Integer Holdings reports Q3 revenue of $449.66M

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For the quarterly period ended July 3, October 2, 2026

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The number of shares outstanding of the Company s common stock, $0.001 par value per share, as of July 30, October 23, 2026 was: 33,992,048 33,997,337 shares.

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For the Quarterly Period Ended July 3, October 2, 2026

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Financial statements 157 changes

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Inventories 288,058 253,739

(in thousands except share and per share data) July 3, October 2,

Cash and cash equivalents $ 21,375 14,135 $ 17,161

Accounts receivable, net of provision for credit losses of $ 0.6 0.5 million and $ 0.6 million, respectively

Inventories 278,591 253,739

Contract assets 119,024 119,297 112,546

Prepaid expenses and other current assets 43,449 44,297 40,572

Total current assets 810,635 801,392 770,097

Property, plant and equipment, net 532,340 535,133 536,427

Goodwill 1,104,651 1,100,799 1,110,908

Other intangible assets, net 788,841 770,089 825,435

Deferred income taxes 9,014 8,938 8,994

Operating lease assets 82,574 82,586 98,437

Financing lease assets 56,429 55,491 37,109

Other long-term assets 39,113 39,509 23,170

Total assets $ 3,423,597 3,393,937 $ 3,410,577

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Accounts payable $ 111,850 111,003 $ 113,130

Operating lease liabilities 8,209 8,359 9,099

Accrued expenses and other current liabilities 97,082 81,763 109,812

Total current liabilities 217,141 201,125 232,041

Long-term debt 1,237,883 1,219,247 1,185,179

Deferred income taxes 114,747 113,596 116,327

Operating lease liabilities 67,143 67,371 81,899

Financing lease liabilities 51,296 49,577 28,578

Other long-term liabilities 16,638 16,622 19,910

Total liabilities 1,704,848 1,667,538 1,663,934

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Common stock, $ 0.001 par value; 100,000,000 shares authorized; 35,481,805 and 35,481,805 shares issued, respectively; 33,992,048 33,997,337 and 34,346,450 shares outstanding, respectively

Additional paid-in capital 756,545 761,271 771,223

Treasury stock, at cost; 1,489,757 1,484,468 shares and 1,135,355 shares, respectively ( 110,734 110,334 ) ( 76,872 )

Retained earnings 1,034,166 1,049,144 994,055

Accumulated other comprehensive income 38,737 26,283 58,202

Total stockholders equity 1,718,749 1,726,399 1,746,643

Total liabilities and stockholders equity $ 3,423,597 3,393,937 $ 3,410,577

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Sales $ 464,110 $ 476,494 $ 903,690 $ 913,886

Cost of sales 351,168 347,342 681,153 664,416

Gross profit 112,942 129,152 222,537 249,470

Selling, general and administrative 57,699 52,923 116,410 104,083

Research, development and engineering 11,278 14,240 27,521 28,441

Restructuring and other charges 9,437 2,651 12,209 8,056

Total operating expenses 78,414 69,814 156,140 140,580

Operating income 34,528 59,338 66,397 108,890

Interest expense 10,135 9,754 19,869 24,559

(Gain) loss on equity investments ( 42 ) 8 1,426 ( 173 )

Income from continuing operations before taxes 23,291 45,596 43,642 32,597

Provision (benefit) for income taxes ( 314 ) 8,587 3,531 18,053

Income from continuing operations 23,605 37,009 40,111 14,544

Three Months Ended Six Nine Months Ended

(in thousands except per share data) July 3, October 2,

Sales $ 449,661 $ 467,691 $ 1,353,351 $ 1,381,577

Cost of sales 348,100 341,531 1,029,253 1,005,947

Gross profit 101,561 126,160 324,098 375,630

Selling, general and administrative 54,147 50,451 170,557 154,534

Research, development and engineering 13,528 10,949 41,049 39,390

Restructuring and other charges 5,677 8,321 17,886 16,377

Total operating expenses 73,352 69,721 229,492 210,301

Operating income 28,209 56,439 94,606 165,329

Interest expense 9,701 9,367 29,570 33,926

(Gain) loss on equity investments ( 31 ) ( 50 ) 1,395 ( 223 )

Other loss, net (see Note 6) 1,144 3,980 1,460 51,907 1,027 1,130 2,487 53,037

Income from continuing operations before taxes 17,512 45,992 61,154 78,589

Provision for income taxes 2,534 6,314 6,065 24,367

Income from continuing operations 14,978 39,678 55,089 54,222

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Net income $ 23,605 $ 37,009 $ 40,111 $ 14,522

Net income $ 14,978 $ 39,678 $ 55,089 $ 54,200

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Income from continuing operations $ 0.69 $ 1.06 $ 1.17 $ 0.42

Income from continuing operations $ 0.44 $ 1.13 $ 1.62 $ 1.56

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Basic earnings per share 0.69 1.06 1.17 0.42

Basic earnings per share 0.44 1.13 1.62 1.56

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Income from continuing operations $ 0.69 $ 1.04 $ 1.17 $ 0.41

Income from continuing operations $ 0.43 $ 1.11 $ 1.60 $ 1.52

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Diluted earnings per share 0.69 1.04 1.17 0.41

Diluted earnings per share 0.43 1.11 1.60 1.52

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Basic 34,010 35,035 34,146 34,488

Diluted 34,145 35,713 34,290 35,830

Basic 34,027 35,081 34,106 34,689

Diluted 34,604 35,608 34,394 35,755

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Net income $ 23,605 $ 37,009 $ 40,111 $ 14,522

Net income $ 14,978 $ 39,678 $ 55,089 $ 54,200

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Foreign currency translation gain (loss) ( 5,576 ) 47,356 ( 16,230 ) 67,647

Other comprehensive income (loss) ( 5,920 ) 53,104 ( 19,465 ) 77,893

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and 77 more changes in the filing

Notes to the financial statements 17 changes

(15.) SUBSEQUENT EVENT

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.

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 $ 127.00 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 % of unvested RSU awards will be canceled in exchange for a cash amount based on the Merger Consideration, and 50 % of unvested RSUs will be converted into a deferred cash award based on the Merger Consideration that vests 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 has 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 % of such amount being paid as soon as practicable (assessed on a tranche-by-tranche basis) and the remaining 50 % of such amount being paid subject to satisfaction of 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.

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).

(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 two 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.

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.

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Forward-looking statements 1 change

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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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MD&A 13 changes

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 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 possibility that our stockholders may not approve the Merger; the risk that the parties may not be able to satisfy the 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, stockholder, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the Merger that could be instituted against us or our 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.

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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Business 1 change

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The second third quarter and first six nine months of 2026 ended on July 3 October 2 and consisted of 91 days and 184 275 days, respectively. The second third quarter and first six nine months of 2025 ended on June 27 September 26 and consisted of 91 days and 178 269 days, respectively.

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Controls and procedures 1 change

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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 July 3, 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 July 3, 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.

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Risk factors 13 changes

Risks Related to the Merger

The pending Merger may be delayed or not occur at all for a variety of reasons, including that the Merger is terminated, and the failure to complete the Transaction could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

On August 2, 2026, we entered into the Merger Agreement. Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including: (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding Company Common Shares; (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 Agreement contains customary representations, warranties and covenants made by each of the Company, Parent and Merger Sub, including, among others, covenants by the Company regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement, public disclosures and other matters.

Both the Company and Parent may terminate the Merger Agreement under certain specified circumstances, including, among others, (i) if the Merger is not consummated by May 2, 2027, (ii) in the case of Parent, if the Company materially breaches its covenants not to solicit alternative business combination transactions or the Company s Board of Directors effects a change of recommendation with respect to the proposed transaction or (iii) in the case of the Company, in order to enter into a definitive agreement with respect to a superior proposal subject to certain requirements. In certain circumstances in connection with the termination of the Merger Agreement, including if the Company materially breaches its covenants not to solicit alternative business combination transactions, the Company s Board of Directors effects a change of recommendation, or the Company terminates the Merger Agreement to enter into a definitive agreement with respect to a superior proposal, the Company would be required to pay Parent a termination fee of $154 million.

Failure to complete the Merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:

the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be consummated; and we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated.

Efforts to complete the Merger could disrupt our relationships with third parties and employees, divert management s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.

We have expended, and will continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, service providers and other business partners, who may be more cautious in their arrangements with us or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us. Our employees may have concerns with respect to the Merger and uncertainty regarding the outcome of the Merger could also adversely affect our ability to recruit and retain key personnel and other employees. Pending or future litigation against us and our directors and officers relating to the Merger may be distracting to management and, in the future, may require us to incur significant costs. Such litigation could result in the Merger being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Merger from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the conduct of our business during the pendency of the transactions contemplated by the Merger Agreement including restrictions on our ability in certain cases to enter into contracts, acquire or dispose of assets, enter into new lines of business, incur indebtedness or incur capital expenditures (subject to certain exceptions, as detailed in the Merger Agreement) until the Merger becomes effective or the Merger Agreement is terminated. These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Merger, and result in our inability to respond effectively to competitive pressures and industry developments, and may otherwise harm our business and operations.

Except as 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.

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Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Our 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 may file have filed three complaints relating to the Merger (the Lawsuits against us ). 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 our directors that the Lawsuits described above may be amended. The Company believes that the claims asserted in the Litigation Matters are without merit and officers the Company specifically denies all allegations set forth in connection 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 Merger. 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. There can be no assurance regarding the outcome of any potential future lawsuit or the costs associated with defending against any such potential future lawsuit.

Unregistered sales of stock 1 change

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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 July 3, October 2, 2026. As of July 3, October 2, 2026, the dollar value of shares that may yet be purchased under the Share Repurchase Program was $100 million.

Other information 1 change

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During the fiscal quarter ended July 3, October 2, 2026, none of the Company s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.

Exhibits 15 changes

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3.1 By-laws of Integer Holdings Corporation (Amended and Restated as of August 2, 2026) (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on August 4, 2026)

10.1# Integer Holdings Corporation 2026 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company s Registration Statement on Form S-8 (File No. 333-296074) filed May 20, 2026)

10.2* Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2026 Omnibus Incentive Plan.

10.3#* Form of Time-Based Restricted Stock Units Award Agreement under the 2026 Omnibus Incentive Plan.

10.4#* Form of Performance-Based Restricted Stock Units Award Agreement under the 2026 Omnibus Incentive Plan.

10.5#* Form of Change of Control Agreement between Integer Holdings Corporation and its executive officers.

10.6#* Amended and Restated Employment Agreement, dated July 27, 2026, between Integer Holdings Corporation and Payman Khales.

10.7#* Amendment to Employment Offer Letter, dated June 26, 2026, for Jim Stephens.

10.8#* Employment Offer Letter, dated June 26, 2026, for Andrew Senn.

10.9#* Form of Cash Retention Bonus Letter for certain executive officers.

10.10#* Form of Cash Retention Bonus Letter for CEO.

10.11# Form of Indemnification Agreement (incorporated by reference to Exhibit 2.2 to the Company s Current Report on Form 8-K filed on August 4, 2026)

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+ 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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Dated: August 4, October 29, 2026 INTEGER HOLDINGS CORPORATION

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