On August 2, 2026, Integer Holdings Corporation, a Delaware corporation (referred to as “ITGR”) entered into an Agreement and Plan of Merger (referred to as the “merger agreement”), by and among ITGR, Armstrong Parent, Inc., a Delaware corporation (referred to as “Parent”), and Armstrong Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (referred to as “Merger Sub”). Pursuant to the merger agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into ITGR (referred to as the “merger”), with ITGR surviving the merger as a wholly owned subsidiary of Parent (referred to as the “surviving corporation”). Parent and Merger Sub are each affiliates of investment funds managed by one or more subsidiaries of KKR & Co. Inc. (referred to as the “KKR Parent Company”) and its subsidiaries. KKR Parent Company is a leading global investment firm. The respective boards of directors of ITGR and Parent have unanimously approved the merger agreement and the merger.

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, you will be entitled to receive, for each share of common stock, par value $0.001 per share, of ITGR (referred to as an “ITGR common stock”) that you own immediately prior to the effective time of the merger, $127.00 in cash without interest (referred to as the “merger consideration”). The merger consideration represents an approximately 51.8% premium over the unaffected price of ITGR common stock of $83.67, which was the closing trading price on April 29, 2026, the last trading day prior to ITGR’s announcement of a strategic review.

The ITGR board of directors has unanimously (i) determined that it is in the best interest of ITGR and the ITGR stockholders, and declared it advisable, that ITGR enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery of the merger agreement by ITGR, the performance by ITGR of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted for consideration by ITGR stockholders entitled to vote thereon at a meeting thereof and (iv) resolved to recommend adoption of the merger agreement to the ITGR stockholders.

At the special meeting of ITGR stockholders described in the accompanying proxy statement (referred to as the “special meeting”), you will be asked to approve the merger agreement proposal and to vote on other merger-related matters. The ITGR board of directors unanimously recommends that ITGR stockholders vote “FOR” the merger agreement proposal and “FOR” each of the other proposals described in the accompanying proxy statement.

Your vote is very important regardless of the number of shares of ITGR common stock that you own. Parent and ITGR cannot complete the merger without the approval of the merger agreement proposal by ITGR stockholders holding at least a majority of the shares of ITGR common stock outstanding and entitled to vote thereon at the close of business on [  ], 2026, the record date for the special meeting. The failure of any ITGR stockholder to vote will have the same effect as a vote against the approval of the merger agreement proposal. Whether or not you plan to participate in the special meeting, ITGR urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. You must provide voting instructions by filling out the voting instruction card in order for your shares to be voted.

More information about Parent, ITGR, the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement.

If you have any questions or need assistance voting your shares of ITGR common stock, please contact Georgeson LLC (referred to as “Georgeson”), ITGR’s proxy solicitor, by calling toll-free at (888) 790-2738.

On behalf of the ITGR board of directors, thank you for your continued support.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [   ], 2026 and is first being mailed to ITGR stockholders on or about [   ], 2026.

This is a notice that the special meeting of stockholders of Integer Holdings Corporation (referred to as “ITGR”) will be held on [   ], 2026, beginning at [  ] p.m., Eastern Time (such meeting is referred to as the “special meeting”). The special meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes:

The proxy statement of which this notice is a part (a) incorporates important business and financial information about ITGR, Parent and Merger Sub from other documents that ITGR has filed with the U.S. Securities and Exchange Commission (referred to as the “SEC”) and that are contained in or incorporated by reference into this proxy statement and (b) provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting, including the proposals listed above. Please refer to the accompanying proxy statement, including the merger agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the special meeting. You are encouraged to read the entire proxy statement carefully before voting. The ITGR board of directors has unanimously (i) determined that it is in the best interest of ITGR and the ITGR stockholders, and declared it advisable, that ITGR enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery of the merger agreement by ITGR, the performance by ITGR of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted for consideration by ITGR stockholders entitled to vote thereon at a meeting thereof and (iv) resolved to recommend adoption of the merger agreement to the ITGR stockholders.

The ITGR board of directors unanimously recommends that ITGR stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

The ITGR board of directors has fixed the close of business on [   ], 2026, as the record date for determination of ITGR stockholders entitled to receive notice of, and to vote at, the special meeting or any adjournments or postponements thereof (referred to as the “record date”). Only holders of record of ITGR common stock as of the close of business on the record date are entitled to receive notice of, and to vote at, the special meeting.

Under Delaware law, holders of ITGR common stock who do not vote in favor of the merger agreement proposal will have the right to seek appraisal and obtain payment in cash for the fair value of their shares of ITGR common stock, as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they strictly comply with the procedures prescribed by Delaware law. These procedures are summarized in the section titled “Appraisal Rights of ITGR Stockholders” in the accompanying proxy statement. In addition, the text of Section 262 of the General Corporation Law of the State of Delaware is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The merger cannot be completed unless the merger agreement proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least a majority of the outstanding shares of ITGR common stock entitled to vote thereon.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) attend the special meeting virtually, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If a quorum is present, your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement but will have no effect on the other proposals.

Whether or not you expect to participate in the special meeting, ITGR urges you to submit a proxy to have your shares voted as promptly as possible either: (1) via the internet at www.proxyvote.com (see proxy card for instructions); (2) by telephone by calling (800) 690-6903 (see proxy card for instructions); or (3) by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the special meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Any stockholder of record participating in the special meeting may vote even if such stockholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a “legal proxy” from the bank, brokerage firm or other nominee to vote at the special meeting.

ITGR stockholders of record as of [   ], 2026 will be able to participate in the special meeting by visiting www.virtualshareholdermeeting.com/ITGR2026SM and entering the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials. If you would like to view the special meeting materials via the internet, please visit www.proxyvote.com.

If you have any questions about the special meeting, the merger, the proposals or the accompanying proxy statement, would like additional copies of this proxy statement, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of ITGR common stock, you should contact:

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, ITGR advances the goals of its medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation. ITGR’s brands include Greatbatch Medical and Lake Region Medical. ITGR’s primary customers include large, multi-national original equipment manufacturers and their affiliated subsidiaries. ITGR common stock trades on the New York Stock Exchange (referred to as “NYSE”) under the symbol “ITGR.” The principal executive offices of ITGR are located at 5830 Granite Parkway, Plano, Texas 75024, and its telephone number is (214) 618-5243.

Armstrong Parent, Inc. is a Delaware corporation, and was formed on July 30, 2026 solely for the purpose of engaging in the transactions contemplated by the merger agreement and other documents or agreements executed and delivered in connection with the merger agreement. Upon the completion of the merger, ITGR will be a wholly owned subsidiary of Parent. Parent is an affiliate of investment funds managed by one or more subsidiaries of KKR & Co. Inc. (referred to as the “KKR Parent Company”) and its subsidiaries (KKR Parent Company and its subsidiaries, referred to as the “KKR Group”). The registered office of Parent is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.

Armstrong Bidco, Inc. is a Delaware corporation and a wholly owned subsidiary of Parent, and was formed on July 30, 2026, solely for the purpose of engaging in the transactions contemplated by the merger agreement and other documents or agreements executed and delivered in connection with the merger agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement. Upon the completion of the merger, Merger Sub will cease to exist with ITGR continuing as the surviving corporation. Merger Sub is an affiliate of investment funds managed by one or more subsidiaries of the KKR Group. The registered office of Merger Sub is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.

A copy of the merger agreement is attached as Annex A to this proxy statement. ITGR encourages you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section titled “The Merger Agreement.”

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with Delaware law, Merger Sub will merge with and into ITGR, with ITGR surviving the merger and becoming a wholly owned subsidiary of Parent.

At the effective time of the merger (the “effective time”), each share of ITGR common stock issued and outstanding immediately prior to the effective time (other than ITGR common stock (i) held by ITGR 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 ITGR immediately prior to the effective time (the shares referred to in clauses (i) and (ii) are referred to as “excluded shares”) and (iii) held by any person who is entitled to demand, and has properly and validly demanded, appraisal in respect of such ITGR common stock pursuant to applicable law (the shares referred to in clause (iii) are referred to as “dissenting shares”)) will be entitled to receive: $127.00 in cash, without interest (referred to as the “merger consideration”).

For additional information on the consideration ITGR stockholders will receive in connection with the merger, see the section titled “The Merger Agreement—Effect of the Merger on ITGR Common Stock.”

Outstanding ITGR equity awards will generally be treated as follows: (i) vested restricted stock unit (referred to as a “RSU”) awards and 50% (assessed on a tranche-by-tranche basis) of unvested RSU awards will be canceled in exchange for a cash amount based on the merger consideration and paid as soon as practicable following the closing of the merger, and the remaining 50% of unvested RSUs will be converted into a deferred cash award based on the merger consideration that vests and is paid based on the original RSU award’s vesting conditions (with certain termination protections); (ii) performance stock unit (referred to as a “PSU”) awards for which the performance period is completed but that have not yet been settled will be canceled in exchange for a cash amount equal to the merger consideration based on actual performance, and PSU awards with open performance periods will be converted into a cash amount based on the merger consideration assuming the greater of target and actual performance, with 50% (assessed on a tranche-by-tranche basis) of such amount being paid as soon as practicable following the closing of the merger and the remaining 50% of such amount vesting and being paid based on the original PSU award’s service vesting conditions (with certain termination protections and without regard to any performance conditions); and (iii) each stock option 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 of such stock option.

For additional information on the treatment of ITGR equity awards in connection with the merger, see the section titled “The Merger Agreement—Treatment of ITGR Equity Awards.”

At its August 2, 2026 meeting held to evaluate the merger, the ITGR board of directors unanimously (i) determined that it is in the best interest of ITGR and the ITGR stockholders, and declared it advisable, that ITGR enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery of the merger agreement by ITGR, the performance by ITGR of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted for consideration by ITGR stockholders entitled to vote thereon at a meeting thereof and (iv) resolved to recommend adoption of the merger agreement to the ITGR stockholders.

The ITGR board of directors unanimously recommends that ITGR stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

In evaluating the merger and the merger agreement and arriving at its determination, the ITGR board of directors consulted with ITGR’s senior management, ITGR’s financial advisor, Goldman Sachs & Co. LLC (referred to as

“Goldman Sachs”), and ITGR’s outside legal counsel, Davis Polk & Wardwell LLP (referred to as “Davis Polk”), and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to ITGR and ITGR stockholders, as described in more detail in the section titled “The Merger (Proposal 1)—ITGR’s Reasons for the Merger; Recommendation of the ITGR Board of Directors.”

Goldman Sachs rendered its opinion to the ITGR board of directors that, as of August 2, 2026, and based upon and subject to the factors and assumptions set forth therein, the $127.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of shares of ITGR common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated August 2, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the ITGR board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of ITGR common stock should vote with respect to the merger or any other matter. Pursuant to an engagement letter between ITGR and Goldman Sachs, ITGR has agreed to pay Goldman Sachs a transaction fee of approximately $85.7 million (which includes a discretionary incentive fee approved by the ITGR board of directors prior to the execution of the merger agreement), all of which is contingent upon consummation of the merger.

For additional information, see the section titled “The Merger (Proposal 1)—Opinion of ITGR’s Financial Advisor.”

Parent intends to fund the cash portion of the merger consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the merger agreement, (i) Merger Sub entered into a debt commitment letter (referred to as the “debt commitment letter”), pursuant to which certain financial institutions (referred to as the “lenders”) have committed to provide to Merger Sub up to (a) $2,100,000,000 aggregate principal amount under a senior secured term loan facility and (b) $350,000,000 aggregate principal amount under a senior secured revolving credit facility and (ii) Parent entered into an equity commitment letter (referred to as the “equity commitment letter” and, the equity commitment letter and the debt commitment letter together referred to as the “commitment letters”), pursuant to which KKR Core II Holding Company LLC (referred to as “KKR Core”) has committed to contribute an aggregate amount of $3,825,000,000 to Parent. The obligations of the lenders to provide debt financing under the debt commitment letter and KKR Core to provide equity financing under the equity commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such financing in accordance with such commitment letter and (b) the consummation of the merger in all material respects in accordance with the terms and conditions of the merger agreement. The receipt of the equity financing by Parent and the debt financing by Merger Sub is not a condition to either Parent’s or Merger Sub’s obligations to complete the merger. For more information about the financing of the merger, see the sections titled “The Merger (Proposal 1)—Financing of the Merger” and “The Merger Agreement—Financing of the Merger.”

The receipt of cash in exchange for ITGR common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. U.S. Holders (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (a) the amount of cash received and (b) the U.S. Holder’s adjusted tax basis in the ITGR common stock surrendered in exchange.

Except in certain specific circumstances described below and under “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders,” a Non-U.S. Holder (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will not be subject to U.S. federal income tax unless such Non-U.S. Holder has certain connections with the United States.

The U.S. federal income tax consequences described above may not apply to all holders of ITGR common stock. You should read the section titled “Material U.S. Federal Income Tax Consequences of the Merger” for a more

complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the merger to you.

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to as the “HSR Act”) and certain other applicable antitrust and foreign direct investment laws, which prevent ITGR and Parent from completing the merger until required information and materials are furnished to the relevant regulators, including the Antitrust Division of the Department of Justice (referred to as the “DOJ”) and the Federal Trade Commission (referred to as the “FTC”), and the necessary approvals are received, or the relevant waiting periods are terminated or expire. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. The parties may also choose to voluntarily re-start the initial 30-calendar-day waiting period by following certain prescribed procedures. After the expiration of the initial waiting period (or the re-started initial waiting period), the Antitrust Division of the DOJ or the FTC may issue a Request for Additional Information and Documentary Material (referred to as a “second request”). If a second request is issued, the parties may not complete the merger until they substantially comply with the second request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier, or the parties commit not to close for some additional period of time. ITGR and Parent submitted the requisite notification and report forms under the HSR Act on August 31, 2026, and the waiting period will expire on September 30, 2026 at 11:59 p.m., Eastern Time, unless it is extended by request for additional information or terminated earlier or if ITGR and Parent pull and refile or commit not to close for some additional period of time.

For more information about regulatory clearances relating to the merger, see the sections titled “The Merger (Proposal 1)—Regulatory Clearances and Approvals Required for the Merger” and “The Merger Agreement—Conditions to the Merger.”

Although the parties expect that the required regulatory clearances will be obtained, the parties cannot assure you that regulatory clearance will be timely obtained or obtained at all or that the granting of regulatory clearance will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. Any such additional conditions could result in the conditions to the merger not being satisfied.

Parent and ITGR are working to complete the merger as soon as practicable and currently expect the merger to be completed by the end of 2026, subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of customary closing conditions, including, but not limited to, the adoption of the merger agreement by the affirmative vote of at least a majority of the outstanding shares of ITGR common stock, the expiration or termination of the waiting period under the HSR Act and approval under certain other applicable antitrust and foreign direct investment laws. Neither Parent nor ITGR can predict the actual date on which the merger will be completed because completion is subject to certain closing conditions beyond each party’s control, and it is possible that such conditions could result in the merger being completed earlier or later or not being completed at all. See the sections titled “The Merger Agreement—Efforts to Obtain Regulatory Clearances,” “The Merger Agreement—Conditions to the Merger,” and “The Merger (Proposal 1)—Regulatory Clearances and Approvals Required for the Merger.”

In addition to the approval of the adoption of the merger agreement in accordance with the General Corporation Law of the State of Delaware (referred to as the “DGCL”), and the expiration or termination of the waiting period applicable to the consummation of the merger under the HSR Act and required approvals under certain other applicable antitrust and foreign direct investment laws of certain jurisdictions, each party’s obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of certain other customary conditions, including the following: (i) 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; (ii) each party’s performance of and compliance with its covenants, obligations and agreements contained in the merger agreement in all material respects; (iii) no ITGR

material adverse effect (as defined below) having occurred since the date of the merger agreement; and (iv) 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.

See the section titled “The Merger Agreement—Conditions to the Merger.”

As more fully described in this proxy statement and in the merger agreement, and subject to certain exceptions, ITGR has agreed not to solicit alternative acquisition proposals, engage in discussions with third parties regarding alternative acquisition proposals or change its recommendation in favor of the merger to its stockholders.

In the event ITGR receives a bona fide offer, inquiry, proposal or indication of interest from a third party with respect to an acquisition proposal that did not result from a material breach of ITGR’s non-solicitation obligations prior to obtaining its stockholders’ approval for the merger agreement proposal and the ITGR board of directors determines in good faith, after consultation with outside counsel and a financial advisor, that such acquisition proposal is or is reasonably likely to result in a superior proposal, ITGR may provide information to, and engage in discussions and negotiations with, the person making the acquisition proposal, subject to complying with notice requirements and other specified conditions. For more information on what constitutes a superior proposal, see the section titled “The Merger Agreement—No Solicitation of Other Offers by ITGR.”

Prior to obtaining approval for the merger agreement proposal from ITGR stockholders, the ITGR board of directors has the right, in connection with (a) the receipt of a superior proposal or (b) an intervening event to change its recommendation in favor of the merger or, in the case of a superior proposal, to terminate the merger agreement, in each case, subject to complying with notice requirements and other specified conditions (including giving Parent the opportunity to propose changes to the merger agreement in response to such superior proposal or intervening event, as applicable), if the ITGR board of directors determines in good faith, after consultation with outside counsel, that the failure to take such action would be (in the case of a superior proposal) or would be reasonably likely to be (in the case of an intervening event) inconsistent with its fiduciary duties under Delaware law. For more information on what constitutes an intervening event, see the section titled “The Merger Agreement—Change of Recommendation; Match Rights.”

Under the merger agreement, under certain circumstances and subject to certain requirements, including as described in this section, the ITGR board of directors is entitled to make an adverse recommendation change prior to receipt of stockholder approval of the merger agreement, if the ITGR board of directors determines in good faith, after consultation with outside legal counsel and a financial advisor, that an acquisition proposal is a superior proposal, or in response to an intervening event, if the ITGR board of directors determines, after consultation with outside legal counsel, that the failure to take such action would be (in the case of a superior proposal) or would be reasonably likely to be (in the case of an intervening event) inconsistent with its fiduciary duties under Delaware law; provided that:

In the event that the ITGR board of directors is permitted to change its recommendation with respect to the merger agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, ITGR may also terminate the merger agreement to enter into a definitive written agreement for such superior proposal if, concurrently with such termination, ITGR pays to Parent the fee required to be paid to Parent as described in the section titled “The Merger Agreement—Termination Fees and Expenses” and ITGR shall have complied in all material respects with the obligations described in this section.

Among other customary circumstances, Parent or ITGR may terminate the merger agreement if:

ITGR may terminate the merger agreement in other circumstances, including to enter into a definitive agreement with respect to a superior proposal, if Parent fails to consummate the merger by the outside date when it is otherwise required to do so or in response to certain breaches of the merger agreement by Parent or Merger Sub, subject to a cure period. Parent may also terminate the merger agreement in other circumstances, including in response to an adverse recommendation change by the ITGR board of directors, a failure to obtain the approval by ITGR stockholders to adopt the merger agreement proposal by the outside date or at the special meeting or certain breaches of the merger agreement by ITGR, subject to a cure period.

See the section titled “The Merger Agreement—Termination of the Merger Agreement.”

ITGR must pay Parent a termination fee of $154,000,000 (referred to as the “ITGR termination fee”) if the merger agreement is terminated in certain circumstances, including as a result of ITGR entering into a written definitive agreement concerning a superior proposal or an adverse recommendation change. In addition, if the merger agreement is terminated under certain specified circumstances, including failure to obtain approval by ITGR stockholders of the merger agreement proposal at the special meeting, failure to consummate the merger by the outside date at a time when ITGR stockholder approval has not been obtained, or certain breaches of the merger agreement by ITGR, subject to a cure period, and a bona fide acquisition proposal had been publicly announced or publicly disclosed and not publicly withdrawn or otherwise abandoned within the required period, and within 12 months following such termination either an acquisition proposal is consummated or ITGR enters into a definitive agreement providing for the consummation of an acquisition proposal, then ITGR must pay Parent the ITGR termination fee concurrently with such consummation or entry into such definitive agreement.

Parent must pay ITGR a termination fee of $307,000,000 (referred to as the “Parent termination fee”) if the merger agreement is terminated in certain circumstances, including as a result of Parent’s failure to consummate the merger by the outside date when its conditions to closing have been satisfied or waived (or, in the case of conditions that by their nature are to be satisfied by actions taken at the closing of the merger, are then capable of being satisfied if the closing of the merger were to occur on such date) or certain breaches of the merger agreement by Parent or Merger Sub (in each case, without giving effect to any notice requirement or cure period or right set forth therein). All other expenses relating to the merger will generally be paid by the party incurring the expense, except Parent will pay all fees, costs and expenses incurred in connection with the regulatory undertaking obligations of the parties. In no event will either ITGR or Parent be obligated to pay the termination fee on more than one occasion.

In connection with the merger agreement, KKR Core entered into a limited guarantee (referred to as the “limited guarantee”) providing for the payment of (i) the Parent termination fee in the event the Parent termination fee becomes payable in accordance with the terms of the merger agreement and (ii) any reimbursement or collections related to ITGR’s enforcement of the Parent termination fee up to an aggregate amount, including the Parent termination fee, of $313,000,000.

See the section titled “The Merger Agreement—Termination Fees and Expenses.”

The merger agreement provides that, except in the case of fraud or any material breach of the merger agreement that is the consequence of an action or omission by any party if such party knew or should have known that the taking of such action or the failure to take such action would be a breach of the merger agreement (referred to as “willful breach”), upon the valid termination of the merger agreement under circumstances where a termination fee is payable by ITGR, Parent’s right to receive payment of such termination fee will be the sole and exclusive remedy of Parent and Merger Sub arising out of or relating to the merger agreement and the transactions contemplated thereby, and upon payment in full of such amount, neither Parent nor Merger Sub will seek to obtain any recovery, judgment or damages of any kind against ITGR or any of ITGR’s subsidiaries or any of their respective former, current or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners or representatives in connection with the merger agreement or the transactions contemplated thereby, including any breach of the merger agreement.

In addition, the merger agreement provides that, except in the case of fraud or willful breach of the merger agreement, upon the valid termination of the merger agreement under circumstances where the Parent termination fee, as applicable, is payable by Parent, ITGR’s right to receive payment of the Parent termination fee, as applicable, will be the sole and exclusive remedy of ITGR in connection with the merger agreement and the transactions contemplated thereby, and upon payment in full of such amount, ITGR will not seek to obtain any recovery, judgment or damages of any kind against Parent or any of Parent’s subsidiaries or any of their respective directors, officers, employees, partners, managers, members, stockholders, affiliates or representatives or any of Parent’s financing sources or certain related parties of such financing sources in connection with the merger agreement or the transactions contemplated thereby, including any breach of the merger agreement.

See the section titled “The Merger Agreement—Remedies; Maximum Liability.”

The merger agreement provides that the parties will be entitled to an injunction or injunctions or any other appropriate form of equitable relief, to prevent or restrain breaches or threatened breaches of the merger agreement, limited guarantee and/or the equity commitment letter, or to enforce specifically the performance of the terms and provisions thereof, in addition to any other remedy to which they are entitled at law or in equity.

In no event will Parent or ITGR be entitled to receive both (x) a grant of specific performance which results in the consummation of the closing contemplated by the merger agreement and (y) payment of the ITGR or Parent Termination Fee, as applicable.

See the section titled “The Merger Agreement—Specific Performance.”

The merger agreement provides that any claims or causes of action related to the merger agreement may only be made against Parent, Merger Sub, KKR Core and their affiliates and their respective former, current or future shareholders, assignees, controlling persons, directors, officers, employees, agents, attorneys, partners, members, managers, general or limited partners or representatives that are expressly parties to the merger agreement.

See the section titled “The Merger Agreement—No Recourse.”

ITGR stockholders who do not vote in favor of approval of the merger agreement proposal, who continuously hold their shares of ITGR common stock and who otherwise strictly comply with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of ITGR common stock, as determined by the Delaware Court of Chancery, if the merger is completed, in lieu of receiving the merger consideration in respect of such shares. The “fair value” of your shares of ITGR common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. ITGR stockholders who wish to exercise the right to seek an appraisal of their shares must advise ITGR by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the merger agreement proposal and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of ITGR common stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps summarized in this proxy statement and in a timely manner to perfect appraisal rights.

The text of Section 262 of the DGCL is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, ITGR stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

See the section titled “The Merger Agreement—Effect of the Merger on ITGR Common Stock—Shares of Dissenting Stockholders” and “Appraisal Rights of ITGR Stockholders.”

At the special meeting, ITGR stockholders will be asked to vote upon the following proposals:

The record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting is [     ], 2026. Only ITGR stockholders who held shares of record as of the close of business on the record date are entitled to receive notice of and vote at the special meeting and any adjournment or postponement of the special meeting, and only as long as such shares remain outstanding on the date of the special meeting. ITGR’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

See the section titled “The Special Meeting—Required Vote; Treatment of Abstentions and Failure to Vote.”

ITGR’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of ITGR stockholders generally. These interests include, among others, equity award vesting, retention payments and potential severance payments and benefits under employment or severance protection agreements, and rights to ongoing indemnification and insurance coverage. The ITGR board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the ITGR stockholders. See the section titled “The Merger (Proposal 1)—Interests of ITGR’s Directors and Executive Officers in the Merger.”

Under the merger agreement, for a period of six years after the effective time, Parent must, and must cause the surviving corporation to, indemnify and hold harmless to the fullest extent permitted by applicable law and the organizational documents of ITGR or its subsidiaries, the present and former directors, officers, employees and agents of ITGR and its subsidiaries and their respective successors and heirs from and against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in respect of acts or omissions prior to the effective time.

In addition, for a period of six years following the effective time, Parent is required to maintain in effect provisions in the organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

At or prior to the effective time, ITGR (or if Parent elects, Parent) will (or if ITGR is unable to, Parent will cause the surviving corporation to) purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under ITGR’s existing policies as of the date of the merger agreement, with a one-time cost not in excess of 400% of the last aggregate annual premium paid by ITGR for its directors’ and officers’ liability insurance and fiduciary liability insurance prior to the date of the merger agreement, and if the cost of such “tail” insurance policy would otherwise exceed such amount, the surviving corporation must purchase a policy with the greatest coverage available for a cost not exceeding such amount.

See the section titled “The Merger (Proposal 1)—Interests of ITGR’s Directors and Executive Officers in the Merger—Indemnification and Insurance” and “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The merger consideration of $127.00 per share represents a premium of approximately 51.8% over ITGR’s unaffected share price of ITGR common stock of $83.67, which was the closing price on April 29, 2026, the last trading day prior to ITGR’s public announcement of a strategic review. The closing price of ITGR common stock on the NYSE on [    ], 2026, the most recent practicable date prior to the date of this proxy statement, was $[    ] per share. You are encouraged to obtain the current market price of ITGR common stock in connection with voting your shares of ITGR common stock.

The following are some questions that you, as an ITGR stockholder, may have regarding the merger and the special meeting and the answers to those questions. ITGR urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.

This proxy statement and the documents incorporated by reference into this proxy statement contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts but reflect ITGR’s current beliefs, expectations or intentions regarding future events. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the merger agreement, including: the expected time period to consummate the merger, opportunities and anticipated future performance. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of ITGR, that could cause actual results to differ materially from those expressed in such forward-looking statements.

You can identify these statements and other forward-looking statements in this document by words such as “may,” “will,” “should,” “can,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue,” “target,” “poised,” “advance,” “drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,” “position,” “pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,” “opportunity,” “ambitions,” “aspire” and similar expressions, and variations or negative of such terms or other variations thereof. Words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements are based on current expectations and beliefs of management and current market trends and conditions.

These forward-looking statements involve risks and uncertainties that are outside of ITGR’s control and may cause actual results to differ materially from those contained in forward-looking statements. These risks and uncertainties include, among others, risks and uncertainties relating to:

ITGR cautions that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in ITGR’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All the forward-looking statements made by ITGR contained or incorporated by reference in this proxy statement and all subsequent written and oral forward-looking statements concerning ITGR, the merger or other matters attributable to ITGR or any person acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

If any of these risks materialize or any of ITGR’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that ITGR presently does not know of or that ITGR currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect ITGR’s expectations, plans or forecasts of future events and views as of the date of this proxy statement. ITGR anticipates that subsequent events and developments will cause ITGR’s assessments to change. However, while ITGR may elect to update these forward-looking statements at some point in the future, ITGR specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing ITGR’s assessments as of any date subsequent to the date of this proxy statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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, ITGR advances the goals of its medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service and innovation. ITGR’s brands include Greatbatch Medical and Lake Region Medical. ITGR’s primary customers include large, multi-national original equipment manufacturers and their affiliated subsidiaries. ITGR common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “ITGR.” The principal executive offices of ITGR are located at 5830 Granite Parkway, Plano, Texas 75024, and its telephone number is (214) 618-5243.

Armstrong Parent, Inc. is a Delaware corporation, and was formed on July 30, 2026 solely for the purpose of engaging in the transactions contemplated by the merger agreement and other documents or agreements executed and delivered in connection with the merger agreement. Upon the completion of the merger, ITGR will be a wholly owned subsidiary of Parent. Parent is an affiliate of the KKR Group. The registered office of Parent is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.

Armstrong Bidco, Inc. is a Delaware corporation and a wholly owned subsidiary of Parent, and was formed on July 30, 2026, solely for the purpose of engaging in the transactions contemplated by the merger agreement and other documents or agreements executed and delivered in connection with the merger agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement. Upon the completion of the merger, Merger Sub will cease to exist with ITGR continuing as the surviving corporation. Merger Sub is an affiliate of the KKR Group. The registered office of Merger Sub is located at 4001 Kennett Pike, Suite 302, Wilmington, New Castle County, Delaware 19807 and its telephone number is (302) 731-1612.

This proxy statement is first being mailed on or about [     ], 2026, and constitutes notice of the special meeting in conformity with the requirements of the DGCL and ITGR’s bylaws.

This proxy statement is being provided to ITGR stockholders as part of a solicitation of proxies by the ITGR board of directors for use at the special meeting of ITGR stockholders and at any adjournments or postponements of such special meeting. This proxy statement provides ITGR stockholders with information about the special meeting and should be read carefully in its entirety.

The special meeting will be held on [    ], 2026, beginning at [   ] p.m., Eastern Time, unless postponed to a later date, via live audio webcast at www.virtualshareholdermeeting.com/ITGR2026SM. To virtually participate in the special meeting, visit such website and enter the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the special meeting.

At the special meeting, ITGR stockholders will be asked to vote upon the following proposals:

Only the approval of the merger agreement proposal is required for completion of the merger. ITGR will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof.

At a special meeting of the ITGR board of directors held on August 2, 2026, the ITGR board of directors unanimously (i) determined that it is in the best interest of ITGR and the ITGR stockholders, and declared it advisable, that ITGR enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery of the merger agreement by ITGR, the performance by ITGR of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted for consideration by ITGR stockholders entitled to vote thereon at a meeting thereof and (iv) resolved to recommend adoption of the merger agreement to the ITGR stockholders.

Accordingly, the ITGR board of directors unanimously recommends that ITGR stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

ITGR stockholders should carefully read this proxy statement, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

The special meeting will be a completely virtual meeting of stockholders conducted via live audio webcast through the website described above under the heading “Date, Time and Place of the Special Meeting.”

ITGR will have technicians ready to assist ITGR stockholders with any technical difficulties they may have accessing the virtual meeting. If ITGR stockholders encounter any difficulties accessing the virtual meeting or during the meeting time, ITGR stockholders should navigate to www.virtualshareholdermeeting.com/ITGR2026SM, where a phone number for IT support will be posted.

As of the record date, there were [    ] shares of ITGR common stock outstanding and owned by ITGR stockholders (i.e., excluding shares of ITGR common stock held in treasury by ITGR), held by approximately [    ] holders of record. Each share of ITGR common stock is entitled to one vote on each matter considered at the special meeting.

Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the special meeting for any purpose germane to the special meeting at ITGR’s principal executive offices located at 5830 Granite Parkway, Suite 1150, Plano, Texas 75024, during ordinary business hours within 10 days prior to the special meeting.

The record date for the determination of stockholders entitled to notice of and to vote at the special meeting is [    ], 2026. Only holders of ITGR common stock as of the close of business on the record date are entitled to receive notice of, and vote at, the special meeting or any adjournment or postponement thereof. ITGR’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

Holders of a majority of the total number of issued and outstanding shares of ITGR common stock as of the record date and entitled to vote at the special meeting must be present or represented by proxy at the special meeting to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote at the special meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of ITGR common stock will not be counted towards a quorum. Marks to “ABSTAIN” on any proposal are considered present for purposes of establishing a quorum. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed. If the special meeting is postponed or adjourned, it will not affect the ability of holders of record of ITGR common stock as of the record date to exercise their voting rights or to revoke any previously granted proxy using the methods described below; however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a “broker non-vote” occurs. “Broker non-votes” will not be treated as present for purposes of determining whether a quorum is present. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters.

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the special meeting or (2) have voted via the internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

The votes required for each proposal are as follows:

Proposal 1—The Merger Agreement Proposal: The affirmative vote of holders of at least a majority of the outstanding shares of ITGR common stock entitled to vote thereon is required to approve the merger agreement proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee to vote with respect to the merger agreement proposal, it will have the same effect as a vote “AGAINST” the merger agreement proposal.

Proposal 2—The Merger-Related Compensation Proposal: The affirmative vote of a majority of the votes cast by holders of shares of ITGR common stock present virtually or represented by proxy at the special meeting and entitled to vote thereon is required to approve, on an advisory (non-binding) basis, the merger-related compensation proposal. If you mark “ABSTAIN” on your proxy, it will have no effect on the merger-related compensation proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the merger-related compensation proposal, it will have no effect on the merger-related compensation proposal (assuming a quorum is present).

Proposal 3—The Adjournment Proposal: The affirmative vote of a majority of the votes cast by holders of shares of ITGR common stock present virtually or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal, including if necessary to solicit additional proxies for the adoption of the merger agreement. If you mark “ABSTAIN” on your proxy, it will have no effect on the adjournment proposal. If you fail to submit a proxy or to vote at the special meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

An abstention occurs when a stockholder attends a meeting, either by attendance virtually or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present. Abstentions will have the effect of a vote “AGAINST” the merger agreement proposal but will have no effect on the merger-related compensation proposal or the adjournment proposal.

If you are a registered stockholder and you do not sign and return your proxy card by mail or vote over the internet, by telephone or by attendance virtually at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “AGAINST” the merger agreement proposal but will have no effect on the outcome of the merger-related compensation proposal or the adjournment proposal.

As of the record date, ITGR directors and executive officers, as a group, owned and were entitled to vote [    ] shares of ITGR common stock, which includes restricted and performance shares in amounts as permitted per the grant agreements, or approximately [  ]% of the outstanding shares of ITGR common stock. ITGR currently expects that these directors and executive officers will vote their shares in favor of the merger agreement proposal and each of the other proposals described in this proxy statement, although none of the directors and executive officers are obligated to do so.

ITGR stockholders of record may vote their shares of ITGR common stock or submit a proxy to have their shares of ITGR common stock voted at the special meeting in one of the following ways:

Whether or not you plan to participate in the special meeting, ITGR urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the internet, prior to the special meeting to ensure that your shares of ITGR common stock will be represented and voted at the special meeting if you are unable to participate.

The ITGR board of directors has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of ITGR stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your shares of ITGR common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the ITGR board of directors recommends. If any other matter properly comes before the special meeting, these proxy holders will vote on that matter in their discretion.

If, as of the record date, your shares of ITGR common stock are registered directly in your name with the transfer agent of ITGR, Computershare Shareholder Services, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to ITGR or to a third party to vote at the special meeting.

If, as of the record date, your shares were held in an account at a bank, brokerage firm or other nominee, you are the beneficial owner of shares held in “street name,” and, for the purposes of this proxy statement, a beneficial owner, and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

In accordance with the rules of the NYSE, your bank, brokerage firm or other nominee may generally vote on “routine” matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to “non-routine” matters. If you are a beneficial owner and do not provide these instructions, a “non-vote” occurs with respect to those matters. All proposals described in this proxy statement to be voted on at the special meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of ITGR common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the merger agreement proposal but will not have an effect on the adjournment proposal or the merger-related compensation proposal (assuming, in the case of the merger-related compensation proposal, that a quorum is present). If you are a beneficial holder, ITGR strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the special meeting; however, you may not vote your shares at the special meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

ITGR stockholders of record may revoke their proxies at any time prior to the voting at the special meeting in any of the following ways:

ITGR beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

As permitted by applicable law, only one copy of this proxy statement is being delivered to holders of ITGR common stock residing at the same address, unless such holders of ITGR common stock have notified ITGR of their desire to receive multiple copies of this proxy statement.

ITGR will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any holder of ITGR common stock residing at an address to which only one copy of this proxy statement was mailed. Requests for additional copies should be directed to ITGR by mail at Integer Holdings Corporation, Attention: General Counsel and Corporate Secretary, 5830 Granite Parkway, Suite 1150, Plano, Texas 75024 or by calling (214) 618-5243 or to ITGR’s proxy solicitor, Georgeson, by calling toll-free at (888) 790-2738 or by email at integerholdings@georgeson.com.

If your shares are held by your bank, brokerage firm or other nominee, often referred to as held in “street name,” you will receive a form from your bank, brokerage firm or other nominee seeking instruction as to how your shares should be voted. You should contact your bank, brokerage firm or other nominee with questions about how to provide or revoke your instructions.

A representative from Broadridge will serve as the inspector of election.

ITGR will pay for the proxy solicitation costs related to the special meeting. In addition to sending and making available these materials, some of ITGR’s directors, officers and employees may solicit proxies in person by contacting ITGR stockholders by telephone or over the Internet. ITGR stockholders may also be solicited by press releases issued by ITGR, postings on ITGR’s websites and advertisements in periodicals. None of ITGR’s directors, officers or employees will receive additional compensation for their solicitation services. ITGR has engaged Georgeson to assist in the solicitation of proxies for the special meeting. ITGR estimates that it will pay Georgeson a fee of approximately $[    ]. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for ITGR. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of shares of ITGR common stock held by them. ITGR will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of ITGR common stock.

The special meeting may be adjourned by the affirmative vote of a majority of the votes cast by ITGR stockholders present or represented by proxy, whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place, if any, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for the stockholders entitled to vote is fixed for any adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

You may contact ITGR’s proxy solicitor, Georgeson, toll-free at (888) 790-2738 or by email at integerholdings@georgeson.com, with any questions about the special meeting, the merger, the proposals or this proxy statement, if you would like additional copies of this proxy statement, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of ITGR common stock.

This section of this proxy statement describes the material aspects of the merger. This section may not contain all the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the merger agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the merger. In addition, important information about ITGR is included in or incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

Upon the terms and subject to the conditions of the merger agreement, at the effective time, Merger Sub will merge with and into ITGR in accordance with the DGCL, whereupon the separate existence of Merger Sub will cease and ITGR will survive the merger as a wholly owned subsidiary of Parent.

If the merger agreement is not adopted by ITGR stockholders or if the merger is not completed for any other reason, ITGR stockholders will not receive any payment for their shares of ITGR common stock in connection with the merger. Instead, ITGR will remain an independent public company, ITGR common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and ITGR will continue to file periodic reports with the SEC. In addition, if the merger is not completed, ITGR stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which ITGR operates and risks related to adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of ITGR common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of ITGR common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of ITGR common stock. If the merger agreement is not adopted by ITGR stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to ITGR will be offered or that ITGR’s business, prospects or results of operation will not be adversely impacted.

In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, ITGR will be required to pay to Parent the ITGR termination fee, or under certain other circumstances, Parent will be required to pay ITGR the Parent termination fee, as applicable, under the terms of the merger agreement. For a discussion of the circumstances under which such termination fees would be required to be paid, see the section titled “The Merger Agreement—Termination Fees and Expenses.”

At the effective time, each share of ITGR common stock issued and outstanding immediately prior to the effective time (other than excluded shares and dissenting shares) will be converted into the right to receive the merger consideration of $127.00 in cash, without interest.

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the ITGR board of directors, KKR, ITGR’s representatives, KKR’s representatives and other parties.

The ITGR board of directors, together with senior management, regularly reviews and assesses ITGR’s operations, performance, opportunities, prospects and strategic direction. In connection with these regular reviews and assessments, and with the assistance of legal and financial advisors, the ITGR board of directors and senior management have from time to time considered potential strategic alternatives for ITGR, including potential business combinations or other transactions, to strengthen ITGR’s business and maximize stockholder value. Goldman Sachs, ITGR’s

financial advisor, has previously advised ITGR and assisted with these reviews and assessments. The ITGR board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger.

On November 10, 2025, representatives of KKR reached out to ITGR’s Chief Executive Officer, Payman Khales, to schedule a time to meet to discuss ITGR and the medical device sector generally. From December 16, 2025 through April 13, 2026, representatives of KKR engaged in a number of discussions with representatives of Goldman Sachs, ITGR’s financial advisor, and/or members of ITGR’s senior management about KKR’s desire to assist ITGR achieve its strategic objectives and, during these conversations, raised the possibility of making a strategic investment in ITGR and potentially having representation from KKR on the ITGR board of directors. At no point during these conversations was a definitive proposal made with respect to a transaction between ITGR and KKR. There were also no discussions with respect to a specific price at which either party would be willing to proceed with a possible transaction.

Following the Wall Street Journal article on December 17, 2025 regarding Irenic Capital Management’s purported investment in ITGR (referred to as the “December 2025 WSJ Article”), through the April 30, 2026 announcement of ITGR’s strategic review, ITGR and/or representatives of Goldman Sachs received outreach from 17 potential counterparties, comprised of 15 financial sponsors, including KKR, and two strategic parties, seeking to engage in discussions regarding a potential transaction with ITGR.

On February 12, 2026, representatives of KKR contacted representatives of Goldman Sachs to reaffirm KKR’s desire to assist ITGR in achieving its strategic objectives, make a strategic investment in ITGR and potentially have KKR representation on the ITGR board of directors. During the conversation, representatives of KKR also indicated that KKR and its affiliates had collectively obtained an economic interest in ITGR through the acquisition of derivative instruments.

On February 16, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk, ITGR’s legal advisor, and discussed, among other things, the conversations between representatives of KKR and representatives of Goldman Sachs and ITGR regarding KKR’s interest in ITGR.

On a videoconference on February 25, 2026 and in person on March 18, 2026, representatives of KKR discussed with ITGR senior management KKR’s interest in helping ITGR achieve its goals, a potential strategic investment and potential board representation. On both occasions, members of ITGR’s senior management, at the direction of the ITGR board of directors, communicated to representatives of KKR that while ITGR appreciated the work that KKR had conducted to understand ITGR and the medical device sector generally, the ITGR board of directors did not believe that board representation was appropriate and further noted that ITGR was not interested in pursuing a strategic investment at that time.

On April 13, 2026, representatives of KKR met via videoconference with Mr. Khales and two ITGR directors, Donald Spence and James Hinrichs, to reiterate KKR’s interest in pursuing a strategic investment in ITGR, along with potential representation on the ITGR board of directors. The ITGR representatives reiterated to KKR that the ITGR board of directors did not believe that board representation was appropriate and further noted that ITGR was still not interested in pursuing a strategic investment at that time.

On April 25, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk, ITGR’s legal advisor, and discussed, among other things, KKR’s ongoing interest in ITGR.

On April 27, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss: (i) increased interest in ITGR as an acquisition target following the December 2025 WSJ Article; (ii) ITGR’s valuation analysis; (iii) the decrease in ITGR’s stock price since the release of its Q3 2025 earnings on October 23, 2025; and (iv) potential options to enhance shareholder value. The ITGR board of directors considered a variety of potential options such as (i) a share buyback; (ii) potential further engagement with KKR; and (iii) commencing a strategic review of ITGR pursuant to which the ITGR board of directors would review and evaluate ITGR’s strategic options, including, without limitation, a sale, merger or other business combination as compared to the continued execution of ITGR’s standalone strategy. Representatives of Davis Polk provided an overview and summary of the fiduciary duties of the ITGR board of directors in connection with considering and approving the path forward, including with respect to conducting a strategic review of ITGR. In addition, representatives of Goldman Sachs (i) discussed the financial projections prepared by ITGR management,

which were subsequently updated in May 2026 to reflect ITGR’s perspectives on its prospects as of that time and were approved by the ITGR board of directors prior to being provided to the potential transaction counterparties on May 22, 2026 (for additional detail on the financial projections, see the sections titled (“—Certain Financial Projections Utilized by the ITGR Board of Directors and ITGR’s Financial Advisor” and “—Opinion of ITGR’s Financial Advisor”)) and (ii) reviewed its preliminary financial analysis with the ITGR board of directors. Following discussion, the ITGR board of directors determined to proceed with commencing a strategic review of ITGR (the “strategic review”) and issue a public press release announcing the same. The ITGR board of directors made this determination because it believed that the strategic review might provide options that would enhance shareholder value relative to remaining a standalone company. The ITGR board of directors also authorized ITGR management and Goldman Sachs to engage with potential transaction counterparties in connection with the strategic review to gauge interest in a potential transaction with ITGR, including each of the parties that had previously reached out to ITGR and/or Goldman Sachs following the December 2025 WSJ Article and a few additional parties that Goldman Sachs advised may be interested as counterparties based on their perceived financial capability to transact and interest in the medical device sector.

On April 29, 2026, the day before the issuance of the public press release announcing the strategic review, ITGR’s closing stock price was $83.67.

On April 30, 2026, ITGR issued a public press release indicating that the ITGR board of directors had initiated the strategic review to maximize stockholder value.

On May 1, 2026, Mr. Khales and ITGR’s Chief Financial Officer, Diron Smith, met via videoconference with representatives of KKR to discuss ITGR’s quarterly earnings and noted the initiation of the strategic review.

From May 1, 2026, until June 1, 2026, at the direction of the ITGR board of directors, representatives of Goldman Sachs contacted over 20 potential counterparties regarding a potential strategic transaction with ITGR. ITGR entered into confidentiality agreements with 20 parties, comprised of 17 financial sponsors, including KKR (executed on May 22, 2026), and three strategic parties. Each party was provided with due diligence materials. All 20 confidentiality agreements contain customary “standstill” provisions, including a provision that terminated the standstill upon another party’s entry into certain acquisition transactions of ITGR.

On May 22, 2026, the potential transaction counterparties, including KKR, were provided the financial projections for fiscal years 2026 through 2031.

From May 26, 2026, until June 1, 2026, ITGR senior management held management presentations in person and via videoconference with 17 of the 20 parties, comprised of 15 financial sponsors, including KKR, and two strategic parties.

On June 1, 2026, at the direction of the ITGR board of directors, representatives of Goldman Sachs distributed an initial process letter to all 20 parties informing the parties that initial non-binding indications of interest would be due on June 17, 2026.

On June 2, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss the status of engagement with counterparties, management presentations conducted to date and next steps in the strategic review. The ITGR board of directors and representatives of Goldman Sachs and Davis Polk also discussed the expectations for further due diligence, including site visits.

On June 8, 2026, Mr. Khales and Mr. Smith met in person with certain representatives of Party B who were unable to attend management presentations for a high-level discussion regarding Party B’s interest in a potential transaction, similar to the discussions held at management presentations with the other parties participating in the strategic review at the time.

From June 2, 2026, to June 10, 2026, ITGR management and representatives of Goldman Sachs held videoconference meetings and facilitated financial due diligence calls with nine parties, comprised of seven financial sponsors, including KKR, and two strategic parties. ITGR management also held management presentations via videoconference with two additional parties, comprised of one financial sponsor and one strategic party.

On June 12, 2026, representatives of Party C reached out to representatives of Goldman Sachs to explore whether it would be feasible for Party C to contact another party as a potential co-bidder in the process. In light of the upcoming

June 17, 2026 bid deadline and the fact that the potential co-bidder that Party C mentioned during the call was already a participant in the strategic review and expected to submit a standalone bid, representatives of Goldman Sachs indicated, at the direction of the ITGR board of directors, that Party C should submit a standalone bid pursuant to the process letter.

On June 17, 2026, six parties, comprised of three financial sponsors and three strategic parties, submitted non-binding indications of interest in writing to acquire 100% of the equity interests in ITGR on a fully diluted, per share basis in cash as follows:

In addition to these six parties, two additional financial sponsors provided Goldman Sachs with verbal non-binding indications of interest to acquire 100% of the equity interests in ITGR on a fully diluted, per share basis in cash (i) ranging from $95.00 to $99.00 and (ii) at $90.00, respectively.

On June 18, 2026, based on Party C’s initial indication of interest, representatives of Goldman Sachs called representatives of Party C for clarification on Party C’s financing proposal. During the call, representatives of Party C informed representatives of Goldman Sachs that Party C would require a partner to support the equity component of the price reflected in its initial indication of interest.

On June 19, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss the six bids received from each of KKR, Party A, Party B, Party C, Party D and Party E on June 17, 2026. The group also discussed feedback from parties received during management meetings and an overview of the strategic review and key workstreams. After further discussion and evaluation of the six bids, the ITGR board of directors approved each of KKR, Party A, Party B, Party D and Party E to proceed to the next round of the strategic review. In light of the fact that (i) Party C indicated that it would require a partner to support the equity financing for a transaction, and the significant resources that would be required of the management team in the next round of the process and (ii) the two additional financial sponsors mentioned above failed to submit written indications of interest, the ITGR board of directors determined not to invite Party C or the two other financial sponsors into the next round of the strategic review.

On June 20, 2026 and June 21, 2026, representatives of Goldman Sachs contacted representatives of each of KKR, Party A, Party B, Party D and Party E to discuss next steps in the process.

Beginning on June 22, 2026, through the remainder of the strategic review for each party, as applicable, ITGR provided further diligence materials to each of KKR, Party A, Party B, Party D and Party E.

On June 29, 2026, representatives of Party E communicated to representatives of Goldman Sachs they would progress their diligence work but not engage in management meetings or site tours at that time. Party E continued their diligence work through July until the announcement of the merger agreement, but Party E did not engage in management presentations and did not ultimately submit a revised indication of interest.

From June 30, 2026, to July 29, 2026, ITGR management and representatives of Goldman Sachs and Davis Polk conducted further management presentations and due diligence calls with and facilitated property site tours for KKR, Party A, Party B and Party D.

On July 7, 2026, Party D withdrew from the strategic review process. Also on July 7, 2026, the initial drafts of the merger agreement and related disclosure schedules were provided to each of KKR, Party A and Party B.

On July 8, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss ongoing discussions with the parties. At the board meeting, representatives of Davis Polk reiterated the overview and summary of the fiduciary duties of the ITGR board of directors in connection with the strategic review, including a potential sale of ITGR.

Also on July 8, 2026, at the direction of the ITGR board of directors, representatives of Goldman Sachs distributed a process letter to representatives of KKR, Party A and Party B, indicating that markups of the merger agreement were due by July 20, 2026 and final written proposals for a potential strategic transaction were due on July 30, 2026.

On July 20, 2026, Party A and Party B submitted initial markups of the merger agreement to representatives of ITGR, Goldman Sachs and Davis Polk.

On July 21, 2026, ITGR and Goldman Sachs entered into an engagement letter to memorialize Goldman Sachs’ engagement with respect to a potential strategic transaction.

On July 22, 2026, the ITGR board of directors held a phone call with ITGR senior management and representatives of Goldman Sachs to discuss ongoing discussions with the parties. Also on July 22, 2026, KKR submitted an initial markup of the merger agreement to representatives of ITGR, Goldman Sachs and Davis Polk.

On July 24, 2026, representatives of Davis Polk provided feedback to Party A and Party B on their respective markups of the merger agreement.

On July 25, 2026, representatives of Davis Polk provided feedback to KKR’s outside counsel, Kirkland & Ellis LLP (referred to as “K&E”) on its markup of the merger agreement, including with respect to the liability cap, the treatment of equity and the antitrust covenant.

On July 28, 2026, representatives of Goldman Sachs met with representatives of Party A to discuss Party A’s final bid.

On July 29, 2026, representatives of ITGR, Goldman Sachs and Davis Polk received revised non-binding indications of interest from each of KKR, Party A and Party B to acquire 100% of the equity interests in ITGR on a fully diluted, per share basis in cash as follows:

Also on July 29, 2026, each of KKR, Party A and Party B submitted revised markups of the merger agreement, and KKR submitted initial drafts of the limited guarantee, debt commitment letter and equity commitment letter, to representatives of ITGR, Goldman Sachs and Davis Polk.

On July 30, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss the final bids received from KKR, Party A and Party B. At the meeting, representatives of Davis Polk reiterated an overview and summary of the fiduciary duties of the ITGR board of directors in connection with the process for evaluating the final bids. The ITGR board of directors engaged in a discussion regarding the terms and conditions of each of the three proposals, including with respect to merger agreement terms, deal certainty and financing structure. In light of the financial terms of Party B’s proposal, the ITGR board of directors instructed representatives of Goldman Sachs to inform each of KKR and Party A that, in light of one party’s proposal that was materially higher, the ITGR board of directors was going to pursue Party B’s proposal with the goal of announcing a transaction by August 2, 2026.

Shortly after the videoconference on July 30, 2026, at the direction of the ITGR board of directors, representatives of Goldman Sachs contacted Party B to inform them that the ITGR board of directors was willing to enter into a short period of exclusivity, per Party B’s request in its revised indication of interest submitted on July 29, 2026, subject to Party B increasing its value to $120.00 in cash per share and addressing a number of material points in its markup of the merger agreement. The representatives of Party B indicated that they would consider the request. Shortly after, representatives of Goldman Sachs informed KKR and Party A that the ITGR board of directors intended to pursue a transaction with another party.

Later on July 30, 2026, prior to representatives of Goldman Sachs hearing back from Party B, a representative of KKR reached out to representatives of Goldman Sachs to inform Goldman Sachs that KKR was increasing its proposal to $125.00 in cash per share. Representatives of Goldman Sachs requested KKR submit the revised $125.00 in cash per share price in writing, which KKR did later that evening. There were no further communications with Party A after representatives of Goldman Sachs informed Party A that the ITGR board of directors intended to pursue a transaction with another party.

Later on July 30, 2026, the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss the bids received and the potential transaction. At the meeting, representatives of Davis Polk provided an overview and summary of the fiduciary duties of the ITGR board of directors in connection with the evaluation of proposals to acquire ITGR.

As a follow-up to the discussion with representatives of Goldman Sachs earlier in the day, representatives of Party B called representatives of Goldman Sachs and informed representatives of Goldman Sachs that Party B was willing to revise its per share price to $120.00 in cash per share. The representatives of Goldman Sachs indicated that another party submitted a revised proposal earlier that day and that $120.00 in cash per share was meaningfully below the intervening proposal from the other party. The representatives of Party B indicated that they would discuss this new information internally.

Shortly after Goldman Sachs’ call with Party B, representatives of Party B contacted representatives of Goldman Sachs to communicate an increased offer of $125.00 in cash per share. The representatives of Goldman Sachs indicated to the representatives of Party B that Goldman Sachs would discuss Party B’s revised proposal with ITGR.

Later on July 30, 2026, following KKR’s and Party B’s proposed updates to their respective per share prices, the chair of the ITGR board of directors met via videoconference with ITGR senior management and representatives of Goldman Sachs and Davis Polk to discuss KKR’s and Party B’s updated proposals, which were both $125.00 in cash per share. On the videoconference, representatives of Davis Polk provided an overview of the fiduciary duties of the ITGR board of directors in connection with the evaluation of the proposals to acquire ITGR. Representatives of Davis Polk also discussed the material contractual terms of each of the proposals as reflected in the transaction document mark-ups submitted as part of the July 29th bid submissions. Consistent with the ITGR board of directors’ prior direction to Goldman Sachs and Davis Polk, the discussion with the chair of the ITGR board of directors was focused on transaction value, closing timing and transaction certainty, including with respect to financing and regulatory matters. Following the discussion, it was determined to have both KKR and Party B submit “best and final” proposals. Immediately after the videoconference, representatives of Goldman Sachs requested both KKR and Party B submit their best and final offers within the next hour.

Later on July 30, 2026, Party B submitted a best and final offer of $126.00 in cash per share and KKR submitted a best and final offer of $127.00 in cash per share, in both cases subject to ITGR entering into a short-term exclusivity agreement with the party. Upon receipt of the best and final offers, the chair of the ITGR board of directors met via videoconference with certain members of ITGR senior management and representatives of Goldman Sachs and Davis Polk discussed the final proposals received from KKR and Party B, including transaction value, closing timing and transaction certainty, including with respect to financing and regulatory matters, and determined to move forward with exclusivity with KKR at $127.00 per share.

On July 31, 2026, ITGR and KKR entered into an exclusivity letter ending at 11:59 p.m. Eastern Time on Sunday, August 2, 2026.

Later on July 31, 2026, the Wall Street Journal and the Financial Times reported that KKR was in discussions to acquire ITGR for $127.00 per share according to the Wall Street Journal and for $120.00-$130.00 per share according to the Financial Times. ITGR’s stock price closed at $121.21.

From July 31, 2026, through August 2, 2026, Davis Polk and K&E exchanged drafts of the merger agreement and disclosure schedules, the limited guarantee, debt commitment letter and the equity commitment letter.

On August 2, 2026, the ITGR board of directors convened a meeting via videoconference with representatives of Goldman Sachs and Davis Polk and members of senior management to discuss the potential transaction with KKR. Representatives of Davis Polk provided an overview and summary of the fiduciary duties of the ITGR board of directors in connection with considering and approving the proposed transaction and summarized the material terms of the merger agreement, including, but not limited to, the ITGR and KKR termination fees, treatment of equity, regulatory package and closing conditions. Goldman Sachs reviewed with the ITGR board of directors its financial analysis of the merger consideration and rendered its opinion to the ITGR board of directors that, as of August 2, 2026 and based upon and subject to the factors and assumptions set forth therein, the $127.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of shares of ITGR common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The ITGR board of directors reviewed the material relationships disclosure letter provided by Goldman Sachs and determined that none of the disclosed relationships impacted Goldman Sachs’ ability to act in an independent and disinterested manner in rendering its services to ITGR in connection with the proposed

transaction. Following such discussion, the ITGR board of directors unanimously (i) determined that it is in the best interest of ITGR and the ITGR stockholders, and declared it advisable, that ITGR enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery of the merger agreement by ITGR, the performance by ITGR of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted for consideration by ITGR stockholders entitled to vote thereon at a meeting thereof and (iv) resolved to recommend adoption of the merger agreement to the ITGR stockholders. The ITGR board of directors further resolved that the merger agreement and the transaction is expressly approved for purposes of any applicable takeover statute, including Section 203 of the DGCL. For additional detail on the reasons for the ITGR board of directors’ approving the merger, see the section titled “—ITGR’s Reasons for the Merger; Recommendation of the ITGR Board of Directors.”

Shortly after the meeting, ITGR, Parent and Merger Sub finalized the disclosure schedules and executed the merger agreement, the limited guarantee, the equity commitment letter and the debt commitment letter.

Before the opening of NYSE normal trading hours on August 3, 2026, ITGR and KKR issued a joint press release announcing the merger agreement.

At its August 2, 2026 meeting held to evaluate the merger, the ITGR board of directors unanimously (i) determined that it is in the best interest of ITGR and the ITGR stockholders, and declared it advisable, that ITGR enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved the execution and delivery of the merger agreement by ITGR, the performance by ITGR of its covenants and other obligations thereunder and the consummation of the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted for consideration by ITGR stockholders entitled to vote thereon at a meeting thereof and (iv) resolved to recommend adoption of the merger agreement to the ITGR stockholders. The ITGR board of directors recommends that ITGR stockholders vote:

In evaluating the merger agreement and arriving at its determination, the ITGR board of directors consulted with ITGR’s senior management, representatives of ITGR’s financial advisor, Goldman Sachs, and ITGR’s outside legal counsel, Davis Polk, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the merger to ITGR and ITGR stockholders. The ITGR board of directors believed that, taken as a whole, the following factors supported its decision to approve the merger:

The ITGR board of directors also considered certain potentially negative factors in its deliberations concerning the merger, including the following:

The ITGR board of directors concluded that the potentially negative factors associated with the merger were significantly outweighed by the potential benefits that it expected the ITGR stockholders would achieve as a result of the merger. The ITGR board of directors believed that the merger would maximize the immediate value of ITGR stockholders’ shares and minimize the risks and uncertainty affecting the future prospects of ITGR, including the potential execution risks associated with its stand-alone financial plan.

In addition, the ITGR board of directors was aware of and considered the interests that ITGR’s directors and executive officers may have with respect to the merger that differ from, or are in addition to, the interests of ITGR stockholders generally, as described below under “—Interests of ITGR’s Directors and Executive Officers in the Merger.”

The foregoing discussion of the information and factors considered by the ITGR board of directors is not exhaustive, but ITGR believes it includes all the material factors considered by the ITGR board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the ITGR board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the ITGR board of directors viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual directors may have given different weights to different factors. The ITGR board of directors based its unanimous recommendation on the totality of the information presented.

This explanation of ITGR’s reasons for the merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

ITGR’s management does not, as a matter of course, publicly disclose long-term forecasts as to future performance due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the strategic review, ITGR management provided certain unaudited non-public financial projections regarding ITGR to the ITGR board of directors (referred to as the “financial projections”). At the direction of the ITGR board of directors, the financial projections for (i) fiscal years 2026E-2031E were provided to potential transaction counterparties, including KKR, on May 22, 2026 (as more fully described under “The Merger (Proposal 1)—Background of the Merger”) and (ii) fiscal years 2026E-2033E were provided to, and approved for use by, Goldman Sachs for purposes of performing its financial analysis in connection with rendering its opinion to the ITGR board of directors, subject to the assumptions and limitations described in its opinion (as more fully described under “The Merger (Proposal 1)—Opinion of ITGR’s Financial Advisor”). The ITGR board of directors used the financial projections to assist in its decision-making process in determining to approve and adopt the merger agreement. A summary of the financial projections is included below to give ITGR stockholders access to certain information that was considered by the ITGR board of directors for purposes of evaluating the strategic review and the merger. These projections are not, and should not be viewed as, public guidance or even targets. The financial projections are not being included in this proxy statement in order to influence any ITGR stockholder’s decision as to whether or not to approve the merger or whether or not to seek appraisal rights with respect to shares of ITGR common stock held by such stockholder. The summary of the financial projections is being included in this proxy statement solely because these financial projections were made available to the ITGR board of directors, Goldman Sachs and potential transaction counterparties, including KKR.

The financial projections, while presented with numerical specificity, were based on numerous variables and assumptions, including about future performance, that are inherently uncertain and many of which are beyond ITGR’s control. The financial projections reflect numerous estimates, assumptions and judgments made by ITGR management, based on information available at the time the financial projections were developed, with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to ITGR’s business, all of which are difficult to predict and many of which are beyond ITGR’s control. There can be no assurances that the financial projections accurately reflect future trends or accurately estimate ITGR’s future financial and operating performance. The financial projections also reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the financial projections not to be achieved include, but are not limited to, risks and uncertainties relating to ITGR’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions and other factors described in or referenced under the section titled “Cautionary Statement Regarding Forward-Looking Statements” and those risks and uncertainties detailed in ITGR’s public filings with the SEC. Further, the financial projections cover multiple years and by their nature become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown.

The financial projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States (referred to as “GAAP”).

The financial projections included in this document, including the financial projections set forth below under “ITGR Management Financial Projections” are the responsibility of ITGR’s management. Deloitte & Touche LLP (referred to as “Deloitte”), ITGR’s independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the financial projections and, accordingly, Deloitte has not expressed an opinion or any other form of assurance with respect thereto. The Deloitte report on ITGR’s consolidated financial statements incorporated by reference from ITGR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, relates to ITGR’s previously issued financial statements. It does not extend to the financial projections and should not be read to do so.

The financial projections were developed based on ITGR’s continued operation as a standalone, publicly traded company without giving effect to the merger, and do not take into account any circumstances or events occurring after

the date they were prepared, including the announcement of the strategic review, the merger and merger-related expenses. The financial projections also do not take into account the effect of any failure of the merger to close and should not be viewed as accurate or continuing in that context.

The inclusion of the financial projections in this proxy statement should not be regarded as an indication that ITGR or Goldman Sachs or any of their respective affiliates, advisors or representatives considered or consider the financial projections to be predictive of actual future events, and the financial projections should not be relied on as such. None of ITGR or Goldman Sachs or any of their respective affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ from these financial projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error or no longer appropriate. ITGR does not intend to make publicly available any update or other revisions to the financial projections, except as required by law. None of ITGR or Goldman Sachs or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of ITGR compared to the information contained in the financial projections or that the projected results will be achieved.

ITGR stockholders are cautioned not to place undue, if any, reliance on the financial projections included in this proxy statement.

The financial projections incorporate certain financial measures which are “non-GAAP financial measures.” Such financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. ITGR’s calculations of these financial measures may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. Financial measures provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the SEC’s definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure to be presented. Reconciliations of these financial measures were not relied upon by Goldman Sachs for purposes of performing its financial analysis in connection with rendering its opinion to the ITGR board of directors (as described in the section titled “—Opinion of ITGR’s Financial Advisor”) or by the ITGR board of directors. Accordingly, a reconciliation of the financial measures included in the financial projections is not provided.

Subject to the foregoing qualifications, the financial projections are set forth below:

In addition, the financial projections included projected unlevered free cash flows for each of the fiscal years 2026E–2033E, which were approved by ITGR management for use by Goldman Sachs in its financial analysis in connection with rendering its opinion to the ITGR board of directors. These projected unlevered free cash flows were not provided to potential transaction counterparties. These projected unlevered free cash flows do not reflect stock-based compensation as a cash expense. These unlevered free cash flows are as follows:

In connection with the preparation of this proxy statement, ITGR and Goldman Sachs concluded that the projected unlevered free cash flow figures set forth above do not reflect stock-based compensation as a cash expense. The projected unlevered free cash flows for each of the fiscal years 2026E-2033E set forth below have been adjusted to deduct stock-based compensation as a cash expense:

For additional information on ITGR’s actual results and historical financial information, see the section titled “Where You Can Find More Information.”

Goldman Sachs rendered its opinion to the ITGR board of directors that, as of August 2, 2026, and based upon and subject to the factors and assumptions set forth therein, the $127.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of shares of ITGR common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated August 2, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the ITGR board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of ITGR common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of ITGR regarding their assessment of the past and current business operations, financial condition, and future prospects of ITGR; reviewed the reported price and trading activity for the shares of ITGR common stock; compared certain financial and stock market information for ITGR with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion, Goldman Sachs, with ITGR’s consent, relied upon and assumed the accuracy and completeness of all of the ITGR financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with ITGR’s consent that the financial projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of ITGR. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of ITGR or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of ITGR to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to ITGR; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of ITGR common stock, as of the date of the opinion, of the $127.00 in cash per share of ITGR common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of ITGR; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of ITGR, or class of such persons in connection with the merger, whether relative to the $127.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of shares of ITGR common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which the shares of ITGR common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on ITGR or Parent or the merger, or as to the impact of the merger on the solvency or viability of ITGR or Parent or the ability of ITGR or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Following Goldman Sachs’ August 2, 2026 presentation to the ITGR board of directors (the “August 2 Presentation”), it was determined that the unlevered free cash flow projections prepared by ITGR management that Goldman Sachs utilized in the illustrative discounted cash flow analysis in the August 2 Presentation did not reflect

stock-based compensation as a cash expense, while Goldman Sachs’ analysis reflected an assumption that stock-based compensation was deducted as a cash expense in such projections. Subsequent to the August 2 Presentation, ITGR management prepared adjusted unlevered free cash flow projections that deducted stock-based compensation as a cash expense. Goldman Sachs then reperformed its illustrative discounted cash flow analysis as of August 2, 2026, using the adjusted unlevered free cash flow projections. Goldman Sachs then delivered a written confirmation letter to the ITGR board of directors, dated August 31, 2026 (the “Confirmation Letter”), confirming that had Goldman Sachs performed its financial analysis set forth in the August 2 Presentation using the adjusted unlevered free cash flow projections, there would have been no change to the conclusion set forth in Goldman Sachs’ August 2, 2026 opinion that as of August 2, 2026, and based upon and subject to the factors and assumptions set forth therein, the $127.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of shares of ITGR common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The Confirmation Letter did not address any circumstances, developments or events occurring after August 2, 2026, other than the adjusted unlevered free cash flow projections, and the opinion set forth in Goldman Sachs’ August 2, 2026 opinion letter was provided only as of that date.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the ITGR board of directors in connection with rendering the opinion described above, as well as the revised illustrative discounted cash flow analysis subsequently delivered to the ITGR board of directors in connection with the Confirmation Letter. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 30, 2026, the last trading day prior to the publication on July 31, 2026, of a press report that KKR was nearing an agreement to acquire ITGR, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for the shares of ITGR common stock for the one-year period ended July 30, 2026. In addition, Goldman Sachs analyzed the consideration to be paid to holders of shares of ITGR common stock pursuant to the merger agreement in relation to (i) the closing price per share of $100.86 on July 30, 2026, the last trading day prior to the publication on July 31, 2026 of a press report that KKR was nearing an agreement to acquire ITGR and (ii) the closing price per share of ITGR common stock of $83.67 on April 29, 2026, the last trading day prior to ITGR’s April 30, 2026 announcement of a strategic review to maximize shareholder value (the “Unaffected Price”).

This analysis indicated that the price per share to be paid to ITGR stockholders pursuant to the merger agreement represented:

Illustrative Discounted Cash Flow Analysis. Using the financial projections, including the unlevered free cash flow projections that did not reflect stock-based compensation as a cash expense, Goldman Sachs performed an illustrative discounted cash flow analysis on ITGR to derive a range of illustrative present values per share of ITGR common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 9% to 10%, reflecting estimates of ITGR’s weighted average cost of capital, Goldman Sachs discounted to present value as of July 3, 2026 (i) estimates of unlevered free cash flow for ITGR for the fiscal years 2026 through 2033 as reflected in the unlevered free cash flow projections that did not reflect stock-based compensation as a cash expense and (ii) a range of illustrative terminal values for ITGR, which were calculated by applying perpetuity growth rates ranging from 2.5% to 3.5%, to a terminal year estimate of the unlevered free cash flow to be generated by ITGR, as reflected in the unlevered free cash flow projections that did not reflect stock-based compensation as a cash expense (which analysis implied last twelve months pro forma adjusted EBITDA multiples ranging from 7.9x to 10.8x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the financial projections. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including ITGR’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for ITGR, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for ITGR by adding the ranges of present values it

derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for ITGR the amount of ITGR’s total debt and debt-like items and added the amount of ITGR’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of ITGR, to derive a range of illustrative equity values for ITGR. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of ITGR, as provided by and approved for Goldman Sachs’ use by the management of ITGR, using the treasury stock method, to derive a range of illustrative present values per share ranging from $98.93 to $140.68.

Goldman Sachs subsequently reperformed, as of August 2, 2026, the illustrative discounted cash flow analysis described above using the adjusted unlevered free cash flow projections that deducted stock-based compensation as a cash expense and otherwise used the same methodology, assumptions and other information described above. The revised analysis implied last twelve months pro forma adjusted EBITDA multiples ranging from 7.3x to 10.0x. Applying the same enterprise-value-to-equity-value adjustments and fully diluted share count described above, Goldman Sachs derived a revised range of illustrative present values per share of ITGR common stock of $88.57 to $127.71.

Illustrative Present Value of Future Share Price Analysis. Using the financial projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of ITGR common stock. For this analysis, Goldman Sachs first calculated implied future values per share of ITGR common stock for ITGR as of the end of each of the fiscal years 2026 and 2027, by applying a range of illustrative next twelve month (“NTM”) price to earnings (“P/E”) multiples of 13.0x to 15.0x to estimates of ITGR’s NTM adjusted earnings per share of ITGR common stock for each of the fiscal years 2026 and 2027, as reflected in the financial projections. This illustrative range of NTM P/E multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM P/E multiples for ITGR.

Goldman Sachs then discounted these implied future values per share of ITGR common stock to July 3, 2026, using an illustrative discount rate of 10.3%, reflecting an estimate of ITGR’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $86 to $106 per share of ITGR common stock.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2022 through July 30, 2026 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $3 billion and $7 billion, excluding transactions involving targets in the biopharmaceutical industry. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 71 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 30.5% across the period. This analysis also indicated a 25th percentile premium of 16.1% and 75th percentile premium of 43.7% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 16.1% to 43.7% to the Unaffected Price and calculated a range of implied equity values per share of ITGR common stock of $97 to $120.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to ITGR or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the ITGR board of directors as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of ITGR common stock of the $127.00 in cash per share to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their

respective advisors, none of ITGR, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between ITGR and KKR and was approved by the ITGR board of directors. Goldman Sachs provided advice to ITGR during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to ITGR or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the ITGR board of directors was one of many factors taken into consideration by the ITGR board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs Affiliated Entities and their respective employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of ITGR, Parent, any of their respective affiliates and third parties, including KKR, an affiliate of Parent, and its affiliates and portfolio companies (collectively, “Relevant Entities”) or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs Investment Banking has an existing lending relationship with KKR and/or its subsidiaries. Goldman Sachs acted as financial advisor to ITGR in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the merger agreement. Goldman Sachs Affiliated Entities have provided certain financial advisory and/or underwriting services to ITGR from time to time for which Goldman Sachs Affiliated Entities have received, and may receive, compensation, including having acted as financial advisor to ITGR in connection with shareholder defense matters in 2025 and 2026 and as a passive bookrunner with respect to ITGR’s offering of its 1.875% convertible senior notes due 2030 in March 2025. During the two-year period ended August 2, 2026, Goldman Sachs Affiliated Entities have recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Affiliated Entities directly to ITGR of less than $5 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to KKR and its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as book runner with respect to a convertible notes offering of KKR in March 2025; as book runner with respect to a bank loan to Simon & Schuster Inc., a portfolio company of KKR, in August 2025; as financial advisor to KKR with respect to its acquisition of OSTTRA in October 2025; as financial advisor to Kito Crosby, a portfolio company of KKR, with respect to its acquisition of Datagroup in February 2026; as financial advisor to Varsity Brands Inc., a portfolio company of KKR, with respect to its sale in April 2026; as book runner with respect to an equity offering of BrightSpring Health Services, a portfolio company of KKR, in June 2026; and as financial advisor to Lorca Telecom Bidco, a portfolio company of KKR, with respect to the sale of its stake in MasOrange in June 2026. During the two-year period ended August 2, 2026, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to KKR and/or to its affiliates and portfolio companies (which may include companies that are not controlled by KKR) of less than $375 million. Goldman Sachs Investment Banking is currently mandated by KKR and/or its Related Entities (as defined below) to provide financial advisory and/or underwriting services unrelated to the merger with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking currently expects that it would recognize compensation in an aggregate amount materially in excess of the transaction fee expected in connection with the merger. Goldman Sachs Investment Banking is currently soliciting KKR and/or its Related Entities to work on financial advisory and/or underwriting matters unrelated to the merger on which it has not been, and may not be mandated. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Entities and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of August 2, 2026, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in ITGR and/or its affiliates, (ii) no direct GS Principal Investment in KKR North America Private Equity Fund XIV and (iii) an aggregate direct GS Principal Investment of approximately $210.6 million in KKR and/or its Related Entities. As of August 2, 2026, funds managed by affiliates of Goldman Sachs were co-invested with KKR

and/or its affiliates and were invested in equity interests of funds managed by affiliates of KKR. Such funds managed by affiliates of Goldman Sachs may co-invest with, and invest in equity interests of, KKR and/or its affiliates or funds managed thereby in the future.

In connection with ITGR’s offering of its 2.125% convertible senior notes due 2028 (in the aggregate principal amount of approximately $116.3 million) (the “2028 Convertible Notes”) in February 2023 and its offering of its 1.875% convertible senior notes due 2030 (in the aggregate principal amount of $1,000 million) (the “2030 Convertible Notes” and, together with the 2028 Convertible Notes, the “Convertible Notes”) in March 2025, ITGR entered into capped call transactions with respect to the Convertible Notes (collectively, the “Capped Call Transactions”) with Goldman Sachs and other counterparties (collectively, the “Capped Call Counterparties”), each acting as principal for its own account, consisting of the purchase by ITGR of capped call options with respect to collectively approximately 9.8 million shares of ITGR common stock, the aggregate number of shares of ITGR common stock underlying the Convertible Notes (with 30% purchased from Goldman Sachs). The Capped Call Transactions initially had a strike price of $87.20 per share of ITGR common stock in respect of the 2028 Convertible Notes, which is equal to the conversion price of the 2028 Convertible Notes based on the initial conversion rate of 11.4681 shares of ITGR common stock per $1,000 in principal amount of the 2028 Convertible Notes, subject to an initial cap price of $108.59 per share of ITGR common stock, and a strike price of $150.96 per share of ITGR common stock in respect of the 2030 Convertible Notes, which is equal to the conversion price of the 2030 Convertible Notes based on the initial conversion rate of 6.6243 shares of ITGR common stock per $1,000 in principal amount of the 2030 Convertible Notes, subject to an initial cap price of $189.44 per share of ITGR common stock.

The Capped Call Transactions were intended to offset a portion of the potential dilutive effect on holders of shares of ITGR common stock of the conversion of the Convertible Notes and/or any potential cash payment in excess of the principal amount of the Convertible Notes that ITGR may make in connection with a cash settlement of the Convertible Notes, in each case, up to the applicable cap price. The Capped Call Transactions, upon exercise thereof, generally require the Capped Call Counterparties to deliver to ITGR a number of shares of ITGR common stock (and/or, in certain circumstances, at ITGR’s election, cash) determined based on the excess, if any, of the lower of the applicable cap price and the price per share of ITGR common stock at that time (determined over a period specified in the Capped Call Transactions) over the applicable strike price per share of ITGR common stock.

The Capped Call Transactions may be adjusted, exercised, canceled and/or terminated in accordance with their terms in connection with certain events, including the announcement or consummation of the merger, which could result in a payment from Goldman Sachs to ITGR or from ITGR to Goldman Sachs. In particular, under the terms of the Capped Call Transactions, each Capped Call Counterparty, acting separately as calculation agent under the Capped Call Transactions to which it is a party, is entitled in certain circumstances to make adjustments to the terms of such Capped Call Transactions that reflect the economic effect of the announcement, consummation or abandonment of the merger on the embedded call options. In addition, each of Goldman Sachs and the other Capped Call Counterparties may, acting separately as calculation agent, determining party or otherwise as principal under the Capped Call Transactions to which it is a party, determine such adjustments and/or the value owed upon termination or cancellation in respect of such Capped Call Transactions in accordance with their terms, and a payment may be made to or from Goldman Sachs and/or its affiliates under various circumstances, including on or following consummation or abandonment of the merger. Goldman Sachs Investment Banking may receive a portion of any gain or loss realized by Goldman Sachs in respect of the Capped Call Transactions, including any termination payment. All actions or exercises of judgment by a Capped Call Counterparty in such capacity must be performed in good faith and in a commercially reasonable manner. Goldman Sachs Investment Banking has not advised, and will not advise, ITGR with respect to the Capped Call Transactions or any negotiations between ITGR and Goldman Sachs’ public side trading desk with respect thereto.

As a result of the Capped Call Transactions, the Capped Call Counterparties are expected to have market exposure to the price of shares of ITGR common stock. It is the ordinary practice of the Capped Call Counterparties to engage in hedging activities to limit their respective market exposure to the price of the stock underlying privately negotiated equity derivative transactions with issuers of such stock, such as the Capped Call Transactions.

In connection with the Capped Call Transactions to which it is a party, Goldman Sachs (and its affiliates) has engaged, and will continue to engage, in accordance with applicable law, in hedging and other market transactions (which may include the entering into or unwinding of various derivative transactions with respect to Shares) that are generally intended to substantially neutralize Goldman Sachs’ exposure as a result of the Capped Call Transactions to which it is a party to changes in the price of shares of ITGR common stock. Such hedging activity is at Goldman Sachs’ own risk and may result in a gain or loss, which may be greater than or less than the expected contractual benefit to

Goldman Sachs under the Capped Call Transactions to which it is a party. The amount of any such gain or loss will not be known until the applicable Capped Call Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs shall have completed all of its hedge unwind activities. To mitigate exposure from the Capped Call Transactions, as of the close of business on September 1, 2026, Goldman Sachs held a net long economic position of approximately 600,000 shares of ITGR common stock and was long and short a number of various other options on shares of ITGR common stock.

In connection with its engagement, Goldman Sachs provided to management of ITGR, for the information of the board of directors, materials that summarized, based on theoretical models, the potential effects of the announcement and consummation of the Transaction on the Capped Call Transactions to which Goldman Sachs is a counterparty. The materials included preliminary illustrative analyses by Goldman Sachs’ Investment Banking Division for a range of stated assumptions regarding takeout prices for the shares of ITGR common stock and volatilities, as well as based on other reasonable assumptions.

In accordance with industry practice, Goldman Sachs maintains customary institutional information barriers reasonably designed to prevent the unauthorized disclosure of confidential information by personnel in its Investment Banking Division to the personnel in its Securities Division who are undertaking hedging and other market transactions with respect to Goldman Sachs’ Capped Call Transactions. In connection with the preparation of presentations to senior management of ITGR and the board of directors, personnel in Goldman Sachs’ Investment Banking Division, including the representatives of Goldman Sachs who have advised ITGR in connection with the Transaction, from time to time, have received or may receive input from personnel in Goldman Sachs’ Securities Division into how to model, or reports of historical measures or estimates of, Goldman Sachs’ and/or Goldman Sachs’ Investment Banking Division’s profit and/or loss over certain measurement periods related to the Capped Call Transactions.

Goldman Sachs has advised ITGR that as of September 1, 2026, it expected to realize a net gain of less than $5 million with respect to the Capped Call Transactions as a result of the merger, after giving effect to its hedging activities based on the ordinary hedging practices described above and based on a range of stated assumptions, including volatilities and other reasonable assumptions. The amount of any gain or loss to Goldman Sachs as a result of the merger’s impact on the Capped Call Transactions will not be known until the Capped Call Transactions have been exercised, expired or terminated in accordance with their terms and Goldman Sachs and its affiliates have completed all of their unwind activities, and such amount may differ from the estimates provided above. Announcement of the merger could trigger an adjustment to the Capped Call Transactions, and consummation of the merger would likely trigger a termination of the Capped Call Transactions, in each case that could result in a payment to or from Goldman Sachs.

The indentures governing the Convertible Notes and the confirmations containing the terms of the Capped Call Transactions were included as exhibits to ITGR’s Current Reports on Form 8-K filed with the SEC on February 6, 2023, and March 19, 2025, which contain additional disclosure regarding the Convertible Notes and a description of the Capped Call Transactions. All references in this section of this proxy statement to share of ITGR common stock counts, conversion rates, conversion prices, cap prices and strike prices are subject to adjustment from time to time in accordance with the terms of the confirmations relating to the Capped Call Transactions.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of this proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity and (y) the following terms have the definitions set forth below:

GS Principal Investments (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third-party clients.

GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third-party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make investments in, the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

Related Entities are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The ITGR board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated July 21, 2026, ITGR engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. The engagement letter between ITGR and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement of the merger, at approximately $85.7 million (which includes a discretionary incentive fee approved by the ITGR board of directors prior to the execution of the merger agreement), all of which is contingent upon consummation of the merger. In addition, ITGR has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

In considering the recommendation of the ITGR board of directors that ITGR stockholders vote “FOR” the merger agreement proposal and merger-related compensation proposal, ITGR stockholders should be aware that the directors and executive officers of ITGR have interests in the merger that may be different from, or in addition to, those of ITGR stockholders generally.

These interests are described below, and certain of them are quantified below. The ITGR board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, in approving the merger agreement, and in recommending the approval of the merger agreement by the ITGR stockholders.

Outstanding ITGR equity awards will generally be treated as follows: (i) vested RSU awards and 50% (assessed on a tranche-by-tranche basis) of unvested RSU awards will be canceled in exchange for a cash amount based on the merger consideration and paid as soon as practicable following the closing of the merger, and the remaining 50% of unvested RSUs will be converted into a deferred cash award based on the merger consideration that vests and is paid based on the original RSU award’s vesting conditions (with certain termination protections); (ii) PSU awards for which the performance period is completed but that have not yet been settled will be canceled in exchange for a cash amount equal to the merger consideration based on actual performance, and PSU awards with open performance periods will be converted into a cash amount based on the merger consideration assuming the greater of target and actual performance, with 50% (assessed on a tranche-by-tranche basis) of such amount being paid as soon as practicable following the closing of the merger and the remaining 50% of such amount vesting and being paid based on the original PSU award’s service vesting conditions (with certain termination 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.

For additional information on the treatment of ITGR equity awards in connection with the merger, see the section titled “The Merger Agreement—Treatment of ITGR Equity Awards.”

The table below sets forth the number of outstanding ITGR RSUs, ITGR PSUs (based on target level of performance) and ITGR stock options held by each of ITGR’s executive officers and non-employee directors (as well as any other individual who served as an executive officer or non-employee director of ITGR since the beginning of ITGR’s last fiscal year) as of August 31, 2026, and the value of such awards (on a pre-tax basis) based on a per share price of ITGR common

stock of $127.00. Depending on the date upon which the closing of the merger actually occurs, certain ITGR RSUs and ITGR PSUs that are unvested as of the date of this proxy statement and that are included in the table below may vest pursuant to their terms, and certain ITGR stock options that are outstanding as of the date of this proxy statement and that are included in the table may be exercised into ITGR common stock, in each case, without regard to the merger. For additional information regarding shares of ITGR common stock held by ITGR executive officers and non-employee directors, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the closing of the merger following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by ITGR’s executive officers and non-employee directors may materially differ from the amounts set forth above.

The merger agreement provides that annual bonuses for the year of the closing of the merger (including for ITGR’s executive officers) will be paid at the greater of (i) target performance and (ii) actual performance. In addition, if the employment of an employee (including an ITGR executive officer) is terminated without cause or resigns for good reason, in each case, during the second half of the year in which the closing of the merger occurs, such employee will receive a pro rata annual bonus for the year of the closing of the merger (payable at the greater of (i) target performance and (ii) actual performance).

If the closing of the merger has not occurred by January 15, 2027, then ITGR may, in consultation with Parent, grant annual equity awards in respect of fiscal year 2027 (including to ITGR executive officers) with an aggregate grant date fair value of up to $23 million. Such equity awards are required to be solely in the form of RSUs, with vesting and other terms and conditions that are substantially consistent with annual RSU awards granted in respect of fiscal year 2026. These RSU awards will not vest in connection with the occurrence of the effective time but will instead be canceled and converted into a cash amount equal to (i) the number of shares of ITGR common stock subject to such RSU award, multiplied by (ii) the merger consideration, which will be paid subject to satisfaction of the same vesting conditions that applied to the corresponding RSU

award, with vesting protections upon a qualifying termination of employment.

As previously disclosed, on May 18, 2026, in connection with an announced strategic review, ITGR approved cash retention bonuses for each of ITGR’s executive officers, with amounts ranging from 0.5x to 1x such executive officer’s base salary and target annual bonus (the “Executive Retention Bonuses”). Of the Executive Retention Bonuses, 50% will vest on December 31, 2026 (or, if earlier, upon the effective time), and the other 50% will vest upon the effective time, in each case, subject to continued employment through the applicable vesting date. The aggregate value of the Executive Retention Bonuses is $5,602,150.

ITGR is party to an employment agreement (the “CEO Agreement”) with Payman Khales and a change of control agreement with each of ITGR’s other executive officers (together with the CEO Agreement, the “Severance Protection Agreements”). Pursuant to the Severance Protection Agreements, if, within 24 months following (or, for Mr. Khales, also within 60 days prior to) a “change in control” (as defined in the Severance Protection Agreements), such executive officer’s employment is terminated by ITGR without “cause” or by such executive officer for “good reason” (each as defined in the Severance Protection Agreements), such executive officer is entitled to their accrued but unpaid annual bonus for the year prior to termination and subject to the execution and non-revocation of a general release of claims, the following:

The estimated aggregate value of severance payments and benefits provided to ITGR’s executive officers (including our named executive officers) under the Severance Protection Agreements (excluding treatment of equity awards, which is quantified above under “—Treatment of ITGR Equity Awards”) assuming that (a) the merger closed on August 31, 2026, (b) each executive officer experiences a termination without cause or a resignation for good reason immediately following consummation of the merger, and (c) each executive officer has complied with all requirements necessary to receive all payments and benefits, is approximately $20,366,270. For further information regarding these assumptions and the estimated

severance values associated with a qualifying termination of ITGR’s named executive officers, see below under “—Quantification of Potential Payments and Benefits to ITGR’s Named Executive Officers in Connection with the Merger.”

ITGR maintains the Retirement Savings Restoration Plan (the “Restoration Plan”), which is intended to restore retirement benefits on substantially the same formula as ITGR’s 401(k) plan that were disallowed due to statutory limits. Certain of ITGR’s executive officers participate in the Restoration Plan. Under the merger agreement, ITGR may terminate the Restoration Plan in connection with the merger and pay out account balances thereunder.

Under the merger agreement, ITGR may implement certain tax planning strategies for the purpose of mitigating the impact of Sections 280G and 4999 of the Code and thereby preserve certain compensation-related tax deductions that might otherwise be disallowed. Any such tax planning strategies will not include a gross-up of any excise taxes under Section 4999 of the Code. As of the date of this proxy statement, the implementation of any such tax planning strategies has not been determined.

Under the merger agreement, for a period of six years after the effective time, Parent will, and must cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted by applicable law and the organizational documents of ITGR or its subsidiaries, each current and former director, officer, manager, employee and agent of ITGR and its subsidiaries and their respective successors and heirs and any individuals serving in such capacity at or with respect to other persons at ITGR’s or its subsidiaries’ request from and against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in respect of acts or omissions prior to the effective time, in each case, to the fullest extent permitted by applicable law.

In addition, for a period of six years following the effective time, Parent is required to maintain in effect the provisions in the organizational documents of ITGR and its subsidiaries regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

Prior to the effective time, ITGR will (or if ITGR is unable to or Parent elects to, Parent will cause the surviving corporation to) purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time.

For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification and liability insurance, please see the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the merger that ITGR’s named executive officers could receive in connection with the merger. Such amounts have been calculated assuming that:

The payments and benefits described below are calculated based on, to the extent applicable, the terms of the merger agreement and each named executive officer’s existing Severance Protection Agreement. See sections above under “—Treatment of ITGR Equity Awards” and “—Severance Protections,” for a description of the treatment of the equity awards held by the named executive officers and the terms of their Severance Protection Agreements. In addition, certain equity awards held by the named executive officers may vest in accordance with their terms prior to the merger. Furthermore, additional equity awards may be granted to the executive officers in respect of 2027, as described above under “—2027 Equity Awards,” which are not included in the calculations below. These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur after the date of this proxy statement but before the effective time. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by ITGR’s named executive officers may materially differ from the amounts set forth below.

As of the date of this proxy statement, no executive officer of ITGR has entered into any agreement with Parent or any of its affiliates regarding individual employment arrangements with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates following the consummation of the merger. Prior to and following the closing, however, Parent intends to have discussions with certain executive officers of ITGR regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates and certain executive officers of ITGR may enter into agreements with, Parent or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates.

Under the merger agreement, for a period of six years after the effective time, Parent must, and must cause the surviving corporation to, indemnify and hold harmless to the fullest extent permitted by applicable law and the organizational documents of ITGR or its subsidiaries, the present and former directors, officers, managers, employees and agents of ITGR and its subsidiaries and their respective successors and heirs and any individuals serving in such capacity at or with respect to other persons at ITGR’s or its subsidiaries’ request from and against any losses, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in respect of acts or omissions prior to the effective time, in each case to the fullest extent permitted by the DGCL or any other applicable law or as provided under ITGR’s certificate of incorporation, bylaws or other organizational documents of ITGR or any of its subsidiaries in effect as of the date of the merger agreement.

In addition, for a period of six years following the effective time, Parent is required to maintain in effect provisions in the certificate of incorporation, bylaws or other organizational documents of the surviving corporation and its subsidiaries regarding elimination of liability of directors, indemnification of directors, officers, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions that were in existence as of the date of the merger agreement.

At or prior to the effective time, ITGR will (or if ITGR is unable to or Parent elects to), Parent will cause the surviving corporation to purchase a directors’ and officers’ liability insurance and fiduciary liability insurance “tail” insurance policy for a period of six years after the effective time with respect to matters arising at or prior to the effective time.

For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification and liability insurance, see the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

Parent intends to fund the cash portion of the merger consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the merger agreement, (i) Merger Sub entered into the debt commitment letter, pursuant to which the lenders have committed to provide to Merger Sub up to (a) $2,100,000,000 aggregate principal amount under a senior secured term loan facility and (b) $350,000,000 aggregate principal amount under a senior secured revolving credit facility (the foregoing clauses (a) and (b), referred to as the “debt financing”) and (ii) Parent entered into the equity commitment letter, pursuant to which KKR Core has

committed to contribute an aggregate amount of $3,825,000,000 to Parent (referred to as the “equity financing”). The obligations of the lenders to provide debt financing under the debt commitment letter and KKR Core to provide equity financing under the equity commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such financing in accordance with such commitment letter and (b) the consummation of the merger in all material respects in accordance with the terms and conditions of the merger agreement. The receipt of the equity financing by Parent and the debt financing by Merger Sub is not a condition to either Parent’s or Merger Sub’s obligations to complete the merger. Commitments in respect of the debt commitment letter will terminate on the earliest to occur of (1) the termination of the merger agreement in accordance with its terms prior to the consummation of the merger, (2) the consummation of the merger without the funding of the debt financing and (3) 11:59 p.m. New York City time on the date that is five business days after the outside date. The commitment in respect of the equity financing will automatically terminate if the merger agreement is terminated in accordance with its terms. Further, if an event occurs that would cause the termination of the commitments under the debt commitment letter in accordance with its terms, then KKR Core will have the right to terminate the equity commitment letter at any time thereafter. The proceeds of the debt financing would be used at the closing of the merger, together with the proceeds of the equity financing, for the purposes of (1) financing the consummation of the merger, including paying fees and expenses incurred in connection with the merger, and (2) the repayment of all or a portion of ITGR’s outstanding indebtedness under the ITGR credit agreement and (3) funding the settlement of ITGR’s obligations under the ITGR indentures (as defined below) in respect of the Convertible Notes (as defined below).

The merger is subject to the requirements of the HSR Act and certain other applicable antitrust and foreign direct investment laws, which prevent ITGR and Parent from completing the merger until required information and materials are furnished to the relevant regulators, including the Antitrust Division of the DOJ and the FTC, and the necessary approvals are received, or the relevant waiting periods are terminated or expire. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification forms or the early termination of that waiting period. The parties may also choose to voluntarily re-start the initial 30-calendar-day waiting period by following certain prescribed procedures. After the expiration of the initial waiting period (or the re-started initial waiting period), the Antitrust Division of the DOJ or the FTC may issue a Request for Additional Information and Documentary Material (referred to as a “second request”). If a second request is issued, the parties may not complete the merger until they substantially comply with the second request and observe a second 30-calendar-day waiting period, unless the waiting period is terminated earlier, or the parties commit not to close for some additional period of time. ITGR and Parent submitted the requisite notification and report forms under the HSR Act on August 31, 2026, and the waiting period will expire on September 30, 2026 at 11:59 p.m., Eastern Time, unless it is extended by request for additional information or terminated earlier or if ITGR and Parent pull and refile or commit not to close for some additional period of time.

For more information about regulatory approvals relating to the merger, see the section titled “The Merger Agreement—Conditions to the Merger.”

Although the parties expect that all required regulatory clearances will be obtained, the parties cannot assure you that these regulatory clearances will be timely obtained or obtained at all or that the granting of these regulatory clearances will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the merger not being satisfied.

ITGR stockholders who do not vote in favor of approval of the merger agreement proposal, who continuously hold their shares of ITGR common stock and who otherwise strictly comply with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of ITGR common stock, as determined by the Delaware Court of Chancery, if the merger is completed, in lieu of receiving the merger consideration in respect of such shares. The “fair value” of your shares of ITGR common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the merger consideration that you would otherwise be entitled to receive under the terms of the merger agreement. ITGR stockholders who wish to exercise the right to seek an appraisal of their shares must advise ITGR by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the merger agreement proposal, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of ITGR common stock held of

record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps summarized in this proxy statement and in a timely manner to perfect appraisal rights.

The text of Section 262 of the DGCL is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, ITGR stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

The following describes the material provisions of the merger agreement, which is attached as Annex A to this proxy statement and is incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. ITGR encourages you to read carefully the merger agreement in its entirety before making any decisions regarding the merger as it is the legal document governing the merger.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. ITGR is responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement not misleading. Factual disclosures about ITGR contained in this proxy statement or ITGR’s public reports filed with the SEC may supplement, update or modify the factual disclosures about ITGR contained in the merger agreement and described in this summary. The representations, warranties and covenants made in the merger agreement by Parent, Merger Sub and ITGR are qualified and subject to important limitations agreed to by the parties to the merger agreement in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, and were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to stockholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not publicly disclosed. The representations and warranties in the merger agreement will not survive the completion of the merger.

ITGR stockholders should not rely on representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Parent, Merger Sub, ITGR or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

The merger agreement provides, upon the terms and subject to the conditions set forth therein and in accordance with Delaware law, for Merger Sub to merge with and into ITGR, with ITGR continuing as the surviving corporation and a wholly owned subsidiary of Parent.

Unless another place and time is mutually agreed to in writing by Parent and ITGR, the closing of the merger will occur (a) no later than two business days after the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of the last to be satisfied or waived of the conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) of such conditions).

At the effective time, each share of ITGR common stock issued and outstanding immediately prior to the effective time (other than excluded shares and dissenting shares), will be converted into the right to receive the merger consideration of $127.00 in cash, without interest. At the effective time, all such shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist and will thereafter represent only the right to receive $127.00 in cash, without interest.

At the effective time, each share of ITGR common stock issued and outstanding immediately prior to the effective time that is held in treasury by ITGR or owned by Parent, Merger Sub or any other subsidiary of Parent will automatically be canceled and will cease to exist, and no merger consideration will be delivered in exchange for such shares.

Each share of ITGR common stock held by any subsidiary of ITGR immediately prior to the effective time will be converted into such number of common shares of the surviving corporation such that each subsidiary owns the same percentage of the outstanding capital stock in the surviving corporation immediately following the effective time as such subsidiary owned in ITGR immediately prior to the effective time.

Each common share of Merger Sub outstanding immediately prior to the effective time will be converted into and become one common share of the surviving corporation and, except as described above under “—Shares Held by ITGR Subsidiaries,” will constitute the only outstanding shares of capital stock of the surviving corporation.

At the effective time, ITGR equity awards will generally be treated as follows:

Shares of ITGR common stock issued and outstanding immediately prior to the effective time and held by an ITGR stockholder who (i) did not vote in favor of the merger agreement proposal or consent in writing thereto and (ii) validly demanded their statutory rights of appraisal in respect of such shares of ITGR common stock in accordance with Section 262 of the DGCL, will not be converted into, or represent the right to receive, the merger consideration unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. Instead, such dissenting stockholders will be entitled to receive payment of the appraised value of such shares of ITGR common stock in accordance with Section 262 of the DGCL.

If any dissenting stockholder fails to perfect or otherwise effectively withdraws or loses their rights of appraisal, such shares of ITGR common stock will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the effective time, the right to receive the merger consideration. For more information regarding appraisal rights, see the section titled “Appraisal Rights of ITGR Stockholders.” In addition, the text of Section 262 of the DGCL is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein.

At the effective time of the merger, the certificate of incorporation of ITGR, as in effect immediately prior to the completion of the merger, will be amended and restated in its entirety as set forth in Exhibit A to the merger agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation, except with respect to the name of the surviving corporation, which will be determined by Parent prior to the closing of the merger.

The bylaws of Merger Sub, as in effect immediately prior to the completion of the merger, will be the bylaws of the surviving corporation. As used herein, the “effective time” of the merger means the time at which the certificate of merger with respect to the merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Parent, ITGR and Merger Sub may agree and specify in such certificate of merger.

From and after the effective time, until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the surviving corporation and applicable law, (a) the directors of Merger Sub at the effective time will be the directors of the surviving corporation and (b) the officers of Merger Sub at the effective time will be the officers of the surviving corporation. At

the written request of Parent, ITGR will cause each director and officer of ITGR or any director or officer of any of ITGR’s subsidiaries to resign in such capacity, with such resignation to be effective at the effective time.

As promptly as practicable after the effective time (but no later than two business days thereafter), Parent will send, or will cause the paying agent to send, to each ITGR stockholder at the effective time a letter of transmittal and instructions, which will contain instructions on how to surrender certificated and book-entry shares of ITGR common stock in exchange for the merger consideration. No interest will be paid or will accrue on the cash payable upon surrender of any such shares of ITGR common stock.

If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificated or the transferred uncertificated shares of ITGR stock is registered, it will be a condition to such payment that (a) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (b) the person requesting such payment will pay to the paying agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the paying agent that such tax has been paid or is not payable.

In the event that a ITGR share certificate is lost, stolen or destroyed, the previous holder of the ITGR share certificate may obtain the merger consideration by (a) making an affidavit regarding the loss, theft or destruction of the ITGR share certificate and (b) if required by Parent, agreeing to indemnify the surviving corporation against any claim that may be made with respect to such lost, stolen or destroyed certificate (including, if required by the surviving corporation, the posting by such person of a bond, in such reasonable amount as the surviving corporation may direct).

From and after the effective time, all holders of ITGR share certificates and uncertificated shares will cease to have any rights as ITGR stockholders other than the right to receive the merger consideration upon the surrender of such shares, without interest. From and after the effective time, the stock transfer books of ITGR will be closed with respect to all shares of ITGR common stock outstanding immediately prior to the effective time.

None of the parties to the merger agreement or the paying agent will be liable to any person with respect to any portion of the merger consideration delivered to a governmental authority if required by any applicable abandoned property, escheat or similar law.

Any portion of the merger consideration made available to the paying agent (and any interest or other income earned thereon) that remains unclaimed by the holders of ITGR common stock 12 months after the effective time will be returned to Parent, upon demand, and such ITGR stockholders must thereafter look only to Parent for payment of the merger consideration. Further, any portion of the merger consideration that remains undistributed to holders of ITGR share certificates and uncertificated shares immediately prior to the date on which the merger consideration would otherwise escheat to or become the property of any governmental entity will, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled to such claims or interest.

Parent, ITGR, the surviving corporation and any of their respective affiliates or agents will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted or withheld under the Code or any other applicable tax law. Any amounts so deducted or withheld will, to the extent paid over to the appropriate taxing authority, be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction or withholding was made.

The merger agreement contains customary representations and warranties of the parties. These include representations and warranties of ITGR with respect to:

The merger agreement also contains customary representations and warranties of Parent and Merger Sub, including among other things: