Integer Holdings Corp

Previous wording

The second quarter and first six months of 2025 ended on June 27 and consisted of 91 days and 178 days, respectively. The second quarter and first six months of 2024 ended on June 28 and consisted of 91 days and 180 days, respectively.

Current wording

The third quarter and first nine months of 2025 ended on September 26 and consisted of 91 days and 269 days, respectively. The third quarter and first nine months of 2024 ended on September 27 and consisted of 91 days and 271 days, respectively.

Previous wording

On March 18, 2025, we issued $1.0 billion in aggregate principal amount of 1.875% Convertible Senior Notes due in 2030 (the “2030 Convertible Notes”). The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers' discounts and commissions and debt issuance costs, were $976.3 million. We used $71.0 million of the net proceeds from the offering to fund the cost of entering into capped call transactions relating to the 2030 Convertible Notes.

Current wording

On March 18, 2025, we issued $1.0 billion in aggregate principal amount of 1.875% Convertible Senior Notes due in 2030 (the “2030 Convertible Notes”). The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers' discounts and commissions and debt issuance costs, were $976.1 million. We used $71.0 million of the net proceeds from the offering to fund the cost of entering into capped call transactions relating to the 2030 Convertible Notes.

Previous wording

We used a portion of the remaining net proceeds from the issuance of the 2030 Convertible Notes to exchange $383.7 million in aggregate principal amount of our outstanding 2.125% Convertible Senior Notes due in 2028 (the “2028 Convertible Notes”) for an aggregate cash exchange consideration of $384.4 million in cash and 1,553,806 shares of Common Stock (the “Note Exchange Transactions”). The Note Exchange Transactions were considered an induced conversion and, as a result, we recorded $46.7 million during the three months ended March 28, 2025 in induced conversion expense within Other (income) loss, net in the Condensed Consolidated Statements of Operations and Comprehensive Income. Contemporaneously with the Note Exchange Transactions, we terminated a portion of the capped call transactions related to the 2028 Convertible Notes and received 436,963 shares of Common Stock. We allotted the remainder of the net proceeds to pay the down our revolving credit facility (the “Revolving Credit Facility”) and five-year “term A” loan (the “TLA Facility”).

Current wording

We used a portion of the remaining net proceeds from the issuance of the 2030 Convertible Notes to exchange $383.7 million in aggregate principal amount of our outstanding 2.125% Convertible Senior Notes due in 2028 (the “2028 Convertible Notes”) for an aggregate cash exchange consideration of $384.4 million in cash and 1,553,806 shares of Common Stock (the “Note Exchange Transactions”). The Note Exchange Transactions were considered an induced conversion and, as a result, we recorded $46.7 million during the three months ended March 28, 2025 in induced conversion expense within Other loss, net in the Condensed Consolidated Statements of Operations and Comprehensive Income. Contemporaneously with the Note Exchange Transactions, we terminated a portion of the capped call transactions related to the 2028 Convertible Notes and received 436,963 shares of Common Stock. We allotted the remainder of the net proceeds to pay the down our revolving credit facility (the “Revolving Credit Facility”) and five-year “term A” loan (the “TLA Facility”).

Previous wording

During 2022, we announced plans to exit our portable medical market (the “Portable Medical Exit”) to enhance profitability and reallocate manufacturing capacity to support growth. Since that time, we have been working closely with impacted customers to support the transition of these products to other suppliers. Due to quality and regulatory requirements, we expected it would take three to four years to complete this transition. We currently expect Portable Medical sales to begin to wind down with the final sales and market exit occurring in 2025. Portable Medical sales are included in our Other Markets product line sales.

Current wording

During 2022, we announced plans to exit our portable medical market (the “Portable Medical Exit”) to enhance profitability and reallocate manufacturing capacity to support growth. Since that time, we have been working closely with impacted customers to support the transition of these products to other suppliers. Due to quality and regulatory requirements, we expected it would take three to four years to complete this transition. The Portable Medical Exit will be completed with the final sales and market exit occurring during the fourth quarter of 2025. Portable Medical sales are included in our Other Markets product line sales.

Previous wording

On October 31, 2024, we completed the sale of our wholly-owned subsidiary Electrochem Solutions, Inc. (“Electrochem”), which focused on nonmedical applications for the energy, military and environmental sectors. As a result of the Electrochem divestiture, the results of operations of the Electrochem business have been classified as discontinued operations for all periods presented. Income (loss) from discontinued operations for the second quarters and first six months of 2025 and 2024 were not material.

Current wording

On October 31, 2024, we completed the sale of our wholly-owned subsidiary Electrochem Solutions, Inc. (“Electrochem”), which focused on nonmedical applications for the energy, military and environmental sectors. As a result of the Electrochem divestiture, the results of operations of the Electrochem business have been classified as discontinued operations for all periods presented. Loss from discontinued operations for the third quarters and first nine months of 2025 and 2024 were not material.

Previous wording

Income from continuing operations for the second quarter and first six months of 2025 was $37.0 million, or $1.04 per diluted share, and $14.5 million, or $0.41 per diluted share, respectively, compared to $31.2 million, or $0.88 per diluted share, and $51.8 million, or $1.47 per diluted share for the second quarter and first six months of 2024, respectively. These variances are primarily the result of the following:

Current wording

Income from continuing operations for the third quarter and first nine months of 2025 was $39.7 million, or $1.11 per diluted share, and $54.2 million, or $1.52 per diluted share, respectively, compared to $36.3 million, or $1.01 per diluted share, and $88.1 million, or $2.49 per diluted share for the third quarter and first nine months of 2024, respectively. These variances are primarily the result of the following:

Previous wording

•Sales for the second quarter and first six months of 2025 increased $48.6 million and $78.2 million, respectively, when compared to the same periods in 2024, driven by strong demand, new product ramps, growth from emerging customers with PMA (premarket approval) products and contributions from our recent acquisitions.

Current wording

•Sales for the third quarter and first nine months of 2025 increased $36.3 million and $114.5 million, respectively, when compared to the same periods in 2024, driven by strong demand, new product ramps, growth from emerging customers with PMA (premarket approval) products and contributions from our recent acquisitions.

Previous wording

•Gross profit for the second quarter and first six months of 2025 increased $11.8 million and $23.8 million, respectively, primarily from higher sales volume leverage, efficiencies gained from the continued improvement in the supply chain and contributions from our recent acquisitions.

Current wording

•Gross profit for the third quarter and first nine months of 2025 increased $9.6 million and $33.4 million, respectively, primarily from higher sales volume, efficiencies gained from the continued improvement in the supply chain, and contributions from our recent acquisitions.

Previous wording

•Operating expenses for the second quarter and first six months of 2025 increased $6.9 million and $8.1 million, respectively, when compared to the same periods in 2024, primarily due to higher SG&A expenses. Operating expenses as a percentage of sales was 14.7% for the second quarter of 2025 and 2024 and improved to 15.4% for first six months of 2025, compared to 15.8% for the same period in 2024.

Current wording

•Operating expenses for the third quarter and first nine months of 2025 increased $11.2 million and $19.3 million, respectively, when compared to the same periods in 2024, primarily due to higher SG&A expenses. Operating expenses as a percentage of sales were 14.9% and 13.6% for the third quarters of 2025 and 2024, respectively, and 15.2% and 15.1% for the first nine months of 2025 and 2024, respectively.

Previous wording

•Interest expense for the second quarter and first six months of 2025 decreased $4.8 million and $4.0 million, respectively, compared to the same periods in 2024, primarily due to lower interest rates on our outstanding borrowings, partially offset by higher average debt balance outstanding and higher losses from extinguishment of debt.

Current wording

•Interest expense for the third quarter and first nine months of 2025 decreased $5.2 million and $9.2 million, respectively, compared to the same periods in 2024, primarily due to lower interest rates on our outstanding borrowings, partially offset by higher average debt balance outstanding and higher losses from extinguishment of debt.

Previous wording

•During the first six months of 2025 and 2024 we recognized net gains $0.2 million and $1.1 million, respectively, from our equity investments. Gains and losses on equity investments are generally unpredictable in nature.

Current wording

•During the third quarter and first nine months of 2025 we recognized net gains from our equity investments of $0.1 million and $0.2 million, respectively, compared to net gains of $0.9 million and $2.0 million, respectively, for the third quarter and first nine months of 2024. Gains and losses on equity investments are generally unpredictable in nature.

Previous wording

•Other (income) loss, net for the second quarter and first six months of 2025 were net losses of $4.0 million and $51.9 million, respectively, compared to net gains of $0.1 million and net losses of $0.9 million, respectively, for the second quarter and first six months of 2024. Other (income) loss, net includes $46.7 million of debt conversion inducement expense, which was recognized the first quarter of 2025, related to the partial exchange of our outstanding 2028 Convertible Notes.

Current wording

•Other loss, net for the third quarter and first nine months of 2025 were net losses of $1.1 million and $53.0 million, respectively, compared to net losses of $0.9 million and $1.8 million, respectively, for the third quarter and first nine months of 2024. Other loss, net for 2025 includes $46.7 million of debt conversion inducement expense, which was recognized in the first quarter of 2025, related to the partial exchange of our outstanding 2028 Convertible Notes.

Previous wording

•We recorded provisions for income taxes for the second quarter and first six months of 2025 of $8.6 million and $18.1 million, respectively, compared with provisions for income taxes of $8.8 million and $13.1 million, respectively, for the second quarter and first six months of 2024. The changes in income tax expense were primarily due to relative changes in pre-tax income and the impact of discrete tax items.

Current wording

•We recorded provisions for income taxes for the third quarter and first nine months of 2025 of $6.3 million and $24.4 million, respectively, compared with provisions for income taxes of $7.1 million and $20.2 million, respectively, for the third quarter and first nine months of 2024. The changes in income tax expense were primarily due to relative changes in pre-tax income and the impact of discrete tax items.

Previous wording

For the second quarter and first six months of 2025, Cardio & Vascular (“C&V”) sales increased $55.4 million, or 24%, and $92.5 million, or 20%, respectively, versus the comparable 2024 periods. The increases in C&V sales for the second quarter and first six months of 2025 were driven by new product ramps in electrophysiology, acquisitions and strong customer demand in neurovascular. C&V sales for the second quarter and first six months of 2025 included $14.0 million and $27.2 million, respectively, of aggregate sales from the recent Precision and VSi acquisitions. Foreign currency exchange rate fluctuations increased C&V sales for the second quarter and first six months of 2025 by $0.8 million and $0.4 million, in comparison to the 2024 periods, primarily due to U.S. dollar fluctuations relative to the Euro.

Current wording

For the third quarter and first nine months of 2025, Cardio & Vascular (“C&V”) sales increased $36.1 million, or 15%, and $128.6 million, or 19%, respectively, versus the comparable 2024 periods. The increases in C&V sales for the third quarter and first nine months of 2025 were driven by new product ramps in electrophysiology, acquisitions, and strong customer demand in neurovascular. C&V sales for the third quarter and first nine months of 2025 included $14.9 million and $42.1 million, respectively, of aggregate sales from the recent Precision and VSi acquisitions. Foreign currency exchange rate fluctuations increased C&V sales for the third quarter and first nine months of 2025 by $0.8 million and $1.2 million, in comparison to the 2024 periods, primarily due to U.S. dollar fluctuations relative to the Euro.

Previous wording

For the second quarter and first six months of 2025, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $3.9 million, or 2%, and $7.4 million, or 2%, respectively, versus the comparable 2024 periods, driven by strong growth in emerging neuromodulation customers with PMA (pre-market approval) products, normalized cardiac rhythm management growth, and the final quarters of the planned decline of an early spinal cord stimulation neuromodulation finished implantable pulse generator (non-emerging) customer, announced in 2020. Foreign currency exchange rate fluctuations did not have a material impact on CRM&N sales during the second quarter and first six months of 2025 in comparison to 2024.

Current wording

For the third quarter and first nine months of 2025, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $4.1 million, or 2%, and $11.4 million, or 2%, respectively, versus the comparable 2024 periods, driven by strong growth in emerging neuromodulation customers with PMA (pre-market approval) products, normalized cardiac rhythm management growth, and the final quarters of the planned decline of an early spinal cord stimulation neuromodulation finished implantable pulse generator (non-emerging) customer, announced in 2020. Foreign currency exchange rate fluctuations did not have a material impact on CRM&N sales during the third quarter and first nine months of 2025 in comparison to 2024.

Previous wording

Other Markets sales for the second quarter and first six months of 2025 decreased $10.8 million, or 38%, and decreased $21.6 million or 38%, respectively, versus the comparable 2024 periods, driven by execution of the Portable Medical Exit. Foreign currency exchange rate fluctuations did not have a material impact on Other Markets sales during the second quarter and first six months of 2025 in comparison to the 2024 periods.

Current wording

Other Markets sales for the third quarter and first nine months of 2025 decreased $3.9 million, or 16%, and decreased $25.5 million or 31%, respectively, versus the comparable 2024 periods, driven by execution of the Portable Medical Exit. Foreign currency exchange rate fluctuations did not have a material impact on Other Markets sales during the third quarter and first nine months of 2025 in comparison to the 2024 periods.

Previous wording

RD&E expense for the second quarter and first six months of 2025 was $14.2 million and $28.4 million, respectively, compared to $15.6 million and $30.9 million, respectively, for the second quarter and first six months of 2024. The decrease in RD&E expense during the second quarter and first six months of 2025 compared to the same periods in 2024 is primarily due to the timing of program milestone achievements for customer funded programs. RD&E expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.

Current wording

RD&E expense for the third quarter and first nine months of 2025 was $10.9 million and $39.4 million, respectively, compared to $11.9 million and $42.8 million, respectively, for the third quarter and first nine months of 2024. The decrease in RD&E expense during the third quarter and first nine months of 2025 compared to the same periods in 2024 is primarily due to the timing of program milestone achievements for customer funded programs. RD&E expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.

Previous wording

(a)Restructuring charges for the first six months of 2025 and 2024 primarily consist of costs associated with our strategic reorganization and alignment and manufacturing alignment to support growth initiatives.

Current wording

(a)Restructuring charges for the first nine months of 2025 and 2024 primarily consist of costs associated with our strategic reorganization and alignment and manufacturing alignment to support growth initiatives.

Previous wording

(b)Amounts for the first six months of 2025 primarily include acquisition expenses related to the Precision and VSi acquisitions. Amounts for the first six months of 2024 primarily included acquisition expenses related to the InNeuroCo and Pulse acquisitions.

Current wording

(b)Amounts for the first nine months of 2025 primarily include acquisition expenses related to the Precision and VSi acquisitions. In addition, acquisition and integration costs for the first nine months of 2025 included a benefit of $0.7 million to adjust the fair value of acquisition-related contingent consideration liabilities. Amounts for the first nine months of 2024 primarily included acquisition expenses related to the InNeuroCo and Pulse acquisitions.

Previous wording

(c)Amounts include gains and losses in connection with the disposal of property, plant and equipment. In addition, during the second quarter of 2024 we recorded $1.2 million of loss recoveries relating to property damage which occurred in the fourth quarter of 2023 at one of our manufacturing facilities.

Current wording

(c)Amounts for 2025 include $6.2 million primarily related to termination benefits from actions to align labor with manufacturing volumes. Amount for the first nine months of 2024 includes loss recoveries of $1.2 million recorded during the second quarter of 2024 relating to property damage which occurred in the fourth quarter of 2023 at one of our manufacturing facilities. Amounts for both years also include gains and losses in connection with the disposal of property, plant and equipment.

Previous wording

During 2025, contractual interest expense has decreased due to a lower combined interest rates, partially offset by higher average debt balance outstanding and higher losses from extinguishment of debt. The lower combined interest rates are due to a favorable change to the mix in average debt balances outstanding and lower interest rates on our fixed rate debt as a result issuance of the 2030 Convertible Notes. The higher average debt balance outstanding is primarily the result of borrowings to fund the Precision and VSi acquisitions.

Current wording

During 2025, contractual interest expense has decreased due to a lower weighted average interest rate, partially offset by a higher average debt balance outstanding and, on a year-to-date basis, higher losses from extinguishment of debt. The favorable weighted average interest rate is due to the replacement of some of our higher variable rate debt with lower fixed rate debt through issuance of the 2030 Convertible Notes. The higher average debt balance outstanding is primarily the result of borrowings to fund the Precision and VSi acquisitions.

Previous wording

Other components of interest expense on borrowings include non-cash amortization and write-off (losses from extinguishment of debt) of deferred debt issuance costs and original issue discount. Amortization of deferred debt issuance costs and original issue discount increased during the second quarter and first six months 2025 compared to the same periods in 2024 as a result of higher unamortized balances related to new debt. The losses from extinguishment of debt during the second quarter and first six months of 2025 were related to prepayments of portions of the TLA Facility, primarily in connection with issuance of our 2030 Convertible Notes.

Current wording

Other components of interest expense on borrowings include non-cash amortization and write-off (losses from extinguishment of debt) of deferred debt issuance costs and original issue discount. Amortization of deferred debt issuance costs and original issue discount increased during the third quarter and first nine months 2025 compared to the same periods in 2024 as a result of higher unamortized balances related to new debt. The losses from extinguishment of debt during the first nine months of 2025 were related to prepayments of portions of the TLA Facility, primarily in connection with issuance of our 2030 Convertible Notes.

Previous wording

As of June 27, 2025 and December 31, 2024, approximately 91% and 50%, respectively, of our principal amount of debt are fixed rate borrowings.

Current wording

As of September 26, 2025 and December 31, 2024, approximately 92% and 50%, respectively, of our principal amount of debt are fixed rate borrowings.

Previous wording

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

Current wording

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

Previous wording

The amounts for both periods in 2025 and 2024 relate to our share of equity method investee (gains) losses including unrealized appreciation/depreciation of the underlying interests of the investee. As of June 27, 2025 and December 31, 2024, the carrying value of our equity investments was $7.5 million and $7.4 million, respectively.

Current wording

Equity method investment gain for both periods in 2025 and 2024 relates to our share of equity method investee gains including unrealized appreciation/depreciation of the underlying interests of the investee. As of September 26, 2025 and December 31, 2024, the carrying value of our equity investments was $7.6 million and $7.4 million, respectively.

Previous wording

Other (income) loss, net for the second quarter and first six months of 2025 were losses of $4.0 million and $51.9 million, respectively, compared to gains of $0.1 million and net losses of $0.9 million, respectively, for the second quarter and first six months of 2024. Other (income) loss, net generally includes gains/losses from the impact of exchange rates on transactions denominated in foreign currencies. In addition, Other (income) loss, net includes $46.7 million of debt conversion inducement expense, which was recognized in the first quarter of 2025, related to the partial exchange of our outstanding 2028 Convertible Notes.

Current wording

Other loss, net for the third quarter and first nine months of 2025 were net losses of $1.1 million and $53.0 million, respectively, compared to net losses of $0.9 million and $1.8 million, respectively, for the third quarter and first nine months of 2024. Other loss, net generally includes gains/losses from the impact of exchange rates on transactions denominated in foreign currencies. In addition, Other loss, net includes $46.7 million of debt conversion inducement expense, which was recognized in the first quarter of 2025, related to the partial exchange of our outstanding 2028 Convertible Notes.

Previous wording

Our foreign currency transaction gains/losses are based primarily on fluctuations of the U.S. dollar relative to the Euro, Mexican peso, Uruguayan peso, Malaysian ringgits or Dominican peso. The impact of exchange rates on transactions denominated in foreign currencies included in Other (income) loss, net for the second quarter and first six months of 2025 were net losses of $3.9 million and $5.0 million, respectively, compared to net gains of $0.2 million and net losses of $0.9 million for the second quarter and first six months of 2024, respectively. We continually monitor our foreign currency exposures and seek to take steps to mitigate these risks. However, fluctuations in exchange rates could have a significant impact, positive or negative, on our financial results in the future.

Current wording

Our foreign currency transaction gains/losses are based primarily on fluctuations of the U.S. dollar relative to the Euro, Mexican peso, Uruguayan peso, Malaysian ringgits, or Dominican peso. The impact of exchange rates on transactions denominated in foreign currencies included in Other loss, net for the third quarter and first nine months of 2025 were net losses of $1.0 million and $6.0 million, respectively, compared to net losses of $0.8 million and $1.7 million for the third quarter and first nine months of 2024, respectively. We continually monitor our foreign currency exposures and seek to take steps to mitigate these risks. However, fluctuations in exchange rates could have a significant impact, positive or negative, on our financial results in the future.

Previous wording

We recognized income tax expense of $8.6 million for the second quarter of 2025 on $45.6 million of income before taxes (effective tax rate of 18.8%), compared to an income tax expense of $8.8 million on $40.0 million of income before taxes (effective tax rate of 22.1%) for the same period of 2024. The income tax expense for the first six months of 2025 was $18.1 million on $32.6 million of income before taxes (effective tax rate of 55.4%), compared to income tax expense of $13.1 million on income before taxes of $64.9 million (effective tax rate of 20.2%) for the same period of 2024. Income tax expense for the second quarter and first six months of 2025 included discrete tax benefits of $0.7 million and $2.2 million, respectively. The discrete tax benefits for the second quarter and first six months of 2025 are predominately related to excess tax benefits from stock-based compensation, net of deductibility limitations. Income tax expense for the second quarter and first six months of 2024 included discrete tax expense of $0.5 million and a discrete tax benefit of $0.3 million, respectively.

Current wording

We recognized income tax expense of $6.3 million for the third quarter of 2025 on $46.0 million of income before taxes (effective tax rate of 13.7%), compared to an income tax expense of $7.1 million on $43.4 million of income before taxes (effective tax rate of 16.4%) for the same period of 2024. The income tax expense for the first nine months of 2025 was $24.4 million on $78.6 million of income before taxes (effective tax rate of 31.0%), compared to income tax expense of $20.2 million on income before taxes of $108.3 million (effective tax rate of 18.7%) for the same period of 2024. Income tax expense for the third quarter and first nine months of 2025 included discrete tax benefits of $2.3 million and $4.5 million, respectively. The net discrete tax benefits for the third quarter and first nine months of 2025 relate predominately to favorable return to provision adjustments attributable to the 2024 U.S. tax return. The remainder of the discrete tax benefits relate predominately to excess tax benefits from stock-based compensation, net of deductibility limitations. Income tax expense for the third quarter and first nine months of 2024 included discrete tax benefits of $1.6 million and $1.9 million, respectively.

Previous wording

Cash and cash equivalents at June 27, 2025 decreased by $23.4 million from December 31, 2024, primarily as a result of cash generated by operating activities of $75.1 million offset by purchases of property, plant and equipment of $44.2 million, additional payments of $44.0 million during the second quarter on our TLA Facility and tax withholding payments related to net share settlements of restricted stock unit awards of $16.7 million. The payment of the cash portion of the purchase price payable at closing for acquisitions of each of Precision and VSi were fully funded by borrowings on our Revolving Credit Facility. Net proceeds from the issuance of our 2030 Convertible Notes were utilized to purchase capped call options relating to the 2030 Convertible Notes, exchange of a portion of our 2028 Convertible Notes, and pay down our Revolving Credit Facility and TLA Facility.

Current wording

Cash and cash equivalents at September 26, 2025 increased by $12.4 million from December 31, 2024, primarily as a result of cash generated by operating activities of $140.7 million, partially offset by purchases of property, plant and equipment of $63.6 million, additional net principal payments of $51.1 million on our Senior Secured Credit Facility and tax withholding payments related to net share settlements of restricted stock unit awards of $16.8 million. The payment of the cash portion of the purchase price payable at closing for acquisitions of each of Precision and VSi were fully funded by borrowings on our Revolving Credit Facility. Net proceeds from the issuance of our 2030 Convertible Notes were utilized to purchase capped call options relating to the 2030 Convertible Notes, exchange of a portion of our 2028 Convertible Notes, and pay down our Revolving Credit Facility and TLA Facility.

Previous wording

Working capital from continuing operations increased by $77.5 million from December 31, 2024, or $100.9 million excluding the decrease in cash and cash equivalents. The increase in working capital, exclusive of cash and cash equivalents, primarily relates to positive fluctuations in accounts receivable, inventory, prepaid expenses and other current assets, and accrued expenses. Inventory increased from higher sales volume and product demand which also contributed to the increase in accounts receivable. Accrued expenses primarily decreased from the payment of our calendar 2024 short-term incentive plan pay-out.

Current wording

Working capital from continuing operations increased by $124.4 million from December 31, 2024, or $112.0 million excluding the increase in cash and cash equivalents. The increase in working capital, exclusive of cash and cash equivalents, primarily relates to positive fluctuations in accounts receivable, inventory, and accrued expenses. Inventory increased from higher sales volume and product demand which also contributed to the increase in accounts receivable. Accrued expenses primarily decreased from the payment of our calendar 2024 short-term incentive plan pay-out.

Previous wording

At June 27, 2025, $17.8 million of our cash and cash equivalents were held by foreign subsidiaries. We intend to limit our distributions from foreign subsidiaries to previously taxed income or current period earnings. If distributions are made utilizing current period earnings, we will record foreign withholding taxes in the period of the distribution.

Current wording

At September 26, 2025, $24.8 million of our cash and cash equivalents were held by foreign subsidiaries. We intend to limit our distributions from foreign subsidiaries to previously taxed income or current period earnings. If distributions are made utilizing current period earnings, we will record foreign withholding taxes in the period of the distribution.

Previous wording

As of June 27, 2025, our capital structure consisted of $1.202 billion of debt, net of deferred debt issuance costs and unamortized discounts and 35 million shares of common stock outstanding. As of June 27, 2025, we had access to $784.7 million of borrowing capacity under our Revolving Credit Facility, available for normal course of business and letters of credit, and are authorized to issue up to 100 million shares of common stock and 100 million shares of preferred stock. As of June 27, 2025, our contractual debt service obligations for the next twelve months, consisting of interest on our outstanding debt, are estimated to be approximately $29 million. As of June 27, 2025, we have prepaid all contractual principal payments on our outstanding indebtedness required in the next twelve months. Actual principal and interest payments may be higher if, for instance, the applicable interest rates on our Senior Secured Credit Facilities increase, we borrow additional amounts on our Revolving Credit Facility, or we pay principal amounts in excess of the required minimums reflected in the contractual debt service obligations above.

Current wording

As of September 26, 2025, our capital structure consisted of $1.194 billion of debt, net of deferred debt issuance costs and unamortized discounts and 35 million shares of common stock outstanding. As of September 26, 2025, we had access to $794.7 million of borrowing capacity under our Revolving Credit Facility, available for normal course of business and letters of credit, and are authorized to issue up to 100 million shares of common stock and 100 million shares of preferred stock. As of September 26, 2025, our contractual debt service obligations for the next twelve months, consisting of interest on our outstanding debt, are estimated to be approximately $28 million. As of September 26, 2025, we have prepaid all contractual principal payments on our outstanding indebtedness required in the next twelve months. Actual principal and interest payments may be higher if, for instance, the applicable interest rates on our Senior Secured Credit Facilities increase, we borrow additional amounts on our Revolving Credit Facility, or we pay principal amounts in excess of the required minimums reflected in the contractual debt service obligations above.

Previous wording

As of June 27, 2025, we had Senior Secured Credit Facilities that consist of an $800 million Revolving Credit Facility, with $10 million outstanding principal balance, and a TLA Facility with an outstanding principal balance of $101 million. The Revolving Credit Facility and TLA Facility mature on February 15, 2028. The Senior Secured Credit Facilities include a mandatory prepayment provision customary for similar credit facilities.

Current wording

As of September 26, 2025, we had Senior Secured Credit Facilities that consist of an $800 million Revolving Credit Facility, with no outstanding principal balance, and a TLA Facility with an outstanding principal balance of $101 million. The Revolving Credit Facility and TLA Facility mature on February 15, 2028. The Senior Secured Credit Facilities include a mandatory prepayment provision customary for similar credit facilities.

Previous wording

The conditions allowing holders of the 2028 Convertible Notes to convert have been met such that holders have the right to exercise their conversion option through the close of business on June 30, 2025. Any determination regarding the convertibility of the 2028 Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the 2028 Convertible Notes. If a conversion request occurs, we have the intent and ability to refinance the amounts that may become due with respect to the 2028 Convertible Notes using the available borrowing capacity under the Revolving Credit Facility. As such, these obligations with respect to the 2028 Convertible Notes continue to be classified as a long-term liability on the Condensed Consolidated Balance Sheet at June 27, 2025. The conditions allowing holders of the 2030 Convertible Notes to convert have not been met as of June 27, 2025.

Current wording

The conditions allowing holders of the 2028 Convertible Notes to convert had been met such that holders had the right to exercise their conversion option through the close of business on September 30, 2025. Subsequent to the end of our third fiscal quarter, the conditions allowing holders of the 2028 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”) to convert were not met as of September 30, 2025, and therefore, the Convertible Notes will not be eligible for early conversion during the fourth quarter ended December 31, 2025. Any determination regarding the convertibility of the Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the Convertible Notes. These obligations are classified as a long-term liability on the Condensed Consolidated Balance Sheet at September 26, 2025.

Previous wording

The Revolving Credit Facility and TLA Facility contain covenants requiring that we maintain (i) a Total Net Leverage Ratio not to exceed 5.00:1.00, subject to increase in certain circumstances following certain qualified acquisitions and (ii) an interest coverage ratio of at least 2.50:1.00. As of June 27, 2025, we were in compliance with these financial covenants. As of June 27, 2025, our Total Net Leverage Ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 2.7:1.0. For the twelve month period ended June 27, 2025, our interest coverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 10.4:1.0.

Current wording

The Revolving Credit Facility and TLA Facility contain covenants requiring that we maintain (i) a Total Net Leverage Ratio not to exceed 5.00:1.00, subject to increase in certain circumstances following certain qualified acquisitions and (ii) an interest coverage ratio of at least 2.50:1.00. As of September 26, 2025, we were in compliance with these financial covenants. As of September 26, 2025, our Total Net Leverage Ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 2.6:1.0. For the twelve month period ended September 26, 2025, our interest coverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 11.2:1.0.

Previous wording

We utilize accounts receivable factoring arrangements with financial institutions to accelerate the timing of cash receipts and enhance our cash position. These arrangements, in all cases, do not contain recourse provisions, which would obligate us in the event of our customers’ failure to pay. During the first six months of 2025 and 2024, we sold, without recourse, $131.1 million and $116.8 million of accounts receivable, respectively. See Note 1, “Basis of Presentation” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further information regarding our factoring arrangements.

Current wording

We utilize accounts receivable factoring arrangements with financial institutions to accelerate the timing of cash receipts and enhance our cash position. These arrangements, in all cases, do not contain recourse provisions, which would obligate us in the event of our customers’ failure to pay. During the first nine months of 2025 and 2024, we sold, without recourse, $201.8 million and $162.6 million of accounts receivable, respectively. See Note 1, “Basis of Presentation” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further information regarding our factoring arrangements.

Previous wording

Operating Activities– During the first six months of 2025, we generated cash from operations of $75.1 million, compared to $70.5 million for the first six months of 2024. The increase of $4.7 million was the result of a $25.4 million increase in net income adjusted for non-cash items such as depreciation and amortization, partially offset by a $20.8 million decrease in cash flow provided by changes in operating assets and liabilities.

Current wording

Operating Activities– During the first nine months of 2025, we generated cash from operations of $140.7 million, compared to $142.0 million for the first nine months of 2024, as a $28.9 million increase in net income adjusted for non-cash items such as depreciation and amortization was offset by a $30.2 million decrease in cash flow provided by changes in operating assets and liabilities.

Previous wording

The increase in net income adjusted for non-cash items such as depreciation and amortization was primarily from higher sales volume and margin. The decrease associated with changes in operating assets and liabilities is primarily related to an increase in working capital from higher sales volume in the first six months of 2025 as compared to the same period in 2024.

Current wording

The increase in net income adjusted for non-cash items such as depreciation and amortization was primarily from higher sales volume and margin. The decrease associated with changes in operating assets and liabilities is primarily related to an increase in working capital from higher sales volume in the first nine months of 2025 as compared to the same period in 2024.

Previous wording

Investing Activities – The $16.2 million increase in net cash used in investing activities was primarily attributable to greater cash paid for acquisitions offset by a decrease in purchases of property, plant and equipment. Investing activities for the first six months of 2025 included net cash paid of $170.9 million for the Precision and VSi acquisitions, compared to net cash paid of $138.5 million during the first six months of 2024 for the Pulse acquisition.

Current wording

Investing Activities – The $10.2 million increase in net cash used in investing activities was primarily attributable to greater cash paid for acquisitions offset by a decrease in purchases of property, plant and equipment. Investing activities for the first nine months of 2025 included net cash paid of $171.8 million for the Precision and VSi acquisitions, compared to net cash paid of $138.5 million during the first nine months of 2024 for the Pulse acquisition.

Previous wording

Financing Activities – Net cash provided by financing activities for the first six months of 2025 was $116.0 million compared to $138.8 million provided by financing activities for the first six months of 2024. Cash provided by financing activities for the first six months of 2025 was primarily the net proceeds from the issuance of our 2030 Convertible Notes of $977.5 million, which was partially offset by a $71.0 million purchase of capped call options associated with the 2030 Convertible Notes, $383.7 million in aggregate principal amount of exchanged 2028 Convertible Notes, $274.0 million of principal payments on our TLA Facility, $116.0 million net payments on our Revolving Credit Facility, and $13.1 million related to stock-based compensation activity. Net cash provided by financing activities for the first six months of 2024 was primarily related to net borrowings on our Revolving Credit Facility of $157.0 million, primarily to fund the Pulse acquisition, partially offset by $9.9 million related to stock-based compensation activity and $8.3 million of principal payments on financing leases.

Current wording

Financing Activities – Net cash provided by financing activities for the first nine months of 2025 was $105.3 million compared to $95.6 million provided by financing activities for the first nine months of 2024. Cash provided by financing activities for the first nine months of 2025 was primarily the net proceeds from the issuance of our 2030 Convertible Notes of $977.5 million, which was partially offset by a $71.0 million purchase of capped call options associated with the 2030 Convertible Notes, $383.7 million in aggregate principal amount of exchanged 2028 Convertible Notes, $274.0 million of principal payments on our TLA Facility, $126.0 million net payments on our Revolving Credit Facility, and $13.2 million related to stock-based compensation activity. Net cash provided by financing activities for the first nine months of 2024 was primarily related to net borrowings on our Revolving Credit Facility of $117.0 million, primarily to fund the Pulse acquisition, partially offset by $10.0 million related to stock-based compensation activity and $9.8 million of principal payments on financing leases.