Integer Holdings Corporation
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ITEM 1. BUSINESS
OVERVIEW
Integer Holdings Corporation, headquartered in Plano, Texas, is one of the world’s largest medical device contract development and manufacturing organizations (“CDMOs”), serving the Cardio and Vascular, Neuromodulation, and Cardiac Rhythm Management markets. As a strategic partner of choice, we advance the goals of our medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation. Our brands include Greatbatch Medical® and Lake Region Medical®. Our primary customers include large, multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries. When used in this report, the terms “Integer,” “we,” “us,” “our” and the “Company” mean Integer Holdings Corporation and its subsidiaries.
Over the past several years, Integer has evolved our portfolio strategy to focus on higher growth medtech markets where we possess differentiated capabilities. Integer continues to execute a tuck-in acquisition strategy that has added capabilities, leading brands and complementary technologies, increased customer penetration, and enhanced scale in our targeted growth markets. These markets are attractive to Integer because they have strong, long-term growth characteristics, and allow us to leverage our existing expertise in process technology and systems engineering to provide comprehensive solutions to our customers. Integer is now a pure-play medical technology company focused on Cardio and Vascular, Neuromodulation, and Cardiac Rhythm Management markets.
Our Acquisitions
The following is a summary of our acquisitions since the beginning of 2025.
On December 4, 2025, we acquired certain assets of Biocoat Incorporated (“Biocoat”). Prior to the acquisition, Biocoat was a privately-held manufacturer specializing in high value surface coating technology platforms, including UV and thermal cure hydrophilic coatings.
On February 28, 2025, we acquired substantially all of the assets and assumed certain liabilities of Vertical Solutions, Inc., d/b/a VSi Parylene (“VSi”). Prior to the acquisition, VSi was a privately-held full-service provider of parylene coating solutions, primarily focused on complex medical device applications.
On January 7, 2025, we acquired substantially all of the assets and assumed certain liabilities of certain subsidiaries of Katahdin Industries, Inc., including its main operating subsidiary, Precision Coating LLC (collectively “Precision”). Prior to the acquisition, Precision was a privately-held manufacturer specializing in high value surface coating technology platforms, including fluoropolymer, anodic coatings, ion treatment solutions and laser processing.
Refer to Note 2, “Business Acquisitions” of the Notes to Consolidated Financial Statements contained in Item 8, “Financial Statements and Supplementary Data,” of this report for additional information about the transactions above.
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REPORTING SEGMENT AND PRODUCT LINES
We operate our business in one reportable segment and derive our revenues from three principal product lines: Cardio & Vascular, Cardiac Rhythm Management & Neuromodulation and Other Markets.
Cardio & Vascular
The Cardio & Vascular product line leverages a global footprint to produce a full range of components, subassemblies, and finished devices used in interventional cardiology, structural heart, heart failure, peripheral vascular, neurovascular, interventional oncology, electrophysiology, vascular access, infusion therapy, hemodialysis, urology, and gastroenterology procedures.
The following are the principal products and services offered by our Cardio & Vascular product line:
Interventional Cardiology. Our interventional cardiology portfolio is focused primarily on the design, development and manufacture of catheter and wire-based technologies intended to diagnose and treat cardiac disease. Key products and capabilities span a full suite of devices including coronary stents, balloon catheters, atherectomy devices, imaging and sensing devices, chronic total occlusion solutions, percutaneous transluminal coronary angioplasty and access guidewires, introducer sheaths, and vascular closure devices. Core areas of technical expertise include laser-cut hypotubes, catheter shafts (extrusion, filmcast, and reflow), integrated hub assemblies, pad printing, tip shaping, hydrophobic and hydrophilic coatings, complex machining, and sensor integration.
Structural Heart and Heart Failure. Structural heart and heart failure products include those used by cardiologists, echocardiographers, cardiac surgeons, and heart failure specialists to treat diseases or defects of the heart, such as valvular diseases and congenital defects. Integer provides components, subassemblies, and finished devices to these markets leveraging a wide range of technologies and capabilities. These include laser-cut and machined components, complex braided meshes, guidewires, introducer sheaths, steerable sheaths and delivery catheters, and implants used in transcatheter aortic valve replacement, balloon aortic valvuloplasty, transcatheter mitral valve repair and replacement, tricuspid mitral valve repair and replacement, atrial and defect closure, left ventricular assist, and shunt procedures.
Peripheral Vascular, Neurovascular, and Interventional Oncology. Our peripheral vascular, neurovascular, and interventional oncology portfolio is primarily focused on the design, development and manufacture of devices used during the treatment of peripheral artery disease, transcatheter embolization and occlusion, aortic aneurysm repair, and neurovascular stroke treatment. Our broad portfolio of devices, capabilities and technology platforms provides our customers with cost effective, high quality solutions ranging from device components to complex assemblies to finished devices such as regulatory approved guidewires and introducers.
Integer’s broad technology and capability portfolio within the peripheral vascular markets enables us to address the full spectrum of devices needed in the diagnoses and treatment of peripheral vascular disease. In the peripheral artery disease markets, our technologies are focused on the manufacture and development of interventional guidewires, support catheters, introducers and guiding sheaths, balloon catheters, self-expanding stents, stent coating, and stent grafts as well as embolic protection devices. Our neurovascular technology portfolio encompasses micro guidewires, micro and access catheters, aspiration catheters, stent retrievers, embolization coils, hydrophilic coatings, as well as flow diverters. In the interventional oncology market, we offer customers guidewires and microcatheters designed to enable the effective delivery of embolic agents.
Electrophysiology. Electrophysiology products include devices used by electrophysiologists and interventional cardiologists for the treatment of cardiac arrythmias, such as atrial fibrillation. Integer primarily produces devices used for treatment of atrial fibrillation, the most prevalent cardiac arrythmia. These devices include sheaths and needles for transseptal access, diagnostic and mapping catheters to record and map the arrythmia sources, and ablation catheters to create lesions for blocking the arrythmia signals. Integer has the technical capabilities and expertise to provide the full spectrum of products from components to finished devices. Typical components include polyimide tubing, electrode rings, platinum tips and fine wires. Sub-assemblies include electrode ring and wire assemblies, steerable handle assemblies, and spline and basket assemblies. Finished devices include steerable transseptal sheaths, diagnostic catheters and ablation catheters.
Vascular Access, Infusion Therapy and Hemodialysis. Our solutions in these markets are focused on vessel access, treatment and device placement for medication and fluid delivery in patients with severe conditions requiring repeated vessel access. We design and manufacture a wide range of vascular access guidewires, stylets, catheters, valved / non-valved peelable and micro introducers. Our portfolio of market-ready vascular access guidewires and introducers kits enables a range of venous and arterial access applications, including transradial access. Additionally, we support customers with custom introducer sheaths and kit solutions leveraging our deep expertise in thin-wall sheath design, hydrophilic coatings and guidewire manufacturing (including polymer-jacketed, mandrel, and nitinol core guidewire constructions).
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Non-vascular Markets: Within the Cardio & Vascular product line, we also manage non-vascular markets for which we have expertise and offer a broad range of products, technologies and capabilities. Those markets include:
Urology. Our main focus is in endourology for which we develop and manufacture finished devices and components for access and interventional devices such as guidewires, ureteral access sheaths, dilation devices, retrieval devices, ureteral stents, biopsy forceps, and endoscopes.
Gastroenterology. Our comprehensive range of technologies and capabilities enable us to support our customers’ needs with a broad variety of products such as guidewires, dilatation devices, retrieval devices, snares, wire-formed and polymer stents, stent delivery systems, RF ablation devices, and endoscopes.
Cardiac Rhythm Management & Neuromodulation
The Cardiac Rhythm Management & Neuromodulation product line offers design, development and manufacturing capabilities for components, sub-assemblies, assemblies, and finished medical device systems. We support a variety of clinical markets, with an emphasis on the following markets:
Cardiac Rhythm Management. The cardiac rhythm management (“CRM”) market comprises implanted medical devices (“IMDs”), implanted leads, procedure accessories, as well as external devices that monitor and treat heart rhythm disorders and heart disease. Examples of CRM products include implantable pacemakers, implantable cardioverter defibrillators (“ICDs”), insertable cardiac monitors (“ICMs”), implantable cardiac pacing and defibrillation leads, and heart failure therapies such as ventricular assist devices and cardiac resynchronization devices (“CRT-P” and “CRT-D”). An IMD system generally includes an implantable pulse generator (“IPG”) and one or more stimulation leads. An IPG is a small battery powered device implanted under the skin in the chest that can sense and produce electrical pulses through specialized wires called leads. These leads sense electrical heart signals and carry them back to the IPG which in turn delivers electrical pulses back through the lead to the heart to deliver therapy.
Our portfolio of technologies and products include components, sub-assemblies, and assemblies for active IPGs, implanted sensing and stimulation leads, accessories, or external instruments. Our investments in research and development have created leadership positions in battery, capacitor, and feedthrough technology, including filtered feedthroughs. We are also a supplier of medical stamped components, and shallow and deep draw casings and assemblies.
Beyond the IPG, Integer’s CRM product line provides lead development and manufacturing solutions including expertise in low-polarization specialty-coated electrodes and components, and lead and device accessories such as stylets, guidewires, introducers, and lead adapters. Integer also offers fully designed and manufactured epicardial pacing leads.
Neuromodulation. Similar to the CRM market, the neuromodulation (“Neuro”) market comprises IPGs, implanted leads, procedure accessories, and external devices, such as battery chargers, trial stimulators and patient controllers. Examples of Neuro products include implantable spinal cord stimulators for chronic pain, sacral nerve stimulators for incontinence, deep brain stimulators for movement disorders and other IMDs to treat psychiatric disorders, sleep disorders and hearing loss. The Neuro market also includes several new emerging applications, such as implanted bioelectronic devices aimed at treating chronic diseases.
Within the Neuro market, we offer IMD component technologies that have been developed to meet the needs of our customers including our Xcellion® line of lithium-ion rechargeable batteries, QMR® and CFx non-rechargeable batteries, feedthroughs, device enclosures, machined components and lead components and sub-assemblies. Additionally, Integer helps OEMs and other emerging companies with the development and manufacture of complete neuromodulation IMD solutions, including custom IPGs, programmer systems, battery chargers, patient controllers, fully finished lead systems and accessories from initial development through commercial quantities.
Other Markets
We provide a broad range of products and services to other markets such as minimally invasive surgery, general surgery, orthopedics, and Portable Medical. Other markets are areas where Integer is not strategically focused.
Portable Medical. Our offerings include customized rechargeable batteries and chargers to power medical devices across multiple clinical markets including patient monitoring, ventilators, portable defibrillators, portable ultrasound and X-Ray machines.
During 2021, we initiated plans to exit our portable medical market 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 wind down with the final sales and market exit occurring in 2026.
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OTHER FACTORS IMPACTING OUR OPERATIONS
Customers
Our products are designed to provide reliable, long-lasting solutions that meet the evolving requirements and needs of our customers. The nature and extent of our commercial relationships with each of our customers are different in terms of breadth of products purchased, product volumes, length of contractual commitment, ordering patterns, inventory management, and selling prices. Contracts with customers can include rebates and tiered pricing arrangements based on predetermined volume levels, in which higher volume levels typically have lower pricing, or specific prices are offered to customers in exchange for increased volume levels and/or longer contract terms. Typically, our contracts specify minimum order quantities and lead times.
Our customers may have inventory management programs, vertical integration plans and/or alternate supply arrangements that may not be communicated to or shared with us. Additionally, the relative market share among the OEM manufacturers changes periodically, which may cause customer inventory levels to rebalance to match new demand. Consequently, these and other factors can significantly impact our sales in any given period. Our customers may initiate field actions with respect to market-released products. These actions may include product recalls or communications with a significant number of physicians about a product or labeling issue. The scope of such actions can range from very minor issues affecting a small number of units to more significant actions.
Our customers are primarily large multi-national medical device OEMs and their subsidiaries. During 2025, three of our customers, Abbott Laboratories, Boston Scientific and Medtronic were each in excess of 10% of total sales and collectively accounted for 49% of our total sales. We believe that the diversification of our sales among the various subsidiaries and market segments with those three customers reduces our exposure to negative developments with any one customer. The loss of a significant amount of business from any large customer or a further consolidation of such customers could have a material adverse effect on our financial condition and results of operations, as further explained in Item 1A, “Risk Factors,” of this report.
Sales and Marketing
With limited exceptions, we sell our products directly to our customers, including large, multi-national OEMs and their affiliated subsidiaries. In 2025, approximately
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q should be read in conjunction with the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, please read this section in conjunction with our Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements contained herein.
Cautionary Note Regarding Forward-Looking Statements
Some statements contained in this report and other written and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include, but are not limited to, statements relating to:
•the proposed Merger (as defined herein), its timing and its consummation;
•our anticipated financial performance related to the Merger, including the benefits of and synergies related to the proposed Merger;
•potential strategic implications as a result of the proposed Merger;
•supply chain pressures on the Company and our business;
•future development and expected growth of our business and industry;
•the success of our acquisition strategy;
•our ability to develop new innovative products;
•our ability to execute our business model and our business strategy;
•the pipeline of opportunities we intend to pursue in our markets, as well as the timing of launch and value of new products;
•having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and
•projected contractual debt service obligations.
You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “forecast,” “outlook,” “assume,” “potential” or “continue” or variations or the negative counterparts of these terms or other comparable terminology. These statements are only predictions and are no guarantee of future performance, and investors should not place undue reliance on forward-looking statements as predictive of future results. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this report. We disclaim any obligation to publicly update or revise the forward-looking statements made in this report as a result of new information, future events or otherwise, except as required by law.
While it is not possible to create a comprehensive list of all factors that may cause actual results to differ from results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors include, but in no way are limited to, the following:
•risks related to the Merger, including the expected timing and likelihood of completion of the Merger, the timing, receipt and terms and conditions of any remaining required governmental and regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy the remaining conditions to the Merger in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of our common stock; the risk that the Merger and its announcement could have an adverse effect on the parties’ business relationships and business generally, including our ability to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk related to pending and potential litigation relating to the Merger that has been or could be instituted against us or our
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directors and/or officers; the risk associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Merger which are not waived or otherwise satisfactorily resolved;
•operational risks, such as our dependence upon a limited number of customers; reductions, delays or cancellations in demand from any significant customer or group of customers; pricing pressures and contractual pricing restraints we face from customers; our reliance on third-party suppliers for raw materials, key products and subcomponents; the cost of raw materials, products and subcomponent that are incorporated into our products; trade regulations; changes in order forecasts; our ability to predict and meet the demand for our products; interruptions in our manufacturing operations; uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally; our ability to attract, train and retain a sufficient number of qualified associates to maintain and grow our business; the potential for harm to our reputation and competitive advantage caused by quality problems related to our products; our ability to successfully implement a new global enterprise resource planning (“ERP”) solution; our dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; global climate change and the emphasis on ESG (as defined below) matters by various stakeholders; our dependence upon our senior management team and key technical personnel; and consolidation in the healthcare industry both at a competitor and customer level, resulting in increased competition and pricing pressure;
•strategic risks, such as the intense competition we face and our ability to successfully market our current or new products; our ability to recover the R&D investments made in the development of new products; our customers in-sourcing or dual sourcing production; our ability to respond to changes in technology; our ability to develop new products and expand into new geographic and product markets; and our ability to successfully identify, make and integrate acquisitions to expand and develop our business in accordance with expectations;
•market, financial and indebtedness risks, such as our ability to accurately forecast future performance based on operating results that often fluctuate; the volatility of our stock price; our failure to meet our publicly announced outlook; the ability of our stock purchase program to enhance stockholder value; stockholder activism; our significant amount of outstanding indebtedness and our ability to remain in compliance with financial and other covenants under the credit agreement governing our senior secured credit facilities (“Senior Secured Credit Facilities”); economic and credit market uncertainties that could interrupt our access to capital markets, borrowings or financial transactions; the conditional conversion feature of the 2028 Notes (as defined below) and the 2030 Notes (as defined below) adversely impacting our liquidity; the conversion of our 2028 Notes and 2030 Notes; diluting ownership interests of existing holders of our common stock; the counterparty risk associated with our capped call transaction; the financial and market risks related to our international operations and sales; our complex international tax profile; and our ability to realize the full value of our intangible assets;
•legal and compliance risks, such as legal proceedings against us; regulatory issues resulting from product complaints, recalls or regulatory audits; the potential of becoming subject to product liability or intellectual property claims; our ability to protect our intellectual property and proprietary rights; our ability to comply with customer-driven policies and third-party standards or certification requirements; our ability to obtain and/or retain necessary licenses from third parties for new technologies; our ability and the cost to comply with environmental regulations; legal and regulatory risks from our international operations; the fact that the healthcare industry is highly regulated and subject to various regulatory changes; and our business being indirectly subject to healthcare industry cost containment measures and third-party coverage and reimbursement policies that could result in reduced sales of our products; and
•other risks and uncertainties that arise from time to time.
Unless otherwise noted, any forward-looking statement made by us in this Form 10-Q is based only on information currently available to us and speaks only as of the date on which it is made. Except as may be required by applicable law, we disclaim any obligation to update forward-looking statements in this Form 10-Q whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.
In this Form 10-Q, references to “Integer,” “we,” “us,” “our” and the “Company” mean Integer Holdings Corporation and its subsidiaries, unless the context indicates otherwise.
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The Merger
On August 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Transaction”), by and among the Company, Armstrong Parent, Inc., a Delaware corporation (“Parent”), and Armstrong Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are each affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a leading global investment firm. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. If the Merger is consummated, the Company’s securities will be delisted from NYSE as soon as practicable following the Effective Time (defined below), and the Company will become a privately held company. The Company’s board of directors unanimously approved the Transaction and the Transaction was approved by the requisite vote of the Company’s stockholders.
On September 14, 2026, the Company filed with the SEC, a definitive proxy statement on Schedule 14A (the “Proxy Statement”), containing more information about the Merger Agreement and the Merger.
On September 29, 2026, the Company received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Transaction is anticipated to close by the end of 2026, subject to the satisfaction or waiver of customary closing conditions specified in the Merger Agreement, including the receipt of required regulatory approvals.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of the Company, par value $0.001 per share (the “Company Common Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Common Shares (i) held by the Company as a treasury share or owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time, (ii) held by any subsidiary of the Company immediately prior to the Effective Time and (iii) held by any person who is entitled to demand, and has properly demanded, appraisal in respect of such Company Common Shares pursuant to applicable law), will automatically be converted into the right to receive $127 in cash, without interest (the “Merger Consideration”).
Outstanding equity awards will generally be treated as follows: (i) vested restricted stock unit (“RSU”) awards and 50% (assessed on a tranche-by-tranche basis) of unvested RSU awards will be canceled in exchange for a cash amount based on the Merger Consideration, and paid as soon as practicable following the closing of the Merger, and the remaining 50% of unvested RSUs will be converted into a deferred cash award based on the Merger Consideration that vests and is based on the original RSU award’s vesting conditions (with certain termination vesting protections); (ii) performance stock unit (“PSU”) awards for which the performance period is completed but that have not yet been settled will be canceled in exchange for a cash amount equal to the Merger Consideration based on actual performance, and PSU awards with open performance periods will be converted into a cash amount based on the Merger Consideration assuming the greater of target and actual performance, with 50% (assessed on a tranche-by-tranche basis) of such amount being paid as soon as practicable following the closing of the Merger and the remaining 50% of such amount vesting and being paid based on the original PSU award’s service vesting conditions (with certain termination vesting protections and without regard to any performance conditions); and (iii) stock options will be vested and canceled in exchange for a cash amount equal to the excess (if any) of the Merger Consideration over the applicable exercise price.
The consummation of the Merger is subject to certain customary closing conditions set forth in the Merger Agreement, including: (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding Company Common Shares (the “Company Stockholder Approval”); (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). The Merger is not subject to any financing condition, and Parent and Merger Sub have obtained equity and debt financing commitments for the Transaction.
Subject to certain exceptions, the Company has agreed not to solicit alternative acquisition proposals, engage in discussions with any third party regarding alternative acquisition proposals or change its recommendation to its stockholders in favor of the Merger.
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The Merger Agreement contains certain customary termination rights for each of the Company and Parent, including, (i) by mutual written agreement of the Company and Parent, (ii) if the Merger has not been consummated on or before May 2, 2027 (the “Outside Date”), (iii) any applicable order, writ, injunction, judgment or decree of any governmental authority (an “Order”) issued by any governmental authority of competent jurisdiction rendering illegal, or restraining, enjoining or otherwise prohibiting the consummation of the Merger and such Order has become final and nonappealable, (iv) the Company Stockholder Approval shall not have been obtained at a meeting of holders of the Company Common Shares (the “Company Stockholders Meeting”) or (v) the other party is in breach of any representation or warranty or failure to perform any covenant or agreement on the part of the respective parties in a manner that would result in a failure of an applicable closing condition and such breach cannot be cured or, if curable, has not been cured within 20 business days after notice to the other party of such breach (or, if earlier, five business days prior to the Outside Date).
In addition, (i) the Company may also terminate the Merger Agreement (A) prior to receipt of the Company Stockholder Approval to accept a superior proposal, subject to Parent’s right to match such superior proposal and payment to Parent of the Company Termination Fee (as described below), or (B) in circumstances relating to Parent’s breach of the Merger Agreement or failure to consummate the Merger when it is required to do so under the Merger Agreement, subject to payment to the Company of the Parent Termination Fee (as defined below) and (ii) Parent may terminate the Merger Agreement, prior to receipt of the Company Stockholder Approval, if the Board of Directors changes its recommendation to the Company’s stockholders regarding the Merger Agreement (an “Adverse Recommendation Change”).
The Merger Agreement provides for the payment of termination fees upon termination of the Merger Agreement under certain specified circumstances. The Company will be obligated to pay Parent a termination fee of $154 million (the “Company Termination Fee”) if the Merger Agreement is terminated (i) by the Company to accept a superior proposal, (ii) by Parent following an Adverse Recommendation Change, or (iii) in certain circumstances by either Parent or the Company and prior to such termination a bona fide acquisition proposal is publicly announced or publicly disclosed and not publicly withdrawn or otherwise abandoned at least five business days prior to such termination of the Merger Agreement or the date of the Company Stockholders Meeting and the Company enters into a definitive agreement for, or consummates, a transaction involving an acquisition proposal within twelve months of such termination.
Parent will be obligated to pay the Company a termination fee of $307 million (the “Parent Termination Fee”) if the Merger Agreement is terminated in certain circumstances relating to Parent’s breach of the Merger Agreement or failure to consummate the Merger when it is required to do so under the Merger Agreement.
Our Business
Integer Holdings Corporation is one of the largest medical device contract development and manufacturing organizations in the world, serving the cardio and vascular, neuromodulation, and cardiac rhythm management markets. As a strategic partner of choice, we advance the goals of our medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation.
We operate our business in one segment and derive our revenues from three product lines: Cardio & Vascular, Cardiac Rhythm Management & Neuromodulation and Other Markets.
The third quarter and first nine months of 2026 ended on October 2 and consisted of 91 days and 275 days, respectively. The third quarter and first nine months of 2025 ended on September 26 and consisted of 91 days and 269 days, respectively.
Impact of Global Events
Our future results of operations and liquidity could be materially adversely affected by uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally characterized by the supply chain environment, inflationary pressure, changes in interest rates, disruptions in the commodities’ markets or in supply chain as a result of wars in Ukraine and the Middle East, the tensions in Asia relating to China and Taiwan, and the introduction of or changes in tariffs or trade barriers. The impact of these issues on our business will vary by geographic market and product line, but specific impacts to our business may include increased borrowing costs, labor shortages, disruptions in the supply chain, delayed or reduced customer orders and sales, delays in shipments to and from certain countries and potential increased expenses resulting from tariffs or other trade barriers.
We monitor economic conditions closely. In response to reductions in revenue, we can take actions to align our cost structure with changes in demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions and other developments.
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Business Acquisitions
We selectively evaluate acquisitions as a means to acquire additional technology or manufacturing capabilities to expand our product offering in our key existing growth markets. Consistent with our tuck-in acquisition strategy, since the beginning of 2022 we have completed the following acquisitions, including those that impact the comparability of our results between periods:
On December 4, 2025, we acquired certain assets of Biocoat. Prior to the acquisition, Biocoat was a privately-held manufacturer specializing in high value surface coating technology platforms, including UV and thermal cure hydrophilic coatings.
On February 28, 2025, we acquired substantially all of the assets and assumed certain liabilities of VSi. Prior to the acquisition, VSi was a privately-held full-service provider of parylene coating solutions, primarily focused on complex medical device applications.
On January 7, 2025, we acquired substantially all of the assets and assumed certain liabilities of Precision. Prior to the acquisition, Precision was a privately-held manufacturer specializing in high value surface coating technology platforms, including fluoropolymer, anodic coatings, ion treatment solutions and laser processing.
Refer to Note 2, “Business Acquisitions” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about the transactions above.
Financial Overview
Income from continuing operations for the third quarter and first nine months of 2026 was $15.0 million, or $0.43 per diluted share, and $55.1 million, or $1.60 per diluted share, respectively, compared to $39.7 million, or $1.11 per diluted share, and $54.2 million, or $1.52 per diluted share for the third quarter and first nine months of 2025, respectively. These variances are primarily the result of the following:
•Sales for the third quarter and first nine months of 2026 decreased $18.0 million and $28.2 million, respectively, when compared to the same periods in 2025, driven by lower Cardio & Vascular and Other Markets sales, partially offset by higher Cardiac Rhythm Management & Neuromodulation sales. Sales for the third quarter and first nine months of 2026 were impacted by lower sales related to lower than anticipated market adoption of three new products.
•Gross profit for the third quarter and first nine months of 2026 decreased $24.6 million and $51.5 million, respectively, primarily driven by lower fixed cost absorption due to lower production volumes and raw material price inflation.
•Operating expenses for the third quarter and first nine months of 2026 increased $3.6 million and $19.2 million, respectively, when compared to the same periods in 2025, primarily due to higher SG&A expenses and Research, development and engineering expense. Operating expenses as a percentage of sales were 16.3% and 14.9% for the third quarters of 2026 and 2025, respectively, and 17.0% and 15.2% for the first nine months of 2026 and 2025, respectively.
•Interest expense for the third quarter of 2026 increased $0.3 million compared to the same period in 2025 due to higher average debt balance outstanding, partially offset by lower losses from extinguishment of debt. Interest expense for the first nine months of 2026 decreased $4.4 million compared to the same period in 2025, due to lower interest rates on our outstanding borrowings and lower losses from extinguishment of debt, partially offset by higher average debt balance outstanding.
•During the first nine months of 2026 we recognized net losses from our equity investments of $1.4 million, compared to net gains of $0.2 million for the first nine months of 2025. (Gain) loss on equity investments for the third quarter of 2026 and 2025 were not material. Gains and losses on equity investments are generally unpredictable in nature.
•Other loss, net for the third quarter and first nine months of 2026 were net losses of $1.0 million and $2.5 million, respectively, compared to net losses of $1.1 million and $53.0 million, respectively, for the third quarter and first nine months of 2025. 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 Notes.
•We recorded an income tax provision for the third quarter and first nine months of 2026 of $2.5 million and $6.1 million, respectively, compared with provisions for income taxes of $6.3 million and $24.4 million, respectively, for the third quarter and first nine months of 2025. The changes in income tax expense were primarily due to relative changes in pre-tax income and the impact of discrete tax items.
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Our Financial Results
The following table presents selected financial information derived from our Condensed Consolidated Financial Statements, contained in Item 1 of this report, for the periods presented (dollars in thousands, except per share).
| Three Months Ended | ||||||||||||||||||||||
| October 2, | September 26, | Change | ||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||
| Sales | $ | 449,661 | $ | 467,691 | $ | (18,030) | (3.9) | % | ||||||||||||||
| Cost of sales | 348,100 | 341,531 | 6,569 | 1.9 | % | |||||||||||||||||
| Gross profit | 101,561 | 126,160 | (24,599) | (19.5) | % | |||||||||||||||||
| Gross profit as a % of sales | 22.6 | % | 27.0 | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||
| Selling, general and administrative (“SG&A”) | 54,147 | 50,451 | 3,696 | 7.3 | % | |||||||||||||||||
| SG&A as a % of sales | 12.0 | % | 10.8 | % | ||||||||||||||||||
| Research, development and engineering (“RD&E”) | 13,528 | 10,949 | 2,579 | 23.6 | % | |||||||||||||||||
| RD&E as a % of sales | 3.0 | % | 2.3 | % | ||||||||||||||||||
| Restructuring and other charges | 5,677 | 8,321 | (2,644) | (31.8) | % | |||||||||||||||||
| Total operating expenses | 73,352 | 69,721 | 3,631 | 5.2 | % | |||||||||||||||||
| Operating income | 28,209 | 56,439 | (28,230) | (50.0) | % | |||||||||||||||||
| Operating expense as a % of sales | 16.3 | % | 14.9 | % | ||||||||||||||||||
| Operating income as a % of sales (“Operating margin”) | 6.3 | % | 12.1 | % | ||||||||||||||||||
| Interest expense | 9,701 | 9,367 | 334 | 3.6 | % | |||||||||||||||||
| (Gain) loss on equity investments | (31) | (50) | 19 | NM | ||||||||||||||||||
| Other loss, net | 1,027 | 1,130 | (103) | (9.1) | % | |||||||||||||||||
| Income from continuing operations before taxes | 17,512 | 45,992 | (28,480) | (61.9) | % | |||||||||||||||||
| Provision for income taxes | 2,534 | 6,314 | (3,780) | (59.9) | % | |||||||||||||||||
| Effective tax rate | 14.5 | % | 13.7 | % | ||||||||||||||||||
| Income from continuing operations | $ | 14,978 | $ | 39,678 | $ | (24,700) | (62.3) | % | ||||||||||||||
| Income from continuing operations as a % of sales | 3.3 | % | 8.5 | % | ||||||||||||||||||
| Diluted earnings per share from continuing operations | $ | 0.43 | $ | 1.11 | $ | (0.68) | (61.3) | % | ||||||||||||||
NM - Calculated change not meaningful.
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| Nine Months Ended | ||||||||||||||||||||||
| October 2, | September 26, | Change | ||||||||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||||||||
| Sales | $ | 1,353,351 | $ | 1,381,577 | $ | (28,226) | (2.0) | % | ||||||||||||||
| Cost of sales | 1,029,253 | 1,005,947 | 23,306 | 2.3 | % | |||||||||||||||||
| Gross profit | 324,098 | 375,630 | (51,532) | (13.7) | % | |||||||||||||||||
| Gross profit as a % of sales | 23.9 | % | 27.2 | % | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||
| SG&A | 170,557 | 154,534 | 16,023 | 10.4 | % | |||||||||||||||||
| SG&A as a % of sales | 12.6 | % | 11.2 | % | ||||||||||||||||||
| RD&E | 41,049 | 39,390 | 1,659 | 4.2 | % | |||||||||||||||||
| RD&E as a % of sales | 3.0 | % | 2.9 | % | ||||||||||||||||||
| Restructuring and other charges | 17,886 | 16,377 | 1,509 | 9.2 | % | |||||||||||||||||
| Total operating expenses | 229,492 | 210,301 | 19,191 | 9.1 | % | |||||||||||||||||
| Operating income | 94,606 | 165,329 | (70,723) | (42.8) | % | |||||||||||||||||
| Operating expense as a % of sales | 17.0 | % | 15.2 | % | ||||||||||||||||||
| Operating income as a % of sales | 7.0 | % | 12.0 | % | ||||||||||||||||||
| Interest expense | 29,570 | 33,926 | (4,356) | (12.8) | % | |||||||||||||||||
| (Gain) loss on equity investments | 1,395 | (223) | 1,618 | NM | ||||||||||||||||||
| Other loss, net | 2,487 | 53,037 | (50,550) | (95.3) | % | |||||||||||||||||
| Income from continuing operations before taxes | 61,154 | 78,589 | (17,435) | (22.2) | % | |||||||||||||||||
| Provision for income taxes | 6,065 | 24,367 | (18,302) | (75.1) | % | |||||||||||||||||
| Effective tax rate | 9.9 | % | 31.0 | % | ||||||||||||||||||
| Income from continuing operations | $ | 55,089 | $ | 54,222 | $ | 867 | 1.6 | % | ||||||||||||||
| Income from continuing operations as a % of sales | 4.1 | % | 3.9 | % | ||||||||||||||||||
| Diluted earnings per share from continuing operations | $ | 1.60 | $ | 1.52 | $ | 0.08 | 5.3 | % | ||||||||||||||
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Product Line Sales
Sales by product lines were as follows (in thousands):
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Cardio & Vascular | $ | 263,076 | $ | 277,149 | $ | (14,073) | (5.1) | % | |||||||||||||||
Cardiac Rhythm Management & Neuromodulation | 175,835 | 169,156 | 6,679 | 3.9 | |||||||||||||||||||
| Other Markets | 10,750 | 21,386 | (10,636) | (49.7) | |||||||||||||||||||
| Total sales | $ | 449,661 | 449661 | $ | 467,691 | $ | (18,030) | (3.9) | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Cardio & Vascular | $ | 805,117 | $ | 822,875 | $ | (17,758) | (2.2) | % | |||||||||||||||
| Cardiac Rhythm Management & Neuromodulation | 517,811 | 501,499 | 16,312 | 3.3 | |||||||||||||||||||
| Other Markets | 30,423 | 57,203 | (26,780) | (46.8) | |||||||||||||||||||
| Total sales | $ | 1,353,351 | 1353351 | $ | 1,381,577 | $ | (28,226) | (2.0) | |||||||||||||||
For the third quarter and first nine months of 2026, Cardio & Vascular (“C&V”) sales decreased $14.1 million, or (5)%, and $17.8 million, or (2)%, respectively, versus the comparable 2025 periods. C&V sales for the third quarter and first nine months of 2026 were also impacted by lower sales of two new Electrophysiology products due to lower than anticipated market adoption. Foreign currency exchange rate fluctuations decreased C&V sales for the third quarter of 2026 by $0.2 million and increased sales for the first nine months of 2026 by $1.4 million, in comparison to the corresponding periods in 2025, primarily due to U.S. dollar fluctuations relative to the Euro.
For the third quarter and first nine months of 2026, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $6.7 million, or 4%, and $16.3 million, or 3%, respectively, versus the comparable 2025 periods. Growth was partially offset by lower sales of a Neuromodulation product due to lower than anticipated market adoption. Foreign currency exchange rate fluctuations did not have a material impact on CRM&N sales during the third quarter and first nine months of 2026 in comparison to the corresponding periods in 2025.
Other Markets sales for the third quarter and first nine months of 2026 decreased $10.6 million, or 50%, and $26.8 million or 47%, respectively, versus the comparable 2025 periods, primarily due to 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 2026 in comparison to the corresponding periods in 2025.
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Gross Profit
| Three Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Gross profit (in thousands) | $ | 101,561 | $ | 126,160 | $ | (24,599) | (19.5) | % | |||||||||||||||
| Gross margin | 22.6 | % | 27.0 | % | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| October 2, | September 26, | Change | |||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Gross profit (in thousands) | $ | 324,098 | $ | 375,630 | $ | (51,532) | (13.7) | % | |||||||||||||||
| Gross margin | 23.9 | % | 27.2 | % | |||||||||||||||||||
Gross margin declined in the third quarter and first nine months of 2026 compared to the same prior year period due to the negative impact of lower fixed cost absorption and raw material price inflation, partly offset by on-going cost reduction initiatives. Gross margin, or gross profit as a percentage of sales, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services and transaction volume growth. We expect our gross margin to fluctuate over time.
- 39 -
Recent insider activity
| Date | Insider | Role | Action | Shares | Price | Value |
|---|---|---|---|---|---|---|
| 2026-09-15 | Thor Kirk K | Chief Human Resources Officer | Sell | -11,767 | $126.23 | -$1,485,295 |
| 2026-09-14 | Thor Kirk K | Chief Human Resources Officer | Sell | -19,773 | $126.25 | -$2,496,430 |
| 2026-09-08 | Senn Andrew | President, Growth & Innovation | Sell | -9,408 | $126.30 | -$1,188,230 |
Source: SEC Form 4 filings.
Next expected filings
- ~2027-02-22 10-K expected by 2027-03-01 (in 116 days)
- ~2027-04-29 10-Q expected by 2027-05-12 (in 182 days)
- ~2027-08-03 10-Q expected by 2027-08-16 (in 278 days)
- ~2027-10-28 10-Q expected by 2027-11-10 (in 364 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-10-29 8-K Earnings Release; Financial Statements and Exhibits
- 2026-10-29 10-Q Quarterly Report
- 2026-10-14 8-K Other Events
- 2026-10-02 8-K Other Events; Financial Statements and Exhibits
- 2026-09-30 8-K Other Events; Financial Statements and Exhibits
- 2026-09-03 PREM14A PREM14A
- 2026-08-04 8-K Material Agreement Entered; Bylaws/Articles Amended; Financial Statements and Exhibits
- 2026-08-04 10-Q Quarterly Report
- 2026-08-03 8-K Earnings Release; Financial Statements and Exhibits
- 2026-06-26 8-K Officer/Director Change
- 2026-05-22 8-K Officer/Director Change; Shareholder Vote Results; Financial Statements and Exhibits
- 2026-05-20 S-8 Employee Benefit Plan Registration
- 2026-04-30 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-04-30 10-Q Quarterly Report
- 2026-04-06 DEF 14A Proxy Statement