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Close of Nov 06, 2026 · end-of-day data
ITGR 8-K filings in 2025
Every material Form 8-K Integer Holdings filed with the SEC in 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 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.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Integer Holdings filing is on SEC EDGAR ↗. 8-K briefs of other companies →