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Integer Holdings Corp

For the period ended Apr 6, 2026. Filed Apr 6, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 6, 2026 · Filed Apr 6, 2026

ITGR$126.56-0.1%Stored close · as of Nov 6, 2026
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Additional Equity-Based Compensation

In addition to the annual LTI program noted above, our executive officers may receive additional equity-based compensation at the date of hire, upon promotion, for special recognition or upon a significant change in responsibility. Such awards are typically used as a recruiting, recognition and/or retention tool.

In March 2025, upon her hire, the Compensation Committee granted two awards of time-based RSUs to Ms. Blackwood consisting of an award with a grant date fair value of $625,000 that vests annually over three years in lieu of her regular 2025 LTI annual award and an award with a grant date fair value of $400,000 that vests annually over two years in recognition of equity compensation forfeited from her former employer.

In October 2025, upon his promotion to President and CEO, the Compensation Committee granted to Mr. Khales an RSU award with a grant date fair value of $550,000 that vests annually over three years in recognition of the time he served in the CEO role during 2025.

Vesting of 2023 Performance Stock Units

As discussed in prior proxy statements, during 2023 the Company’s LTI program for NEOs included awards of the same vehicles and mix as those described above and granted in 2025, including separate awards of Financial PSUs and rTSR PSUs.

Program design for the 2023 rTSR PSU awards was based on a performance-period that measured the Company’s rTSR beginning with the 20-day average stock price surrounding the grant date (January 20, 2023) and ending with the 20-day average stock price (including assumed reinvestment of dividends, if any) surrounding the third anniversary of the grant date (i.e., January 20, 2026), with the 20 days, measured as the nine trading days leading up to the grant date, the grant date and the 10 trading days following the grant date. The program goals for achievement and payout, measured as a percentile achievement against the peer group defined in the 2023 LTI program, with 0% of the target shares to vest for performance below the 25th percentile, 50% of the target shares to vest at the 25 th percentile, 100% of the target shares to vest at the 55 thpercentile, and 200% of the target shares to vest at or above the 75th percentile, with straight line interpolation between those goals. At its meeting in February 2026, the Compensation Committee certified that the rTSR for the performance period was at the 72 nd percentile, resulting in 186.11% of the target shares being earned for the 2023 rTSR PSUs. The vesting date for these awards occurred during 2026, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2025” table below.

38 | 2026 PROXY STATEMENT

Program design for the 2023 Financial PSU awards was based on the average of organic sales growth achievement levels for each year during a three consecutive year performance period with 3% growth being threshold payout, 5% growth being target payout, and 7% growth being maximum payout. In addition, award performance is capped at target payout if the three-year performance compound annual growth rate does not exceed 5% during the entire period. At its meeting in February 2026, the Compensation Committee certified the results of each of the three fiscal years that were included in the performance period, which are 14.95%, 6.62% and 6.35% for 2023, 2024, and 2025, respectively, resulting in an annual payout factor of 200.0%, 181.0% and 167.5%, respectively, and a compound annual growth rate in excess of 5%. The average of the three annual payout factors resulted in a payout of 182.83% of the target shares being earned for the 2023 Financial PSUs. The vesting date for this award occurred during 2026, and as such, these shares do not appear in the “Option Exercises and Stock Vested in 2025” table below.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.