes’ initial conversion terms are summarized below:
| Convertible Notes | Free Convertibility Date | Initial Conversion Rate per $1,000 Principal | Initial Conversion Price | Redemption Date | ||||||||||||||||||||||||||||
| 2028 Notes | November 15, 2027 | 11.4681 | $ | February 20, 2026 | ||||||||||||||||||||||||||||
| 2030 Notes | December 15, 2029 | 6.6243 | $ | March 20, 2028 | ||||||||||||||||||||||||||||
The conversion rate is subject to standard anti-dilutive adjustments and adjustments upon the occurrence of specified events.
The Company will settle conversions of the Convertible Notes by paying cash up to the aggregate principal amount of the applicable Convertible Notes to be converted, and cash, shares of Common Stock or a combination thereof, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. The holders of the Convertible Notes may convert all or a portion of such Notes, in multiples of $1,000 principal amounts, prior to certain specified dates (each, a “Free Convertibility Date”) only under the following circumstances (in each case, as applicable to each series of Convertible Notes):
•during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % (for the 2028 Notes) and 150 % (for the 2030 Notes) of the conversion price on each applicable trading day;
•during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the applicable indenture) per $1,000 principal amount of the notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the Common Stock and the conversion rate in effect on each such trading day;
•if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events (as set forth in the applicable indenture).
On or after the applicable Free Convertibility Date until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders of the Convertible Notes may convert all or any portion of the Convertible Notes at their option at the conversion rate then in effect, regardless of the foregoing circumstances.
- 13 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(6.) DEBT (Continued)
The conditional conversion feature of the 2028 Notes was triggered during the calendar quarter ended September 30, 2026, therefore, the 2028 Notes are convertible during the calendar quarter ending December 31, 2026 pursuant to the applicable last reported sales price condition. If a conversion request occurs, the Company has the intent and ability to refinance the amounts that may become due with respect to the 2028 Notes using the available borrowing capacity under the Revolving Credit Facility. As such, the obligations associated with the 2028 Notes continue to be classified as a long-term liability on the Condensed Consolidated Balance Sheet at October 2, 2026. The conditional conversion feature of the 2030 Notes was not triggered during the calendar quarter ended September 30, 2026, therefore, the 2030 Notes are not convertible during the calendar quarter ended December 31, 2026 pursuant to the applicable last reported sales price condition. Any determination regarding the convertibility of the 2028 Notes and 2030 Notes during future periods will be made in accordance with the terms of the respective indenture governing the 2028 Notes and 2030 Notes.
If the Company undergoes a fundamental change (as defined in the applicable indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of such Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100 % of the principal amount of such Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event or during the relevant redemption period.
The Company may not redeem the Convertible Notes prior to certain dates (the “Redemption Date”). On or after the applicable Redemption Date, the Company may redeem for cash all or any portion of the Convertible Notes if the last reported sale price of its Common Stock has been at least 130 % (for the 2028 Notes) and 140 % (for the 2030 Notes) of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (as defined in the 2030 Notes Indenture).
Convertible Notes Exchange Transactions
On March 18, 2025, the Company used a portion of the remaining net proceeds from the issuance of the 2030 Notes to exchange $383.7 million in aggregate principal amount of the 2028 Notes for an aggregate cash exchange consideration of $384.4 million in cash and 1,553,806 shares of Common Stock (the “Note Exchange Transactions”). The Note Exchange Transactions were considered an induced conversion and, as a result, the Company recorded $46.7 million during the first quarter of 2025 in induced conversion expense within Other loss, net in the Consolidated Statements of Operations. Contemporaneously with the Note Exchange Transactions, the Company terminated a portion of the capped call transactions related to the 2028 Notes and received 436,963 shares of common stock.
Fair Value of the Notes
As of October 2, 2026, the estimated fair value of the 2028 Notes and 2030 Notes was approximately $171.3 million and $1,019.0 million, respectively. As of December 31, 2025, the estimated fair value of the 2028 Notes and 2030 Notes was approximately $131.5 million and $930.0 million, respectively. The estimated fair value of the Convertible Notes was determined through consideration of quoted market prices. The fair value of the Convertible Notes is categorized in Level 2 of the fair value hierarchy.
Capped Calls
In connection with the issuance of the 2028 Notes and 2030 Notes, the Company entered into privately negotiated capped calls (the “2028 Capped Calls” and “2030 Capped Calls”) (collectively, the “Capped Calls”) with certain financial institutions. The Capped Calls are generally expected to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes if the market price per share of the Company’s Common Stock is greater than the strike price of the applicable Capped Call (which corresponds to the initial conversion price of the applicable Convertible Notes and is subject to certain adjustments under the terms of the applicable Capped Call), with such reduction and/or offset subject to a cap based on the cap price of the applicable Capped Calls (the “Initial Cap Price”).
Each of the Capped Calls has an initial cap price per share of the Company’s Common Stock, which represented a premium over the last reported sale price of the Company’s Common Stock on the date the corresponding Convertible Notes were priced, and is subject to certain adjustments under the terms of the corresponding agreements. Collectively, the Capped Calls cover, initially, the number of shares of Common Stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes.
- 14 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(6.) DEBT (Continued)
The initial terms for the Capped Calls are presented below:
| Capped Calls | Maturity Date | Initial Strike Price | Initial Cap Price | |||||||||||||||||||||||||||||||||||
| 2028 Capped Calls | February 15, 2028 | $ | $ | |||||||||||||||||||||||||||||||||||
| 2030 Capped Calls | March 15, 2030 | $ | $ | |||||||||||||||||||||||||||||||||||
For accounting purposes, the Capped Calls are separate transactions, and not integrated with the issuance of the Convertible Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The Convertible Notes and the Capped Calls will be integrated for tax purposes. The accounting impact of this tax treatment results in the Capped Calls being deductible as original issue discount for tax purposes over the term of the Convertible Notes, generating a deferred tax asset which is recognized through equity. The premiums paid for the Capped Calls were recorded, net of a deferred tax asset, as a reduction to additional paid-in capital when they were entered into.
A portion of the 2028 Capped Calls were terminated during the quarter ended March 28, 2025 in conjunction with the Note Exchange Transactions. The fair value of the terminated portion of the 2028 Capped Calls was $26.9 million, which was recorded as an increase to additional paid-in capital. The Company also recorded income tax expense of $4.1 million and a corresponding reduction to the deferred tax asset associated with the terminated portion of the 2028 Capped Calls.
(7.) STOCK-BASED COMPENSATION
The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee (the “Compensation Committee”) of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, performance awards, time-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.
On February 27, 2026, upon recommendation of the Compensation Committee, the Board adopted, subject to stockholder approval, the Integer Holdings Corporation 2026 Omnibus Incentive Plan (the “2026 Plan”). The Company’s stockholders approved the 2026 Plan at the Company’s 2026 annual meeting of stockholders on May 20, 2026, at which time the 2026 Plan replaced the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”) and the Company ceased granting any new awards under the 2021 Plan.
The number of shares initially reserved for issuance under the 2021 Plan was (i) 1,450,000 plus (ii) the total number of shares of common stock available for issuance under the 2016 Plan, plus (iii) any shares of common stock that are subject to awards forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2016 Plan. The aggregate number of shares initially reserved for issuance under the 2026 Plan is (i) 1,000,000 shares of common stock plus (ii) the total number of shares of our common stock available for issuance under the 2021 Plan, plus (iii) any shares of common stock that are subject to awards outstanding under the 2021 Plan that are later forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2021 Plan. Each of the Company’s 2016 Stock Incentive Plan, 2011 Stock Incentive Plan, 2009 Stock Incentive Plan and 2005 Stock Incentive Plan has expired, and no shares are available for issuance under these expired plans.
Stock-based Compensation Expense
The classification of stock-based compensation expense was as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Cost of sales | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Research, development and engineering | |||||||||||||||||||||||
| Restructuring and other charges | ( | ||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
- 15 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(7.) STOCK-BASED COMPENSATION (Continued)
Modification of Awards
On April 21, 2025, the Board approved a planned leadership succession under which Joseph W. Dziedzic, the Company’s then President and Chief Executive Officer, continued in that role through October 24, 2025, transitioned to a non‑executive special advisor role, and separated from the Company on March 31, 2026. In connection with his separation, and pursuant to an executive retirement agreement dated April 22, 2025, Mr. Dziedzic received retirement eligibility treatment for his outstanding equity awards in exchange for a release of claims and an extension of post‑termination restrictive covenants.
Effective March 31, 2026, Mr. Dziedzic’s unvested RSUs vested in full, and his outstanding PRSUs vested on a prorated basis in accordance with the applicable award agreements. The PRSUs remain subject to achievement of the applicable performance conditions and will be paid, if earned, pursuant to the original award terms. Absent this modification, all unvested RSUs and PRSUs would have been forfeited upon separation.
The modification was accounted for under ASC 718. On March 31, 2026, the Company reversed previously recognized compensation expense and recognized compensation cost based on the fair value of the modified awards, as follows:
•RSUs: 15,333 unvested RSUs vested immediately, resulting in compensation cost of $1.3 million based on a fair value of $88.00 per share. Previously recognized expense of $0.3 million was reversed, and $1.3 million was recognized on March 31, 2026.
•PRSUs—financial performance conditions: The prorated outstanding awards totaled 18,573 PRSUs, with a fair value of $1.6 million based on a share price of $88.00 . Previously recognized expense of $2.1 million was reversed, and $1.6 million was recognized on March 31, 2026. These awards are no longer subject to a service requirement but remain subject to financial performance conditions.
•PRSUs—market‑based performance conditions: The prorated outstanding awards totaled 16,292 PRSUs, with a fair value of $1.4 million determined using a Monte Carlo valuation model. Previously recognized expense of $2.1 million was reversed, and $1.4 million was recognized on March 31, 2026. These awards are no longer subject to a service requirement but remain subject to market‑based performance conditions.
The incremental impact of the modification was recognized within stock‑based compensation expense during the three months ended April 3, 2026.
Stock Options
The following table summarizes the Company’s stock option activity for the nine month period ended October 2, 2026:
| Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (In Years) | Aggregate Intrinsic Value (In Millions) | ||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Outstanding and exercisable at October 2, 2026 | $ | $ | |||||||||||||||||||||
Time-Based Restricted Stock Units
Most RSUs granted to employees during the nine months ended October 2, 2026 vest over a period of three years from the grant date, subject to the recipient’s continuous service to the Company. RSUs are issued to non-employee members of the Board as a portion of their annual retainer and vest quarterly over a period of one year . Non-employee directors that take office other than on the date of an annual meeting receive a prorated portion of the annual equity retainer, as of the date he or she takes office. Any prorated annual equity retainer will vest in equal installments on each regularly scheduled vesting date applicable to non-employee directors who have continuously served since the most recent annual meeting. The grant-date fair value of all RSUs is equal to the closing market price of Integer common stock on the date of grant.
- 16 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(7.) STOCK-BASED COMPENSATION (Continued)
The following table summarizes RSU activity for the nine month period ended October 2, 2026:
| Time-Vested Activity | Weighted Average Grant Date Fair Value | ||||||||||
| Nonvested at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Nonvested at October 2, 2026 | $ | ||||||||||
Performance-Based Restricted Stock Units
For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned (0 % to 200 % of the target award) depends on the achievement of financial and market-based performance conditions, or upon the consummation of a change in control. The financial performance conditions are based on the Company’s sales targets over a three year performance period. The market-based performance conditions are based on the Company’s achievement of a relative total shareholder return performance requirement, on a percentile basis, compared to a defined group of peer companies over a three year performance period.
The following table summarizes PRSU activity for the nine month period ended October 2, 2026:
| Performance- Vested Activity | Weighted Average Grant Date Fair Value | ||||||||||
| Nonvested at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
Performance adjustment(a) | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Nonvested at October 2, 2026 | $ | ||||||||||
__________
(a)Represents additional PRSUs earned related to above-target achievement of performance conditions, the achievement of which was based upon predefined performance targets established by the Compensation Committee at the initial grant date.
The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market-based performance conditions. The grant-date fair value of all other PRSUs is equal to the closing market price of the Common Stock on the date of grant. The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:
| Nine Months Ended | |||||||||||
| October 2, 2026 | September 26, 2025 | ||||||||||
| Weighted average fair value | $ | $ | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Expected volatility | % | % | |||||||||
| Expected life (in years) | |||||||||||
| Expected dividend yield | % | % | |||||||||
The valuation of the market-based PRSUs granted during 2026 and 2025 also reflects a weighted average illiquidity discount of 10.98 % and 8.78 %, respectively, related to a period of up to one-year that recipients are restricted from selling, transferring, pledging or assigning the underlying shares, in the event of vesting.
- 17 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(8.) RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges comprise the following (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
Acquisition and integration costs | |||||||||||||||||||||||
| Other general expenses | |||||||||||||||||||||||
Total restructuring and other charges | $ | $ | $ | $ | |||||||||||||||||||
Restructuring programs
Operational excellence
The Company’s operational excellence initiatives mainly consist of costs associated with executing on its sales force, manufacturing, business process and performance excellence operational strategic imperatives. These projects focus on changing the Company’s organizational structure to match product line growth strategies and customer needs, transitioning its manufacturing process into a competitive advantage and standardizing and optimizing its business processes.
Strategic reorganization and alignment
The Company’s strategic reorganization and alignment initiatives primarily include those that align resources with market conditions and the Company’s strategic direction in order to enhance the profitability of its portfolio of products.
Manufacturing alignment to support growth
The Company’s manufacturing alignment to support growth initiatives are designed to reduce costs, improve operating efficiencies or increase capacity to accommodate growth, which may involve relocation or consolidation of manufacturing operations.
The following table comprises restructuring and restructuring-related charges (gains) by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Restructuring charges: | |||||||||||||||||||||||
Restructuring and other charges | $ | $ | $ | $ | |||||||||||||||||||
Restructuring-related expenses(a): | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Selling, general and administrative | ( | ||||||||||||||||||||||
| Research, development and engineering | ( | ||||||||||||||||||||||
Total restructuring and restructuring-related charges | $ | $ | $ | $ | |||||||||||||||||||
__________
(a) Restructuring-related expenses primarily include retention bonuses, consulting expenses, professional fees and equipment relocation costs.
- 18 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(8.) RESTRUCTURING AND OTHER CHARGES (Continued)
The following table summarizes the activity for restructuring reserves (in thousands):
| Operational excellence | Strategic reorganization and alignment | Manufacturing alignment to support growth | Total | ||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Charges incurred, net of reversals | |||||||||||||||||||||||
| Non-cash charges incurred (included above) | ( | ( | |||||||||||||||||||||
| Cash payments | ( | ( | ( | ( | |||||||||||||||||||
| October 2, 2026 | $ | $ | $ | $ | |||||||||||||||||||
Acquisition and integration costs
Acquisition and integration costs primarily consist of professional fees directly related to completed and contemplated business acquisitions and costs to integrate the systems, processes and organizations acquired, including expenses (benefit) recognized during the period to adjust the fair value of acquisition-related contingent consideration liabilities. In addition, acquisition and integration costs included $0.7 million recorded during the first quarter of 2026 related to an investment in a convertible debt instrument. See Note 13, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration and the convertible debt instrument.
Acquisition and integration costs comprise the following (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Acquisition costs | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Integration costs | |||||||||||||||||||||||
| Acquisition and integration costs | $ | $ | $ | $ | |||||||||||||||||||
| Fair value adjustments included in acquisition costs | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Other general expenses
During the nine months ended October 2, 2026 and September 26, 2025, the Company recorded expenses related to other initiatives not described above, which includes termination benefits and gains and losses in connection with the disposal or impairment of property, plant and equipment.
The Company incurred expense related to termination benefits from actions to align labor with manufacturing volumes during 2025 and 2026. These expenses totaled $2.9 million and $4.4 million for the third quarter and first nine months ended October 2, 2026, respectively, and $6.2
During the third quarter and first nine months ended October 2, 2026, the Company recognized fixed asset impairment charges of $1.2 million and $7.1 million, respectively, related to certain manufacturing equipment. The impairments were triggered by revised expectations and cash flow projections during the second and third quarters of 2026 regarding the future use of these assets, which indicated that their carrying values were no longer recoverable. The impairment charges were recorded within Restructuring and other charges in the Condensed Consolidated Statement of Operations. The fair value of the impaired assets was determined using both an income-based and a market-based valuation approach, based on a combination of company-specific projected cash flows, market participant assumptions, estimated proceeds from disposition, and other relevant market information, all of which are Level 3 unobservable inputs within the fair value hierarchy. As a result, the carrying value of the affected assets were written down to their respective fair values.
- 19 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(9.) INCOME TAXES
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Income from continuing operations before taxes | $ | $ | $ | $ | |||||||||||||||||||
| Provision (benefit) for income taxes | |||||||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the third quarter and first nine months of 2026 is due principally to the net impact of the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S. federal rate, the Net CFC Tested Income (“NCTI”), (formerly Global Intangible Low-Taxed Income (“GILTI”) tax), the Foreign Derived Deduction Eligible Income (“FDDEI”), (formerly, Foreign Derived Intangible Income (“FDII”) deduction), the availability of tax credits and the recognition of certain discrete tax items. The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the third quarter and first nine months of 2025 was due principally to the impact of the Convertible Notes Exchange Transactions, including the nondeductible induced conversion expense and reduction of future original issue discount amortization for U.S. income tax purposes. To a lesser extent, the remaining difference between the Company’s effective tax rate and the U.S. federal statutory income tax rate are consistent with the differences recognized in the third quarter and first nine months of 2026 including the net impact of the Company’s earnings outside the U.S., the NCTI, GILTI tax, FDDEI, the availability of tax credits and the recognition of certain discrete tax items.
For the third quarter and first nine months of 2026, the Company recorded discrete tax benefits of $0.5 million and $4.1 million, respectively. For the third quarter and first nine months of 2025, the Company recorded discrete tax benefits of $2.3 million and $4.5 million, respectively. The discrete tax benefit for the third quarter and first nine months of 2026 relates predominantly to a favorable provision to return adjustments, partially offset by shortfalls recognized upon the vesting of RSUs. The discrete tax benefits for the third quarter and first nine months of 2025 were predominately related to favorable provision to return adjustments attributable to the 2024 U.S. tax return.
Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements. As of October 2, 2026, the Company had unrecognized tax benefits of approximately $3.3 million, substantially all of which would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized.
For a description of the Company’s significant tax matters, reference is made to the financial statements as of and for the year ended December 31, 2025 and Note 13 thereto included in the Company’s 2025 Annual Report.
- 20 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(10.) COMMITMENTS AND CONTINGENCIES
Contingent Consideration Arrangements
The Company records contingent consideration liabilities related to the earn-out provisions for certain acquisitions. See Note 13, “Financial Instruments and Fair Value Measurements” for additional information.
Litigation
On December 10, 2025, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against Integer and certain of its executives, captioned West Palm Beach Firefighters’ Pension Fund v. Integer Holdings Corporation, et al. In March 2026, the court appointed Pembroke Pines Pension Fund for Firefighters and Police Officers as lead plaintiff and recaptioned the case as Pembroke Pines Pension Fund for Firefighters and Police Officers v. Integer Holdings Corporation. An amended complaint was subsequently filed on April 10, 2026 and alleged violations of the securities laws in the company’s public disclosures. On June 18, 2026, the court granted defendants’ motion to dismiss the amended complaint, and the judgment was later entered on October 19, 2026. On July 22, 2026, the plaintiff filed a notice of appeal.
In addition, the Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.
- 21 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(11.) EARNINGS PER SHARE (“EPS”)
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Numerator for basic and diluted EPS: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Denominator for basic and diluted EPS: | |||||||||||||||||||||||
| Weighted average shares outstanding - Basic | |||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||
| Dilutive impact of Convertible Notes | |||||||||||||||||||||||
| Weighted average shares outstanding - Diluted | |||||||||||||||||||||||
| Basic earnings per share: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
The following table sets forth potential shares of Common Stock that are not included in the diluted earnings per share calculation above because to do so would be anti-dilutive for the periods indicated (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Stock options and RSUs | |||||||||||||||||||||||
| PRSUs | |||||||||||||||||||||||
| Common Stock issuable upon conversion of the 2028 Notes | |||||||||||||||||||||||
- 22 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(12.) STOCKHOLDERS’ EQUITY
Common Stock
The following is a summary of the number of shares of Common Stock issued and outstanding for the nine month periods ended October 2, 2026 and September 26, 2025:
| Issued | Treasury Stock | Outstanding | |||||||||||||||
| Beginning balance at December 31, 2025 | ( | ||||||||||||||||
| Stock options exercised | |||||||||||||||||
| Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes | |||||||||||||||||
| Repurchases of common stock | — | ( | ( | ||||||||||||||
| Ending balance at October 2, 2026 | ( | ||||||||||||||||
| Beginning balance at December 31, 2024 | ( | ||||||||||||||||
| Stock options exercised | — | ||||||||||||||||
| Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes | — | ||||||||||||||||
| Stock issued upon conversion of convertible debt | — | ||||||||||||||||
| Exercise of capped call upon conversion of convertible debt | — | ( | ( | ||||||||||||||
| Stock issued for acquisition | — | ||||||||||||||||
| Ending balance at September 26, 2025 | ( | ||||||||||||||||
Share Repurchase Program
On November 4, 2025, the Company announced that the Board had approved a share repurchase program whereby the Company may, from time to time, repurchase on the open market, in privately-negotiated purchases, including accelerated repurchases, or otherwise, up to $200.0 million of its common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date and will continue until otherwise suspended or terminated. The Share Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares and may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Shares of our common stock repurchased under the Share Repurchase Program are classified as treasury stock and recorded at cost on the Consolidated Balance Sheets.
On February 19, 2026, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Bank of America, N.A. ("Bank of America") to repurchase approximately $50.0 million of common stock under the Share Repurchase Program. Under the terms of the ASR Agreement, the Company paid Bank of America $50.0 million on February 19, 2026 and on that date received initial delivery of 462,535 shares, representing approximately 80 % of the shares to be repurchased over the course of the ASR Agreement. On April 2, 2026, Bank of America delivered 127,070 additional shares which completed the ASR Agreement totaling 589,605 repurchased shares. The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average price of the Company’s Common Stock during the repurchase period under the ASR Agreement, less a discount, which was $84.80 over the term of the ASR Agreement. The Company used available cash and borrowings under our credit facility to fund the repurchase of the common shares under the ASR Agreement. As of October 2, 2026, the Company had $100 million of capacity remaining under the Share Repurchase Program.
- 23 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(12.) STOCKHOLDERS’ EQUITY (Continued)
Accumulated Other Comprehensive Income
Accumulated other comprehensive income (“AOCI”) comprises the following (in thousands):
| Defined Benefit Plan Liability | Cash Flow Hedges | Foreign Currency Translation Adjustment | Total Pre-Tax Amount | Tax | Net-of-Tax Amount | ||||||||||||||||||||||||||||||
| July 3, 2026 | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Unrealized loss on cash flow hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Realized gain on foreign currency hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency translation loss | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||
| October 2, 2026 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||
| December 31, 2025 | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Unrealized loss on cash flow hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Realized gain on foreign currency hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency translation loss | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||
| October 2, 2026 | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||
| June 27, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Unrealized gain on cash flow hedges | — | — | ( | ||||||||||||||||||||||||||||||||
| Realized gain on foreign currency hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency translation gain | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||
| September 26, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Unrealized gain on cash flow hedges | — | — | ( | ||||||||||||||||||||||||||||||||
| Realized gain on foreign currency hedges | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||
| Foreign currency translation gain | — | — | |||||||||||||||||||||||||||||||||
| September 26, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
- 24 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.
The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and may use derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets.
The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):
| Fair Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| October 2, 2026 | |||||||||||||||||||||||
| Assets: Foreign currency hedging contracts | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: Foreign currency hedging contracts | |||||||||||||||||||||||
| Liabilities: Contingent consideration | |||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Liabilities: Foreign currency hedging contracts | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: Contingent consideration | |||||||||||||||||||||||
Derivatives Designated as Hedging Instruments
Foreign Currency Contracts
The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges.
Information regarding outstanding foreign currency forward contracts as of October 2, 2026 is as follows (dollars in thousands):
| Notional Amount | Maturity Date | $/Foreign Currency | Fair Value | Balance Sheet Location | ||||||||||||||||||||||||||||
| $ | Oct 2027 | MXN Peso | $ | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||
| Oct 2027 | MYR Ringgit | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||||
| Oct 2027 | UYU Peso | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||||
| Oct 2027 | Euro | ( | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||
| Oct 2027 | MXN Peso | ( | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||
| Oct 2027 | MYR Ringgit | ( | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||
| Oct 2027 | UYU Peso | ( | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||
| Dec 2027 | MXN Peso | ( | Other long-term liabilities | |||||||||||||||||||||||||||||
- 25 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Information regarding outstanding foreign currency forward contracts as of December 31, 2025 is as follows (dollars in thousands):
| Notional Amount | Maturity Date | $/Foreign Currency | Fair Value | Balance Sheet Location | ||||||||||||||||||||||||||||
| $ | Oct 2026 | Euro | $ | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||
| Oct 2026 | UYU Peso | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||||
| Dec 2026 | MXN Peso | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||||
| Oct 2026 | MYR Ringgit | Prepaid expenses and other current assets | ||||||||||||||||||||||||||||||
| Apr 2027 | MXN Peso | Other long-term assets | ||||||||||||||||||||||||||||||
| Jul 2026 | Euro | ( | Accrued expenses and other current liabilities | |||||||||||||||||||||||||||||
The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended October 2, 2026 and September 26, 2025 (in thousands):
| Three Months Ended | ||||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | |||||||||||||||||||||||||
| Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | |||||||||||||||||||||||
| Sales | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | |||||||||||||||||||||||||
| Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | Total | Amount of Gain (Loss) on Cash Flow Hedge Activity | |||||||||||||||||||||||
| Sales | $ | $ | ( | $ | $ | |||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Operating expenses | ( | |||||||||||||||||||||||||
- 26 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
| Unrealized Gain (Loss) Recognized in OCI | Realized Gain (Loss) Reclassified from AOCI | |||||||||||||||||||||||||||||||
| Three Months Ended | Location in Statements of Operations and Comprehensive Income | Three Months Ended | ||||||||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | ( | Sales | $ | ( | $ | ||||||||||||||||||||||||
| Foreign exchange contracts | ( | Cost of sales | ||||||||||||||||||||||||||||||
| Foreign exchange contracts | ( | Operating expenses | ||||||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | Sales | $ | ( | $ | |||||||||||||||||||||||||
| Foreign exchange contracts | Cost of sales | |||||||||||||||||||||||||||||||
| Foreign exchange contracts | ( | Operating expenses | ( | |||||||||||||||||||||||||||||
The Company expects to reclassify net losses totaling $2.1 million related to its cash flow hedges from AOCI into earnings during the next twelve months.
Derivatives Not Designated as Hedging Instruments
The Company also has foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. To minimize foreign currency exposure, the Company enters into foreign currency contracts with a one month maturity. At October 2, 2026 and December 31, 2025, the Company had total notional amounts of $42.0 million and $73.4 million, respectively, of foreign currency contracts outstanding that were not designated as hedges. The fair value of derivatives not designated as hedges was not material for any period presented. Gains/losses on foreign currency contracts not designated as hedging instruments are included in Other loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company recorded net losses of $0.1 million and $0.4 million, respectively, for the three and nine months ended October 2, 2026, compared to net losses of $0.3 million and $2.1 million, respectively, for the three and nine months ended September 26, 2025.
Contingent Consideration
The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and nine months ended October 2, 2026 and September 26, 2025 (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Fair value measurement at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
Amount recorded for current year acquisitions | |||||||||||||||||||||||
| Fair value measurement adjustment | ( | ( | ( | ||||||||||||||||||||
| Fair value measurement at end of period | $ | $ | $ | $ | |||||||||||||||||||
As of October 2, 2026, the contingent consideration liability was classified as current. As of December 31, 2025, the current and non-current portions of the contingent consideration liability were $7.0 million and $1.2 million, respectively. Any current portion of contingent consideration is included in Accrued expenses and other current liabilities and any non-current portion is included in Other long-term liabilities on the Condensed Consolidated Balance Sheets.
The Company will make earnout payments in 2026 of up to $7.0 million based on the achievement of specified milestones being met in 2026. The significant unobservable inputs used to calculate the fair value of the contingent consideration for all acquisitions other than Biocoat are projected revenue for the remaining earnout periods. The payment related to the Biocoat acquisition is contingent upon specified operational milestones being met after close.
- 27 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
During the three months ended July 3, 2026, the Company assessed the probability of meeting the required revenue thresholds for the VSi acquisition as unlikely and recorded a fair value measurement adjustment totaling $1.2 million in Restructuring and other charges in the Condensed Consolidated Statements of Operations and Comprehensive Income. Actual results will differ from the projected results and could have a significant impact on the estimated fair value of the contingent considerations.
The following table provides information on unpaid contingent consideration as of October 2, 2026 (in thousands):
| As of October 2, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Maximum Remaining Payout (undiscounted) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition | Acquisition Date | RemainingMilestone Years | 2026 | 2027 | 2028 | 2029 | Total | Fair Value | ||||||||||||||||||||||||||||||||||||||||||
Biocoat | 12/04/25 | 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| VSi | 02/28/25 | 2026 - 2028 | ||||||||||||||||||||||||||||||||||||||||||||||||
| InNeuroCo | 10/01/23 | 2026 - 2027 | ||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items. Borrowings under the Company’s Revolving Credit Facility and TLA Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.
Equity and Other Investments
The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.
Equity and other investments comprise the following (in thousands):
| October 2, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Equity method investment | $ | $ | |||||||||||||||||||||
| Non-marketable equity securities | |||||||||||||||||||||||
| Convertible debt instrument | |||||||||||||||||||||||
Total equity and other investments | $ | $ | |||||||||||||||||||||
During the first quarter of 2026, the Company invested 12 million euro ($14.0 million) in a convertible debt instrument issued by a life sciences company that matures on December 31, 2035. The instrument has a stated interest of 4.55 %, payable periodically during the term of the instrument. Depending on certain operational and financial targets, the Company may invest an additional 3 million euro under the same terms. The instrument is senior to all other indebtedness, and is secured by the assets of the investee. The Company considered guidance within ASC 815 and concluded the conversion option did not require bifurcation as an embedded derivative instrument.
The components of (Gain) loss on equity investments for each period were as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Equity method investment (gain) loss | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of October 2, 2026 and December 31, 2025, the Company owned 8.0
- 28 -
INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(14.) SEGMENTS AND DISAGGREGATED REVENUE
The Company operates as one
The following table presents Property, Plant and Equipment (“PP&E”) by geographic area. In these tables, PP&E is aggregated based on the physical location of the tangible long-lived assets (in thousands):
| October 2, 2026 | December 31, 2025 | ||||||||||
| Long-lived tangible assets by geographic area: | |||||||||||
| United States | $ | $ | |||||||||
| Ireland | |||||||||||
| Mexico | |||||||||||
| Rest of world | |||||||||||
| Total | $ | $ | |||||||||
The following table presents sales by product line (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Cardio & Vascular | $ | $ | $ | $ | |||||||||||||||||||
Cardiac Rhythm Management & Neuromodulation | |||||||||||||||||||||||
| Other Markets | |||||||||||||||||||||||
| Total sales | $ | $ | $ | $ | |||||||||||||||||||
Revenue recognized from products and services transferred to customers over time represented 37 % and 38 %, respectively, of total revenue for the three and nine months ended October 2, 2026, compared to 33
The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of total revenues.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Customer A | |||||||||||||||||||||||
| Customer B | |||||||||||||||||||||||
| Customer C | |||||||||||||||||||||||
| All other customers | |||||||||||||||||||||||
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INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(14.) SEGMENTS AND DISAGGREGATED REVENUE (Continued)
The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of total revenues are shipped.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| United States | |||||||||||||||||||||||
| Costa Rica | * | * | |||||||||||||||||||||
| All other countries | |||||||||||||||||||||||
_____
* Less than 10% of total revenues for the period.
Contract Balances
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
| October 2, 2026 | December 31, 2025 | ||||||||||
| Contract assets | $ | $ | |||||||||
| Contract liabilities (included in Accrued expenses and other current liabilities) | |||||||||||
| Contract liabilities (included in Other long-term liabilities) | |||||||||||
During the three and nine months ended October 2, 2026, the Company recognized $0.5 million and $3.3 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2025. During the nine months ended September 26, 2025, the Company recognized $0.9 million and $2.7 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2024.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q should be read in conjunction with the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, please read this section in conjunction with our Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements contained herein.
Cautionary Note Regarding Forward-Looking Statements
Some statements contained in this report and other written and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include, but are not limited to, statements relating to:
•the proposed Merger (as defined herein), its timing and its consummation;
•our anticipated financial performance related to the Merger, including the benefits of and synergies related to the proposed Merger;
•potential strategic implications as a result of the proposed Merger;
•supply chain pressures on the Company and our business;
•future development and expected growth of our business and industry;
•the success of our acquisition strategy;
•our ability to develop new innovative products;
•our ability to execute our business model and our business strategy;
•the pipeline of opportunities we intend to pursue in our markets, as well as the timing of launch and value of new products;
•having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and
•projected contractual debt service obligations.
You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “forecast,” “outlook,” “assume,” “potential” or “continue” or variations or the negative counterparts of these terms or other comparable terminology. These statements are only predictions and are no guarantee of future performance, and investors should not place undue reliance on forward-looking statements as predictive of future results. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this report. We disclaim any obligation to publicly update or revise the forward-looking statements made in this report as a result of new information, future events or otherwise, except as required by law.
While it is not possible to create a comprehensive list of all factors that may cause actual results to differ from results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors include, but in no way are limited to, the following:
•risks related to the Merger, including the expected timing and likelihood of completion of the Merger, the timing, receipt and terms and conditions of any remaining required governmental and regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy the remaining conditions to the Merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of our common stock; the risk that the Merger and its announcement could have an adverse effect on the parties’ business relationships and business generally, including our ability to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk related to pending and potential litigation relating to the Merger that has been or could be instituted against us or our
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directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Merger which are not waived or otherwise satisfactorily resolved;
•operational risks, such as our dependence upon a limited number of customers; reductions, delays or cancellations in demand from any significant customer or group of customers; pricing pressures and contractual pricing restraints we face from customers; our reliance on third-party suppliers for raw materials, key products and subcomponents; the cost of raw materials, products and subcomponent that are incorporated into our products; trade regulations; changes in order forecasts; our ability to predict and meet the demand for our products; interruptions in our manufacturing operations; uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally; our ability to attract, train and retain a sufficient number of qualified associates to maintain and grow our business; the potential for harm to our reputation and competitive advantage caused by quality problems related to our products; our ability to successfully implement a new global enterprise resource planning (“ERP”) solution; our dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; global climate change and the emphasis on ESG (as defined below) matters by various stakeholders; our dependence upon our senior management team and key technical personnel; and consolidation in the healthcare industry both at a competitor and customer level, resulting in increased competition and pricing pressure;
•strategic risks, such as the intense competition we face and our ability to successfully market our current or new products; our ability to recover the R&D investments made in the development of new products; our customers in-sourcing or dual sourcing production; our ability to respond to changes in technology; our ability to develop new products and expand into new geographic and product markets; and our ability to successfully identify, make and integrate acquisitions to expand and develop our business in accordance with expectations;
•market, financial and indebtedness risks, such as our ability to accurately forecast future performance based on operating results that often fluctuate; the volatility of our stock price; our failure to meet our publicly announced outlook; the ability of our stock purchase program to enhance stockholder value; stockholder activism; our significant amount of outstanding indebtedness and our ability to remain in compliance with financial and other covenants under the credit agreement governing our senior secured credit facilities (“Senior Secured Credit Facilities”); economic and credit market uncertainties that could interrupt our access to capital markets, borrowings or financial transactions; the conditional conversion feature of the 2028 Notes (as defined below) and the 2030 Notes (as defined below) adversely impacting our liquidity; the conversion of our 2028 Notes and 2030 Notes; diluting ownership interests of existing holders of our common stock; the counterparty risk associated with our capped call transaction; the financial and market risks related to our international operations and sales; our complex international tax profile; and our ability to realize the full value of our intangible assets;
•legal and compliance risks, such as legal proceedings against us; regulatory issues resulting from product complaints, recalls or regulatory audits; the potential of becoming subject to product liability or intellectual property claims; our ability to protect our intellectual property and proprietary rights; our ability to comply with customer-driven policies and third-party standards or certification requirements; our ability to obtain and/or retain necessary licenses from third parties for new technologies; our ability and the cost to comply with environmental regulations; legal and regulatory risks from our international operations; the fact that the healthcare industry is highly regulated and subject to various regulatory changes; and our business being indirectly subject to healthcare industry cost containment measures and third-party coverage and reimbursement policies that could result in reduced sales of our products; and
•other risks and uncertainties that arise from time to time.
Unless otherwise noted, any forward-looking statement made by us in this Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we disclaim any obligation to update forward-looking statements in this Form 10-Q whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.
In this Form 10-Q, references to “Integer,” “we,” “us,” “our” and the “Company” mean Integer Holdings Corporation and its subsidiaries, unless the context indicates otherwise.
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The Merger
On August 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Transaction”), by and among the Company, Armstrong Parent, Inc., a Delaware corporation (“Parent”), and Armstrong Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a leading global investment firm. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is consummated, the Company’s securities will be delisted from NYSE as soon as practicable following the Effective Time (defined below), and the Company will become a privately held company. The Company’s board of directors unanimously approved the Transaction and the Transaction was approved by the requisite vote of the Company’s stockholders.
On September 14, 2026, the Company filed with the SEC, a definitive proxy statement on Schedule 14A (the “Proxy Statement”), containing more information about the Merger Agreement and the Merger.
On September 29, 2026, the Company received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Transaction is anticipated to close by the end of 2026, subject to the satisfaction or waiver of customary closing conditions specified in the Merger Agreement, including the receipt of required regulatory approvals.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.001 per share (the “Company Common Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Common Shares (i) held by the Company as a treasury share or owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time, (ii) held by any subsidiary of the Company immediately prior to the Effective Time and (iii) held by any person who is entitled to demand, and has properly demanded, appraisal in respect of such Company Common Shares pursuant to applicable law), will automatically be converted into the right to receive $127 in cash, without interest (the “Merger Consideration”).
Outstanding equity awards will generally be treated as follows: (i) vested restricted stock unit (“RSU”) awards and 50% (assessed on a tranche-by-tranche basis) of unvested RSU awards will be canceled in exchange for a cash amount based on the Merger Consideration, and paid as soon as practicable following the closing of the Merger, and the remaining 50% of unvested RSUs will be converted into a deferred cash award based on the Merger Consideration that vests and is based on the original RSU award’s vesting conditions (with certain termination vesting protections); (ii) performance stock unit (“PSU”) awards for which the performance period is completed but that have not yet been settled will be canceled in exchange for a cash amount equal to the Merger Consideration based on actual performance, and PSU awards with open performance periods will be converted into a cash amount based on the Merger Consideration assuming the greater of target and actual performance, with 50% (assessed on a tranche-by-tranche basis) of such amount being paid as soon as practicable following the closing of the Merger and the remaining 50% of such amount vesting and being paid based on the original PSU award’s service vesting conditions (with certain termination vesting protections and without regard to any performance conditions); and (iii) stock options will be vested and canceled in exchange for a cash amount equal to the excess (if any) of the Merger Consideration over the applicable exercise price.
The consummation of the Merger is subject to certain customary closing conditions set forth in the Merger Agreement, including: (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding Company Common Shares (the “Company Stockholder Approval”); (ii) the absence of any order issued by any governmental authority (whether temporary, preliminary or permanent) of competent jurisdiction, or applicable law prohibiting, rendering illegal or enjoining the consummation of the Merger; (iii) the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other applicable antitrust and foreign direct investment laws of certain jurisdictions; (iv) each party’s performance of and compliance with its covenants, obligations and agreements contained in the Merger Agreement in all material respects; (v) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and (vi) the accuracy of the representations and warranties of the parties in the Merger Agreement (subject to customary materiality qualifiers). The Merger is not subject to any financing condition, and Parent and Merger Sub have obtained equity and debt financing commitments for the Transaction.
Subject to certain exceptions, the Company has agreed not to solicit alternative acquisition proposals, engage in discussions with any third party regarding alternative acquisition proposals or change its recommendation to its stockholders in favor of the Merger.
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The Merger Agreement contains certain customary termination rights for each of the Company and Parent, including, (i) by mutual written agreement of the Company and Parent, (ii) if the Merger has not been consummated on or before May 2, 2027 (the “Outside Date”), (iii) any applicable order, writ, injunction, judgment or decree of any governmental authority (an “Order”) issued by any governmental authority of competent jurisdiction rendering illegal, or restraining, enjoining or otherwise prohibiting the consummation of the Merger and such Order has become final and nonappealable, (iv) the Company Stockholder Approval shall not have been obtained at a meeting of holders of the Company Common Shares (the “Company Stockholders Meeting”) or (v) the other party is in breach of any representation or warranty or failure to perform any covenant or agreement on the part of the respective parties in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured or, if curable, has not been cured within 20 business days after notice to the other party of such breach (or, if earlier, five business days prior to the Outside Date).
In addition, (i) the Company may also terminate the Merger Agreement (A) prior to receipt of the Company Stockholder Approval to accept a superior proposal, subject to Parent’s right to match such superior proposal and payment to Parent of the Company Termination Fee (as described below), or (B) in circumstances relating to Parent’s breach of the Merger Agreement or failure to consummate the Merger when it is required to do so under the Merger Agreement, subject to payment to the Company of the Parent Termination Fee (as defined below) and (ii) Parent may terminate the Merger Agreement, prior to receipt of the Company Stockholder Approval, if the Board of Directors changes its recommendation to the Company’s stockholders regarding the Merger Agreement (an “Adverse Recommendation Change”).
The Merger Agreement provides for the payment of termination fees upon termination of the Merger Agreement under certain specified circumstances. The Company will be obligated to pay Parent a termination fee of $154 million (the “Company Termination Fee”) if the Merger Agreement is terminated (i) by the Company to accept a superior proposal, (ii) by Parent following an Adverse Recommendation Change, or (iii) in certain circumstances by either Parent or the Company and prior to such termination a bona fide acquisition proposal is publicly announced or publicly disclosed and not publicly withdrawn or otherwise abandoned at least five business days prior to such termination of the Merger Agreement or the date of the Company Stockholders Meeting and the Company enters into a definitive agreement for, or consummates, a transaction involving an acquisition proposal within twelve months of such termination.
Parent will be obligated to pay the Company a termination fee of $307 million (the “Parent Termination Fee”) if the Merger Agreement is terminated in certain circumstances relating to Parent’s breach of the Merger Agreement or failure to consummate the Merger when it is required to do so under the Merger Agreement.
Our Business
Integer Holdings Corporation is one of the largest medical device contract development and manufacturing organizations in the world, serving the cardio and vascular, neuromodulation, and cardiac rhythm management markets. As a strategic partner of choice, we advance the goals of our medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation.
We operate our business in one segment and derive our revenues from three product lines: Cardio & Vascular, Cardiac Rhythm Management & Neuromodulation and Other Markets.
The third quarter and first nine months of 2026 ended on October 2 and consisted of 91 days and 275 days, respectively. The third quarter and first nine months of 2025 ended on September 26 and consisted of 91 days and 269 days, respectively.
Impact of Global Events
Our future results of operations and liquidity could be materially adversely affected by uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally characterized by the supply chain environment, inflationary pressure, changes in interest rates, disruptions in the commodities’ markets or in supply chain as a result of wars in Ukraine and the Middle East, the tensions in Asia relating to China and Taiwan, and the introduction of or changes in tariffs or trade barriers. The impact of these issues on our business will vary by geographic market and product line, but specific impacts to our business may include increased borrowing costs, labor shortages, disruptions in the supply chain, delayed or reduced customer orders and sales, delays in shipments to and from certain countries and potential increased expenses resulting from tariffs or other trade barriers.
We monitor economic conditions closely. In response to reductions in revenue, we can take actions to align our cost structure with changes in demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions and other developments.
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Business Acquisitions
We selectively evaluate acquisitions as a means to acquire additional technology or manufacturing capabilities to expand our product offering in our key existing growth markets. Consistent with our tuck-in acquisition strategy, since the beginning of 2022 we have completed the following acquisitions, including those that impact the comparability of our results between periods:
On December 4, 2025, we acquired certain assets of Biocoat. Prior to the acquisition, Biocoat was a privately-held manufacturer specializing in high value surface coating technology platforms, including UV and thermal cure hydrophilic coatings.
On February 28, 2025, we acquired substantially all of the assets and assumed certain liabilities of VSi. Prior to the acquisition, VSi was a privately-held full-service provider of parylene coating solutions, primarily focused on complex medical device applications.
On January 7, 2025, we acquired substantially all of the assets and assumed certain liabilities of Precision. Prior to the acquisition, Precision was a privately-held manufacturer specializing in high value surface coating technology platforms, including fluoropolymer, anodic coatings, ion treatment solutions and laser processing.
Refer to Note 2, “Business Acquisitions” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about the transactions above.
Financial Overview
Income from continuing operations for the third quarter and first nine months of 2026 was $15.0 million, or $0.43 per diluted share, and $55.1 million, or $1.60 per diluted share, respectively, compared to $39.7 million, or $1.11 per diluted share, and $54.2 million, or $1.52 per diluted share for the third quarter and first nine months of 2025, respectively. These variances are primarily the result of the following:
•Sales for the third quarter and first nine months of 2026 decreased $18.0 million and $28.2 million, respectively, when compared to the same periods in 2025, driven by lower Cardio & Vascular and Other Markets sales, partially offset by higher Cardiac Rhythm Management & Neuromodulation sales. Sales for the third quarter and first nine months of 2026 were impacted by lower sales related to lower than anticipated market adoption of three new products.
•Gross profit for the third quarter and first nine months of 2026 decreased $24.6 million and $51.5 million, respectively, primarily driven by lower fixed cost absorption due to lower production volumes and raw material price inflation.
•Operating expenses for the third quarter and first nine months of 2026 increased $3.6 million and $19.2 million, respectively, when compared to the same periods in 2025, primarily due to higher SG&A expenses and Research, development and engineering expense. Operating expenses as a percentage of sales were 16.3% and 14.9% for the third quarters of 2026 and 2025, respectively, and 17.0% and 15.2% for the first nine months of 2026 and 2025, respectively.
•Interest expense for the third quarter of 2026 increased $0.3 million compared to the same period in 2025 due to higher average debt balance outstanding, partially offset by lower losses from extinguishment of debt. Interest expense for the first nine months of 2026 decreased $4.4 million compared to the same period in 2025, due to lower interest rates on our outstanding borrowings and lower losses from extinguishment of debt, partially offset by higher average debt balance outstanding.
•During the first nine months of 2026 we recognized net losses from our equity investments of $1.4 million, compared to net gains of $0.2 million for the first nine months of 2025. (Gain) loss on equity investments for the third quarter of 2026 and 2025 were not material. Gains and losses on equity investments are generally unpredictable in nature.
•Other loss, net for the third quarter and first nine months of 2026 were net losses of $1.0 million and $2.5 million, respectively, compared to net losses of $1.1 million and $53.0 million, respectively, for the third quarter and first nine months of 2025. Other loss, net for 2025 includes $46.7 million of debt conversion inducement expense, which was recognized in the first quarter of 2025, related to the partial exchange of our outstanding 2028 Notes.
•We recorded an income tax provision for the third quarter and first nine months of 2026 of $2.5 million and $6.1 million, respectively, compared with provisions for income taxes of $6.3 million and $24.4 million, respectively, for the third quarter and first nine months of 2025. The changes in income tax expense were primarily due to relative changes in pre-tax income and the impact of discrete tax items.
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Our Financial Results
The following table presents selected financial information derived from our Condensed Consolidated Financial Statements, contained in Item 1 of this report, for the periods presented (dollars in thousands, except per share).
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Sales | $ | 449,661 | $ | 467,691 | $ | (18,030) | (3.9) | % | |||||||||||||||
| Cost of sales | 348,100 | 341,531 | 6,569 | 1.9 | % | ||||||||||||||||||
| Gross profit | 101,561 | 126,160 | (24,599) | (19.5) | % | ||||||||||||||||||
| Gross profit as a % of sales | 22.6 | % | 27.0 | % | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative (“SG&A”) | 54,147 | 50,451 | 3,696 | 7.3 | % | ||||||||||||||||||
| SG&A as a % of sales | 12.0 | % | 10.8 | % | |||||||||||||||||||
| Research, development and engineering (“RD&E”) | 13,528 | 10,949 | 2,579 | 23.6 | % | ||||||||||||||||||
| RD&E as a % of sales | 3.0 | % | 2.3 | % | |||||||||||||||||||
| Restructuring and other charges | 5,677 | 8,321 | (2,644) | (31.8) | % | ||||||||||||||||||
| Total operating expenses | 73,352 | 69,721 | 3,631 | 5.2 | % | ||||||||||||||||||
| Operating income | 28,209 | 56,439 | (28,230) | (50.0) | % | ||||||||||||||||||
| Operating expense as a % of sales | 16.3 | % | 14.9 | % | |||||||||||||||||||
| Operating income as a % of sales (“Operating margin”) | 6.3 | % | 12.1 | % | |||||||||||||||||||
| Interest expense | 9,701 | 9,367 | 334 | 3.6 | % | ||||||||||||||||||
| (Gain) loss on equity investments | (31) | (50) | 19 | NM | |||||||||||||||||||
| Other loss, net | 1,027 | 1,130 | (103) | (9.1) | % | ||||||||||||||||||
| Income from continuing operations before taxes | 17,512 | 45,992 | (28,480) | (61.9) | % | ||||||||||||||||||
| Provision for income taxes | 2,534 | 6,314 | (3,780) | (59.9) | % | ||||||||||||||||||
| Effective tax rate | 14.5 | % | 13.7 | % | |||||||||||||||||||
| Income from continuing operations | $ | 14,978 | $ | 39,678 | $ | (24,700) | (62.3) | % | |||||||||||||||
| Income from continuing operations as a % of sales | 3.3 | % | 8.5 | % | |||||||||||||||||||
| Diluted earnings per share from continuing operations | $ | 0.43 | $ | 1.11 | $ | (0.68) | (61.3) | % | |||||||||||||||
NM - Calculated change not meaningful.
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| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Sales | $ | 1,353,351 | $ | 1,381,577 | $ | (28,226) | (2.0) | % | |||||||||||||||
| Cost of sales | 1,029,253 | 1,005,947 | 23,306 | 2.3 | % | ||||||||||||||||||
| Gross profit | 324,098 | 375,630 | (51,532) | (13.7) | % | ||||||||||||||||||
| Gross profit as a % of sales | 23.9 | % | 27.2 | % | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| SG&A | 170,557 | 154,534 | 16,023 | 10.4 | % | ||||||||||||||||||
| SG&A as a % of sales | 12.6 | % | 11.2 | % | |||||||||||||||||||
| RD&E | 41,049 | 39,390 | 1,659 | 4.2 | % | ||||||||||||||||||
| RD&E as a % of sales | 3.0 | % | 2.9 | % | |||||||||||||||||||
| Restructuring and other charges | 17,886 | 16,377 | 1,509 | 9.2 | % | ||||||||||||||||||
| Total operating expenses | 229,492 | 210,301 | 19,191 | 9.1 | % | ||||||||||||||||||
| Operating income | 94,606 | 165,329 | (70,723) | (42.8) | % | ||||||||||||||||||
| Operating expense as a % of sales | 17.0 | % | 15.2 | % | |||||||||||||||||||
| Operating income as a % of sales | 7.0 | % | 12.0 | % | |||||||||||||||||||
| Interest expense | 29,570 | 33,926 | (4,356) | (12.8) | % | ||||||||||||||||||
| (Gain) loss on equity investments | 1,395 | (223) | 1,618 | NM | |||||||||||||||||||
| Other loss, net | 2,487 | 53,037 | (50,550) | (95.3) | % | ||||||||||||||||||
| Income from continuing operations before taxes | 61,154 | 78,589 | (17,435) | (22.2) | % | ||||||||||||||||||
| Provision for income taxes | 6,065 | 24,367 | (18,302) | (75.1) | % | ||||||||||||||||||
| Effective tax rate | 9.9 | % | 31.0 | % | |||||||||||||||||||
| Income from continuing operations | $ | 55,089 | $ | 54,222 | $ | 867 | 1.6 | % | |||||||||||||||
| Income from continuing operations as a % of sales | 4.1 | % | 3.9 | % | |||||||||||||||||||
| Diluted earnings per share from continuing operations | $ | 1.60 | $ | 1.52 | $ | 0.08 | 5.3 | % | |||||||||||||||
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Product Line Sales
Sales by product lines were as follows (in thousands):
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Cardio & Vascular | $ | 263,076 | $ | 277,149 | $ | (14,073) | (5.1) | % | |||||||||||||||
Cardiac Rhythm Management & Neuromodulation | 175,835 | 169,156 | 6,679 | 3.9 | |||||||||||||||||||
| Other Markets | 10,750 | 21,386 | (10,636) | (49.7) | |||||||||||||||||||
| Total sales | $ | 449,661 | 449661 | $ | 467,691 | $ | (18,030) | (3.9) | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Cardio & Vascular | $ | 805,117 | $ | 822,875 | $ | (17,758) | (2.2) | % | |||||||||||||||
| Cardiac Rhythm Management & Neuromodulation | 517,811 | 501,499 | 16,312 | 3.3 | |||||||||||||||||||
| Other Markets | 30,423 | 57,203 | (26,780) | (46.8) | |||||||||||||||||||
| Total sales | $ | 1,353,351 | 1353351 | $ | 1,381,577 | $ | (28,226) | (2.0) | |||||||||||||||
For the third quarter and first nine months of 2026, Cardio & Vascular (“C&V”) sales decreased $14.1 million, or (5)%, and $17.8 million, or (2)%, respectively, versus the comparable 2025 periods. C&V sales for the third quarter and first nine months of 2026 were also impacted by lower sales of two new Electrophysiology products due to lower than anticipated market adoption. Foreign currency exchange rate fluctuations decreased C&V sales for the third quarter of 2026 by $0.2 million and increased sales for the first nine months of 2026 by $1.4 million, in comparison to the corresponding periods in 2025, primarily due to U.S. dollar fluctuations relative to the Euro.
For the third quarter and first nine months of 2026, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $6.7 million, or 4%, and $16.3 million, or 3%, respectively, versus the comparable 2025 periods. Growth was partially offset by lower sales of a Neuromodulation product due to lower than anticipated market adoption. Foreign currency exchange rate fluctuations did not have a material impact on CRM&N sales during the third quarter and first nine months of 2026 in comparison to the corresponding periods in 2025.
Other Markets sales for the third quarter and first nine months of 2026 decreased $10.6 million, or 50%, and $26.8 million or 47%, respectively, versus the comparable 2025 periods, primarily due to the Portable Medical Exit. Foreign currency exchange rate fluctuations did not have a material impact on Other Markets sales during the third quarter and first nine months of 2026 in comparison to the corresponding periods in 2025.
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Gross Profit
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Gross profit (in thousands) | $ | 101,561 | $ | 126,160 | $ | (24,599) | (19.5) | % | |||||||||||||||
| Gross margin | 22.6 | % | 27.0 | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Gross profit (in thousands) | $ | 324,098 | $ | 375,630 | $ | (51,532) | (13.7) | % | |||||||||||||||
| Gross margin | 23.9 | % | 27.2 | % | |||||||||||||||||||
Gross margin declined in the third quarter and first nine months of 2026 compared to the same prior year period due to the negative impact of lower fixed cost absorption and raw material price inflation, partly offset by on-going cost reduction initiatives. Gross margin, or gross profit as a percentage of sales, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services and transaction volume growth. We expect our gross margin to fluctuate over time.
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SG&A Expenses
Changes to SG&A expenses from the prior year periods were due to the following (in thousands):
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Compensation and benefits | $ | 20,049 | $ | 25,108 | $ | (5,059) | (20.1) | % | |||||||||||||||
| Depreciation and amortization expense | 12,787 | 12,831 | (44) | (0.3) | |||||||||||||||||||
Professional fees(a) | 13,136 | 4,841 | 8,295 | 171.3 | |||||||||||||||||||
Contract services(b) | 4,544 | 4,498 | 46 | 1.0 | |||||||||||||||||||
| Travel and entertainment | 676 | 573 | 103 | 18.0 | |||||||||||||||||||
| Bank fees and charges | 540 | 1,141 | (601) | (52.7) | |||||||||||||||||||
| All other SG&A | 2,415 | 1,459 | 956 | 65.5 | |||||||||||||||||||
| Total SG&A expense | $ | 54,147 | $ | 50,451 | $ | 3,696 | 7.3 | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Compensation and benefits | $ | 76,302 | $ | 80,522 | $ | (4,220) | (5.2) | % | |||||||||||||||
| Depreciation and amortization expense | 38,490 | 37,316 | 1,174 | 3.1 | |||||||||||||||||||
Professional fees(a) | 29,850 | 12,641 | 17,209 | 136.1 | |||||||||||||||||||
Contract services(b) | 14,382 | 12,565 | 1,817 | 14.5 | |||||||||||||||||||
| Travel and entertainment | 1,905 | 2,554 | (649) | (25.4) | |||||||||||||||||||
| Bank fees and charges | 2,019 | 2,886 | (867) | (30.0) | |||||||||||||||||||
| All other SG&A | 7,609 | 6,050 | 1,559 | 25.8 | |||||||||||||||||||
| Total SG&A expense | $ | 170,557 | $ | 154,534 | $ | 16,023 | 10.4 | ||||||||||||||||
__________
(a)Professional fees for the third quarter and first nine months of 2026 were impacted by legal, professional and advisory fees related to the Company’s strategic review and pending acquisition by an affiliate of investment funds managed by KKR, implementation of a new global enterprise resource planning (“ERP”) solution, a stockholder activist matter and defense of a securities class action lawsuit.
During the third quarter and first nine months of 2026, we incurred $5.4 million in connection with the strategic review and pending acquisition.
During the third quarter and first nine months of 2026, we incurred $2.8 million and $5.1 million, respectively, in connection with the implementation of a new ERP solution and related IT transition costs.
The activist related costs amounted to $0.1 and $3.9 million for the third quarter and first nine months of 2026, respectively.
We recorded $0.7 million and $2.5 million during the third quarter and first nine months of 2026, respectively, in connection with our defense of a securities class action lawsuit.
For additional information regarding legal proceedings pending against us, refer to Note 10, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report.
(b)Contract services expense increased primarily due to higher software costs from information technology enhancements.
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RD&E
RD&E expense for the third quarter and first nine months of 2026 was $13.5 million and $41.0 million, respectively, compared to $10.9 million and $39.4 million, respectively, for the third quarter and first nine months of 2025. The increases in RD&E expense during the third quarter and first nine months of 2026 compared to the same period in 2025 were primarily due to the timing of program milestone achievements for customer funded programs. RD&E expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.
Restructuring and Other Charges
We continuously evaluate our business and identify opportunities to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs. To realize the benefits associated with these opportunities, we undertake restructuring-type activities to transform our business. We incur costs associated with these activities, which primarily include exit and disposal costs and other costs directly related to the restructuring initiative. Restructuring charges include exit and disposal costs from these activities. In addition, from time to time, we incur costs associated with acquiring and integrating businesses, and certain other general expenses, including asset impairments.
Restructuring and other charges comprise the following (in thousands):
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
Restructuring charges(a) | $ | 1,399 | $ | 702 | $ | 697 | 99.3 | % | |||||||||||||||
Acquisition and integration costs(b) | 102 | 1,372 | (1,270) | (92.6) | |||||||||||||||||||
Other general expenses(c) | 4,176 | 6,247 | (2,071) | (33.2) | |||||||||||||||||||
| Total restructuring and other charges | $ | 5,677 | $ | 8,321 | $ | (2,644) | (31.8) | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
Restructuring charges(a) | $ | 3,847 | $ | 2,003 | $ | 1,844 | 92.1 | % | |||||||||||||||
Acquisition and integration costs(b) | 1,717 | 8,121 | (6,404) | (78.9) | |||||||||||||||||||
Other general expenses(c) | 12,322 | 6,253 | 6,069 | 97.1 | |||||||||||||||||||
| Total restructuring and other charges | $ | 17,886 | $ | 16,377 | $ | 1,509 | 9.2 | ||||||||||||||||
__________
(a)Restructuring charges for the third quarter and first nine months of 2026 and 2025 primarily consist of costs associated with our strategic reorganization and alignment and manufacturing alignment to support growth initiatives.
(b)Amounts for the third quarter and first nine months of 2026 primarily include integration expenses related to our recent acquisitions and $0.7 million of costs recorded during the first quarter of 2026 related to our investment in a convertible debt instrument. These expenses were partially offset by a benefit of $1.2 million recorded during the second quarter of 2026 to adjust the fair value of acquisition-related contingent consideration liabilities. Amounts for the third quarter and first nine months of 2025 primarily include acquisition expenses related to the Precision and VSi acquisitions.
(c)Amounts include termination benefits and gains and losses in connection with the disposal or impairment of property, plant and equipment. Amounts for the third quarter and first nine months of 2026 include fixed asset impairment charges of $1.2 million and $7.1 million, respectively, related to certain manufacturing equipment. Amounts for 2025 and 2026 also include expense related to termination benefits from actions to align labor with manufacturing volumes. These expenses totaled $2.9 million and $4.4 million for the third quarter and first nine months ended October 2, 2026, respectively, and $6.2 million during the third quarter and first nine months ended September 26, 2025.
Refer to Note 8, “Restructuring and Other Charges” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information regarding these initiatives.
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Interest Expense
Information relating to our interest expense is as follows (dollars in thousands):
| Three Months Ended | |||||||||||||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | Change | |||||||||||||||||||||||||||||||||
| Amount | Rate | Amount | Rate | Amount | Rate (bp) | ||||||||||||||||||||||||||||||
| Contractual interest expense | $ | 7,305 | 2.33 | % | $ | 7,390 | 2.39 | % | $ | (85) | (6) | ||||||||||||||||||||||||
| Amortization of deferred debt issuance costs and original issue discount | 1,647 | 0.53 | 1,612 | 0.58 | 35 | (5) | |||||||||||||||||||||||||||||
Losses from extinguishment of debt | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Interest expense on borrowings | 8,952 | 2.86 | % | 9,002 | 2.97 | % | (50) | (11) | |||||||||||||||||||||||||||
| Other interest expense | 749 | 365 | 384 | ||||||||||||||||||||||||||||||||
| Total interest expense | $ | 9,701 | $ | 9,367 | $ | 334 | |||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | Change | |||||||||||||||||||||||||||||||||
| Amount | Rate | Amount | Rate | Amount | Rate (bp) | ||||||||||||||||||||||||||||||
| Contractual interest expense | $ | 22,347 | 2.37 | % | $ | 27,507 | 2.95 | % | $ | (5,160) | (58) | ||||||||||||||||||||||||
| Amortization of deferred debt issuance costs and original issue discount | 4,910 | 0.53 | 4,372 | 0.52 | 538 | 1 | |||||||||||||||||||||||||||||
Losses from extinguishment of debt | — | — | 867 | 0.09 | (867) | (9) | |||||||||||||||||||||||||||||
| Interest expense on borrowings | 27,257 | 2.90 | % | 32,746 | 3.56 | % | (5,489) | (66) | |||||||||||||||||||||||||||
| Other interest expense | 2,313 | 1,180 | 1,133 | ||||||||||||||||||||||||||||||||
| Total interest expense | $ | 29,570 | $ | 33,926 | $ | (4,356) | |||||||||||||||||||||||||||||
Contractual interest expense for the third quarter and first nine months of 2026 has leveled off, with a slight decrease in the quarter compared to the same periods in 2025. The favorable weighted average interest rate is due to the replacement of some of our higher variable rate debt with lower fixed rate debt through issuance of the 2030 Notes at the end of the first quarter of 2025. The higher average debt balance outstanding is primarily the result of borrowings to fund the 2025 acquisitions and to repurchase common stock.
Other components of interest expense on borrowings include non-cash amortization and write-off (losses from extinguishment of debt) of deferred debt issuance costs and original issue discount. Amortization of deferred debt issuance costs and original issue discount increased during the third quarter and first nine months of 2026 compared to the same periods in 2025 as a result of higher unamortized balances related to new debt. The losses from extinguishment of debt during 2025 were related to prepayments of portions of the TLA Facility, primarily in connection with issuance of our 2030 Notes.
As of October 2, 2026 and December 31, 2025, approximately 90% and 92%, respectively, of our principal amount of debt are fixed rate borrowings.
See Note 6, “Debt,” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information pertaining to our debt.
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(Gain) Loss on Equity Investments
(Gain) loss on equity investments for each period were as follows (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||||||||
| Equity method investment (gain) loss | $ | (31) | $ | (50) | $ | 1,395 | $ | (223) | |||||||||||||||
Equity method investment (gain) loss for both 2026 and 2025 relates to our share of equity method investee gains including unrealized appreciation/depreciation of the underlying interests of the investee. As of October 2, 2026 and December 31, 2025, the carrying value of our equity investments was $6.4 million and $7.9 million, respectively.
See Note 13, “Financial Instruments and Fair Value Measurements” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further details regarding these investments.
Other Loss, Net
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
Foreign currency transaction losses, net(a) | $ | 769 | $ | 1,049 | $ | (280) | (27) | % | |||||||||||||||
| Other losses, net | 258 | 81 | 177 | 219 | % | ||||||||||||||||||
| $ | 1,027 | $ | 1,130 | $ | (103) | (9) | % | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
Foreign currency transaction losses, net(a) | $ | 2,144 | $ | 6,059 | $ | (3,915) | (65) | % | |||||||||||||||
Debt conversion inducement expense(b) | — | 46,681 | (46,681) | NM | |||||||||||||||||||
| Other losses, net | 343 | 297 | 46 | 15 | % | ||||||||||||||||||
| $ | 2,487 | $ | 53,037 | $ | (50,550) | (95) | % | ||||||||||||||||
__________
(a)Represents gains/losses from the impact of exchange rates on transactions denominated in foreign currencies. Our foreign currency transaction gains/losses are based primarily on fluctuations of the U.S. dollar relative to the Euro, Mexican peso, Uruguayan peso, Malaysian ringgits, or Dominican peso.
(b)Debt conversion inducement expense was recognized in the first quarter of 2025 related to the partial exchange of our outstanding 2028 Notes.
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Provision for Income Taxes
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Income from continuing operations before taxes | $ | 17,512 | $ | 45,992 | $ | (28,480) | (62) | % | |||||||||||||||
| Provision for income taxes | 2,534 | 6,314 | (3,780) | (60) | % | ||||||||||||||||||
| Effective tax rate | 14.5 | % | 13.7 | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Income from continuing operations before taxes | $ | 61,154 | $ | 78,589 | $ | (17,435) | (22) | % | |||||||||||||||
| Provision for income taxes | 6,065 | 24,367 | (18,302) | (75) | % | ||||||||||||||||||
| Effective tax rate | 9.9 | % | 31.0 | % | |||||||||||||||||||
The decrease in the tax provisions recognized in the third quarter and first nine months of 2026 compared to the same periods in 2025 were primarily due to an increase in R&D tax credits, a favorable provision to return adjustment, and the impact of the non-recurring 2025 expense associated with the net nondeductible induced conversion expenditures incurred as a result of the induced conversion from the exchange of the 2028 Convertible Notes, partially offset by shortfalls recognized upon the vesting of RSUs and nondeductible transaction costs associated with the pending acquisition.
Our effective tax rate for 2026 differs from the U.S. federal statutory tax rate of 21% due principally to the estimated impact of Federal Tax Credits (including R&D credits and foreign tax credits), and the application of U.S. and foreign international tax rules related to the taxation of global earnings, including Net CFC tested income (“NCTI”), formerly referred to as global intangible low‑tax income (“GILTI”), the deduction associated with foreign‑derived deduction‑eligible income (“FDDEI”), formerly known as foreign‑derived intangible income (“FDII”), and the impact of the OECD’s Pillar Two global minimum tax framework.
NCTI represents income earned by the Company’s controlled foreign corporations that is subject to current U.S. federal income taxation, after consideration of applicable foreign tax credits. NCTI is treated as a period cost and included in the Company’s income tax provision in the period in which the related foreign earnings arise. The amount of NCTI recognized is influenced by the level and mix of foreign earnings, foreign effective tax rates, and the availability of foreign tax credits.
FDDEI provides a deduction that reduces U.S. taxable income generated from certain qualifying foreign sales and services. The benefit recognized from FDDEI depends on the level of qualifying income, overall U.S. taxable income, and statutory limitations.
In addition, our rate is impacted by earnings realized in foreign jurisdictions with statutory rates that are different than the U.S. federal statutory rate. The primary foreign jurisdictions in which we operate and the statutory tax rate for each respective jurisdiction include Ireland (12.5%), Malaysia (24%), Mexico (30%), Switzerland (22%) and Uruguay (25%). Our manufacturing operations in Costa Rica and the Dominican Republic operate under a free trade zone agreement through April 2031 and March 2034, respectively.
In January 2026, the Organization for Economic Cooperation and Development (“OECD”) released administrative guidance recognizing the U.S. minimum tax regime and introducing a “side-by-side” package intended to exempt U.S. parented groups from Pillar 2 minimum taxes imposed by foreign jurisdictions on U.S. earnings. Although full adoption of the guidance is expected to eliminate this exposure with respect to the U.S. jurisdiction, laws to implement the framework have not been enacted in all relevant countries. Accordingly, our financial results reflect the laws enacted and in effect as of October 2, 2026.
Changes in the geographic mix of earnings, foreign income tax rates, the availability of tax credits and deductions, business acquisitions, settlements with taxing authorities, and the continued implementation and interpretation of international tax rules, including NCTI, FDDEI, and Pillar Two, may contribute to volatility in the Company’s effective tax rate in future periods. In addition, we continue to explore tax planning opportunities that may have a material impact on our effective tax rate.
Refer to Note 9, “Income Taxes,” to the accompanying Consolidated Condensed Financial Statements for discussion regarding the Company’s significant tax matters.
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Liquidity and Capital Resources
Sources of Liquidity
| (dollars in thousands) | October 2, 2026 | December 31, 2025 | |||||||||||||||
| Cash and cash equivalents | $ | 14,135 | $ | 17,161 | |||||||||||||
| Working capital from continuing operations | $ | 600,267 | $ | 538,056 | |||||||||||||
| Current ratio from continuing operations | 3.98 | 3.32 | |||||||||||||||
Cash and cash equivalents at October 2, 2026 decreased by $3.0 million from December 31, 2025. Cash generated by operating activities of $121.1 million and proceeds from net borrowings on our revolving credit facility of $30.0 million were primarily offset by purchases of property, plant and equipment of $67.2 million, $50.0 million of repurchases of common stock, a $14.0 million investment in a convertible debt instrument, and tax withholding payments related to net share settlements of restricted stock unit awards of $10.4 million.
Working capital increased by $62.2 million from December 31, 2025, or $65.2 million excluding the increase in cash and cash equivalents. The increase in working capital, exclusive of cash and cash equivalents, primarily relates to positive fluctuations in inventory and accrued expenses and other liabilities.
At October 2, 2026, $10.1 million of our cash and cash equivalents were held by foreign subsidiaries. We intend to limit our distributions from foreign subsidiaries to previously taxed income or current period earnings. If distributions are made utilizing current period earnings, we will record foreign withholding taxes in the period of the distribution.
As of October 2, 2026, our capital structure consisted of $1,219.2 million of debt, net of deferred debt issuance costs and unamortized discounts and 34 million shares of common stock outstanding. As of October 2, 2026, we had access to $764.7 million of borrowing capacity under our Revolving Credit Facility, available for normal course of business and letters of credit, and are authorized to issue up to 100 million shares of common stock and 100 million shares of preferred stock. As of October 2, 2026, our contractual debt service obligations for the remainder of 2026, consisting of interest on our outstanding debt and commitment fees on the unused portion of the Revolving Credit Facility are estimated to be approximately $1.9 million. Actual principal and interest payments may be higher if, for instance, the applicable interest rates on our Senior Secured Credit Facilities increase, we borrow additional amounts on our Revolving Credit Facility, or we pay principal amounts in excess of the required minimums reflected in the contractual debt service obligations above.
We believe that our projected cash flows provided by operations, available cash and cash equivalents and borrowings under our Revolving Credit Facility are sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. If our future financing needs increase, we may need to arrange additional debt or equity financing. We continually evaluate and consider various financing alternatives to enhance or supplement our existing financial resources. However, we cannot be assured that we will be able to enter into any such arrangements on acceptable terms or at all. On August 2, 2026, we entered into the Merger Agreement. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each Company Common Share outstanding immediately prior to the Effective Time, subject to certain limitations, will automatically be converted into the right to receive $127 in cash, without interest and thereafter the Company will be delisted from the NYSE. See “The Merger” above and Part II, Item 1A. "Risk Factors" of this report and of our Quarterly Report on Form 10-Q for the period ended July 3, 2026.
Credit Facilities and 2028 Notes
As of October 2, 2026, we had Senior Secured Credit Facilities that consist of an $800 million Revolving Credit Facility, with $30 million outstanding principal balance, and a TLA Facility with an outstanding principal balance of $91 million. The Revolving Credit Facility and TLA Facility mature on February 15, 2028. The Senior Secured Credit Facilities include a mandatory prepayment provision customary for similar credit facilities.
The Revolving Credit Facility and TLA Facility contain covenants requiring that we maintain (i) a Total Net Leverage Ratio not to exceed 5.00:1.00, subject to increase in certain circumstances following certain qualified acquisitions and (ii) an interest coverage ratio of at least 2.50:1.00. As of October 2, 2026, we were in compliance with these financial covenants. As of October 2, 2026, our Total Net Leverage Ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 3.0:1.0. For the twelve month period ended October 2, 2026, our interest coverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 13.6:1.0.
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Failure to comply with these financial covenants would result in an event of default as defined under the Revolving Credit Facility and TLA Facility unless waived by the lenders. An event of default may result in the acceleration of our indebtedness. As a result, management believes that compliance with these covenants is material to us.
Convertible Notes
In March 2025, we issued $1.0 billion aggregate principal amount of 2030 Convertible Notes, which mature on March 15, 2030 and bear interest at a fixed rate of 1.875% per annum. The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers' discounts and commissions and debt issuance costs, were approximately $976 million. We used the net proceeds from the issuance of the 2030 Convertible Notes to pay down our Revolving Credit Facility and TLA Facility, exchange a portion of our 2028 Convertible Notes, and to pay the cost of the capped calls related to the issuance of our 2030 Convertible Notes.
In February 2023, we issued $500 million aggregate principal amount of notes. The 2028 Convertible Notes mature on February 15, 2028 and bear interest at a fixed rate of 2.125% per annum. In March 2025, in connection with the issuance of the 2030 Convertible Notes, the Company used part of the net proceeds therefrom to exchange $383.7 million in aggregate principal amount of the 2028 Convertible Notes in privately-negotiated transactions. As of October 2, 2026, the remaining aggregate principal amount of the 2028 Convertible Notes was $116.3 million.
The conditional conversion feature of the 2028 Notes was triggered during the calendar quarter ended September 30, 2026, therefore, the 2028 Notes are convertible during the calendar quarter ending December 31, 2026 pursuant to the applicable last reported sales price condition set forth in the indenture governing the 2028 Notes. If a conversion request occurs, we have the intent and ability to refinance the amounts that may become due with respect to the 2028 Notes using the available borrowing capacity under the Revolving Credit Facility. As such, the obligations associated with the 2028 Notes continue to be classified as a long-term liability on the Condensed Consolidated Balance Sheet at October 2, 2026. The conditional conversion feature of the 2030 Notes was not triggered during the calendar quarter ended September 30, 2026, therefore, the 2030 Notes are not convertible during the calendar quarter ending December 31, 2026 pursuant to the applicable last reported sales price condition set forth in the indenture governing the 2030 Notes. Any determination regarding the convertibility of the 2028 Notes and 2030 Notes during future periods will be made in accordance with the terms of the respective indenture governing the 2028 Notes and 2030 Notes.
See Note 6, “Debt” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for a further information on the Company’s outstanding debt.
Share Repurchase Program
On November 4, 2025, we announced that our Board of Directors had approved a share repurchase program authorizing us to repurchase up to an aggregate of $200.0 million of our outstanding common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, we may repurchase shares from time to time on the open market, in privately-negotiated purchases or otherwise. The Share Repurchase Program has no expiration date and will continue until otherwise suspended or terminated. We are not obligated to repurchase any dollar amount or to acquire any specific number of shares and repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. During 2025, we repurchased 698,356 shares of our common stock for a total of $50.0 million.
On February 19, 2026, we entered into an accelerated share repurchase agreement to repurchase $50.0 million of common stock under the Share Repurchase Program. Under the terms of the ASR Agreement, we paid Bank of America $50.0 million on February 19, 2026 and on that date received initial delivery of 462,535 shares of common stock. On April 2, 2026, Bank of America delivered 127,070 additional shares which completed the ASR Agreement totaling 589,605 repurchased shares. The Company used available cash and borrowings under our credit facility to fund the repurchase of the common shares under the ASR Agreement. As of October 2, 2026, the Company had $100 million of capacity remaining under the Share Repurchase Program.
Factoring Arrangements
We utilize accounts receivable factoring arrangements with financial institutions to accelerate the timing of cash receipts and enhance our cash position. These arrangements, in all cases, do not contain recourse provisions, which would obligate us in the event of our customers’ failure to pay. During the first nine months of 2026 and 2025, we sold, without recourse, $35.5 million and $201.8 million of accounts receivable, respectively. See Note 3, “Supplemental Financial Statement Disclosures” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further information regarding our factoring arrangements.
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Summary of Cash Flow
The following cash flow summary information includes cash flows related to discontinued operations.
| Nine Months Ended | |||||||||||||||||
| (in thousands) | October 2, 2026 | September 26, 2025 | |||||||||||||||
| Cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 121,061 | $ | 140,733 | |||||||||||||
| Investing activities | (81,098) | (235,262) | |||||||||||||||
| Financing activities | (42,178) | 105,278 | |||||||||||||||
| Effect of foreign currency exchange rates on cash and cash equivalents | (811) | 1,652 | |||||||||||||||
| Net change in cash and cash equivalents | $ | (3,026) | $ | 12,401 | |||||||||||||
Operating Activities – During the first nine months of 2026, we generated cash from operations of $121.1 million, compared to $140.7 million for the first nine months of 2025, as a $30.4 million decrease in net income adjusted for non-cash items such as depreciation and amortization was partially offset by an increase in cash flow provided by changes in operating assets and liabilities.
Investing Activities – The $154.2 million decrease in net cash used in investing activities was primarily attributable to lower cash paid for acquisitions offset by the purchase of a long-term investment. Investing activities for the first nine months of 2025 included net cash paid of $171.8 million for the Precision and VSi acquisitions.
Financing Activities – Net cash used in financing activities for the first nine months of 2026 was $42.2 million compared to $105.3 million provided by financing activities for the first nine months of 2025. In the first nine months of 2026, cash payments of $50.0 million for repurchases of common stock and $10.3 million related to stock-based compensation activity were primarily offset by net proceeds of $50.0 million received from net borrowings under our revolving credit facility. Cash provided by financing activities for the first nine months of 2025 was primarily the net proceeds from the issuance of our 2030 Convertible Notes of $977.5 million, which was partially offset by a $71.0 million purchase of capped call options associated with the 2030 Convertible Notes, $383.7 million in aggregate principal amount of exchanged 2028 Convertible Notes, $274.0 million of principal payments on our TLA Facility, $126.0 million net payments on our Revolving Credit Facility, and $13.2 million related to stock-based compensation activity.
Off-Balance Sheet Arrangements
We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Condensed Consolidated Financial Statements.
Impact of Recently Issued Accounting Standards
In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Condensed Consolidated Financial Statements. See Note 1, “Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.
Critical Accounting Policies and Estimates
The preparation of our Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Our estimates, assumptions and judgments are based on historical experience and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Making estimates, assumptions and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Management believes the estimates, assumptions and judgments employed and resulting balances reported in the Condensed Consolidated Financial Statements are reasonable; however, actual results could differ materially.
There have been no significant changes to the critical accounting policies and estimates as compared to those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the Company’s exposure to market risk from the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures
Our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the Securities and Exchange Commission as of October 2, 2026. These disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to us, including our subsidiaries, is made known to our management, including these officers, by our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on their evaluation, as of October 2, 2026, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level.
b. Changes in Internal Control Over Financial Reporting
During the Company’s most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
For information regarding certain legal proceedings pending against us, see Note 10, “Commitments and Contingencies,” of the Notes to Condensed Consolidated Financial Statements contained in Item 1, “Financial Statements,” of this report, which is incorporated herein by reference.
ITEM 1A.RISK FACTORS
Except for the risk factor set forth below and those disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended July 3, 2026, which are incorporated by reference herein, there have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Litigation could arise in connection with the Merger; such litigation against us could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.
Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. As of October 2, 2026, as disclosed by the Company on Form 8-K filed with the SEC on October 14, 2026 (the “Proxy Supplement”), individual Company stockholders have filed three complaints relating to the Merger (the “Lawsuits”). Additionally, attorneys claiming to represent thirteen purported Company stockholders have sent demand letters to the Company that allege similar disclosure deficiencies in the Proxy Statement (together with the Lawsuits, the “Litigation Matters”). It is possible that additional, similar complaints may be filed and/or that the Lawsuits described above may be amended. The Company believes that the claims asserted in the Litigation Matters are without merit and the Company specifically denies all allegations set forth in the Litigation Matters that any additional disclosure in the Proxy Statement was or is required. There can be no assurance regarding the ultimate outcome of the Litigation Matters or the costs associated with defending against the Lawsuits or any such potential future lawsuit. Even if the Lawsuits or any such potential future lawsuits are unsuccessful, defending against them may result in substantial costs. The Lawsuits or any potential future lawsuits could prevent or delay the completion of the Merger and result in significant costs to us, including any costs associated with the indemnification of directors and officers.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On November 4, 2025, the Company announced that its Board of Directors authorized a new share repurchase program allowing for purchases of up to $200.0 million in the aggregate of outstanding Integer common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date and will continue until otherwise suspended or terminated. The Company did not make any repurchases during the three months ended October 2, 2026. As of October 2, 2026, the dollar value of shares that may yet be purchased under the Share Repurchase Program was $100 million.
ITEM 5.OTHER INFORMATION
Rule 10b5-1 Plan Trading Arrangements
During the fiscal quarter ended October 2, 2026, none of the Company’s directors or executive officers adopted terminated
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ITEM 6.EXHIBITS
| Exhibit Number | Description | |||||||
| 2.1+^ | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | XBRL Extension Schema Document | |||||||
| 101.CAL* | XBRL Extension Calculation Linkbase Document | |||||||
| 101.LAB* | XBRL Extension Label Linkbase Document | |||||||
| 101.PRE* | XBRL Extension Presentation Linkbase Document | |||||||
| 101.DEF* | XBRL Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
| # | Indicates exhibits that are management contracts or compensation plans or arrangements. | ||||
| + | In accordance with Item 601(a)(5) of Regulation S-K, certain schedules to this agreement have been omitted (as marked by asterisks). | ||||
| ^ | In accordance with Item 601(b)(2) of Regulation S-K, portions of the exhibit have been omitted because it is both not material and is of the type the registrant treats as private or confidential. | ||||
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SIGNATURES
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 thereunto duly authorized.
| Dated: | October 29, 2026 | INTEGER HOLDINGS CORPORATION | |||||||||||||||
| By: | /s/ Payman Khales | ||||||||||||||||
| Payman Khales | |||||||||||||||||
| President and Chief Executive Officer | |||||||||||||||||
| (Principal Executive Officer) | |||||||||||||||||
| By: | /s/ Diron Smith | ||||||||||||||||
| Diron Smith | |||||||||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||||||||
| (Principal Financial Officer) | |||||||||||||||||
| By: | /s/ Tom P. Thomas | ||||||||||||||||
| Tom P. Thomas | |||||||||||||||||
| Vice President, Corporate Controller | |||||||||||||||||
| (Principal Accounting Officer) | |||||||||||||||||
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Exhibit 31.1
CERTIFICATION
I, Payman Khales, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended October 2, 2026 of Integer Holdings Corporation; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. | |||||||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
| Dated: | October 29, 2026 | /s/ Payman Khales | |||||||||
| Payman Khales | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Diron Smith, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended October 2, 2026 of Integer Holdings Corporation; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | |||||||
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. | |||||||
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
| Dated: | October 29, 2026 | /s/ Diron Smith | |||||||||
| Diron Smith | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
Exhibit 32.1
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Integer Holdings Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended October 2, 2026 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | October 29, 2026 | /s/ Payman Khales | |||||||||
| Payman Khales | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Dated: | October 29, 2026 | /s/ Diron Smith | |||||||||
| Diron Smith | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
This certification is being furnished solely to accompany this Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be deemed incorporated by reference into any filing of the Company except to the extent the Company specifically incorporates it by reference therein.