Integer Holdings Corp

Current report

Risks Related to the Merger

Current report

The pending Merger may be delayed or not occur at all for a variety of reasons, including that the Merger is terminated, and the failure to complete the Transaction could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

Current report

On August 2, 2026, we entered into the Merger Agreement. Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including: (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding Company Common Shares; (ii) 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; (iii) the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other applicable antitrust and foreign direct investment laws of certain jurisdictions; (iv) each party’s performance of and compliance with its covenants, obligations and agreements contained in the Merger Agreement in all material respects; (v) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and (vi) the accuracy of the representations and warranties of the parties in the Merger Agreement (subject to customary materiality qualifiers).

Current report

The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Parent and Merger Sub, including, among others, covenants by the Company regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement, public disclosures and other matters.

Current report

Both the Company and Parent may terminate the Merger Agreement under certain specified circumstances, including, among others, (i) if the Merger is not consummated by May 2, 2027, (ii) in the case of Parent, if the Company materially breaches its covenants not to solicit alternative business combination transactions or the Company’s Board of Directors effects a change of recommendation with respect to the proposed transaction or (iii) in the case of the Company, in order to enter into a definitive agreement with respect to a “superior proposal” subject to certain requirements. In certain circumstances in connection with the termination of the Merger Agreement, including if the Company materially breaches its covenants not to solicit alternative business combination transactions, the Company’s Board of Directors effects a change of recommendation, or the Company terminates the Merger Agreement to enter into a definitive agreement with respect to a “superior proposal,” the Company would be required to pay Parent a termination fee of $154 million.

Current report

Failure to complete the Merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:

Current report

•the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be consummated; and

Current report

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated.

Current report

Efforts to complete the Merger could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.

Current report

We have expended, and will continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, service providers and other business partners, who may be more cautious in their arrangements with us or attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us. Our employees may have concerns with respect to the Merger and uncertainty regarding the outcome of the Merger could also adversely affect our ability to recruit and retain key personnel and other employees. Pending or future litigation against us and our directors and officers relating to the Merger may be distracting to management and, in the future, may require us to incur significant costs. Such litigation could result in the Merger being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Merger from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.

Current report

The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the conduct of our business during the pendency of the transactions contemplated by the Merger Agreement including restrictions on our ability in certain cases to enter into contracts, acquire or dispose of assets, enter into new lines of business, incur indebtedness or incur capital expenditures (subject to certain exceptions, as detailed in the Merger Agreement) until the Merger becomes effective or the Merger Agreement is terminated. These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Merger, and result in our inability to respond effectively to competitive pressures and industry developments, and may otherwise harm our business and operations.

Current report

Litigation could arise in connection with the Merger; such litigation against us could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Our stockholders may file lawsuits against us and/or our directors and officers in connection with the Merger. Even if any such lawsuits are unsuccessful, defending against them may result in substantial costs. Lawsuits could prevent or delay the completion of the Merger and result in significant costs to us, including any costs associated with the indemnification of directors and officers. There can be no assurance regarding the outcome of any potential future lawsuit or the costs associated with defending against any such potential future lawsuit.

Current report

Issuer Purchases of Equity Securities

Current report

On November 4, 2025, the Company announced that its Board of Directors authorized a new share repurchase program allowing for purchases of up to $200.0 million in the aggregate of outstanding Integer common stock (the “Share Repurchase Program”). The Share Repurchase Program has no expiration date and will continue until otherwise suspended or terminated. The Company did not make any repurchases during the three months ended July 3, 2026. As of July 3, 2026, the dollar value of shares that may yet be purchased under the Share Repurchase Program was $100 million.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

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

Previous 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.

Previous report

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

Previous 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.