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ITGR 8-K filings, explained
Every material Form 8-K Integer Holdings has filed with the SEC since March 12, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Integer Holdings reported third quarter 2026 results, with sales down 3.9% to $450 million and GAAP diluted EPS from continuing operations down 61% to $0.43 from a year earlier. The company gave no financial outlook because its pending acquisition by an affiliate of KKR-managed investment funds is expected to close by the end of 2026, subject to remaining conditions including regulatory approvals.
Sales fell 3.9% to $450 million; organic sales fell 2.2%, with Cardio & Vascular down 5% and Other Markets down 49.7% on the Portable Medical exit.
GAAP operating income was $28 million, down 50%; GAAP income from continuing operations was $15 million, down 62%.
Non-GAAP adjusted EPS was $1.34, down 25%; adjusted EBITDA was $88 million, down 17%.
Total debt rose $34 million to $1.219 billion since year-end 2025; no financial outlook was provided, and stockholders approved the merger on October 21, 2026.
Integer Holdings' stockholders voted at a special meeting on October 21, 2026, to adopt the Merger Agreement with Armstrong Parent, Inc., an affiliate of investment funds managed by Kohlberg Kravis Roberts & Co. L.P. The company said the transaction is expected to close by the end of 2026, subject to customary closing conditions, including required regulatory approvals. The filing does not state the per-share price, so shareholders' payment terms are not described here.
First Proposal (adopt the Merger Agreement and Merger): 26,065,335 votes for, 10,513 against, 1,993 abstentions; about 99.95% of votes cast were in favor.
Quorum: 26,077,841 shares, about 76.70% of the 33,997,068 shares outstanding on the September 8, 2026 record date, were present.
Second Proposal (advisory vote on merger-related executive pay): 23,859,897 for, 2,172,522 against, 45,422 abstentions; approved.
Third Proposal (adjournment) was not voted on because it was not needed.
On August 2, 2026, Integer Holdings agreed to be acquired by Armstrong Parent, Inc. and Armstrong Bidco, Inc., which are affiliates of investment funds managed by KKR. Under the merger agreement, each common share would convert into the right to receive $127 in cash, and Integer would survive as a wholly owned subsidiary of Parent. Shareholders would receive cash in place of their shares, and the deal depends on shareholder approval, antitrust clearance and other conditions.
Merger consideration of $127 in cash per common share, without interest, agreed on August 2, 2026
Closing requires approval by holders of a majority of outstanding common shares, plus Hart-Scott-Rodino and other antitrust clearances; the merger is not subject to a financing condition
Either party may terminate if the merger is not completed by May 2, 2027 (the Outside Date)
An equity commitment letter from KKR Core II Holding Company LLC and debt commitments from lenders are described as financing for the deal
Integer Holdings reported second quarter 2026 sales of $464 million, down 2.6%, and GAAP diluted EPS of $0.69, down 34%. The same day, it agreed to be acquired by an affiliate of funds managed by KKR in an all-cash deal valued at an enterprise value of $5.7 billion, with stockholders receiving $127 per share.
Integer Holdings said its President of Cardiac Rhythm Management & Neuromodulation, Jim Stephens, will become Executive Vice President, Special Projects, effective June 29, 2026. The new role is set to end March 31, 2027, and he will not receive a 2027 short-term or long-term incentive award. The filing is a leadership transition with limited direct financial figures, but it removes a business unit president from his current role.
Jim Stephens moves from President, Cardiac Rhythm Management & Neuromodulation to Executive Vice President, Special Projects, effective June 29, 2026.
The new role ends on March 31, 2027, unless terminated earlier by Mr. Stephens or the Company.
Mr. Stephens will not be eligible for a 2027 short-term or long-term incentive award.
If a change of control occurs on or before March 31, 2027 and he remains employed through that date, his separation will be treated as a termination without Cause under his Change of Control Agreement dated May 22, 2026.
Integer Holdings amended executive agreements and approved retention bonuses for its CEO and four other executives while a strategic review to maximize stockholder value is underway. At its May 20, 2026 annual meeting, stockholders approved the 2026 Omnibus Incentive Plan, which replaces the 2021 plan and reserves 1,000,000 shares plus unused and forfeited 2021 plan shares.
CEO Payman Khales is set to receive a $1.75 million retention bonus; half vests December 31, 2026 and half vests on a change in control, subject to continued employment
Performance-based equity awards vest at the greater of target and actual performance if an executive is terminated without cause or resigns for good reason around a change in control
Stockholders approved the 2026 Omnibus Incentive Plan with 27,750,271 votes for and 1,378,718 against, and all 11 director nominees were elected
Integer Holdings Corporation reported first quarter 2026 sales up 0.5% to $440 million, while adjusted EPS fell 8% to $1.20. The Board also began a strategic review to maximize stockholder value, which may include a sale, merger, or business combination, with no set timeline and no assurance of a transaction. The company updated its 2026 outlook, with adjusted EPS now expected at $5.83 to $6.40, a change of (9)% to 0% from the prior year.
Q1 2026 sales rose 0.5% to $440 million, with organic growth of 1.3%; GAAP income from continuing operations was $17 million, versus a loss of $22 million a year earlier.
Q1 2026 adjusted EPS fell $0.11 to $1.20, and adjusted operating income fell 14% to $61 million.
2026 outlook: adjusted EPS of $5.83 to $6.40 and adjusted operating income of $285 million to $305 million; management said it was prudent to further risk adjust the outlook.
Total debt rose $66 million to $1.252 billion since the end of 2025; leverage ratio was 3.2 times adjusted EBITDA as of April 3, 2026.
Integer Holdings agreed on March 9, 2026 to a cooperation agreement with activist investor Irenic Capital Management, and appointed James Flanagan and Aaron Kapito to its board, effective March 12, 2026. Two incumbent directors, yet to be determined, will not stand for re-election at the 2026 Annual Meeting, and Irenic has withdrawn its director nomination notice and bylaw proposal for that meeting. For shareholders, the filing changes board composition and sets standstill and voting commitments that run until the earlier of a date tied to the 2027 advance notice deadline or March 9, 2027.
James F. Flanagan was appointed to the board and will serve on the Audit Committee and the Technology Strategy Committee.
Aaron Kapito, designated by Irenic, was appointed to the board and will serve on the Compensation and Organization Committee and the Technology Strategy Committee.
The board size was increased to 13 members, effective March 12, 2026, and is limited to 11 members after the 2026 Annual Meeting until the cooperation period ends.
Irenic Parties must hold at least a 1.5% net-long position to designate a substitute if Kapito leaves the board.
Integer Holdings reported fourth-quarter 2025 sales up 5% to $472 million and full-year sales up 8% to $1.854 billion, with full-year adjusted EPS up 21% to $6.40. GAAP diluted EPS from continuing operations fell 15% to $2.89 for the year, and the company narrowed its 2026 outlook around the midpoint of its October preliminary range. The company also plans an accelerated share repurchase of about $50 million, while total debt rose to $1.185 billion at December 31, 2025.
Q4 2025 sales rose 5% to $472 million; GAAP diluted EPS from continuing operations rose to $1.38 from $0.91.
Full-year 2025 GAAP diluted EPS from continuing operations fell 15% to $2.89; adjusted EPS rose 21% to $6.40.
2026 outlook: sales of $1.826 billion to $1.876 billion and adjusted EPS of $6.29 to $6.78.
Plans an accelerated share repurchase of about $50 million; total debt was $1.185 billion at December 31, 2025.
Integer Holdings appointed Payman Khales as President and Chief Executive Officer and as a director, both effective October 24, 2025, as part of a transition first announced in April 2025. Joseph Dziedzic, the former CEO, will serve as a Special Advisor through March 31, 2026, and Khales' employment agreement sets his base salary at $875,000 and his target short-term bonus at 100% of base salary.
Payman Khales becomes President and CEO and joins the Board effective October 24, 2025; he previously served as Chief Operating Officer.
Khales' annual base salary rate is $875,000, with a target short-term cash bonus of 100% of base salary.
His 2026 long-term incentive award target will not be less than $5,000,000, and he receives a special restricted stock unit grant with a grant date fair value of $550,000.
Dziedzic will serve as a Special Advisor until March 31, 2026, to assist with transition matters.
Integer Holdings reported third-quarter 2025 sales of $468 million, up 8%, and GAAP diluted EPS from continuing operations of $1.11, up from $1.01. Nine-month GAAP income from continuing operations fell 38.4%, reflecting a $46.7 million debt conversion inducement expense, and the company gave a preliminary 2026 outlook for reported sales of down 2% to up 2%.
Q3 sales were $468 million, up 8%, with organic growth of 7%; Cardio & Vascular sales rose 15%.
Q3 adjusted EPS was $1.79, up 25%; GAAP diluted EPS was $1.11, up 10%.
Nine-month GAAP income from continuing operations was $54.2 million, down 38.4%, including $46.7 million of debt conversion inducement expense.
Total debt was $1.194 billion as of September 26, 2025, a leverage ratio of 3.0 times adjusted EBITDA; preliminary 2026 adjusted EPS outlook is down 6% to up 5%.
Integer Holdings reported second-quarter 2025 sales of $476 million, up 11% from a year earlier, and GAAP diluted EPS from continuing operations of $1.04, up 18%. The company raised the midpoint of its 2025 adjusted operating income and adjusted EPS outlook. Total debt rose $212 million since the end of 2024 to $1.202 billion, mainly to finance acquisitions and a 2030 convertible note offering, a factor to weigh alongside the higher profit outlook.
Q2 2025 sales were $476 million, up 11%, with organic growth of 11%.
Q2 GAAP diluted EPS from continuing operations was $1.04, up 18%; adjusted EPS was $1.55, up 19%.
2025 outlook: adjusted operating income growth of 12% to 16% and adjusted EPS growth of 18% to 23%.
Total debt was $1.202 billion at June 27, 2025, up $212 million from year-end 2024; leverage ratio of 3.2 times adjusted EBITDA.
Integer Holdings appointed Michael J. Coyle, former president and CEO of iRhythm Technologies, to its Board of Directors on July 10, 2025, increasing the Board from 10 to 11 seats. The filing describes no financial results or guidance, so the change is a governance update rather than a change in the company's financial outlook.
Michael J. Coyle joined the Board effective July 10, 2025, with his term running to the next annual stockholder meeting.
Coyle will serve on the Audit Committee, Compensation & Organization Committee, and Technology Strategy Committee.
He previously served as president and CEO of iRhythm Technologies and as executive vice president and group president of Medtronic's cardio and vascular group.
Director compensation follows the Company's Director Compensation Policy, as described in the April 7, 2025 Annual Proxy Statement.
Integer Holdings said CEO Joseph Dziedzic will retire and step down from the Board effective October 24, 2025, when Chief Operating Officer Payman Khales becomes President and CEO and joins the Board. Dziedzic will serve as a Special Advisor until March 31, 2026, and the filing describes a retirement arrangement that vests his outstanding equity awards. The planned succession sets a defined handover date for shareholders.
Payman Khales, age 55, succeeds Joseph Dziedzic as President and CEO effective October 24, 2025; he joined Integer on February 20, 2018.
Dziedzic will serve as a non-executive Special Advisor until March 31, 2026, and will receive base salary for that service at 100% of his annual CEO base salary rate.
Dziedzic will not receive equity awards or short-term incentive compensation for fiscal year 2026.
Dziedzic's outstanding RSUs will vest in full, and his PRSUs will vest on a prorated basis based on actual performance, in exchange for a release of claims and a 36-month restrictive covenant period.
Integer Holdings reported first-quarter 2025 sales up 7% to $437 million and non-GAAP adjusted EPS up $0.17 to $1.31, but GAAP results turned to a loss from continuing operations of $22 million, mainly from a $46.7 million debt conversion inducement expense tied to exchanging 2028 convertible notes. The company reiterated its 2025 sales growth outlook of 8% to 10% and raised its adjusted net income growth outlook to 19% to 26%. It also said CEO Joseph Dziedzic will retire effective October 24, 2025, with COO Payman Khales succeeding him.
Sales increased 7% to $437 million; organic growth was 6%
GAAP loss from continuing operations of $22 million, or $0.66 per diluted share, versus income of $20.6 million a year earlier
Non-GAAP adjusted EPS rose $0.17 to $1.31; 2025 adjusted net income growth outlook raised to 19% to 26%
Payman Khales will become President and CEO on October 24, 2025, replacing Joseph Dziedzic
Integer Holdings closed a $1.0 billion private offering of 1.875% convertible senior notes due March 15, 2030, on March 18, 2025, with net proceeds of about $976.1 million. The company said the deal creates revolver capacity and is expected to be immediately accretive to 2025 adjusted earnings through about $12 million of lower interest expense, while the notes and capped calls are designed to limit dilution to shareholders.
$1.0 billion of 1.875% convertible senior notes due March 15, 2030, closed March 18, 2025; initial conversion price of about $150.96 per share versus a $118.40 closing share price on March 13, 2025
Net proceeds of about $976.1 million; $71.0 million used to pay for capped call transactions, with a cap price of $189.44 per share
About $383.7 million of 2.125% notes due 2028 exchanged for about $384.4 million in cash and 1,553,806 shares of common stock; hedge unwinds by holders may affect the stock price
CFO Diron Smith said the company expects about $12 million of lower 2025 interest expense, based on current debt and interest rates
Integer Holdings announced plans for a private offering of $750.0 million in convertible senior notes due 2030, with an option for initial purchasers to buy up to $125.0 million more. The company also amended its credit agreement on March 12, 2025, to permit up to $1,500.0 million of convertible note indebtedness, and it expects to exchange a portion of its 2.125% convertible notes due 2028 for cash and shares, which could dilute existing shareholders.
$750.0 million of convertible senior notes due 2030 offered to qualified institutional buyers, with an option for up to $125.0 million more
Fourth Amendment to the credit agreement, dated March 12, 2025, permits up to $1,500.0 million of convertible note indebtedness outstanding at any time
Company expects privately negotiated exchanges of a portion of its 2.125% convertible senior notes due 2028 for cash and common stock
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
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