Integer Holdings Corp

Except as set forth below, there have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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.

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.

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.

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.

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