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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 10-Q

_____________________________________________________________


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 1-16137

_____________________________________________________________

INTEGER HOLDINGS CORPORATION

(Exact name of Registrant as specified in its charter)

_____________________________________________________________


Delaware						16-1531026
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

5830 Granite Parkway,

Suite 1150

Plano,

Texas

75024

(Address of principal executive offices)

(Zip Code)

(214) 618-5243

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

ITGR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the Company’s common stock, $0.001 par value per share, as of October 17, 2025 was: 35,038,426 shares.

INTEGER HOLDINGS CORPORATION

Form 10-Q

For the Quarterly Period Ended September 26, 2025

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)	4



	Condensed Consolidated Statements of Cash Flows (Unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	49

ITEM 4.	Controls and Procedures	49

PART II—OTHER INFORMATION

ITEM 1.	Legal Proceedings	50

ITEM 1A.	Risk Factors	50

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

ITEM 5.	Other Information	50

ITEM 6.	Exhibits	50

SIGNATURES		51

- 2 -

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


(in thousands except share and per share data)	September 26, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	58,944	$	46,543
Accounts receivable, net of provision for credit losses of $0.5 million and $0.3 million, respectively	310,165		245,269
Inventories	263,538		247,126

Contract assets	107,106		103,772


Prepaid expenses and other current assets	38,369		28,409

Total current assets	778,122		671,119
Property, plant and equipment, net	517,003		465,798
Goodwill	1,098,818		1,017,729
Other intangible assets, net	837,698		778,286
Deferred income taxes	8,545		8,309
Operating lease assets	99,514		86,082
Financing lease assets	32,151		27,689
Other long-term assets	25,459		22,959

Total assets	$	3,397,310	$	3,077,971
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	10,000
Accounts payable	110,744		101,498


Operating lease liabilities	9,125		7,352
Accrued expenses and other current liabilities	89,952		108,323

Total current liabilities	209,821		227,173
Long-term debt	1,193,826		980,153
Deferred income taxes	114,696		124,608
Operating lease liabilities	82,693		77,702
Financing lease liabilities	25,510		23,760
Other long-term liabilities	24,927		25,360

Total liabilities	1,651,473		1,458,756

Stockholders’ equity:

Common stock, $0.001 par value; 100,000,000 shares authorized; 35,475,146 and 33,546,262 shares issued, respectively; 35,038,156 and 33,546,256 shares outstanding, respectively	35		34
Additional paid-in capital	765,566		741,977
Treasury stock, at cost; 436,990 shares and 6 shares, respectively	(26,858)		—
Retained earnings	945,447		891,247
Accumulated other comprehensive income (loss)	61,647		(14,043)
Total stockholders’ equity	1,745,837		1,619,215
Total liabilities and stockholders’ equity	$	3,397,310	$	3,077,971

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended				Nine Months Ended
(in thousands except per share data)	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Sales	$	467,691	$	431,417	$	1,381,577	$	1,267,099
Cost of sales	341,531		314,849		1,005,947		924,881
Gross profit	126,160		116,568		375,630		342,218
Operating expenses:
Selling, general and administrative	50,451		44,820		154,534		137,734
Research, development and engineering	10,949		11,923		39,390		42,811
Restructuring and other charges	8,321		1,814		16,377		10,467
Total operating expenses	69,721		58,557		210,301		191,012
Operating income	56,439		58,011		165,329		151,206
Interest expense	9,367		14,577		33,926		43,140
Gain on equity investments	(50)		(906)		(223)		(2,035)
Other loss, net (see Note 7)	1,130		916		53,037		1,796
Income from continuing operations before taxes	45,992		43,424		78,589		108,305
Provision for income taxes	6,314		7,142		24,367		20,225
Income from continuing operations	39,678		36,282		54,222		88,080




Loss from discontinued operations, net of tax	—		(843)		(22)		(887)

Net income	$	39,678	$	35,439	$	54,200	$	87,193





Basic earnings per share:
Income from continuing operations	$	1.13	$	1.08	$	1.56	$	2.62
Loss from discontinued operations	—		(0.03)		—		(0.03)
Basic earnings per share	1.13		1.05		1.56		2.60

Diluted earnings per share:
Income from continuing operations	$	1.11	$	1.01	$	1.52	$	2.49
Loss from discontinued operations	—		(0.02)		—		(0.03)
Diluted earnings per share	1.11		0.99		1.52		2.46

Weighted average shares outstanding:
Basic	35,081		33,656		34,689		33,579
Diluted	35,608		35,791		35,755		35,441

Comprehensive Income
Net income	$	39,678	$	35,439	$	54,200	$	87,193
Other comprehensive income (loss):
Foreign currency translation gain (loss)	(1,857)		27,335		65,790		9,986
Change in fair value of cash flow hedges, net of tax	(346)		(1,466)		9,900		(3,726)

Other comprehensive income (loss)	(2,203)		25,869		75,690		6,260
Comprehensive income	$	37,475	$	61,308	$	129,890	$	93,453

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Nine Months Ended
(in thousands)	September 26, 2025		September 27, 2024
Cash flows from operating activities:
Net income	$	54,200	$	87,193
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	95,158		82,104
Debt related charges included in interest expense	5,239		2,962
Debt conversion inducement expense	46,681		—
Inventory step-up amortization	—		1,056
Stock-based compensation	17,467		18,729

Non-cash lease expense	7,583		6,928
Non-cash gain on equity investments	(223)		(2,035)
Contingent consideration fair value adjustment	(660)		—
Other non-cash losses	804		4,433
Deferred income taxes	4,082		—
Gain on sale of discontinued operations	(46)		—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(46,793)		(4,888)
Inventories	(12,241)		(31,515)
Prepaid expenses and other assets	117		(495)
Contract assets	(2,106)		(13,159)
Accounts payable	3,187		4,295
Accrued expenses and other liabilities	(22,359)		(5,355)
Income taxes	(9,357)		(8,279)
Net cash provided by operating activities	140,733		141,974
Cash flows from investing activities:
Acquisition of property, plant and equipment	(63,555)		(86,267)



Acquisitions, net of cash acquired	(170,872)		(138,544)
Settlement of working capital from sale of discontinued operations	(950)		—
Other investing activities	115		(220)
Net cash used in investing activities	(235,262)		(225,031)
Cash flows from financing activities:
Principal payments of long-term debt	(657,697)		(2)
Proceeds from issuance of convertible notes, net of discount	977,500		—
Proceeds from revolving credit facility	301,000		234,500
Payments of revolving credit facility	(427,000)		(117,500)
Purchase of capped calls	(71,000)		—
Payment of debt issuance costs	(1,386)		(2,071)

Proceeds from the exercise of stock options	3,644		742
Tax withholdings related to net share settlements of restricted stock unit awards	(16,812)		(10,773)


Principal payments on finance leases	(4,165)		(9,772)
Other financing activities	1,194		501
Net cash provided by financing activities	105,278		95,625
Effect of foreign currency exchange rates on cash and cash equivalents	1,652		(668)
Net increase in cash and cash equivalents	12,401		11,900
Cash and cash equivalents, beginning of period	46,543		23,674
Cash and cash equivalents, end of period	$	58,944	$	35,574

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)


	Three Months Ended				Nine Months Ended
(in thousands)	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Total stockholders’ equity, beginning balance	$	1,703,537	$	1,553,910	$	1,619,215	$	1,519,042

Common stock and additional paid-in capital
Balance, beginning of period	760,776		730,191		742,011		727,468
Stock awards exercised or vested	(106)		(147)		(13,149)		(10,038)
Stock-based compensation	4,931		6,115		17,467		18,729
Capped calls related to the issuance of 2030 Convertible Notes, net of tax	—		—		(53,130)		—
Partial conversion of convertible notes due 2028 and partial unwind of related capped calls, net of tax	—		—		68,413		—
Issuance of common stock for acquisition	—		—		3,989		—
Balance, end of period	765,601		736,159		765,601		736,159
Treasury stock
Balance, beginning of period	(26,858)		—		—		—
Treasury shares purchased	—		—		(26,858)		—

Balance, end of period	(26,858)		—		(26,858)		—
Retained earnings
Balance, beginning of period	905,769		823,105		891,247		771,351

Net income	39,678		35,439		54,200		87,193
Balance, end of period	945,447		858,544		945,447		858,544
Accumulated other comprehensive income (loss)
Balance, beginning of period	63,850		614		(14,043)		20,223
Other comprehensive income (loss)	(2,203)		25,869		75,690		6,260

Balance, end of period	61,647		26,483		61,647		26,483

Total stockholders’ equity, ending balance	$	1,745,837	$	1,621,186	$	1,745,837	$	1,621,186

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1.) BASIS OF PRESENTATION

Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly-traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is a medical device contract development and manufacturing organization primarily serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. Integer is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.

The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2024.

In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates.

The third quarter and first nine months of 2025 ended on September 26 and consisted of 91 days and 269 days, respectively. The third quarter and first nine months of 2024 ended on September 27 and consisted of 91 days and 271 days, respectively.

Discontinued Operations

As discussed in Note 3, “Discontinued Operations,” during 2024 the Company sold Electrochem Solutions, Inc. (“Electrochem”). Electrochem met the criteria to be reported as held for sale and discontinued operations. The results of operations of the Electrochem business are classified as discontinued operations and are excluded from continuing operations for all periods presented. Intersegment sales to Electrochem that were previously eliminated in consolidation have been treated as third party sales and are included in sales from continuing operations as the Company will continue to supply the Electrochem business with certain specified products following its divestiture. The Condensed Consolidated Statements of Cash Flows include cash flows related to the discontinued operations due to Integer’s (parent) centralized treasury and cash management processes. All results and information in the consolidated financial statements, including the notes to the consolidated financial statements, have been updated for all periods presented to exclude information pertaining to discontinued operations, unless otherwise noted specifically as discontinued operations, and reflect only the continuing operations of the Company.

Factoring Arrangements

The Company has receivable factoring arrangements, pursuant to which certain receivables may be sold on a non-recourse basis to financial institutions. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the nine months ended September 26, 2025 and September 27, 2024, the Company sold accounts receivable of $201.8 million and $162.6 million, respectively. The Company recorded factoring fees of $0.5 million and $1.4 million, respectively, for the three and nine months ended September 26, 2025, compared to $0.3 million and $1.1 million, respectively, for the three and nine months ended September 27, 2024.

Supplier Financing Arrangements

The Company utilizes supplier financing arrangements with financial institutions to sell certain accounts receivable on a non-recourse basis. Fees for supplier financing arrangements are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the nine months ended September 26, 2025 and September 27, 2024, the Company sold and de-recognized accounts receivable of $131.9 million and $119.4 million, respectively. The Company recorded costs associated with the supplier financing arrangements of $0.6 million and $1.6 million, respectively, for the three and nine months ended September 26, 2025, compared to $0.6 million and $1.7 million, respectively, for the three and nine months ended September 27, 2024.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1.) BASIS OF PRESENTATION (Continued)

Recent Accounting Pronouncements

In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), SEC, or other authoritative accounting bodies to determine the potential impact they may have on the financial position, results of operations or cash flows of the Company. Other than those discussed below, management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material effect on the financial position, results of operations or cash flows of the Company.

Accounting Guidance Adopted During the Period

In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The ASU clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an inducement conversion or extinguishment of convertible debt. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted this ASU as of January 1, 2025. At adoption, there were no impacts to the condensed consolidated financial statements.

Accounting Guidance to be Adopted in Future Periods

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update make targeted improvements to Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software to increase the operability of the recognition guidance considering different methods of software development. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures. The ASU requires additional quantitative and qualitative income tax disclosures to allow readers of the condensed consolidated financial statements to assess how the Company’s operations, related tax risks and tax planning affect its tax rate and prospects for future cash flows. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024. The Company will adopt this guidance for the annual period ending December 31, 2025. The adoption of this ASU will not affect the Company's financial position or its results of operations but will result in additional disclosures.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2.) BUSINESS ACQUISITIONS

2025 Acquisitions

Precision Coating LLC Acquisition

On January 7, 2025, the Company 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. Based in Massachusetts, Precision has additional locations in the New England area and an additional facility in Costa Rica.

The total consideration transferred was $153.5 million, including contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $1.4 million, representing the Company’s obligation, under the purchase agreement, to make an additional payment of up to $5.0 million based on a specified revenue growth milestone being met in 2025. The Company funded the purchase price with borrowings under its Revolving Credit Facility (as defined below).

VSi Parylene Acquisition

On February 28, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Vertical Solutions, Inc., d/b/a VSi Parylene (“VSi”). Headquartered in Colorado, prior to the acquisition VSi was a privately-held full-service provider of parylene coating solutions, primarily focused on complex medical device applications.

The total consideration transferred was $24.0 million, including shares of Integer’s common stock (“Common Stock”) with a fair value of $4.0 million, contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $1.1 million, representing the Company’s obligation, under the purchase agreement, to make additional payments of up to $4.0 million, in the aggregate, based on specified annual revenue growth milestones being met through 2028. The Company funded the cash portion of the purchase price with borrowings under its Revolving Credit Facility.

Consistent with the Company’s tuck-in acquisition strategy, the acquisitions of Precision and VSi further increase the Company’s service offerings to include differentiated and proprietary coatings capabilities that position the Company to better meet customers’ evolving needs.

The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time that the condensed consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase prices in areas such as property and equipment, intangible assets, liabilities and goodwill. As a result, the preliminary allocation of the purchase price may change in the future, including in ways which could be material.

During the third quarter of 2025, the Company recorded measurement period adjustments related to revisions of the preliminary fair value estimates of certain acquired property, plant and equipment, resulting in an increase of $0.7 million to property, plant and equipment and a corresponding decrease to goodwill. Other measurement period adjustments recorded during the first nine months of 2025 were not material. The changes to the preliminary fair value estimates resulting from the measurement period adjustments recorded during the first nine months of 2025 did not have a material impact to the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2.) BUSINESS ACQUISITIONS (Continued)

The following table summarizes the preliminary purchase price allocations (in thousands):


	Precision		VSi		Total
Fair value of net assets acquired

Current assets (excluding inventory)	$	11,609	1,982		$	13,591
Inventory	4,019		1,018		5,037
Property, plant and equipment	13,674		2,732		16,406
Goodwill	50,823		5,155		55,978
Definite-lived intangible assets	72,700		13,600		86,300
Operating lease assets	13,862		1,505		15,367

Other noncurrent assets	43		—		43
Current liabilities (including current operating lease liabilities)	(4,341)		(773)		(5,114)
Operating lease liabilities (noncurrent)	(8,922)		(1,256)		(10,178)


Fair value of net assets acquired	$	153,467	$	23,963	$	177,430

Intangible Assets

The preliminary fair values of the assets acquired were determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations.

Current Assets and Liabilities

The fair value of current assets and liabilities was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities.

Property, Plant and Equipment

The fair value of Property, Plant and Equipment acquired was estimated by applying the cost approach for personal property and leasehold improvements. The cost approach was applied by developing a replacement cost and adjusting for economic depreciation and obsolescence.

Leases

The Company recognized operating lease liabilities and right-of-use assets for manufacturing facilities and equipment in accordance with ASC 842, Leases. Additionally, the Company recorded favorable lease terms associated with Precision for operating leases in the U.S. in the amount of $4.2 million. The favorable lease terms were recorded as an increase to the right-of-use lease assets.

Goodwill

The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The goodwill resulting from the transaction is primarily attributable to future customer relationships and the assembled workforce of the acquired business. The goodwill acquired in connection with the Precision and VSi acquisitions is deductible for tax purposes.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2.) BUSINESS ACQUISITIONS (Continued)

Intangible Assets

The purchase price for each of Precision and VSi was allocated to definite-lived intangible assets as follows (dollars in thousands):


	Fair Value Assigned		Weighted Average Amortization Period (Years)	Weighted Average Discount Rate
Precision
Customer lists	$	52,000	16	13.0%
Technology	20,700		10.5	13.0%

	$	72,700
VSi
Customer lists	$	7,700	16	12.0%
Technology	5,900		17	12.0%

	$	13,600

Customer Lists - Customer lists represent the estimated fair value of contractual and non-contractual customer relationships Precision and VSi each had as of the acquisition date. These relationships were valued separately from goodwill at the amount that an independent third party would be willing to pay for these relationships. The fair value of customer lists was determined using the multi-period excess-earnings method, a form of the income approach. For both acquisitions, the estimated useful life of the existing customer base was based upon the historical customer annual attrition rate of 5.0%, as well as management’s understanding of the industry and product life cycles.

Technology - Technology consists of technical processes, patented and unpatented technology, manufacturing know-how, trade secrets and the understanding with respect to products or processes that have been developed by Precision and VSi and that will be leveraged in current and future products. The fair value of technology acquired was determined utilizing the relief from royalty method, a form of the income approach, with royalty rates ranging from 5.0% to 8.0%. The estimated useful life of the technology is based upon management’s estimate of the product life cycle associated with the technology before it will be replaced by new technologies.

Contingent Consideration (Earnouts) - As part of the Precision and VSi acquisitions, the Company may be required to pay additional consideration based on a specified revenue growth milestones. For Precision, the Company may be required to pay up to additional $5.0 million of consideration based on a specified revenue growth milestone being met in 2025. For VSi, the Company may be required to pay up to additional $4.0 million of consideration, in the aggregate, based on specified annual revenue growth milestones being met through 2028. Any amounts earned under the Precision or VSi earnouts will be paid in cash following the conclusion of each respective period. The contingent consideration is classified as Level 3 in the fair value hierarchy and the fair value is measured based on a probability-weighted discounted cash flow analysis.

2024 Acquisition

On January 5, 2024, the Company acquired 100% of the outstanding capital stock of Pulse Technologies, Inc. (“Pulse”), a privately-held technology, engineering and contract manufacturing company focused on complex micro machining of medical device components for high growth structural heart, heart pump, electrophysiology, leadless pacing, and neuromodulation markets. Based in Pennsylvania, Pulse also provides proprietary advanced technologies, including hierarchical surface restructuring (HSRTM), scratch-free surface finishes, and titanium nitride coatings. Consistent with the Company’s tuck-in acquisition strategy, the acquisition of Pulse further increases the Company’s end-to-end development capabilities and manufacturing footprint in targeted growth markets and provides customers with expanded capabilities, capacity and resources to accelerate the time to market for customer products. The Company funded the purchase price with borrowings under its Revolving Credit Facility.

The total consideration transferred was $142.3 million, including contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $3.6 million, representing the Company’s obligation, under the purchase agreement, to make an additional payment of up to $20.0 million based on a specified revenue growth milestone being met in 2025.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2.) BUSINESS ACQUISITIONS (Continued)

The final purchase price allocation was as follows (in thousands):








Fair value of net assets acquired

Current assets (excluding inventory)	$	7,456
Inventory	8,612
Property, plant and equipment	25,950
Goodwill	38,058
Definite-lived intangible assets	64,000
Finance lease assets	7,964

Current liabilities	(1,760)
Finance lease liabilities	(7,936)

Fair value of net assets acquired	$	142,344

Intangible Assets

The purchase price was allocated to intangible assets as follows (dollars in thousands):


Definite-lived Intangible Assets	Fair Value Assigned
Customer lists	$	48,000
Technology	16,000

	$	64,000

Actual and Pro Forma disclosures

The following unaudited pro forma financial information assumes the Precision acquisition had occurred at the beginning of the earliest period presented that does not include Precision's actual results. Pro forma results for VSi have not been presented as the results of VSi are not material in relation to the condensed consolidated financial statements of the Company. Actual results for each acquired business are included in the Company’s consolidated results subsequent to the date of their acquisition (in thousands):


	Three Months Ended September 27, 2024		Nine Months Ended September 27, 2024
Sales	$	447,240	$	1,309,660
Income from continuing operations	34,191		77,573

The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings, and any related integration costs. Certain costs savings may result from the acquisition; however, there can be no assurance that these cost savings will be achieved. These unaudited pro forma results do not purport to be indicative of the results that would have been obtained or a projection of results that may be obtained in the future. These unaudited pro forma results include certain adjustments, primarily due to increases in amortization expense due to the fair value adjustments of intangible assets, the increases to interest expense reflecting the amount borrowed in connection with the acquisition, acquisition related costs and the impact of income taxes on the pro forma adjustments.

Sales related to Precision and VSi from the date of acquisition through the three and nine months ended September 26, 2025 were $14.9 million and $42.1 million, respectively, in the aggregate and earnings were not material.

Acquisition costs

Direct acquisition costs are expensed as incurred and included in Restructuring and other charges in the Condensed Consolidated Statements of Operations and Comprehensive Income. During the three and nine months ended September 26, 2025, direct costs of the Precision and VSi acquisitions were a benefit of $0.1 million and costs of $3.4 million, respectively. Direct costs of the Pulse acquisition during the three and nine months ended September 27, 2024 were $0.2 million and $5.7 million, respectively.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(3.) DISCONTINUED OPERATIONS

On October 31, 2024, the Company completed the sale of Electrochem, collecting cash proceeds of $48.7 million, which is net of transaction costs and adjustments set forth in the stock purchase agreement. The Electrochem business focused on non-medical applications for the energy, military and environmental sectors. Upon the signing of the stock purchase agreement on September 27, 2024, the Electrochem business qualified as a discontinued operation. In connection with the sale, the Company entered into a transition services agreement with the purchaser whereby the Company will perform certain support functions for a period of up to nine months from the date of the closing.

In connection with the closing of the transaction, the Company recognized a pre-tax gain on sale of discontinued operations of $0.9 million, of which $0.8 million was recorded during the year ended December 31, 2024. During the quarter ended September 26, 2025, the Company paid $1.0 million to the purchaser related to a final working capital adjustment.

Selected financial information of the Electrochem business included in discontinued operations is below.

Loss from discontinued operations, net of tax, were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Sales	$	—	$	8,752	$	—	$	25,182
Cost of sales	—		6,405		68		19,252
Gross profit	—		2,347		(68)		5,930
Selling, general and administrative expenses	—		937		—		2,069
Research, development and engineering costs	—		413		—		1,382
Restructuring and other charges	—		461		—		675
Interest expense	—		719		—		2,105
Gain on sale of discontinued operations	—		—		(46)		—

Loss from discontinued operations before taxes	—		(183)		(22)		(301)
Income tax provision	—		660		—		586
Loss from discontinued operations, net of tax	$	—	$	(843)	$	(22)	$	(887)

Cash flow information from discontinued operations for the nine months ended September 27, 2024 was as follows (in thousands):




Cash used in operating activities	$	(116)
Cash used in investing activities	(218)


Depreciation and amortization	$	975
Capital expenditures	218

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(4.) SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental information, including discontinued operations, relating to the Condensed Consolidated Statements of Cash Flows (in thousands):


	Nine Months Ended
	September 26, 2025		September 27, 2024
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable	$	20,068	$	12,777
Common stock issued for conversion of debt	183,972		—
Common stock received under capped call upon conversion of debt	26,858		—
Write-off of unamortized deferred costs and original issued discount upon conversion of debt included in Additional paid in capital	5,124		—
Common stock issued for acquisition	3,989		—


Supplemental lease disclosures:
Assets acquired under operating leases	12,288		3,491
Assets acquired under finance leases	7,537		7,283

(5.) INVENTORIES

Inventories comprise the following (in thousands):


	September 26, 2025		December 31, 2024
Raw materials	$	107,774	$	104,620
Work-in-process	142,703		126,810
Finished goods	13,061		15,696
Total	$	263,538	$	247,126

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(6.) GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 26, 2025 were as follows (in thousands):


	Medical
December 31, 2024	$	1,017,729
Precision and VSi acquisitions (Note 2)	56,752
Acquisition-related adjustments (Note 2)	(774)
Foreign currency translation	25,111

September 26, 2025	$	1,098,818

Intangible Assets

See Note 2, “Business Acquisitions” for additional details regarding intangible assets acquired during 2025. Intangible assets comprise the following (in thousands):


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
September 26, 2025
Definite-lived:
Purchased technology and patents	$	326,171	$	(222,934)	$	103,237
Customer lists	955,108		(322,916)		632,192
Amortizing tradenames and other	20,078		(8,097)		11,981
Total amortizing intangible assets	$	1,301,357	$	(553,947)	$	747,410
Indefinite-lived:
Trademarks and tradenames					$	90,288

December 31, 2024
Definite-lived:
Purchased technology and patents	$	293,164	$	(204,591)	$	88,573
Customer lists	870,692		(284,104)		586,588
Amortizing tradenames and other	20,002		(7,165)		12,837
Total amortizing intangible assets	$	1,183,858	$	(495,860)	$	687,998
Indefinite-lived:
Trademarks and tradenames					$	90,288

Aggregate intangible asset amortization expense comprises the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Cost of sales	$	4,989	$	5,080	$	14,505	$	12,961
Selling, general and administrative expenses	11,260		8,546		32,715		27,625



Total intangible asset amortization expense	$	16,249	$	13,626	$	47,220	$	40,586

Estimated future intangible asset amortization expense based on the carrying value as of September 26, 2025 is as follows (in thousands):


	Remainder of 2025		2026		2027		2028		2029		After 2029
Amortization Expense	$	17,135	$	63,201	$	60,210	$	58,601	$	56,297	$	491,966

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) DEBT

Long-term debt comprises the following (in thousands):


	September 26, 2025						December 31, 2024
	Principal Amount		Unamortized Discounts and Issuance Costs		Net Carrying Amount		Principal Amount		Unamortized Discounts and Issuance Costs		Net Carrying Amount
Senior Secured Credit Facilities:
Revolving credit facilities	$	—	$	—	$	—	$	126,000	$	—	$	126,000
Term loan A	101,000		(272)		100,728		375,000		(1,302)		373,698

2028 Convertible Notes	116,297		(1,714)		114,583		499,994		(9,539)		490,455
2030 Convertible Notes	1,000,000		(21,485)		978,515		—		—		—
Total	$	1,217,297	$	(23,471)	$	1,193,826	$	1,000,994	$	(10,841)	$	990,153
Current portion of long-term debt					—						(10,000)
Long-term debt					$	1,193,826					$	980,153

In September 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), governing the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”). In February 2023, the Company issued $500.0 million aggregate principal amount of 2.125% Convertible Senior Notes due in 2028 (the “2028 Convertible Notes”). In March 2025, the Company issued $1.0 billion aggregate principal amount of 1.875% Convertible Senior Notes due in 2030 (the “2030 Convertible Notes”). For additional details about the Senior Secured Credit Facilities, the 2028 Convertible Notes and the Capped Call Transactions as defined below, refer to Note 9, “Debt” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Fourth Amendment to the 2021 Credit Agreement

On March 12, 2025, the Company entered into a fourth amendment (the “Fourth Amendment”) to the 2021 Credit Agreement. The Fourth Amendment amended the terms of the 2021 Credit Agreement to, among other things, permit the Company to issue the 2030 Convertible Notes and incur other convertible note indebtedness in an aggregate principal amount of up to $1.5 billion at any time outstanding.

Senior Secured Credit Facilities

As of September 26, 2025, the Company maintained Senior Secured Credit Facilities consisting of a five-year $800 million revolving credit facility (the “Revolving Credit Facility”) and a five-year “term A” loan (the “TLA Facility”). A portion of the Revolving Credit Facility is available for swingline loans of up to a sublimit of $40 million and for the issuance of standby letters of credit of up to a sublimit of $40 million.

Revolving Credit Facility

The Revolving Credit Facility matures on February 15, 2028. As of September 26, 2025, the Company had available borrowing capacity on the Revolving Credit Facility of $794.7 million after giving effect to $5.3 million of outstanding standby letters of credit. Borrowings under the Revolving Credit Facility bear interest at a rate based on the secured overnight financing rate for the applicable interest period plus an adjustment of 0.10% per annum, in relation to any loan in U.S. dollars, and the Euro Interbank Offered Rate, in relation to any loan in Euros, plus a margin based on the Company’s Secured Net Leverage Ratio (as defined in the 2021 Credit Agreement). Swingline loans bear interest at a rate based on the prime rate plus a margin based on the Company’s Secured Net Leverage Ratio. In addition, the Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which ranges between 0.15% and 0.25%, depending on the Company’s Secured Net Leverage Ratio. As of September 26, 2025, the commitment fee on the unused portion of the Revolving Credit Facility was 0.15%.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) DEBT (Continued)

TLA Facility

The TLA Facility matures on February 15, 2028. During the first nine months of 2025, the Company used a portion of the proceeds from its offering of the 2030 Convertible Notes to prepay the required quarterly principal installments under the TLA Facility through maturity. The interest rate terms for the TLA Facility are the same as those described above for the Revolving Credit Facility borrowings in U.S. dollars. Additionally, in connection with the partial repayments of the TLA Facility, the Company incurred a $0.9 million loss on extinguishment of debt from the write-off of a portion of the remaining deferred debt issuance costs and original issue discount, which were expensed and included in Interest expense during the first nine months of 2025. As of September 26, 2025, the interest rate on the TLA Facility was 5.51%.

Covenants

The 2021 Credit Agreement contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of the lenders under the Revolving Credit Facility and the TLA Facility, which require the Company not to exceed a specified maximum Total Net Leverage Ratio (as defined in the 2021 Credit Agreement) and an interest coverage ratio as of the end of each fiscal quarter. As of September 26, 2025, the Company was in compliance with these financial covenants.

Contractual principal maturities under the Senior Secured Credit Facilities as of September 26, 2025, are as follows (in thousands):


	Remainder of 2025		2026		2027		2028
Future minimum principal payments	$	—	$	—	$	—	$	101,000

2030 Convertible Notes Issuance and 2028 Convertible Notes Exchange Transactions

On March 18, 2025, the Company issued $1.0 billion in aggregate principal amount of 2030 Convertible Notes due 2030 that bear interest at a fixed rate of 1.875% per annum by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), which included the exercise in full of the initial purchasers’ option to purchase up to an additional $125.0 million principal amount of the 2030 Convertible Notes. The 2030 Convertible Notes were issued pursuant to an indenture dated as of March 18, 2025, by and between the Company and Wilmington Trust, National Association, as trustee (the “2030 Convertible Notes Indenture”). The 2030 Convertible Notes are senior unsecured obligations of the Company. The Company used a portion of the proceeds from the issuance of the 2030 Convertible Notes to exchange $383.7 million in aggregate principal amount of the 2028 Convertible Notes in privately-negotiated transactions for an aggregate cash exchange consideration of $384.4 million in cash and 1,553,806 shares of Common Stock (the “Note Exchange Transactions”).

The Company determined that the exchange of the 2028 Convertible Notes in the Note Exchange Transactions met the criteria to be accounted as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). As a result of the induced conversion, in March 2025 the Company recorded $46.7 million in induced conversion expense within Other loss, net in the Condensed Consolidated Statements of Operations and Comprehensive Income. The induced conversion expense represents the fair value of the consideration issued in the Note Exchange Transactions upon conversion in excess of the fair value of the securities issuable under the original terms of the 2028 Convertible Notes.

Contemporaneously with the Note Exchange Transactions, the Company and the financial institutions party to the 2028 Capped Calls agreed to terminate a portion of the 2028 Capped Calls (as defined below) in a notional amount corresponding to the amount of 2028 Convertible Notes exchanged in the Note Exchange Transactions. In connection herewith, the Company received 436,963 shares of Common Stock, the fair value of the terminated portion of the 2028 Capped Calls, upon settlement. The terms of the remaining 2028 Capped Calls remain unchanged.

2030 Convertible Notes

The issuance of the 2030 Convertible Notes resulted in $976.1 million in net proceeds to the Company after deducting initial purchasers’ discounts and issuance costs.

The 2030 Convertible Notes bear interest at a fixed rate of 1.875% per annum, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2025. The 2030 Convertible Notes will mature on March 15, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) DEBT (Continued)

Debt discount and issuance costs related to the 2030 Convertible Notes were $23.9 million, including $22.5 million of discount and $1.4 million of new debt issuance costs related to the 2030 Convertible Notes. The debt discount and issuance costs are amortized as interest expense using the effective interest method over the term of the 2030 Convertible Notes. The effective interest rate of the 2030 Convertible Notes was 2.38% as of September 26, 2025.

Holders of the 2030 Convertible Notes may convert all or a portion of their 2030 Convertible Notes at their option prior to December 15, 2029, in multiples of $1,000 principal amounts, only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ended on June 30, 2025 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% of the conversion price on each applicable trading day;

•during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the 2030 Convertible Notes Indenture) per $1,000 principal amount of the 2030 Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate in effect on each such trading day;

•if the Company calls any or all of the 2030 Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events.

As of September 26, 2025, the conditions allowing holders of the 2030 Convertible Notes to convert had not been met and, therefore, the 2030 Convertible Notes are classified as a long-term liability on the Condensed Consolidated Balance Sheets at September 26, 2025.

On or after December 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2030 Convertible Notes may convert all or any portion of the 2030 Convertible Notes at their option at the conversion rate then in effect, irrespective of these conditions. The Company will settle conversions of the 2030 Convertible Notes by paying cash up to the aggregate principal amount of the 2030 Convertible Notes to be converted and cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2030 Convertible Notes being converted. The conversion rate will initially be 6.6243 shares of Common Stock per $1,000 principal amount of 2030 Convertible Notes (equivalent to an initial conversion price of approximately $150.96 per share of Common Stock). The conversion rate is subject to customary adjustments upon the occurrence of certain events. If the Company undergoes a fundamental change (as defined in the 2030 Convertible Notes Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2030 Convertible Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Convertible Note in connection with such corporate event or during the relevant redemption period.

The Company may not redeem the 2030 Convertible Notes prior to March 20, 2028. The Company may redeem for cash all or part of the 2030 Convertible Notes, at its option, on or after March 20, 2028, if the last reported sale price of its Common Stock has been at least 140% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the 2030 Convertible Notes Indenture).

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) DEBT (Continued)

The 2030 Convertible Notes Indenture provides for customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest; failure by the Company to comply with its conversion obligations upon exercise of a holder’s conversion right under the 2030 Convertible Notes Indenture; breach of covenants or other agreements in the 2030 Convertible Notes Indenture; defaults by the Company or any significant subsidiary (as defined in the 2030 Convertible Notes Indenture) with respect to other indebtedness in excess of a threshold amount; failure by the Company or any significant subsidiary to pay final judgments in excess of a threshold amount; and the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to the Company or any significant subsidiary. Generally, if an event of default occurs and is continuing under the 2030 Convertible Notes Indenture, either the trustee or the holders of at least 25% in aggregate principal amount of the 2030 Convertible Notes then outstanding may declare the principal amount plus accrued and unpaid interest on the 2030 Convertible Notes to be immediately due and payable.

2028 Convertible Notes

In February 2023, the Company issued the 2028 Convertible Notes with an aggregate principal amount of $500.0 million in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $65.0 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued pursuant to an indenture dated as of February 3, 2023, by and between the Company and Wilmington Trust, National Association, as trustee. On March 18, 2025, in connection with the issuance of the 2030 Convertible Notes, the Company used part of the net proceeds therefrom to exchange $383.7 million in aggregate principal amount of the 2028 Convertible Notes in privately-negotiated transactions. Subsequent to exchange, the remaining aggregate principal amount of the 2028 Convertible Notes was $116.3 million. For additional information, refer to “2030 Convertible Notes Issuance and 2028 Convertible Notes Exchange Transactions” above.

The 2028 Convertible Notes are senior unsecured obligations of the Company, which bear interest at a fixed rate of 2.125% per annum, payable semiannually in arrears on February 15 and August 15 of each year. The 2028 Convertible Notes will mature on February 15, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date and do not contain financial maintenance covenants. The 2028 Convertible Notes are convertible at an initial conversion rate of 11.4681 shares of the Company’s common stock per $1,000 principal amount of the 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $87.20 per share of Common Stock. The conversion rate is subject to standard anti-dilutive adjustments and adjustments upon the occurrence of specified events.

The Company may not redeem the 2028 Convertible Notes prior to February 20, 2026. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at its option, on or after February 20, 2026 and prior to February 15, 2028, if the last reported sale price of its Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders of the 2028 Convertible Notes may convert all or a portion of their 2028 Convertible Notes at their option prior to November 15, 2027, in multiples of $1,000 principal amounts, only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter ended on March 31, 2023 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of the 2028 Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate in effect on each such trading day;

•if the Company calls any or all of the 2028 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events.

On or after November 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2028 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) DEBT (Continued)

Upon conversion, the 2028 Convertible Notes will be settled in cash up to the aggregate principal amount of the 2028 Convertible Notes to be converted, and in cash, shares of the Common Stock or a combination thereof, at the Company’s option, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Convertible Notes being converted. If the Company undergoes a fundamental change (as defined in the indenture governing the 2028 Convertible Notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2028 Convertible Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Convertible Note in connection with such corporate event or during the relevant redemption period.

As of June 30, 2025, the conditions allowing holders of the 2028 Convertible Notes to convert had been met and, therefore, the 2028 Convertible Notes were eligible for conversion at the option of the holders beginning on July 1, 2025 and ending at the close of business on September 30, 2025. Subsequent to September 26, 2025, the conditions allowing holders of the 2028 Convertible Notes to convert were no longer met as of September 30, 2025, and therefore, will not be eligible for optional conversion during the fourth calendar quarter of 2025. Any determination regarding the convertibility of the 2028 Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the 2028 Convertible Notes. As of September 26, 2025, the Company classified the 2028 Convertible Notes as a long-term liability given it had the intent and ability to refinance any amounts that may have come due from optional conversions by using available borrowing capacity under the Revolving Credit Facility.

The 2028 Convertible Notes are accounted for as a single liability measured at amortized cost. The discount and issuance costs related to the 2028 Convertible Notes are being amortized to interest expense over the contractual term of the 2028 Convertible Notes. As of September 26, 2025, the 2028 Convertible Notes had an effective interest rate of 2.76%.

Capped Call Transactions

2028 Capped Calls

In connection with the issuance of the 2028 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “2028 Capped Calls”) with certain financial institutions. The 2028 Capped Calls are expected generally to reduce the potential dilution to the Common Stock in connection with any conversion of the 2028 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2028 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the strike price of written warrants. The initial upper strike price of the 2028 Capped Calls is $108.59 per share and is subject to certain adjustments under the terms of the 2028 Capped Calls.

2030 Capped Calls

In connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped calls (the “2030 Capped Calls”) with certain financial institutions. The Company used $71.0 million of the net proceeds from the offering of the 2030 Convertible Notes to pay for the cost of the 2030 Capped Calls. The 2030 Capped Calls are expected generally to reduce the potential dilution to the Common Stock upon any conversion of the 2030 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2030 Convertible Notes, as the case may be, in the event that the market price per share of the Common Stock, as measured under the terms of the 2030 Capped Calls, is greater than the strike price of the 2030 Capped Calls, which initially corresponds to the conversion price of the 2030 Convertible Notes and is subject to customary anti-dilution adjustments. The initial upper strike price of the 2030 Capped Calls is $189.44 per share and is subject to customary anti-dilution adjustments under the terms of the 2030 Capped Calls.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(8.) STOCK-BASED COMPENSATION

The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee (the “Compensation Committee”) of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, performance awards, time-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.

Stock-based Compensation Expense

The classification of stock-based compensation expense was as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024



RSUs and PRSUs	$	4,931	$	6,091	$	17,467	$	18,582

Discontinued operations	—		24		—		147
Total stock-based compensation expense	$	4,931	$	6,115	$	17,467	$	18,729

Cost of sales	$	809	$	955	$	3,315	$	3,035
Selling, general and administrative	3,858		4,845		13,266		14,625
Research, development and engineering	260		276		907		872
Restructuring and other charges	4		15		(21)		50
Discontinued operations	—		24		—		147
Total stock-based compensation expense	$	4,931	$	6,115	$	17,467	$	18,729

Stock Options

The following table summarizes the Company’s stock option activity for the nine month period ended September 26, 2025:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)	Aggregate Intrinsic Value (In Millions)
Outstanding at December 31, 2024	130,083	$	39.63

Exercised	(106,971)	39.80

Outstanding and exercisable at September 26, 2025	23,112	$	38.84	1.3	$	1.4

Time-Based Restricted Stock Units

Most RSUs granted to employees during the nine months ended September 26, 2025 vest over a period of three years from the grant date, subject to the recipient’s continuous service to the Company. RSUs are issued to members of the Board as a portion of their annual retainer and vest quarterly over a period of one year. The grant-date fair value of all RSUs is equal to the closing market price of Integer common stock on the date of grant.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(8.) STOCK-BASED COMPENSATION (Continued)

The following table summarizes RSU activity for the nine month period ended September 26, 2025:


	Time-Vested Activity	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2024	313,404	$	88.36
Granted	144,623	132.93
Vested	(139,692)	88.94
Forfeited	(18,767)	106.26
Nonvested at September 26, 2025	299,568	$	108.48

Performance-Based Restricted Stock Units

For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned (0% to 200% of the target award) depends on the achievement of financial and market-based performance conditions. The financial performance conditions are based on the Company’s sales targets over a three year performance period. The market-based performance conditions are based on the Company’s achievement of a relative total shareholder return performance requirement, on a percentile basis, compared to a defined group of peer companies over a three year performance period.

The following table summarizes PRSU activity for the nine month period ended September 26, 2025:


	Performance- Vested Activity	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2024	237,898	$	88.95
Granted	65,974	149.99
Performance adjustment(a)	76,520	83.36
Vested	(153,040)	83.36
Forfeited	(11,074)	94.99
Nonvested at September 26, 2025	216,278	$	109.24

__________

(a)Represents additional PRSUs earned related to above-target achievement of performance conditions, the achievement of which was based upon predefined performance targets established by the Compensation Committee at the initial grant date.

The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market-based performance conditions. The grant-date fair value of all other PRSUs is equal to the closing market price of the Common Stock on the date of grant. The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:


	Nine Months Ended
	September 26, 2025			September 27, 2024
Weighted average fair value	$	162.62		$	117.96
Risk-free interest rate	4.29		%	4.13		%
Expected volatility	33		%	34		%
Expected life (in years)	3.0			3.0
Expected dividend yield	—		%	—		%

The valuation of the market-based PRSUs granted during 2025 and 2024 also reflects a weighted average illiquidity discount of 8.78% and 8.00%, respectively, related to the one-year and six-month period, respectively, that recipients are restricted from selling, transferring, pledging or assigning the underlying shares, in the event of vesting.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(9.) RESTRUCTURING AND OTHER CHARGES

Restructuring and other charges comprise the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Restructuring charges	$	702	$	714	$	2,003	$	3,031
Acquisition and integration costs	1,372		1,017		8,121		8,408
Other general expenses	6,247		83		6,253		(972)
Total restructuring and other charges	$	8,321	$	1,814	$	16,377	$	10,467

Restructuring programs

Operational excellence

The Company’s operational excellence initiatives mainly consist of costs associated with executing on its sales force, manufacturing, business process and performance excellence operational strategic imperatives. These projects focus on changing the Company’s organizational structure to match product line growth strategies and customer needs, transitioning its manufacturing process into a competitive advantage and standardizing and optimizing its business processes.

Strategic reorganization and alignment

The Company’s strategic reorganization and alignment initiatives primarily include those that align resources with market conditions and the Company’s strategic direction in order to enhance the profitability of its portfolio of products.

Manufacturing alignment to support growth

The Company’s manufacturing alignment to support growth initiatives are designed to reduce costs, improve operating efficiencies or increase capacity to accommodate growth, which may involve relocation or consolidation of manufacturing operations.

The following table comprises restructuring and restructuring-related charges (gains) by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Restructuring charges:
Restructuring and other charges	$	702	$	714	$	2,003	$	3,031
Restructuring-related expenses(a):
Cost of sales	2,275		869		4,115		1,599
Selling, general and administrative	(228)		331		314		937
Research, development and engineering	—		2		(6)		171
Total restructuring and restructuring-related charges	$	2,749	$	1,916	$	6,426	$	5,738

__________

(a) Restructuring-related expenses primarily include retention bonuses, consulting expenses, professional fees and equipment relocation costs.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(9.) RESTRUCTURING AND OTHER CHARGES (Continued)

The following table summarizes the activity for restructuring reserves (in thousands):


	Operational excellence		Strategic reorganization and alignment		Manufacturing alignment to support growth		Total
December 31, 2024	$	690	$	115	$	—	$	805
Charges incurred, net of reversals	674		579		750		2,003
Cash payments	(1,206)		(677)		(700)		(2,583)

September 26, 2025	$	158	$	17	$	50	$	225

Acquisition and integration costs

Acquisition and integration costs primarily consist of professional fees directly related to business acquisitions and costs to integrate the systems, processes and organizations acquired. During the nine months ended September 26, 2025, acquisition and integration costs primarily related to the Precision and VSi acquisitions. In addition, acquisition and integration costs for the three and nine months ended September 26, 2025, included benefits of $0.4 million and $0.7 million, respectively, to adjust the fair value of acquisition-related contingent consideration liabilities. During the nine months ended September 27, 2024, acquisition and integration costs primarily related to the Pulse and InNeuroCo acquisitions. See Note 14 “Financial Instruments and Fair Value Measurements” for additional information related to the fair value measurement of the contingent consideration.

Other general expenses

During the three and nine months ended September 26, 2025, the Company incurred $6.2 million of expense related to termination benefits from actions to align labor with manufacturing volumes. During the nine months ended September 27, 2024, the Company recorded $1.2 million of loss recoveries relating to property damage which occurred in the fourth quarter of 2023 at one of its manufacturing facilities. Other general expenses for the nine months ended September 26, 2025 and September 27, 2024 also includes gains and losses in connection with the disposal of property, plant and equipment.

(10.) INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.


	Three Months Ended						Nine Months Ended
	September 26, 2025			September 27, 2024			September 26, 2025			September 27, 2024

Income from continuing operations before taxes	$	45,992		$	43,424		$	78,589		$	108,305
Provision for income taxes	6,314			7,142			24,367			20,225
Effective tax rate	13.7		%	16.4		%	31.0		%	18.7		%

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(10.) INCOME TAXES (Continued)

The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the third quarter of 2025 is due principally to the net impact of the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S. federal rate, the Global Intangible Low-Taxed Income (“GILTI”) tax, the Foreign Derived Intangible Income (“FDII”) deduction, the availability of tax credits and the recognition of certain discrete tax items. The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the first nine months of 2025 is due principally to the impact of the 2028 Convertible Notes Exchange Transactions, including the nondeductible induced conversion expense and reduction of future original issue discount amortization for U.S. income tax purposes. To a lesser extent, the remaining difference between the Company’s effective tax rate and the U.S. federal statutory income tax rate are consistent with the differences recognized in the third quarter and first nine months of 2024 and consist of the net impact of the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S. federal rate, the GILTI tax, the FDII deduction, the availability of tax credits and the recognition of certain discrete tax items.

For the third quarter and first nine months of 2025, the Company recorded discrete tax benefits of $2.3 million and $4.5 million, respectively. The net discrete tax benefits for the third quarter and first nine months of 2025 relate predominately to favorable return to provision adjustments attributable to the 2024 U.S. tax return. The remainder of the discrete tax benefits relate predominately to excess tax benefits from stock-based compensation, net of deductibility limitations. For the third quarter and first nine months of 2024, the Company recorded discrete tax benefits of $1.6 million and $1.9 million, respectively. The net discrete tax benefits for the third quarter and first nine months of 2024 predominately related to favorable return to provision adjustments attributable to the 2023 U.S. tax return. The remainder of the discrete tax amounts relate predominately to excess tax benefits, net of deductibility limitations, recognized upon vesting of RSUs, partially offset by tax expense from shortfalls recorded for the forfeiture of certain PRSUs, as well as unfavorable return to provision adjustments attributable to certain foreign tax returns for the 2023 tax year.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. The Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries. The Company’s 2025 provision for income taxes includes the impact of the Pillar Two 15% Global Minimum Tax.

Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements. As of September 26, 2025, the Company had unrecognized tax benefits of approximately $6.4 million, substantially all of which would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized. As of September 26, 2025, the Company believes it is reasonably possible that a reduction of approximately $4.0 million of the balance of unrecognized tax benefits may occur within the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA”) enacting a broad range of tax reform provisions, including extending and modifying certain key domestic and international Tax Cuts & Jobs Act provisions. Only certain provisions will have current-year financial reporting implications due to varying effective dates and discretionary elections. The Company is currently evaluating the OBBBA and does not anticipate a material impact to the condensed consolidated financial statements.

(11.) COMMITMENTS AND CONTINGENCIES

Contingent Consideration Arrangements

The Company records contingent consideration liabilities related to the earn-out provisions for certain acquisitions. See Note 14, “Financial Instruments and Fair Value Measurements” for additional information.

Litigation

The Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(12.) EARNINGS PER SHARE (“EPS”)

The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Numerator for basic and diluted EPS:
Income from continuing operations	$	39,678	$	36,282	$	54,222	$	88,080
Loss from discontinued operations	—		(843)		(22)		(887)
Net income	$	39,678	$	35,439	$	54,200	$	87,193

Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic	35,081		33,656		34,689		33,579
Dilutive effect of share-based awards	258		492		320		485
Dilutive impact of Convertible Notes	269		1,643		746		1,377
Weighted average shares outstanding - Diluted	35,608		35,791		35,755		35,441

Basic earnings per share:
Income from continuing operations	$	1.13	$	1.08	$	1.56	$	2.62
Loss from discontinued operations	—		(0.03)		—		(0.03)
Basic earnings per share	$	1.13	$	1.05	$	1.56	$	2.60

Diluted earnings per share:
Income from continuing operations	$	1.11	$	1.01	$	1.52	$	2.49
Loss from discontinued operations	$	—	$	(0.02)	$	—	$	(0.03)
Diluted earnings per share	$	1.11	$	0.99	$	1.52	$	2.46

The following table sets forth potential shares of Common Stock that are not included in the diluted earnings per share calculation above because to do so would be anti-dilutive for the periods indicated (in thousands):


	Three Months Ended		Nine Months Ended
	September 26, 2025	September 27, 2024	September 26, 2025	September 27, 2024

RSUs	94	1	255	1
PRSUs	56	41	106	41
Common Stock issuable upon conversion of the 2028 Convertible Notes	—	—	550	—

The dilutive effect for the Company's 2028 Convertible Notes and 2030 Convertible Notes (collectively, “Convertible Notes”) is calculated using the if-converted method. The Company is required, pursuant to the indentures governing the Convertible Notes, to settle the principal amount of the Convertible Notes in cash and may elect to settle the remaining conversion obligation (the in-the-money portion) in cash, shares of the Common Stock, or a combination thereof. Because the principal amount of the Convertible Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the Convertible Notes. During the three and nine months ended September 26, 2025, the potential conversion of the 2030 Convertible Notes was not included in the diluted earnings per share calculation because the average closing price of the Company's common stock for the applicable periods, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $150.96.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(13.) STOCKHOLDERS’ EQUITY

Common Stock

The following is a summary of the number of shares of Common Stock issued and outstanding for the nine month periods ended September 26, 2025 and September 27, 2024:


	Issued	Treasury Stock	Outstanding
Beginning balance at December 31, 2024	33,546,262	(6)	33,546,256
Stock options exercised	102,179	—	102,179
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes	240,460	—	240,460
Stock issued upon conversion of convertible debt	1,553,852	—	1,553,852
Exercise of capped call upon conversion of convertible debt	—	(436,984)	(436,984)
Stock issued for acquisition	32,393	—	32,393
Ending balance at September 26, 2025	35,475,146	(436,990)	35,038,156

Beginning balance at December 31, 2023	33,329,648	—	33,329,648
Stock options exercised	23,981	—	23,981
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes	187,846	—	187,846
Stock issued upon conversion of convertible debt	5	—	5
Exercise of capped call upon conversion of convertible debt	—	(2)	(2)
Ending balance at September 27, 2024	33,541,480	(2)	33,541,478

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) (“AOCI”) comprises the following (in thousands):


	Defined Benefit Plan Liability		Cash Flow Hedges		Foreign Currency Translation Adjustment		Total Pre-Tax Amount		Tax		Net-of-Tax Amount
June 27, 2025	$	67	$	6,488	$	58,662	$	65,217	$	(1,367)	$	63,850
Unrealized gain on cash flow hedges	—		2,238		—		2,238		(470)		1,768
Realized gain on foreign currency hedges	—		(2,677)		—		(2,677)		563		(2,114)

Foreign currency translation loss	—		—		(1,857)		(1,857)		—		(1,857)

September 26, 2025	$	67	$	6,049	$	56,805	$	62,921	$	(1,274)	$	61,647

December 31, 2024	$	67	$	(6,482)	$	(8,985)	$	(15,400)	$	1,357	$	(14,043)
Unrealized gain on cash flow hedges	—		14,916		—		14,916		(3,132)		11,784
Realized gain on foreign currency hedges	—		(2,385)		—		(2,385)		501		(1,884)

Foreign currency translation gain	—		—		65,790		65,790		—		65,790

September 26, 2025	$	67	$	6,049	$	56,805	$	62,921	$	(1,274)	$	61,647

The foreign currency translation gain for the nine month periods ended September 26, 2025, was due to the strengthening in value of the Euro against the U.S. Dollar.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(13.) STOCKHOLDERS’ EQUITY (Continued)


	Defined Benefit Plan Liability		Cash Flow Hedges		Foreign Currency Translation Adjustment		Total Pre-Tax Amount		Tax		Net-of-Tax Amount
June 28, 2024	$	(28)	$	(708)	$	1,180	$	444	$	170	$	614
Unrealized loss on cash flow hedges	—		(2,555)		—		(2,555)		537		(2,018)
Realized loss on foreign currency hedges	—		699		—		699		(147)		552

Foreign currency translation gain	—		—		27,335		27,335		—		27,335

September 27, 2024	$	(28)	$	(2,564)	$	28,515	$	25,923	$	560	$	26,483

December 31, 2023	$	(28)	$	2,153	$	18,529	$	20,654	$	(431)	$	20,223
Unrealized loss on cash flow hedges	—		(4,546)		—		(4,546)		955		(3,591)
Realized gain on foreign currency hedges	—		(171)		—		(171)		36		(135)

Foreign currency translation gain	—		—		9,986		9,986		—		9,986

September 27, 2024	$	(28)	$	(2,564)	$	28,515	$	25,923	$	560	$	26,483

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.

The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and may use derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets.

The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):


	Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 26, 2025

Assets: Foreign currency hedging contracts	$	6,049	$	—	$	6,049	$	—


Liabilities: Contingent consideration	2,785		—		—		2,785

December 31, 2024



Liabilities: Foreign currency hedging contracts	$	6,482	$	—	$	6,482	$	—
Liabilities: Contingent consideration	904		—		—		904

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Derivatives Designated as Hedging Instruments

Foreign Currency Contracts

The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges.

Information regarding outstanding foreign currency forward contracts as of September 26, 2025 is as follows (dollars in thousands):


Notional Amount		Maturity Date	$/Foreign Currency		Fair Value		Balance Sheet Location
$	26,276	Jul 2026	1.1252	Euro	$	1,224	Prepaid expenses and other current assets

6,722		Jul 2026	0.0236	UYU Peso	437		Prepaid expenses and other current assets
2,782		Jul 2026	0.2338	MYR Ringgit	51		Prepaid expenses and other current assets
56,588		Sep 2026	0.0499	MXN Peso	4,255		Prepaid expenses and other current assets
4,261		Dec 2026	0.0508	MXN Peso	82		Other long-term assets

Information regarding outstanding foreign currency forward contracts as of December 31, 2024 is as follows (dollars in thousands):


Notional Amount		Maturity Date	$/Foreign Currency		Fair Value		Balance Sheet Location
$	60,589	Dec 2025	1.0831	Euro	$	1,950	Accrued expenses and other current liabilities
10,690		Dec 2025	0.0248	UYU Peso	248		Accrued expenses and other current liabilities
51,341		Dec 2025	0.0566	MXN Peso	3,893		Accrued expenses and other current liabilities
10,322		Jul 2026	0.0566	MXN Peso	391		Other long-term liabilities

The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 26, 2025 and September 27, 2024 (in thousands):


	Three Months Ended
	September 26, 2025				September 27, 2024
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Sales	$	467,691	$	1,274	$	431,417	$	163
Cost of sales	341,531		1,403		314,849		(841)
Operating expenses	69,721		—		58,557		(21)



	Nine Months Ended
	September 26, 2025				September 27, 2024
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity		Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Sales	$	1,381,577	$	1,416	$	1,267,099	$	97
Cost of sales	1,005,947		987		924,881		(35)
Operating expenses	210,301		(18)		191,012		109

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)


	Unrealized Gain (Loss) Recognized in OCI				Realized Gain (Loss) Reclassified from AOCI
	Three Months Ended				Location in Statements of Operations and Comprehensive Income	Three Months Ended
	September 26, 2025		September 27, 2024			September 26, 2025		September 27, 2024

Foreign exchange contracts	$	(156)	$	739	Sales	$	1,274	$	163
Foreign exchange contracts	2,519		(3,104)		Cost of sales	1,403		(841)
Foreign exchange contracts	(125)		(190)		Operating expenses	—		(21)

	Nine Months Ended				Location in Statements of Operations and Comprehensive Income	Nine Months Ended
	September 26, 2025		September 27, 2024			September 26, 2025		September 27, 2024

Foreign exchange contracts	$	4,590	$	(815)	Sales	$	1,416	$	97
Foreign exchange contracts	10,152		(3,597)		Cost of sales	987		(35)
Foreign exchange contracts	174		(134)		Operating expenses	(18)		109

The Company expects to reclassify net gains totaling $6.0 million related to its cash flow hedges from AOCI into earnings during the next twelve months.

Derivatives Not Designated as Hedging Instruments

The Company also has foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. To minimize foreign currency exposure, the Company enters into foreign currency contracts with a one month maturity. At September 26, 2025 and December 31, 2024, the Company had total notional amounts of $110.7 million and $33.0 million, respectively, of foreign currency contracts outstanding that were not designated as hedges. The fair value of derivatives not designated as hedges was not material for any period presented. Gains/losses on foreign currency contracts not designated as hedging instruments are included in Other loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company recorded losses of $0.3 million and $2.1 million, respectively, for the three and nine months ended September 26, 2025, compared to net gains of $1.0 million and losses of $0.2 million, respectively, for the three and nine months ended September 27, 2024.

Contingent Consideration

The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and nine months ended September 26, 2025 and September 27, 2024 (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Fair value measurement at beginning of period	$	3,136	$	4,454	$	904	$	876
Amount recorded for current year acquisitions	—		—		2,541		3,578
Fair value measurement adjustment	(351)		—		(660)		—


Fair value measurement at end of period	$	2,785	$	4,454	$	2,785	$	4,454

As of September 26, 2025, the current and non-current portions of the contingent consideration liability were $1.4 million and $1.4 million, respectively, and included in Accrued expenses and other current liabilities and Other long-term liabilities, respectively, on the Condensed Consolidated Balance Sheets. As of December 31, 2024, the contingent consideration liability was non-current and included in Other long-term liabilities.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The contingent consideration at September 26, 2025 is the estimated fair value of the Company’s remaining obligations under the purchase agreements for Precision, VSi, Pulse, and InNeuroCo, to make additional payments if certain revenue goals are met. The Company assessed the probability of meeting the required revenue thresholds on certain acquisitions as unlikely and, during the three and nine months ended September 26, 2025, recorded fair value measurement adjustments of $0.4 million and $0.7 million, respectively, in Restructuring and other charges in the Condensed Consolidated Statements of Operations and Comprehensive Income. The fair value of the contingent consideration liability relating to the acquisition of Precision was $1.4 million at the date of acquisition and at September 26, 2025. The fair value of the contingent consideration liability relating to the acquisition of VSi was $1.1 million at the date of acquisition and $0.8 million at September 26, 2025. See Note 2, “Business Acquisitions,” for additional information about the Precision, VSi and Pulse acquisitions and related contingent consideration.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items.

Borrowings under the Company’s Revolving Credit Facility and TLA Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.

As of September 26, 2025 and December 31, 2024, the estimated fair value of the 2028 Convertible Notes was approximately $150 million and $800 million, respectively. As of September 26, 2025, the estimated fair value of the 2030 Convertible Notes was approximately $969 million.

The estimated fair value of the Convertible Notes was determined through consideration of quoted market prices. The fair value of the Convertible Notes is categorized in Level 2 of the fair value hierarchy.

Equity Investments

The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.

Equity investments comprise the following (in thousands):


	September 26, 2025		December 31, 2024
Equity method investment	$	7,382	$	7,237
Non-marketable equity securities	180		180
Total equity investments	$	7,562	$	7,417

The components of Gain on equity investments for each period were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Equity method investment gain	$	(50)	$	(1,153)	$	(223)	$	(2,282)
Impairment charges	—		247		—		247

Gain on equity investments	$	(50)	$	(906)	$	(223)	$	(2,035)

During the nine months ended September 26, 2025, the Company received a cash distribution representing a return of capital on its equity method investment of $0.1 million. During the third quarter of 2024 the Company determined that an investment in one of its non-marketable equity securities was impaired and recorded an impairment charge of $0.3 million. The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of September 26, 2025, the Company owned 7.6% of this fund.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(15.) SEGMENTS AND DISAGGREGATED REVENUE

The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated income from continuing operations to make key operating decisions, including resource allocations and performance assessments. Refer to the Condensed Consolidated Statement of Operations and Comprehensive Income for financial results of the Company’s operating segment.

The following table presents Property, Plant and Equipment (“PP&E”) by geographic area. In these tables, PP&E is aggregated based on the physical location of the tangible long-lived assets (in thousands):


	September 26, 2025		December 31, 2024
Long-lived tangible assets by geographic area:
United States	$	287,338	$	260,220
Ireland	158,809		139,889
Mexico	41,868		37,838

Rest of world	28,988		27,851
Total	$	517,003	$	465,798

The following table presents sales by product line (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024


Cardio & Vascular	$	277,149	$	241,009	$	822,875	$	694,278
Cardiac Rhythm Management & Neuromodulation	169,156		165,094		501,499		490,086
Other Markets	21,386		25,314		57,203		82,735



Total sales	$	467,691	$	431,417	$	1,381,577	$	1,267,099

Revenue recognized from products and services transferred to customers over time represented 33% of total revenue for both the three and nine months ended September 26, 2025, compared to 30% and 32%, respectively, for the three and nine months ended September 27, 2024.

The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of total revenues.


	Three Months Ended		Nine Months Ended
	September 26, 2025	September 27, 2024	September 26, 2025	September 27, 2024

Customer A	19%	19%	20%	17%
Customer B	15%	15%	15%	16%
Customer C	15%	13%	15%	14%






All other customers	51%	53%	50%	53%

The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of total revenues are shipped.


	Three Months Ended		Nine Months Ended
	September 26, 2025	September 27, 2024	September 26, 2025	September 27, 2024
United States	54%	56%	53%	57%







All other countries	46%	44%	47%	43%

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(15.) SEGMENTS AND DISAGGREGATED REVENUE (Continued)

Contract Balances

The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):


	September 26, 2025		December 31, 2024

Contract assets	$	107,106	$	103,772
Contract liabilities (included in Accrued expenses and other current liabilities)	4,422		4,440
Contract liabilities (included in Other long-term liabilities)	3,707		4,398

During the three and nine months ended September 26, 2025, the Company recognized $0.9 million and $2.7 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2024. During the three and nine months ended September 27, 2024, the Company recognized $1.1 million and $3.9 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2023.

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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, 2024. 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, and Section 21E of the Securities Exchange Act of 1934, as amended, 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:

•our ability to execute our business model and our business strategy;

•the timing for final sales of our Portable Medical 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 not guarantees 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.

Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:

•operational risks, such as our dependence upon a limited number 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; 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 dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; global climate change and the emphasis on Environmental, Social and Governance matters by various stakeholders; our dependence upon our senior management team and key technical personnel; and consolidation in the healthcare industry resulting in greater competition;

•strategic risks, such as the intense competition we face and our ability to successfully market our products; 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;

•financial and indebtedness risks, such as our ability to accurately forecast future performance based on operating results that often fluctuate; 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 Convertible Notes (as defined below) and the 2030 Convertible Notes (as defined below), adversely impacting our liquidity; the conversion of our 2028 Convertible Notes, diluting ownership interests of existing holders of our common stock; the counterparty risk associated with our capped call transactions; the financial and market risks related to our international sales and operations; our complex international tax profile; and our ability to realize the full value of our intangible assets;

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

•legal and compliance risks, such as 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 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.

Our Business

Integer Holdings Corporation is one of the largest medical device contract development and manufacturing organizations in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and original equipment manufacturers (“OEMs”), we are committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions.

We operate our business in one segment and derive our revenues from three product lines: Cardio & Vascular, Cardiac Rhythm Management & Neuromodulation, and Other Markets.

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, elevated interest rates, disruptions in the commodities’ markets as a result of the conflict between Russia and Ukraine and conflicts in the Middle East, including Israel and Iran, 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.

2030 Convertible Notes Issuance and 2028 Convertible Notes Exchange Transactions

On March 18, 2025, we issued $1.0 billion in aggregate principal amount of 1.875% Convertible Senior Notes due in 2030 (the “2030 Convertible Notes”). The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers' discounts and commissions and debt issuance costs, were $976.1 million. We used $71.0 million of the net proceeds from the offering to fund the cost of entering into capped call transactions relating to the 2030 Convertible Notes.

We used a portion of the remaining net proceeds from the issuance of the 2030 Convertible Notes to exchange $383.7 million in aggregate principal amount of our outstanding 2.125% Convertible Senior Notes due in 2028 (the “2028 Convertible Notes”) for an aggregate cash exchange consideration of $384.4 million in cash and 1,553,806 shares of Common Stock (the “Note Exchange Transactions”). The Note Exchange Transactions were considered an induced conversion and, as a result, we recorded $46.7 million during the three months ended March 28, 2025 in induced conversion expense within Other loss, net in the Condensed Consolidated Statements of Operations and Comprehensive Income. Contemporaneously with the Note Exchange Transactions, we terminated a portion of the capped call transactions related to the 2028 Convertible Notes and received 436,963 shares of Common Stock. We allotted the remainder of the net proceeds to pay the down our revolving credit facility (the “Revolving Credit Facility”) and five-year “term A” loan (the “TLA Facility”).

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

See Note 7, “Debt,” of the Notes to the Consolidated Financial Statements contained in Item 1 of this report for additional information about these transactions.

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.

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. Based in Massachusetts, Precision has additional locations in the New England area and an additional facility in Costa Rica.

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”). Headquartered in Colorado, prior to the acquisition, VSi was a privately-held full-service provider of parylene coating solutions, primarily focused on complex medical device applications.

Consistent with our tuck-in acquisition strategy, the acquisitions of Precision and VSi further increase our service offerings to include differentiated and proprietary coatings capabilities that position us to better meet customers’ evolving needs. 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 these acquisitions.

Market Exit

During 2022, we announced plans to exit our portable medical market (the “Portable Medical Exit”) 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. The Portable Medical Exit will be completed with the final sales and market exit occurring during the fourth quarter of 2025. Portable Medical sales are included in our Other Markets product line sales.

Discontinued Operations

On October 31, 2024, we completed the sale of our wholly-owned subsidiary Electrochem Solutions, Inc. (“Electrochem”), which focused on nonmedical applications for the energy, military and environmental sectors. As a result of the Electrochem divestiture, the results of operations of the Electrochem business have been classified as discontinued operations for all periods presented. Loss from discontinued operations for the third quarters and first nine months of 2025 and 2024 were not material.

All results and information presented exclude discontinued operations unless otherwise noted. Refer to Note 3, “Discontinued Operations” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information on the divestiture of Electrochem and discontinued operations.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Financial Overview

Income from continuing operations for the third quarter and first nine months of 2025 was $39.7 million, or $1.11 per diluted share, and $54.2 million, or $1.52 per diluted share, respectively, compared to $36.3 million, or $1.01 per diluted share, and $88.1 million, or $2.49 per diluted share for the third quarter and first nine months of 2024, respectively. These variances are primarily the result of the following:

•Sales for the third quarter and first nine months of 2025 increased $36.3 million and $114.5 million, respectively, when compared to the same periods in 2024, driven by strong demand, new product ramps, growth from emerging customers with PMA (premarket approval) products and contributions from our recent acquisitions.

•Gross profit for the third quarter and first nine months of 2025 increased $9.6 million and $33.4 million, respectively, primarily from higher sales volume, efficiencies gained from the continued improvement in the supply chain, and contributions from our recent acquisitions.

•Operating expenses for the third quarter and first nine months of 2025 increased $11.2 million and $19.3 million, respectively, when compared to the same periods in 2024, primarily due to higher SG&A expenses. Operating expenses as a percentage of sales were 14.9% and 13.6% for the third quarters of 2025 and 2024, respectively, and 15.2% and 15.1% for the first nine months of 2025 and 2024, respectively.

•Interest expense for the third quarter and first nine months of 2025 decreased $5.2 million and $9.2 million, respectively, compared to the same periods in 2024, primarily due to lower interest rates on our outstanding borrowings, partially offset by higher average debt balance outstanding and higher losses from extinguishment of debt.

•During the third quarter and first nine months of 2025 we recognized net gains from our equity investments of $0.1 million and $0.2 million, respectively, compared to net gains of $0.9 million and $2.0 million, respectively, for the third quarter and first nine months of 2024. Gains and losses on equity investments are generally unpredictable in nature.

•Other loss, net for the third quarter and first nine months of 2025 were net losses of $1.1 million and $53.0 million, respectively, compared to net losses of $0.9 million and $1.8 million, respectively, for the third quarter and first nine months of 2024. 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 Convertible Notes.

•We recorded provisions for income taxes for the third quarter and first nine months of 2025 of $6.3 million and $24.4 million, respectively, compared with provisions for income taxes of $7.1 million and $20.2 million, respectively, for the third quarter and first nine months of 2024. 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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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

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
	September 26,			September 27,			Change
	2025			2024			$		%
Product Line Sales:
Cardio & Vascular	$	277,149		$	241,009		$	36,140	15.0	%
Cardiac Rhythm Management & Neuromodulation	169,156			165,094			4,062		2.5	%
Other Markets	21,386			25,314			(3,928)		(15.5)	%


Total sales	467,691			431,417			36,274		8.4	%
Cost of sales	341,531			314,849			26,682		8.5	%
Gross profit	126,160			116,568			9,592		8.2	%
Gross profit as a % of sales	27.0		%	27.0		%
Operating expenses:
Selling, general and administrative (“SG&A”)	50,451			44,820			5,631		12.6	%
SG&A as a % of sales	10.8		%	10.4		%
Research, development and engineering (“RD&E”)	10,949			11,923			(974)		(8.2)	%
RD&E as a % of sales	2.3		%	2.8		%
Restructuring and other charges	8,321			1,814			6,507		NM
Total operating expenses	69,721			58,557			11,164		19.1	%
Operating income	56,439			58,011			(1,572)		(2.7)	%
Operating expense as a % of sales	14.9		%	13.6		%
Operating income as a % of sales	12.1		%	13.4		%
Interest expense	9,367			14,577			(5,210)		(35.7)	%
Gain on equity investments	(50)			(906)			856		(94.5)	%
Other loss, net	1,130			916			214		NM
Income from continuing operations before taxes	45,992			43,424			2,568		5.9	%
Provision for income taxes	6,314			7,142			(828)		(11.6)	%
Effective tax rate	13.7		%	16.4		%
Income from continuing operations	$	39,678		$	36,282		$	3,396	9.4	%
Income from continuing operations as a % of sales	8.5		%	8.4		%
Diluted earnings per share from continuing operations	$	1.11		$	1.01		$	0.10	9.9	%

NM - Calculated change not meaningful.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS



	Nine Months Ended
	September 26,			September 27,			Change
	2025			2024			$		%
Product Line Sales:
Cardio & Vascular	$	822,875		$	694,278		$	128,597	18.5	%
Cardiac Rhythm Management & Neuromodulation	501,499			490,086			11,413		2.3	%
Other Markets	57,203			82,735			(25,532)		(30.9)	%


Total Sales	1,381,577			1,267,099			114,478		9.0	%
Cost of sales	1,005,947			924,881			81,066		8.8	%
Gross profit	375,630			342,218			33,412		9.8	%
Gross profit as a % of sales	27.2		%	27.0		%
Operating expenses:
SG&A	154,534			137,734			16,800		12.2	%
SG&A as a % of sales	11.2		%	10.9		%
RD&E	39,390			42,811			(3,421)		(8.0)	%
RD&E as a % of sales	2.9		%	3.4		%
Restructuring and other charges	16,377			10,467			5,910		56.5	%
Total operating expenses	210,301			191,012			19,289		10.1	%
Operating income	165,329			151,206			14,123		9.3	%
Operating expense as a % of sales	15.2		%	15.1		%
Operating income as a % of sales	12.0		%	11.9		%
Interest expense	33,926			43,140			(9,214)		(21.4)	%
Gain on equity investments	(223)			(2,035)			1,812		(89.0)	%
Other loss, net	53,037			1,796			51,241		NM
Income from continuing operations before taxes	78,589			108,305			(29,716)		(27.4)	%
Provision for income taxes	24,367			20,225			4,142		20.5	%
Effective tax rate	31.0		%	18.7		%
Income from continuing operations	$	54,222		$	88,080		$	(33,858)	(38.4)	%
Income from continuing operations as a % of sales	3.9		%	7.0		%
Diluted earnings per share from continuing operations	$	1.52		$	2.49		$	(0.97)	(39.0)	%

NM - Calculated change not meaningful.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Product Line Sales

For the third quarter and first nine months of 2025, Cardio & Vascular (“C&V”) sales increased $36.1 million, or 15%, and $128.6 million, or 19%, respectively, versus the comparable 2024 periods. The increases in C&V sales for the third quarter and first nine months of 2025 were driven by new product ramps in electrophysiology, acquisitions, and strong customer demand in neurovascular. C&V sales for the third quarter and first nine months of 2025 included $14.9 million and $42.1 million, respectively, of aggregate sales from the recent Precision and VSi acquisitions. Foreign currency exchange rate fluctuations increased C&V sales for the third quarter and first nine months of 2025 by $0.8 million and $1.2 million, in comparison to the 2024 periods, primarily due to U.S. dollar fluctuations relative to the Euro.

For the third quarter and first nine months of 2025, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $4.1 million, or 2%, and $11.4 million, or 2%, respectively, versus the comparable 2024 periods, driven by strong growth in emerging neuromodulation customers with PMA (pre-market approval) products, normalized cardiac rhythm management growth, and the final quarters of the planned decline of an early spinal cord stimulation neuromodulation finished implantable pulse generator (non-emerging) customer, announced in 2020. Foreign currency exchange rate fluctuations did not have a material impact on CRM&N sales during the third quarter and first nine months of 2025 in comparison to 2024.

Other Markets sales for the third quarter and first nine months of 2025 decreased $3.9 million, or 16%, and decreased $25.5 million or 31%, respectively, versus the comparable 2024 periods, driven by execution of 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 2025 in comparison to the 2024 periods.

Gross Profit


	Three Months Ended						Nine Months Ended
	September 26, 2025			September 27, 2024			September 26, 2025		September 27, 2024
Gross profit (in thousands)	$	126,160		$	116,568		375,630		342,218
Gross margin	27.0		%	27.0		%	27.2	%	27.0	%

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 depending on the factors described above.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

SG&A Expenses

Changes to SG&A expenses from the prior year periods were due to the following (in thousands):


	Three Months Ended
	September 26, 2025		September 27, 2024		Change
Compensation and benefits(a)	$	25,108	$	23,379	$	1,729
Depreciation and amortization expense(b)	12,831		10,061		2,770
Professional fees(c)	4,841		4,189		652
Contract services(d)	4,498		3,573		925
Travel and entertainment	573		486		87
Bank fees and charges	1,141		905		236
All other SG&A	1,459		2,227		(768)
Total SG&A expense	$	50,451	$	44,820	$	5,631



	Nine Months Ended
	September 26, 2025		September 27, 2024		Change
Compensation and benefits(a)	$	80,522	$	72,311	$	8,211
Depreciation and amortization expense(b)	37,316		32,025		5,291
Professional fees(c)	12,641		11,694		947
Contract services(d)	12,565		10,464		2,101
Travel and entertainment	2,554		2,069		485
Bank fees and charges	2,886		2,594		292
All other SG&A	6,050		6,577		(527)
Total SG&A expense	$	154,534	$	137,734	$	16,800

__________

(a)Compensation and benefits increased primarily due to annual merit increases and an increase in headcount related to the recent Precision and VSi acquisitions.

(b)Depreciation and amortization expense increased due to amortization of customer list intangible assets related to recent acquisitions.

(c)Professional fees increased due to higher legal and consulting fees.

(d)Contract services expense increased primarily due to higher software costs from information technology enhancements.

RD&E

RD&E expense for the third quarter and first nine months of 2025 was $10.9 million and $39.4 million, respectively, compared to $11.9 million and $42.8 million, respectively, for the third quarter and first nine months of 2024. The decrease in RD&E expense during the third quarter and first nine months of 2025 compared to the same periods in 2024 is primarily due to the timing of program milestone achievements for customer funded programs. RD&E expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Restructuring and Other Charges

We continuously evaluate our business and identify opportunities to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs. To realize the benefits associated with these opportunities, we undertake restructuring-type activities to transform our business. We incur costs associated with these activities, which primarily include exit and disposal costs and other costs directly related to the restructuring initiative. Restructuring charges include exit and disposal costs from these activities. In addition, from time to time, we incur costs associated with acquiring and integrating businesses, and certain other general expenses, including asset impairments.

Restructuring and other charges comprise the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Restructuring charges(a)	$	702	$	714	$	2,003	$	3,031
Acquisition and integration costs(b)	1,372		1,017		8,121		8,408
Other general expenses(c)	6,247		83		6,253		(972)
Total restructuring and other charges	$	8,321	$	1,814	$	16,377	$	10,467

__________

(a)Restructuring charges for the first nine months of 2025 and 2024 primarily consist of costs associated with our strategic reorganization and alignment and manufacturing alignment to support growth initiatives.

(b)Amounts for the first nine months of 2025 primarily include acquisition expenses related to the Precision and VSi acquisitions. In addition, acquisition and integration costs for the first nine months of 2025 included a benefit of $0.7 million to adjust the fair value of acquisition-related contingent consideration liabilities. Amounts for the first nine months of 2024 primarily included acquisition expenses related to the InNeuroCo and Pulse acquisitions.

(c)Amounts for 2025 include $6.2 million primarily related to termination benefits from actions to align labor with manufacturing volumes. Amount for the first nine months of 2024 includes loss recoveries of $1.2 million recorded during the second quarter of 2024 relating to property damage which occurred in the fourth quarter of 2023 at one of our manufacturing facilities. Amounts for both years also include gains and losses in connection with the disposal of property, plant and equipment.

Refer to Note 9, “Restructuring and Other Charges” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information regarding these initiatives.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Interest Expense

Information relating to our interest expense is as follows (dollars in thousands):


	Three Months Ended
	September 26, 2025				September 27, 2024				Change
	Amount		Rate		Amount		Rate		Amount		Rate (bp)
Contractual interest expense	$	7,390	2.39	%	$	13,276	4.94	%	$	(5,886)	(255)

Amortization of deferred debt issuance costs and original issue discount	1,612		0.58		1,093		0.45		519		13
Losses from extinguishment of debt	—		—		—		—		—		—
Interest expense on borrowings	9,002		2.97	%	14,369		5.39	%	(5,367)		(242)
Other interest expense	365				208				157
Total interest expense	$	9,367			$	14,577			$	(5,210)



	Nine Months Ended
	September 26, 2025				September 27, 2024				Change
	Amount		Rate		Amount		Rate		Amount		Rate (bp)
Contractual interest expense	$	27,507	2.95	%	$	39,672	4.89	%	$	(12,165)	(194)

Amortization of deferred debt issuance costs and original issue discount	4,372		0.52		2,962		0.41		1,410		11
Losses from extinguishment of debt	867		0.09		—		—		867		9
Interest expense on borrowings	32,746		3.56	%	42,634		5.30	%	(9,888)		(174)
Other interest expense	1,180				506				674
Total interest expense	$	33,926			$	43,140			$	(9,214)

During 2025, contractual interest expense has decreased due to a lower weighted average interest rate, partially offset by a higher average debt balance outstanding and, on a year-to-date basis, higher losses from extinguishment of debt. The favorable weighted average interest rate is due to the replacement of some of our higher variable rate debt with lower fixed rate debt through issuance of the 2030 Convertible Notes. The higher average debt balance outstanding is primarily the result of borrowings to fund the Precision and VSi acquisitions.

Other components of interest expense on borrowings include non-cash amortization and write-off (losses from extinguishment of debt) of deferred debt issuance costs and original issue discount. Amortization of deferred debt issuance costs and original issue discount increased during the third quarter and first nine months 2025 compared to the same periods in 2024 as a result of higher unamortized balances related to new debt. The losses from extinguishment of debt during the first nine months of 2025 were related to prepayments of portions of the TLA Facility, primarily in connection with issuance of our 2030 Convertible Notes.

As of September 26, 2025 and December 31, 2024, approximately 92% and 50%, respectively, of our principal amount of debt are fixed rate borrowings.

See Note 7, “Debt,” of the Notes to the Consolidated Financial Statements contained in Item 1 of this report for additional information pertaining to our debt.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Gain on Equity Investments

Gain on equity investments for each period were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Equity method investment gain	$	(50)	$	(1,153)	$	(223)	$	(2,282)
Impairment charges on non-marketable equity securities	—		247		—		247

Gain on equity investments	$	(50)	$	(906)	$	(223)	$	(2,035)

Equity method investment gain for both periods in 2025 and 2024 relates to our share of equity method investee gains including unrealized appreciation/depreciation of the underlying interests of the investee. As of September 26, 2025 and December 31, 2024, the carrying value of our equity investments was $7.6 million and $7.4 million, respectively.

During the third quarter of 2024, we determined that one of our investments in non-marketable equity securities was impaired and recorded an impairment charge of $0.3 million. As of September 26, 2025 and December 31, 2024, the carrying value of our non-marketable equity securities was $0.2 million.

See Note 14, “Financial Instruments and Fair Value Measurements” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further details regarding these investments.

Other Loss, Net

Other loss, net for the third quarter and first nine months of 2025 were net losses of $1.1 million and $53.0 million, respectively, compared to net losses of $0.9 million and $1.8 million, respectively, for the third quarter and first nine months of 2024. Other loss, net generally includes gains/losses from the impact of exchange rates on transactions denominated in foreign currencies. In addition, Other loss, net 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 Convertible Notes.

Our foreign currency transaction gains/losses are based primarily on fluctuations of the U.S. dollar relative to the Euro, Mexican peso, Uruguayan peso, Malaysian ringgits, or Dominican peso. The impact of exchange rates on transactions denominated in foreign currencies included in Other loss, net for the third quarter and first nine months of 2025 were net losses of $1.0 million and $6.0 million, respectively, compared to net losses of $0.8 million and $1.7 million for the third quarter and first nine months of 2024, respectively. We continually monitor our foreign currency exposures and seek to take steps to mitigate these risks. However, fluctuations in exchange rates could have a significant impact, positive or negative, on our financial results in the future.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Provision for Income Taxes

We recognized income tax expense of $6.3 million for the third quarter of 2025 on $46.0 million of income before taxes (effective tax rate of 13.7%), compared to an income tax expense of $7.1 million on $43.4 million of income before taxes (effective tax rate of 16.4%) for the same period of 2024. The income tax expense for the first nine months of 2025 was $24.4 million on $78.6 million of income before taxes (effective tax rate of 31.0%), compared to income tax expense of $20.2 million on income before taxes of $108.3 million (effective tax rate of 18.7%) for the same period of 2024. Income tax expense for the third quarter and first nine months of 2025 included discrete tax benefits of $2.3 million and $4.5 million, respectively. The net discrete tax benefits for the third quarter and first nine months of 2025 relate predominately to favorable return to provision adjustments attributable to the 2024 U.S. tax return. The remainder of the discrete tax benefits relate predominately to excess tax benefits from stock-based compensation, net of deductibility limitations. Income tax expense for the third quarter and first nine months of 2024 included discrete tax benefits of $1.6 million and $1.9 million, respectively.

Our effective tax rate for 2025 differs from the U.S. federal statutory tax rate of 21% due principally to the impact of the 2028 Convertible Notes Exchange Transactions, including the nondeductible induced conversion expense and reduction of future original issue discount amortization for U.S. income tax. Other items impacting the rate include the estimated impact of Federal Tax Credits (including R&D credits and foreign tax credits), stock-based compensation windfalls, and the impact of U.S taxes on foreign earnings, including the GILTI provision which requires us to include foreign subsidiary earnings in excess of a deemed return on a foreign subsidiary’s tangible assets in our U.S. income tax return. The U.S. tax on foreign earnings is reflected net of a statutory deduction of 50% of the GILTI inclusion (subject to limitations based on U.S. taxable income, if any) and net of FDII that provides a 37.5% deduction to domestic companies for certain foreign sales and services income. In addition, our rate is impacted by earnings realized in foreign jurisdictions with statutory rates that are different than the U.S. federal statutory rate. The primary foreign jurisdictions in which we operate and the statutory tax rate for each respective jurisdiction include Switzerland (22%), Mexico (30%), Uruguay (25%), Ireland (12.5%) and Malaysia (24%). Our manufacturing operations in the Dominican Republic operate under a free trade zone agreement through March 2034. In addition, we acquired manufacturing operations in Costa Rica as part of the acquisition of Precision Coating, and are operating under a free trade zone agreement with respect thereto in Costa Rica through April 2031.

On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. We continue to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries. Our 2025 provision for income taxes includes the impact of the Pillar Two 15% Global Minimum Tax.

There is a potential for volatility of our effective tax rate due to several factors, including changes in the mix of pre-tax income and the jurisdictions to which it relates, business acquisitions, settlements with taxing authorities, changes in tax rates, and foreign currency exchange rate fluctuations. In addition, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA”) enacting a broad range of tax reform provisions, including extending and modifying certain key domestic and international Tax Cuts & Jobs Act provisions. Only certain provisions will have current-year financial reporting implications due to varying effective dates and discretionary elections. We are currently evaluating the OBBBA and do not anticipate a material impact to the condensed consolidated financial statements. We also continue to explore tax planning opportunities that may have a material impact on our effective tax rate.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

Sources of Liquidity


(dollars in thousands)	September 26, 2025		December 31, 2024
Cash and cash equivalents	$	58,944	$	46,543
Working capital from continuing operations	$	568,301	$	443,946
Current ratio from continuing operations	3.71		2.95

Cash and cash equivalents at September 26, 2025 increased by $12.4 million from December 31, 2024, primarily as a result of cash generated by operating activities of $140.7 million, partially offset by purchases of property, plant and equipment of $63.6 million, additional net principal payments of $51.1 million on our Senior Secured Credit Facility and tax withholding payments related to net share settlements of restricted stock unit awards of $16.8 million. The payment of the cash portion of the purchase price payable at closing for acquisitions of each of Precision and VSi were fully funded by borrowings on our Revolving Credit Facility. Net proceeds from the issuance of our 2030 Convertible Notes were utilized to purchase capped call options relating to the 2030 Convertible Notes, exchange of a portion of our 2028 Convertible Notes, and pay down our Revolving Credit Facility and TLA Facility.

Working capital from continuing operations increased by $124.4 million from December 31, 2024, or $112.0 million excluding the increase in cash and cash equivalents. The increase in working capital, exclusive of cash and cash equivalents, primarily relates to positive fluctuations in accounts receivable, inventory, and accrued expenses. Inventory increased from higher sales volume and product demand which also contributed to the increase in accounts receivable. Accrued expenses primarily decreased from the payment of our calendar 2024 short-term incentive plan pay-out.

At September 26, 2025, $24.8 million of our cash and cash equivalents were held by foreign subsidiaries. We intend to limit our distributions from foreign subsidiaries to previously taxed income or current period earnings. If distributions are made utilizing current period earnings, we will record foreign withholding taxes in the period of the distribution.

As of September 26, 2025, our capital structure consisted of $1.194 billion of debt, net of deferred debt issuance costs and unamortized discounts and 35 million shares of common stock outstanding. As of September 26, 2025, we had access to $794.7 million of borrowing capacity under our Revolving Credit Facility, available for normal course of business and letters of credit, and are authorized to issue up to 100 million shares of common stock and 100 million shares of preferred stock. As of September 26, 2025, our contractual debt service obligations for the next twelve months, consisting of interest on our outstanding debt, are estimated to be approximately $28 million. As of September 26, 2025, we have prepaid all contractual principal payments on our outstanding indebtedness required in the next twelve months. Actual principal and interest payments may be higher if, for instance, the applicable interest rates on our Senior Secured Credit Facilities increase, we borrow additional amounts on our Revolving Credit Facility, or we pay principal amounts in excess of the required minimums reflected in the contractual debt service obligations above.

Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents and borrowings under our Revolving Credit Facility are sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. If our future financing needs increase, we may need to arrange additional debt or equity financing. We continually evaluate and consider various financing alternatives to enhance or supplement our existing financial resources. However, we cannot be assured that we will be able to enter into any such arrangements on acceptable terms or at all.

Credit Facilities and 2028 Convertible Notes

As of September 26, 2025, we had Senior Secured Credit Facilities that consist of an $800 million Revolving Credit Facility, with no outstanding principal balance, and a TLA Facility with an outstanding principal balance of $101 million. The Revolving Credit Facility and TLA Facility mature on February 15, 2028. The Senior Secured Credit Facilities include a mandatory prepayment provision customary for similar credit facilities.

During the first quarter of 2025, we issued $1.0 billion aggregate principal amount of 2030 Convertible Notes, which mature on March 15, 2030 and bear interest at a fixed rate of 1.875% per annum. The total net proceeds from the issuance of the 2030 Convertible Notes, after deducting initial purchasers' discounts and commissions and debt issuance costs, were approximately $976 million. We used the net proceeds from the issuance of the 2030 Convertible Notes to pay down our Revolving Credit Facility and TLA Facility, exchange a portion of our 2028 Convertible Notes, and to pay the cost of the capped calls related to the issuance of our 2030 Convertible Notes.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

The conditions allowing holders of the 2028 Convertible Notes to convert had been met such that holders had the right to exercise their conversion option through the close of business on September 30, 2025. Subsequent to the end of our third fiscal quarter, the conditions allowing holders of the 2028 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”) to convert were not met as of September 30, 2025, and therefore, the Convertible Notes will not be eligible for early conversion during the fourth quarter ended December 31, 2025. Any determination regarding the convertibility of the Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the Convertible Notes. These obligations are classified as a long-term liability on the Condensed Consolidated Balance Sheet at September 26, 2025.

The Revolving Credit Facility and TLA Facility contain covenants requiring that we maintain (i) a Total Net Leverage Ratio not to exceed 5.00:1.00, subject to increase in certain circumstances following certain qualified acquisitions and (ii) an interest coverage ratio of at least 2.50:1.00. As of September 26, 2025, we were in compliance with these financial covenants. As of September 26, 2025, our Total Net Leverage Ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 2.6:1.0. For the twelve month period ended September 26, 2025, our interest coverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 11.2:1.0.

Failure to comply with these financial covenants would result in an event of default as defined under the Revolving Credit Facility and TLA Facility unless waived by the lenders. An event of default may result in the acceleration of our indebtedness. As a result, management believes that compliance with these covenants is material to us.

See Note 7, “Debt” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for a further information on the Company’s outstanding debt.

Factoring Arrangements

We utilize accounts receivable factoring arrangements with financial institutions to accelerate the timing of cash receipts and enhance our cash position. These arrangements, in all cases, do not contain recourse provisions, which would obligate us in the event of our customers’ failure to pay. During the first nine months of 2025 and 2024, we sold, without recourse, $201.8 million and $162.6 million of accounts receivable, respectively. See Note 1, “Basis of Presentation” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further information regarding our factoring arrangements.

Summary of Cash Flow

The following cash flow summary information includes cash flows related to discontinued operations.


	Nine Months Ended
(in thousands)	September 26, 2025		September 27, 2024
Cash provided by (used in):
Operating activities	$	140,733	$	141,974
Investing activities	(235,262)		(225,031)
Financing activities	105,278		95,625
Effect of foreign currency exchange rates on cash and cash equivalents	1,652		(668)
Net change in cash and cash equivalents	$	12,401	$	11,900

Operating Activities – During the first nine months of 2025, we generated cash from operations of $140.7 million, compared to $142.0 million for the first nine months of 2024, as a $28.9 million increase in net income adjusted for non-cash items such as depreciation and amortization was offset by a $30.2 million decrease in cash flow provided by changes in operating assets and liabilities.

The increase in net income adjusted for non-cash items such as depreciation and amortization was primarily from higher sales volume and margin. The decrease associated with changes in operating assets and liabilities is primarily related to an increase in working capital from higher sales volume in the first nine months of 2025 as compared to the same period in 2024.

Investing Activities – The $10.2 million increase in net cash used in investing activities was primarily attributable to greater cash paid for acquisitions offset by a decrease in purchases of property, plant and equipment. Investing activities for the first nine months of 2025 included net cash paid of $171.8 million for the Precision and VSi acquisitions, compared to net cash paid of $138.5 million during the first nine months of 2024 for the Pulse acquisition.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Financing Activities – Net cash provided by financing activities for the first nine months of 2025 was $105.3 million compared to $95.6 million provided by financing activities for the first nine months of 2024. Cash provided by financing activities for the first nine months of 2025 was primarily the net proceeds from the issuance of our 2030 Convertible Notes of $977.5 million, which was partially offset by a $71.0 million purchase of capped call options associated with the 2030 Convertible Notes, $383.7 million in aggregate principal amount of exchanged 2028 Convertible Notes, $274.0 million of principal payments on our TLA Facility, $126.0 million net payments on our Revolving Credit Facility, and $13.2 million related to stock-based compensation activity. Net cash provided by financing activities for the first nine months of 2024 was primarily related to net borrowings on our Revolving Credit Facility of $117.0 million, primarily to fund the Pulse acquisition, partially offset by $10.0 million related to stock-based compensation activity and $9.8 million of principal payments on financing leases.

Off-Balance Sheet Arrangements

We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Condensed Consolidated Financial Statements.

Impact of Recently Issued Accounting Standards

In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Condensed Consolidated Financial Statements. See Note 1, “Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.

Critical Accounting Policies and Estimates

The preparation of our Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Our estimates, assumptions and judgments are based on historical experience and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Making estimates, assumptions and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Management believes the estimates, assumptions and judgments employed and resulting balances reported in the Condensed Consolidated Financial Statements are reasonable; however, actual results could differ materially.

There have been no significant changes to the critical accounting policies and estimates as compared to those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Except as disclosed below, there have been no material changes to the Company’s exposure to market risk during the nine months ended September 26, 2025. Refer to Part II, Item 7A, Quantitative and Qualitative Disclosure about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for further information about the Company’s exposure to market risk.

Integer Holdings Corp 10-Q