Integer Holdings Corp

Current report

We are conducting a strategic review of our business and opportunities, and we may not be successful in identifying, pursuing or completing any strategic transaction, and any such strategic transaction, if completed, may not result in additional value for our stockholders. Additionally, we cannot ensure that the strategic review process will not have an adverse impact on our business.

Current report

In April 2026, we announced that the Board had initiated a strategic review to maximize stockholder value. We are considering a full range of potential opportunities including, but not limited to, a sale, merger, or strategic business combination as compared to the value creation opportunities from continued execution of the Company’s standalone strategy. We expect to devote substantial time and resources to exploring strategic alternatives with the goal of maximizing stockholder value. However, this strategic review process may not result in our identifying or pursuing any transaction. In the event that we pursue any transaction, we cannot be sure that such transaction will be completed on attractive terms or at all. If any such transaction is consummated it may not lead to increased stockholder value or result in other anticipated benefits. Further, any such transaction could have a variety of negative consequences, and we may pursue or implement a course of action or consummate a transaction that yields unexpected results that adversely affect our business and stockholder value. We have not set a timetable for completion of this strategic review process, and our Board of Directors has not approved a definitive course of action.

Current report

Additionally, the process of evaluating these strategic options may be costly, time-consuming, complex and disruptive to our business operations, and we expect to incur significant resources and costs related to this evaluation, such as management’s attention and resources, legal and accounting fees and expenses and other related charges. We may also incur additional unanticipated expenses in connection with this process. We expect a considerable portion of these costs to be incurred regardless of whether any such course of action is identified, implemented or consummated.

Current report

If we are not successful in identifying or pursuing a strategic alternative, or if our plans are not executed or consummated in a timely manner, we may suffer reputational harm, and the value of our shares may be adversely affected. In addition, speculation regarding any developments related to the review or pursuit of strategic alternatives and perceived uncertainties related to the future of our business could cause the market price of our shares to fluctuate significantly. Any of the foregoing could have a material adverse effect on our business, prospects, liquidity, financial condition, and results of operations.

Current report

The following table presents the repurchases of our common stock during the three months ended April 3, 2026:

Current report

(a) On February 19, 2026, the Company entered into an accelerated share repurchase agreement (“ASR Agreement”) with Bank of America, N.A. ("Bank of America") to repurchase $50.0 million of shares of the Company's common stock, under its share repurchase program. Pursuant to the ASR Agreement,the Company paid Bank of America $50.0 million on February 19, 2026 and on that date received initial delivery of 462,535 shares, representing approximately 80% of the shares to be repurchased over the course of the ASR Agreement. On April 2, 2026, Bank of America delivered 127,070 additional shares which completed the ASR Agreement totaling 589,605 repurchased shares. The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average price of the Company’s Common Stock during the repurchase period under the ASR Agreement, less a discount.

Current report

(b) Excludes excise tax due under the Inflation Reduction Act of 2022.

Current report

(c) All shares repurchase under the ASR Agreement during the quarter were made under the authorization from our Board of Directors to purchase up to $200.0 million of Integer common stock announced November 4, 2025. The share repurchase program has no expiration date and will continue until otherwise suspended or terminated.

Previous report

During the three months ended September 26, 2025, the Company issued 14 shares of its unregistered common stock upon settlement of conversions of an aggregate of $4,000 in principal amount of the 2028 Convertible Notes. These shares of the Company’s common stock were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. We did not receive any proceeds upon conversion.