itgr-20260703

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 July 3, 2026


☐			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

_____________________________________________________________

INTEGER HOLDINGS CORPORATION

(Exact name of Registrant as specified in its charter)

_____________________________________________________________


Delaware						16-1531026
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5830 Granite Parkway,

Suite 1150

Plano,

Texas

75024

(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

Common Stock, $0.001 par value per share

ITGR

New York Stock Exchange

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.

Large accelerated filer

☒

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 July 30, 2026 was: 33,992,048 shares.

INTEGER HOLDINGS CORPORATION

Form 10-Q

For the Quarterly Period Ended July 3, 2026

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)	4



	Condensed Consolidated Statements of Cash Flows (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	51

ITEM 4.	Controls and Procedures	51

PART II—OTHER INFORMATION

ITEM 1.	Legal Proceedings	52

ITEM 1A.	Risk Factors	52

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

ITEM 5.	Other Information	53

ITEM 6.	Exhibits	54

SIGNATURES		55

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


(in thousands except share and per share data)	July 3, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	21,375	$	17,161
Accounts receivable, net of provision for credit losses of $0.6 million and $0.6 million, respectively	338,729		346,079
Inventories	288,058		253,739

Contract assets	119,024		112,546

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

Total current assets	810,635		770,097
Property, plant and equipment, net	532,340		536,427
Goodwill	1,104,651		1,110,908
Other intangible assets, net	788,841		825,435
Deferred income taxes	9,014		8,994
Operating lease assets	82,574		98,437
Financing lease assets	56,429		37,109
Other long-term assets	39,113		23,170

Total assets	$	3,423,597	$	3,410,577
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:

Accounts payable	$	111,850	$	113,130


Operating lease liabilities	8,209		9,099
Accrued expenses and other current liabilities	97,082		109,812

Total current liabilities	217,141		232,041
Long-term debt	1,237,883		1,185,179
Deferred income taxes	114,747		116,327
Operating lease liabilities	67,143		81,899
Financing lease liabilities	51,296		28,578
Other long-term liabilities	16,638		19,910

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

Stockholders’ equity:

Common stock, $0.001 par value; 100,000,000 shares authorized; 35,481,805 and 35,481,805 shares issued, respectively; 33,992,048 and 34,346,450 shares outstanding, respectively	35		35
Additional paid-in capital	756,545		771,223
Treasury stock, at cost; 1,489,757 shares and 1,135,355 shares, respectively	(110,734)		(76,872)
Retained earnings	1,034,166		994,055
Accumulated other comprehensive income	38,737		58,202
Total stockholders’ equity	1,718,749		1,746,643
Total liabilities and stockholders’ equity	$	3,423,597	$	3,410,577

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended				Six Months Ended
(in thousands except per share data)	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
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
Operating expenses:
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)
Other loss, net (see Note 6)	1,144		3,980		1,460		51,907
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




Loss from discontinued operations, net of tax	—		—		—		(22)

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





Basic earnings per share:
Income from continuing operations	$	0.69	$	1.06	$	1.17	$	0.42
Loss from discontinued operations	—		—		—		—
Basic earnings per share	0.69		1.06		1.17		0.42

Diluted earnings per share:
Income from continuing operations	$	0.69	$	1.04	$	1.17	$	0.41
Loss from discontinued operations	—		—		—		—
Diluted earnings per share	0.69		1.04		1.17		0.41

Weighted average shares outstanding:
Basic	34,010		35,035		34,146		34,488
Diluted	34,145		35,713		34,290		35,830

Comprehensive Income
Net income	$	23,605	$	37,009	$	40,111	$	14,522
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(5,576)		47,356		(16,230)		67,647
Change in fair value of cash flow hedges, net of tax	(344)		5,748		(3,235)		10,246

Other comprehensive income (loss)	(5,920)		53,104		(19,465)		77,893
Comprehensive income	$	17,685	$	90,113	$	20,646	$	92,415

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Six Months Ended
(in thousands)	July 3, 2026		June 27, 2025
Cash flows from operating activities:
Net income	$	40,111	$	14,522
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	69,549		62,118
Debt related charges included in interest expense	3,263		3,627
Debt conversion inducement expense	—		46,681

Stock-based compensation	12,045		12,536
Non-cash fixed asset impairment	5,893		—
Non-cash lease expense	4,876		5,000
Non-cash (gains) losses on equity investments	1,426		(173)
Contingent consideration fair value adjustment	(1,179)		(309)
Other non-cash losses	2,077		3,143
Deferred income taxes	18		3,942
Gain on sale of discontinued operations	—		(46)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	7,959		(41,014)
Inventories	(36,751)		(14,509)
Prepaid expenses and other assets	(2,247)		71
Contract assets	(6,762)		1,800
Accounts payable	5,591		11,561
Accrued expenses and other liabilities	(11,761)		(23,312)
Income taxes	(9,678)		(10,500)
Net cash provided by operating activities	84,430		75,138
Cash flows from investing activities:
Acquisition of property, plant and equipment	(46,651)		(44,219)


Purchase of equity and other investments, net of distributions	(14,043)		—
Acquisitions, net of cash acquired	—		(170,872)

Other investing activities	108		97
Net cash used in investing activities	(60,586)		(214,994)
Cash flows from financing activities:
Principal payments of long-term debt	—		(657,693)
Proceeds from issuance of convertible notes, net of discount	—		977,500
Proceeds from revolving credit facility	207,600		257,000
Payments of revolving credit facility	(157,600)		(373,000)
Purchase of capped calls	—		(71,000)
Payment of debt issuance costs	(38)		(1,266)

Repurchases of common stock	(50,000)		—
Proceeds from the exercise of stock options	—		3,644
Tax withholdings related to net share settlements of restricted stock unit awards	(10,299)		(16,707)

Principal payments on finance leases	(4,256)		(2,596)
Other financing activities	(5,162)		107
Net cash provided by (used in) financing activities	(19,755)		115,989
Effect of foreign currency exchange rates on cash and cash equivalents	125		459
Net increase (decrease) in cash and cash equivalents	4,214		(23,408)
Cash and cash equivalents, beginning of period	17,161		46,543
Cash and cash equivalents, end of period	$	21,375	$	23,135

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)


	Three Months Ended				Six Months Ended
(in thousands)	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Total stockholders’ equity, beginning balance	$	1,696,892	$	1,606,704	$	1,746,643	$	1,619,215

Common stock and additional paid-in capital
Balance, beginning of period	755,908		754,056		771,258		742,011
Stock awards exercised or vested	(4,722)		1,064		(26,734)		(13,043)
Stock-based compensation (inclusive of capitalized stock-based compensation)	5,394		5,656		12,056		12,536
Capped calls related to the issuance of 2030 Notes, net of tax	—		—		—		(53,130)
Partial conversion of convertible notes due 2028 Notes and partial unwind of related capped calls, net of tax	—		—		—		68,413
Issuance of common stock for acquisition	—		—		—		3,989
Balance, end of period	756,580		760,776		756,580		760,776
Treasury stock
Balance, beginning of period	(114,234)		(26,858)		(76,872)		—
Treasury shares purchased, including excise tax for 2026	42		—		(50,297)		(26,858)
Treasury shares reissued	3,458		—		16,435		—
Balance, end of period	(110,734)		(26,858)		(110,734)		(26,858)
Retained earnings
Balance, beginning of period	1,010,561		868,760		994,055		891,247

Net income	23,605		37,009		40,111		14,522
Balance, end of period	1,034,166		905,769		1,034,166		905,769
Accumulated other comprehensive income
Balance, beginning of period	44,657		10,746		58,202		(14,043)
Other comprehensive income (loss)	(5,920)		53,104		(19,465)		77,893

Balance, end of period	38,737		63,850		38,737		63,850

Total stockholders’ equity, ending balance	$	1,718,749	$	1,703,537	$	1,718,749	$	1,703,537

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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 second quarter and first six months of 2026 ended on July 3 and consisted of 91 days and 184 days, respectively. The second quarter and first six months of 2025 ended on June 27 and consisted of 91 days and 178 days, respectively.

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.

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.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(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.

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.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2.) BUSINESS ACQUISITIONS (Continued)

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)	$	11,609	$	1,982	$	—	$	13,591
Inventory	4,019		1,018		—		5,037
Property, plant and equipment	13,674		2,732		1,020		17,426
Goodwill	50,823		5,265		10,334		66,422
Intangible assets:
Customer relationships	52,000		7,700		520		60,220
Technology	20,700		5,900		3,100		29,700
Operating lease assets	13,862		1,505		128		15,495

Other noncurrent assets	43		—		32		75
Current liabilities	(4,341)		(883)		(87)		(5,311)
Operating lease liabilities (noncurrent)	(8,922)		(1,256)		(47)		(10,225)


Fair value of net assets acquired	$	153,467	$	23,963	$	15,000	$	192,430

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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):


	Six Months Ended
	July 3, 2026		June 27, 2025
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable	$	9,520	$	19,568
Accrued excise tax associated with share repurchases	297		—
Common stock issued for conversion of debt	—		183,972
Common stock received under capped call upon conversion of debt	—		26,858
Write-off of unamortized deferred costs and original issue discount upon conversion of debt included in Additional paid in capital	—		5,124
Common stock issued for acquisition	—		3,989

Debt issuance costs incurred but not yet paid	—		120
Supplemental lease disclosures:
Assets acquired under operating leases	309		11,147
Assets acquired under finance leases	22,917		5,764

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 six months ended July 3, 2026 and June 27, 2025, the Company sold accounts receivable of $25.1 million and $131.1 million, respectively. The Company recorded factoring fees of $0.1 million for the six months ended July 3, 2026, compared to $0.5 million and $0.9 million, respectively, for the three and six months ended June 27, 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 six months ended July 3, 2026 and June 27, 2025, the Company sold and de-recognized accounts receivable of $84.8 million and $83.5 million, respectively. The Company recorded costs associated with the supplier financing arrangements of $0.4 million and $0.9 million, respectively, for the three and six months ended July 3, 2026, compared to $0.5 million and $1.0 million, respectively, for the three and six months ended June 27, 2025.

(4.) INVENTORIES

Inventories comprise the following (in thousands):


	July 3, 2026		December 31, 2025
Raw materials	$	113,979	$	94,131
Work-in-process	152,544		143,467
Finished goods	21,535		16,141
Total	$	288,058	$	253,739

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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 six months ended July 3, 2026 were as follows (in thousands):


	Medical
December 31, 2025	$	1,110,908

Biocoat acquisition-related adjustments (Note 2)	(10)
Foreign currency translation	(6,247)

July 3, 2026	$	1,104,651

Intangible Assets

Intangible assets comprise the following (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
July 3, 2026
Definite-lived:
Purchased technology and patents	$	328,096	$	(237,094)	$	91,002
Customer lists	951,089		(354,664)		596,425
Amortizing tradenames and other	20,064		(8,938)		11,126
Total amortizing intangible assets	$	1,299,249	$	(600,696)	$	698,553
Indefinite-lived:
Trademarks and tradenames					$	90,288

December 31, 2025
Definite-lived:
Purchased technology and patents	$	329,690	$	(228,469)	$	101,221
Customer lists	957,239		(334,989)		622,250
Amortizing tradenames and other	20,083		(8,407)		11,676
Total amortizing intangible assets	$	1,307,012	$	(571,865)	$	735,147
Indefinite-lived:
Trademarks and tradenames					$	90,288

Aggregate intangible asset amortization expense comprises the following (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Cost of sales	$	4,874	$	4,942	$	9,711	$	9,516
Selling, general and administrative expenses	11,099		11,178		22,256		21,455



Total intangible asset amortization expense	$	15,973	$	16,120	$	31,967	$	30,971

Estimated future intangible asset amortization expense based on the carrying value as of July 3, 2026 is as follows (in thousands):


	Remainder of 2026		2027		2028		2029		2030		After 2030
Amortization Expense	$	31,286	$	60,186	$	58,678	$	56,429	$	52,933	$	439,041

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(6.) DEBT

Long-term debt comprises the following (in thousands):


	July 3, 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	$	50,000	$	—	$	50,000	$	—	$	—	$	—
Term loan A	91,000		(172)		90,828		91,000		(221)		90,779

2028 Notes	116,284		(1,194)		115,090		116,284		(1,542)		114,742
2030 Notes	1,000,000		(18,035)		981,965		1,000,000		(20,342)		979,658
Total	$	1,257,284	$	(19,401)	$	1,237,883	$	1,207,284	$	(22,105)	$	1,185,179
Current portion of long-term debt					—						—
Long-term debt					$	1,237,883					$	1,185,179

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 July 3, 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 July 3, 2026, the Company had available borrowing capacity on the Revolving Credit Facility of $744.7 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 July 3, 2026, the commitment fee on the unused portion of the Revolving Credit Facility was 0.15%. As of July 3, 2026, the interest rate on the Revolving Credit Facility was 5.00%.

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 July 3, 2026, the interest rate on the TLA Facility was 5.00%.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(6.) DEBT (Continued)

Contractual principal maturities under the Senior Secured Credit Facilities as of July 3, 2026, are as follows (in thousands):


	Remainder of 2026		2027		2028
Future minimum principal payments	$	—	$	—	$	141,000

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 July 3, 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

2.125%

2.76%

February 15 and August 15

2030 Notes

March 15, 2030

1.875%

2.38%

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

$87.20

February 20, 2026

2030 Notes

December 15, 2029

6.6243

$150.96

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.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(6.) DEBT (Continued)

The conditional conversion features of the 2028 Notes and 2030 Notes were not triggered during the calendar quarter ended June 30, 2026, therefore, the 2028 Notes and 2030 Notes are not convertible during the calendar quarter ended September 30, 2026 pursuant to the applicable last reported sales price conditions.

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 July 3, 2026, the estimated fair value of the 2028 Notes and 2030 Notes was approximately $144.3 million and $977.0 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.

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

$87.20

$108.59

2030 Capped Calls

March 15, 2030

$150.96

$189.44

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(6.) DEBT (Continued)

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 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				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025








Cost of sales	$	1,129	$	1,083	$	2,537	$	2,506
Selling, general and administrative	3,854		4,360		8,558		9,408
Research, development and engineering	268		267		603		647
Restructuring and other charges	132		(54)		347		(25)

Total stock-based compensation expense	$	5,383	$	5,656	$	12,045	$	12,536

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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 six month period ended July 3, 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	20,229	$	37.48

Exercised	(2,883)	48.43

Outstanding and exercisable at July 3, 2026	17,346	$	35.66	0.9	$	1.0

Time-Based Restricted Stock Units

Most RSUs granted to employees during the six months ended July 3, 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.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) STOCK-BASED COMPENSATION (Continued)

The following table summarizes RSU activity for the six month period ended July 3, 2026:


	Time-Vested Activity	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025	296,384	$	107.27
Granted	217,960	87.16
Vested	(192,429)	98.53
Forfeited	(16,636)	103.06
Nonvested at July 3, 2026	305,279	$	98.65

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 six month period ended July 3, 2026:


	Performance- Vested Activity	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2025	215,385	$	109.23
Granted	107,858	91.02
Performance adjustment(a)	66,924	74.34
Vested	(146,201)	74.34
Forfeited	(27,636)	132.96
Nonvested at July 3, 2026	216,330	$	104.29

__________

(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:


	Six Months Ended
	July 3, 2026			June 27, 2025
Weighted average fair value	$	97.28		$	162.62
Risk-free interest rate	3.64		%	4.29		%
Expected volatility	37		%	33		%
Expected life (in years)	3.0			3.0
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.

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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				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Restructuring charges	$	1,841	$	637	$	2,448	$	1,301
Acquisition and integration costs	173		2,007		1,615		6,749
Other general expenses	7,423		7		8,146		6
Total restructuring and other charges	$	9,437	$	2,651	$	12,209	$	8,056

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				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Restructuring charges:
Restructuring and other charges	$	1,841	$	637	$	2,448	$	1,301
Restructuring-related expenses(a):
Cost of sales	1,753		1,439		2,755		1,840
Selling, general and administrative	513		499		598		542
Research, development and engineering	290		—		444		(6)
Total restructuring and restructuring-related charges	$	4,397	$	2,575	$	6,245	$	3,677

__________

(a) Restructuring-related expenses primarily include retention bonuses, consulting expenses, professional fees and equipment relocation costs.

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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	$	122	$	10	$	27	$	159
Charges incurred, net of reversals	2,016		5		427		2,448
Non-cash charges incurred (included above)	(344)		—		—		(344)
Cash payments	(312)		(15)		(450)		(777)

July 3, 2026	$	1,482	$	—	$	4	$	1,486

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. During the three and six months ended July 3, 2026, acquisition and integration costs included a benefit of $1.2 million 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				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Acquisition costs	$	(642)	$	548	$	331	$	3,392
Integration costs	815		1,459		1,284		3,357
Acquisition and integration costs	$	173	$	2,007	$	1,615	$	6,749

Fair value adjustments included in acquisition costs	$	(1,179)	$	(309)	$	(1,179)	$	(309)

Other general expenses

During the six months ended July 3, 2026 and June 27, 2025, the Company recorded expenses related to other initiatives not described above, which primarily include gains and losses in connection with the disposal of property, plant and equipment.

During the three months ended July 3, 2026, the Company recognized fixed asset impairment charges of $5.9 million related to certain manufacturing equipment. The impairment was triggered by revised expectations and cash flow projections during the quarter regarding the future use of these assets, which indicated that their carrying values were no longer recoverable. The impairment charge was 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.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(9.) INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.


	Three Months Ended						Six Months Ended
	July 3, 2026			June 27, 2025			July 3, 2026			June 27, 2025

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
Effective tax rate	(1.3)		%	18.8		%	8.1		%	55.4		%

The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the second quarter and first six 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 second quarter and first six 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 second quarter and first six 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 second quarter and first six months of 2026, the Company recorded discrete tax benefits of $3.7 million and $3.6 million, respectively. For the second quarter and first six months of 2025, the Company recorded discrete tax benefits of $0.7 million and $2.2 million, respectively. The discrete tax benefit for the second quarter and first six 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 second quarter and first six months of 2025 were predominately related to excess tax benefits from stock-based compensation, net of deductibility limitations.

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 July 3, 2026, the Company had unrecognized tax benefits of approximately $2.9 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.

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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. 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.

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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				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Numerator for basic and diluted EPS:
Income from continuing operations	$	23,605	$	37,009	$	40,111	$	14,544
Loss from discontinued operations	—		—		—		(22)
Net income	$	23,605	$	37,009	$	40,111	$	14,522

Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic	34,010		35,035		34,146		34,488
Dilutive effect of share-based awards	107		319		131		352
Dilutive impact of Convertible Notes	28		359		13		990
Weighted average shares outstanding - Diluted	34,145		35,713		34,290		35,830

Basic earnings per share:
Income from continuing operations	$	0.69	$	1.06	$	1.17	$	0.42
Loss from discontinued operations	—		—		—		—
Basic earnings per share	$	0.69	$	1.06	$	1.17	$	0.42

Diluted earnings per share:
Income from continuing operations	$	0.69	$	1.04	$	1.17	$	0.41
Loss from discontinued operations	$	—	$	—	$	—	$	—
Diluted earnings per share	$	0.69	$	1.04	$	1.17	$	0.41

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		Six Months Ended
	July 3, 2026	June 27, 2025	July 3, 2026	June 27, 2025
Stock options and RSUs	56	85	68	259

PRSUs	105	36	94	131
Common Stock issuable upon conversion of the 2028 Notes	—	—	—	825

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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 six month periods ended July 3, 2026 and June 27, 2025:


	Issued	Treasury Stock	Outstanding
Beginning balance at December 31, 2025	35,481,805	(1,135,355)	34,346,450
Stock options exercised	—	1,084	1,084
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes	—	234,119	234,119
Repurchases of common stock	—	(589,605)	(589,605)



Ending balance at July 3, 2026	35,481,805	(1,489,757)	33,992,048

Beginning balance at December 31, 2024	33,546,262	(6)	33,546,256
Stock options exercised	102,179	—	102,179
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes	237,131	—	237,131
Stock issued upon conversion of convertible debt	1,553,838	—	1,553,838
Exercise of capped call upon conversion of convertible debt	—	(436,980)	(436,980)
Stock issued for acquisition	32,393	—	32,393
Ending balance at June 27, 2025	35,471,803	(436,986)	35,034,817

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 July 3, 2026, the Company had $100 million of capacity remaining under the Share Repurchase Program.

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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
April 3, 2026	$	(113)	$	1,561	$	43,490	$	44,938	$	(281)	$	44,657
Unrealized gain on cash flow hedges	—		1,697		—		1,697		(357)		1,340
Realized gain on foreign currency hedges	—		(2,133)		—		(2,133)		449		(1,684)

Foreign currency translation loss	—		—		(5,576)		(5,576)		—		(5,576)

July 3, 2026	$	(113)	$	1,125	$	37,914	$	38,926	$	(189)	$	38,737

December 31, 2025	$	(113)	$	5,221	$	54,144	$	59,252	$	(1,050)	$	58,202
Unrealized gain on cash flow hedges	—		972		—		972		(204)		768
Realized gain on foreign currency hedges	—		(5,068)		—		(5,068)		1,065		(4,003)

Foreign currency translation loss	—		—		(16,230)		(16,230)		—		(16,230)

July 3, 2026	$	(113)	$	1,125	$	37,914	$	38,926	$	(189)	$	38,737



March 28, 2025	$	67	$	(789)	$	11,306	$	10,584	$	162	$	10,746
Unrealized gain on cash flow hedges	—		8,278		—		8,278		(1,739)		6,539
Realized gain on foreign currency hedges	—		(1,001)		—		(1,001)		210		(791)

Foreign currency translation gain	—		—		47,356		47,356		—		47,356

June 27, 2025	$	67	$	6,488	$	58,662	$	65,217	$	(1,367)	$	63,850

December 31, 2024	$	67	$	(6,482)	$	(8,985)	$	(15,400)	$	1,357	$	(14,043)
Unrealized gain on cash flow hedges	—		12,678		—		12,678		(2,662)		10,016
Realized loss on foreign currency hedges	—		292		—		292		(62)		230

Foreign currency translation gain	—		—		67,647		67,647		—		67,647

June 27, 2025	$	67	$	6,488	$	58,662	$	65,217	$	(1,367)	$	63,850

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Table of Contents

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)
July 3, 2026

Assets: Foreign currency hedging contracts	$	2,577	$	—	$	2,577	$	—
Liabilities: Foreign currency hedging contracts	1,452		—		1,452		—

Liabilities: Contingent consideration	7,000		—		—		7,000

December 31, 2025



Liabilities: Foreign currency hedging contracts	$	5,221	$	—	$	5,221	$	—
Liabilities: Contingent consideration	8,179		—		—		8,179

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 July 3, 2026 is as follows (dollars in thousands):


Notional Amount		Maturity Date	$/Foreign Currency		Fair Value		Balance Sheet Location

$	31,383	Jul 2027	0.0522	MXN Peso	$	2,533	Prepaid expenses and other current assets
2,474		Jul 2027	0.2443	MYR Ringgit	20		Prepaid expenses and other current assets
4,201		Jul 2027	0.0247	UYU Peso	24		Prepaid expenses and other current assets

40,679		Jul 2027	1.1794	Euro	(957)		Accrued expenses and other current liabilities
19,589		Jul 2027	0.0567	MXN Peso	(129)		Accrued expenses and other current liabilities
2,555		Apr 2027	0.2591	MYR Ringgit	(126)		Accrued expenses and other current liabilities
8,695		Apr 2027	0.0255	UYU Peso	(209)		Accrued expenses and other current liabilities
3,752		Oct 2027	0.0558	MXN Peso	(31)		Other long-term liabilities

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Table of Contents

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
$	15,906	Oct 2026	1.1610	Euro	$	266	Prepaid expenses and other current assets
7,649		Oct 2026	0.0244	UYU Peso	383		Prepaid expenses and other current assets
51,699		Dec 2026	0.0501	MXN Peso	4,491		Prepaid expenses and other current assets
2,959		Oct 2026	0.2401	MYR Ringgit	82		Prepaid expenses and other current assets
3,842		Apr 2027	0.0519	MXN Peso	76		Other long-term assets
8,923		Jul 2026	1.1898	Euro	(77)		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 six months ended July 3, 2026 and June 27, 2025 (in thousands):


	Three Months Ended
	July 3, 2026				June 27, 2025
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Sales	$	464,110	$	(181)	$	476,494	$	725
Cost of sales	351,168		1,878		347,342		277
Operating expenses	78,414		—		69,814		(1)



	Six Months Ended
	July 3, 2026				June 27, 2025
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Sales	$	903,690	$	(1,356)	$	913,886	$	142
Cost of sales	681,153		2,420		664,416		(416)
Operating expenses	156,140		(92)		140,580		(18)

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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
	July 3, 2026		June 27, 2025			July 3, 2026		June 27, 2025

Foreign exchange contracts	$	(220)	$	2,938	Sales	$	(181)	$	725
Foreign exchange contracts	2,353		5,214		Cost of sales	1,878		277
Foreign exchange contracts	—		126		Operating expenses	—		(1)

	Six Months Ended					Six Months Ended
	July 3, 2026		June 27, 2025			July 3, 2026		June 27, 2025

Foreign exchange contracts	$	(104)	$	4,746	Sales	$	(1,356)	$	142
Foreign exchange contracts	5,172		7,633		Cost of sales	2,420		(416)
Foreign exchange contracts	—		299		Operating expenses	(92)		(18)

The Company expects to reclassify net gains totaling $1.2 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 July 3, 2026 and December 31, 2025, the Company had total notional amounts of $66.5 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 $0.4 million for the three and six months ended July 3, 2026, compared to net losses of $2.6 million and $2.2 million, respectively, for the three and six months ended June 27, 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 six months ended July 3, 2026 and June 27, 2025 (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Fair value measurement at beginning of period	$	8,179	$	3,445	$	8,179	$	904
Amount recorded for current year acquisitions	—		—		—		2,541
Fair value measurement adjustment	(1,179)		(309)		(1,179)		(309)


Fair value measurement at end of period	$	7,000	$	3,136	$	7,000	$	3,136

As of July 3, 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.

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Table of Contents

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 July 3, 2026 (in thousands):


			As of July 3, 2026
			Maximum Remaining Payout (undiscounted)
Acquisition	Acquisition Date	RemainingMilestone Years	2026		2027		2028		2029		Total		Fair Value
Biocoat	12/04/25	2026	$	7,000	$	—	$	—	$	—	$	7,000	$	7,000
VSi	02/28/25	2026 - 2028	—		1,000		1,000		1,000		3,000		—


InNeuroCo	10/01/23	2026 - 2027	—		2,700		2,700		—		5,400		—

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):


	July 3, 2026		December 31, 2025
Equity method investment	$	6,239	$	7,709
Non-marketable equity securities	180		180
Convertible debt instrument	13,722		—
Total equity and other investments	$	20,141	$	7,889

During the first quarter of 2026, the Company invested 12 million euro ($13.8 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				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Equity method investment (gain) loss	$	(42)	$	8	$	1,426	$	(173)

The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of July 3, 2026 and December 31, 2025, the Company owned 8.0% of this fund.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) SEGMENTS AND DISAGGREGATED REVENUE

The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated income from continuing operations to make key operating decisions, including resource allocations and performance assessments. Refer to the Condensed Consolidated Statement of Operations and Comprehensive Income for financial results of the Company’s operating segment.

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):


	July 3, 2026		December 31, 2025
Long-lived tangible assets by geographic area:
United States	$	293,618	$	297,441
Ireland	152,923		160,511
Mexico	50,706		45,922

Rest of world	35,093		32,553
Total	$	532,340	$	536,427

The following table presents sales by product line (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025


Cardio & Vascular	$	280,308	$	286,855	$	542,041	$	545,726
Cardiac Rhythm Management & Neuromodulation	173,712		171,998		341,976		332,343
Other Markets	10,090		17,641		19,673		35,817



Total sales	$	464,110	$	476,494	$	903,690	$	913,886

Revenue recognized from products and services transferred to customers over time represented 35% and 36%, respectively, of total revenue for the three and six months ended July 3, 2026, compared to 32% and 33%, respectively, for the three and six months ended June 27, 2025.

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		Six Months Ended
	July 3, 2026	June 27, 2025	July 3, 2026	June 27, 2025

Customer A	18%	14%	18%	14%
Customer B	17%	16%	18%	16%
Customer C	17%	21%	16%	21%






All other customers	48%	49%	48%	49%

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Table of Contents

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		Six Months Ended
	July 3, 2026	June 27, 2025	July 3, 2026	June 27, 2025
United States	53%	52%	53%	52%



Costa Rica	11%	*	12%	*



All other countries	36%	48%	35%	48%

_____

* 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):


	July 3, 2026		December 31, 2025

Contract assets	$	119,024	$	112,546
Contract liabilities (included in Accrued expenses and other current liabilities)	4,466		5,213
Contract liabilities (included in Other long-term liabilities)	2,548		3,265

During the three and six months ended July 3, 2026, the Company recognized $1.4 million and $2.8 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2025. During the six months ended June 27, 2025, the Company recognized $0.6 million and $1.8 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2024.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(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).

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(15.) SUBSEQUENT EVENT (Continued)

In addition, prior to receipt of the Company Stockholder Approval, (i) the Company may also terminate the Merger Agreement to (A) 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 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 a Superior 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 by the Company 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.

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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:

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

•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.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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.

The Merger

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”).

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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.

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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Sales Outlook

In 2026, we expect year over year sales growth to be primarily impacted by lower sales related to three new products due to lower than anticipated market adoption. We believe the magnitude of these changes on multiple products at the same time is highly unusual.

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.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Financial Overview

Income from continuing operations for the second quarter and first six months of 2026 was $23.6 million, or $0.69 per diluted share, and $40.1 million, or $1.17 per diluted share, respectively, compared to $37.0 million, or $1.04 per diluted share, and $14.5 million, or $0.41 per diluted share for the second quarter and first six months of 2025, respectively. These variances are primarily the result of the following:

•Sales for the second quarter and first six months of 2026 decreased $12.4 million and $10.2 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 second quarter and first six months of 2026 were impacted by lower sales related to lower than anticipated market adoption of three new products.

•Gross profit for the second quarter and first six months of 2026 decreased $16.2 million and $26.9 million, respectively, primarily driven by lower fixed cost absorption due to lower production volumes.

•Operating expenses for the second quarter and first six months of 2026 increased $8.6 million and $15.6 million, respectively, when compared to the same periods in 2025, primarily due to higher SG&A expenses and Restructuring and other charges. Operating expenses as a percentage of sales were 16.9% and 14.7% for the second quarters of 2026 and 2025, respectively, and 17.3% and 15.4% for the first six months of 2026 and 2025, respectively.

•Interest expense for the second quarter of 2026 increased $0.4 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 six months of 2026 decreased $4.7 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 six 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 six months of 2025. (Gain) loss on equity investments for the second quarter of 2026 and 2025 were not material. Gains and losses on equity investments are generally unpredictable in nature.

•Other loss, net for the second quarter and first six months of 2026 were net losses of $1.1 million and $1.5 million, respectively, compared to net losses of $4.0 million and $51.9 million, respectively, for the second quarter and first six 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 benefit for the second quarter and provision for income taxes for the first six months of 2026 of $0.3 million and $3.5 million, respectively, compared with provisions for income taxes of $8.6 million and $18.1 million, respectively, for the second quarter and first six 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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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
	July 3,			June 27,			Change
	2026			2025			$		%






Sales	$	464,110		$	476,494		$	(12,384)	(2.6)	%
Cost of sales	351,168			347,342			3,826		1.1	%
Gross profit	112,942			129,152			(16,210)		(12.6)	%
Gross profit as a % of sales	24.3		%	27.1		%
Operating expenses:
Selling, general and administrative (“SG&A”)	57,699			52,923			4,776		9.0	%
SG&A as a % of sales	12.4		%	11.1		%
Research, development and engineering (“RD&E”)	11,278			14,240			(2,962)		(20.8)	%
RD&E as a % of sales	2.4		%	3.0		%
Restructuring and other charges	9,437			2,651			6,786		256.0	%
Total operating expenses	78,414			69,814			8,600		12.3	%
Operating income	34,528			59,338			(24,810)		(41.8)	%
Operating expense as a % of sales	16.9		%	14.7		%
Operating income as a % of sales (“Operating margin”)	7.4		%	12.5		%
Interest expense	10,135			9,754			381		3.9	%
(Gain) loss on equity investments	(42)			8			(50)		NM
Other loss, net	1,144			3,980			(2,836)		(71.3)	%
Income from continuing operations before taxes	23,291			45,596			(22,305)		(48.9)	%
Provision (benefit) for income taxes	(314)			8,587			(8,901)		(103.7)	%
Effective tax rate	(1.3)		%	18.8		%
Income from continuing operations	$	23,605		$	37,009		$	(13,404)	(36.2)	%
Income from continuing operations as a % of sales	5.1		%	7.8		%
Diluted earnings per share from continuing operations	$	0.69		$	1.04		$	(0.35)	(33.7)	%

NM - Calculated change not meaningful.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS



	Six Months Ended
	July 3,			June 27,			Change
	2026			2025			$		%






Sales	$	903,690		$	913,886		$	(10,196)	(1.1)	%
Cost of sales	681,153			664,416			16,737		2.5	%
Gross profit	222,537			249,470			(26,933)		(10.8)	%
Gross profit as a % of sales	24.6		%	27.3		%
Operating expenses:
SG&A	116,410			104,083			12,327		11.8	%
SG&A as a % of sales	12.9		%	11.4		%
RD&E	27,521			28,441			(920)		(3.2)	%
RD&E as a % of sales	3.0		%	3.1		%
Restructuring and other charges	12,209			8,056			4,153		51.6	%
Total operating expenses	156,140			140,580			15,560		11.1	%
Operating income	66,397			108,890			(42,493)		(39.0)	%
Operating expense as a % of sales	17.3		%	15.4		%
Operating income as a % of sales	7.3		%	11.9		%
Interest expense	19,869			24,559			(4,690)		(19.1)	%
Gain on equity investments	1,426			(173)			1,599		NM
Other loss, net	1,460			51,907			(50,447)		(97.2)	%
Income from continuing operations before taxes	43,642			32,597			11,045		33.9	%
Provision for income taxes	3,531			18,053			(14,522)		(80.4)	%
Effective tax rate	8.1		%	55.4		%
Income from continuing operations	$	40,111		$	14,544		$	25,567	175.8	%
Income from continuing operations as a % of sales	4.4		%	1.6		%
Diluted earnings per share from continuing operations	$	1.17		$	0.41		$	0.76	185.4	%

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Product Line Sales

Sales by product lines were as follows (in thousands):


	Three Months Ended
	July 3,			June 27,		Change
	2026			2025		$		%
Cardio & Vascular	$	280,308		$	286,855	$	(6,547)	(2.3)	%
Cardiac Rhythm Management & Neuromodulation	173,712			171,998		1,714		1.0
Other Markets	10,090			17,641		(7,551)		(42.8)
Total sales	$	464,110	464110	$	476,494	$	(12,384)	(2.6)

	Six Months Ended
	July 3,			June 27,		Change
	2026			2025		$		%
Cardio & Vascular	$	542,041		$	545,726	$	(3,685)	(0.7)	%
Cardiac Rhythm Management & Neuromodulation	341,976			332,343		9,633		2.9
Other Markets	19,673			35,817		(16,144)		(45.1)
Total sales	$	903,690	903690	$	913,886	$	(10,196)	(1.1)

For the second quarter and first six months of 2026, Cardio & Vascular (“C&V”) sales decreased $6.5 million, or (2)%, and $3.7 million, or (1)%, respectively, versus the comparable 2025 periods. Our 2025 acquisitions increased C&V sales for the second quarter and first six months of 2026 by $0.2 million and $2.9 million, in comparison to the corresponding periods in 2025. C&V sales for the second quarter and first six 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 increased C&V sales for the second quarter and first six months of 2026 by $0.3 million and $1.6 million, in comparison to the corresponding periods in 2025, primarily due to U.S. dollar fluctuations relative to the Euro.

For the second quarter and first six months of 2026, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $1.7 million, or 1%, and $9.6 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 second quarter of 2026 in comparison to the corresponding period in 2025.

Other Markets sales for the second quarter and first six months of 2026 decreased $7.6 million, or 43%, and $16.1 million or 45%, 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 second quarter and first six months of 2026 in comparison to the corresponding periods in 2025.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Gross Profit


	Three Months Ended
	July 3,			June 27,			Change
	2026			2025			$		%
Gross profit (in thousands)	$	112,942		$	129,152		$	(16,210)	(12.6)	%
Gross margin	24.3		%	27.1		%

	Six Months Ended
	July 3,			June 27,			Change
	2026			2025			$		%
Gross profit (in thousands)	$	222,537		$	249,470		$	(26,933)	(10.8)	%
Gross margin	24.6		%	27.3		%

Gross margin declined in the second quarter and first six months of 2026 compared to the same prior year period due to the negative impact of lower fixed cost absorption, 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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

SG&A Expenses

Changes to SG&A expenses from the prior year periods were due to the following (in thousands):


	Three Months Ended
	July 3,		June 27,		Change
	2026		2025		$		%
Compensation and benefits	$	27,221	$	27,851	$	(630)	(2.3)	%
Depreciation and amortization expense	12,841		12,709		132		1.0
Professional fees(a)	9,093		4,460		4,633		103.9
Contract services(b)	4,837		4,088		749		18.3
Travel and entertainment	792		806		(14)		(1.7)
Bank fees and charges	648		913		(265)		(29.0)
All other SG&A	2,267		2,096		171		8.2
Total SG&A expense	$	57,699	$	52,923	$	4,776	9.0



	Six Months Ended

	July 3,		June 27,		Change
	2026		2025		$		%
Compensation and benefits	$	56,253	$	55,414	$	839	1.5	%
Depreciation and amortization expense	25,703		24,485		1,218		5.0
Professional fees(a)	16,714		7,800		8,914		114.3
Contract services(b)	9,837		8,067		1,770		21.9
Travel and entertainment	1,229		1,981		(752)		(38.0)
Bank fees and charges	1,479		1,745		(266)		(15.2)
All other SG&A	5,195		4,591		604		13.2
Total SG&A expense	$	116,410	$	104,083	$	12,327	11.8

__________

(a)Professional fees for the second quarter and first six months of 2026 were impacted by legal and advisory fees related to a stockholder activist matter and defense of a securities class action lawsuit. The activist related costs amounted to $0.6 and $3.8 million for the second quarter and first six months of 2026. In addition, we recorded $1.8 million during the second quarter of 2026 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.

RD&E

RD&E expense for the second quarter and first six months of 2026 was $11.3 million and $27.5 million, respectively, compared to $14.2 million and $28.4 million, respectively, for the second quarter and first six months of 2025. The decreases in RD&E expense during the second quarter and first six months of 2026 compared to the same period in 2025, was 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.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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
	July 3,		June 27,		Change
	2026		2025		$		%
Restructuring charges(a)	$	1,841	$	637	$	1,204	189.0	%
Acquisition and integration costs(b)	173		2,007		(1,834)		(91.4)
Other general expenses(c)	7,423		7		7,416		NM
Total restructuring and other charges	$	9,437	$	2,651	$	6,786	256.0

	Six Months Ended
	July 3,		June 27,		Change
	2026		2025		$		%
Restructuring charges(a)	$	2,448	$	1,301	$	1,147	88.2	%
Acquisition and integration costs(b)	1,615		6,749		(5,134)		(76.1)
Other general expenses(c)	8,146		6		8,140		NM
Total restructuring and other charges	$	12,209	$	8,056	$	4,153	51.6

__________

(a)Restructuring charges for the second quarter and first six 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 second quarter and first six 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 second quarter and first six months of 2025 primarily include acquisition expenses related to the Precision and VSi acquisitions.

(c)Amounts include gains and losses in connection with the disposal of property, plant and equipment. Amount for the second quarter and first six months of 2026 include fixed asset impairment charges of $5.9 million. The impairment charges were primarily due to revised expectations regarding the future use of certain fixed assets.

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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Interest Expense

Information relating to our interest expense is as follows (dollars in thousands):


	Three Months Ended
	July 3, 2026				June 27, 2025				Change
	Amount		Rate		Amount		Rate		Amount		Rate (bp)
Contractual interest expense	$	7,650	2.40	%	$	7,632	2.41	%	$	18	(1)

Amortization of deferred debt issuance costs and original issue discount	1,638		0.52		1,615		0.55		23		(3)
Losses from extinguishment of debt	—		—		130		0.04		(130)		(4)
Interest expense on borrowings	9,288		2.92	%	9,377		3.00	%	(89)		(8)
Other interest expense	847				377				470
Total interest expense	$	10,135			$	9,754			$	381



	Six Months Ended
	July 3, 2026				June 27, 2025				Change
	Amount		Rate		Amount		Rate		Amount		Rate (bp)
Contractual interest expense	$	15,042	2.40	%	$	20,117	3.22	%	$	(5,075)	(82)

Amortization of deferred debt issuance costs and original issue discount	3,263		0.52		2,760		0.49		503		3
Losses from extinguishment of debt	—		—		867		0.14		(867)		(14)
Interest expense on borrowings	18,305		2.92	%	23,744		3.85	%	(5,439)		(93)
Other interest expense	1,564				815				749
Total interest expense	$	19,869			$	24,559			$	(4,690)

Contractual interest expense for the second quarter of 2026 has leveled off, with a slight increase in the quarter compared to the same period in 2025. During the first six months of 2026, contractual interest expense decreased due to a lower weighted average interest rate, partially offset by a higher average debt balance outstanding. 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 second quarter and first six 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 the first quarter of 2025 were related to prepayments of portions of the TLA Facility, primarily in connection with issuance of our 2030 Notes.

As of July 3, 2026 and December 31, 2025, approximately 89% 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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

(Gain) Loss on Equity Investments

(Gain) loss on equity investments for each period were as follows (in thousands):


	Three Months Ended				Six Months Ended
	July 3, 2026		June 27, 2025		July 3, 2026		June 27, 2025
Equity method investment (gain) loss	$	(42)	$	8	$	1,426	$	(173)

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 July 3, 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
	July 3,		June 27,		Change
	2026		2025		$		%
Foreign currency transaction losses, net(a)	$	999	$	3,866	$	(2,867)	(74)	%

Other losses, net	145		114		31		27	%
	$	1,144	$	3,980	$	(2,836)	(71)	%



	Six Months Ended
	July 3,		June 27,		Change
	2026		2025		$		%
Foreign currency transaction losses, net(a)	$	1,375	$	5,010	$	(3,635)	(73)	%
Debt conversion inducement expense(b)	—		46,681		(46,681)		NM
Other losses, net	85		216		(131)		(61)	%
	$	1,460	$	51,907	$	(50,447)	(97)	%

__________

(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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Provision for Income Taxes


	Three Months Ended
	July 3,			June 27,			Change
	2026			2025			$		%
Income from continuing operations before taxes	$	23,291		$	45,596		$	(22,305)	(49)	%
Provision (benefit) for income taxes	(314)			8,587			(8,901)		(104)	%
Effective tax rate	(1.3)		%	18.8		%

	Six Months Ended
	July 3,			June 27,			Change
	2026			2025			$		%
Income from continuing operations before taxes	$	43,642		$	32,597		$	11,045	34	%
Provision for income taxes	3,531			18,053			(14,522)		(80)	%
Effective tax rate	8.1		%	55.4		%

The decrease in the tax provision was 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.

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 July 3, 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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

Sources of Liquidity


(dollars in thousands)	July 3, 2026		December 31, 2025
Cash and cash equivalents	$	21,375	$	17,161
Working capital from continuing operations	$	593,494	$	538,056
Current ratio from continuing operations	3.73		3.32

Cash and cash equivalents at July 3, 2026 increased by $4.2 million from December 31, 2025. Cash generated by operating activities of $84.4 million and proceeds from net borrowings on our revolving credit facility of $50.0 million were primarily offset by purchases of property, plant and equipment of $46.7 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 $10.3 million.

Working capital increased by $55.4 million from December 31, 2025, or $51.2 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, contract assets and accrued expenses and other liabilities, which were partially offset by a decrease in accounts receivable from the favorable timing of customer payments.

At July 3, 2026, $7.8 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 July 3, 2026, our capital structure consisted of $1,237.9 million of debt, net of deferred debt issuance costs and unamortized discounts and 34 million shares of common stock outstanding. As of July 3, 2026, we had access to $744.7 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 July 3, 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 $15 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.

Based on current expectations, 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 share of Company Common Shares 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 Item 1A. Risk Factors, Risks Related to the Merger.

Credit Facilities and 2028 Notes

As of July 3, 2026, we had Senior Secured Credit Facilities that consist of an $800 million Revolving Credit Facility, with $50 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 July 3, 2026, we were in compliance with these financial covenants. As of July 3, 2026, our Total Net Leverage Ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 2.9:1.0. For the twelve month period ended July 3, 2026, our interest coverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 14.0:1.0.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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 July 3, 2026, the remaining aggregate principal amount of the 2028 Convertible Notes was $116.3 million.

As of July 3, 2026, the conditions allowing holders of the Convertible Notes to convert had not been met. Any determination regarding the convertibility of the Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the Convertible Notes. These obligations are classified as a long-term liability on the Consolidated Balance Sheet at July 3, 2026.

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 July 3, 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 six months of 2026 and 2025, we sold, without recourse, $25.1 million and $131.1 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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Summary of Cash Flow

The following cash flow summary information includes cash flows related to discontinued operations.


	Six Months Ended
(in thousands)	July 3, 2026		June 27, 2025
Cash provided by (used in):
Operating activities	$	84,430	$	75,138
Investing activities	(60,586)		(214,994)
Financing activities	(19,755)		115,989
Effect of foreign currency exchange rates on cash and cash equivalents	125		459
Net change in cash and cash equivalents	$	4,214	$	(23,408)

Operating Activities – During the first six months of 2026, we generated cash from operations of $84.4 million, compared to $75.1 million for the first six months of 2025, as an increase in cash flow provided by changes in operating assets and liabilities was partially offset by a $13.0 million decrease in net income adjusted for non-cash items such as depreciation and amortization.

Investing Activities – The $154.4 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 six 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 six months of 2026 was $19.8 million compared to $116.0 million provided by financing activities for the first six months of 2025. In the first six 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 six 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, $116.0 million net payments on our Revolving Credit Facility, and $13.1 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 July 3, 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, 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 as set forth below, 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.

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.

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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.

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. Our stockholders may file lawsuits against us and/or our directors and officers in connection with the Merger. Even if any such lawsuits are unsuccessful, defending against them may result in substantial costs. 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.

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 July 3, 2026. As of July 3, 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 July 3, 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.”

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ITEM 6.EXHIBITS


Exhibit Number						Description

2.1						Agreement and Plan of Merger by and among Integer Holdings Corporation, Armstrong Parent, Inc., and Armstrong Bidco, Inc. dated August 2, 2026 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 4, 2026)
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)
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
32.1**						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.

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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:

August 4, 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