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.


	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

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.


	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

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.

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.


	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.