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Close of Nov 06, 2026 · end-of-day data
ITGR 8-K filings in 2026
Every material Form 8-K Integer Holdings filed with the SEC in 2026, 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.
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 →