Integer Holdings Corporation Announces Conversion Period for 2.125% Convertible Senior Notes due 2028

Rhea-AI Summary

Integer Holdings (NYSE:ITGR), a medical device contract development and manufacturing organization, has announced that holders of its 2.125% Convertible Senior Notes due 2028 can now convert their notes into cash and/or shares during the period from July 1 to September 30, 2025.

The conversion option was triggered because ITGR's stock price exceeded 130% of the conversion price for at least 20 trading days within a 30-day trading period ending June 30, 2025. The notes are convertible at a rate of 11.4681 shares per $1,000 principal amount, equivalent to a conversion price of $87.20 per share.

Positive

• Notes can be converted into cash up to principal amount plus additional cash/shares
• Stock price performance triggered conversion option by exceeding 130% threshold
• Flexibility in settlement method benefits company's cash management

Negative

• Potential dilution if company elects to settle conversion with shares
• Conversion could impact company's cash position if settled in cash

Insights

Financial Analyst

Integer's convertible notes are now eligible for conversion due to strong stock performance, potentially diluting shares but reflecting positive momentum.

Integer Holdings has announced that holders of its 2.125% Convertible Senior Notes due 2028 can now convert their notes into cash and potentially shares between July 1 and September 30, 2025. This conversion window has opened because Integer's stock price has performed exceptionally well, maintaining a level above 130% of the conversion price for at least 20 trading days within a 30-day period ending June 30.

The conversion terms are significant: noteholders can convert at a rate of 11.4681 shares per $1,000 of notes, equivalent to a conversion price of approximately $87.20 per share. Upon conversion, Integer will pay cash up to the principal amount, with any excess conversion value potentially paid in cash, shares, or a combination at the company's discretion.

This development has several important implications. First, it signals strong market confidence in Integer's performance as a medical device contract manufacturer, as the stock price has sustained levels well above the conversion threshold. Second, if significant conversions occur, it could lead to dilution of existing shareholders, though the cash settlement of principal helps mitigate this effect. Third, early conversions could help Integer reduce its interest expense on the notes, though potentially at the cost of issuing new shares.

The triggering of this conversion option is a technical event arising from stock price performance rather than a strategic decision by management, and Integer has appropriately maintained neutrality by stating they are making no recommendations to noteholders regarding whether to exercise the conversion option.

PLANO, Texas, July 02, 2025 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE: ITGR) (“Integer” or the “Company”), a leading medical device contract development and manufacturing organization, today notified holders of its 2.125% Convertible Senior Notes due 2028 (the “Notes”) that the Notes are convertible, at the option of the holders (the “Conversion Option”) beginning on July 1, 2025, and ending at the close of business on September 30, 2025. The Notes are convertible into cash, up to the principal amount of the Notes, and in cash, shares of the Company’s common stock or a combination thereof, 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 Notes being converted. Any determination regarding the convertibility of the Notes during future periods will be made in accordance with the terms of the Indenture governing the Notes.

The Notes became convertible because the last reported sale price of shares of the Company’s common stock, for at least 20 trading days during the period of 30 consecutive trading days ending on, and including, the last trading day of the calendar quarter ended June 30, 2025, was greater than 130% of the conversion price in effect on each applicable trading day.

The Notes are convertible at a conversion rate of 11.4681 shares of common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $87.20 per share of common stock.

The Company has issued a notice to holders with respect to the Conversion Option specifying the applicable terms, conditions and procedures. The notice is available through The Depository Trust Company or by requesting a copy from Wilmington Trust, National Association, which is serving as the conversion agent, at:

Wilmington Trust, National Association
1310 Silas Deane Highway
Wethersfield, CT 06109
Attn: Integer Holdings Corporation Notes Administrator

None of the Company, its Board of Directors or its employees has made or is making any representation or recommendation to any holder as to whether to exercise or refrain from exercising the Conversion Option.

This press release is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Integer^®

Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMO) 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 OEMs, the Company is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company's brands include Greatbatch Medical^® and Lake Region Medical^®. Additional information is available at www.integer.net.

Investor Relations:	Media Relations:
Kristen Stewart	Kelly Butler
kristen.stewart@integer.net	kelly.butler@integer.net
551.337.3973	469.731.6617

FAQ

What is the conversion rate for Integer Holdings' (ITGR) 2028 convertible notes?

The notes are convertible at 11.4681 shares of common stock per $1,000 principal amount, equivalent to a conversion price of $87.20 per share.

When can holders convert Integer Holdings' (ITGR) 2028 convertible notes?

Holders can convert their notes from July 1, 2025 to September 30, 2025.

Why did Integer Holdings' (ITGR) convertible notes become convertible?

The notes became convertible because ITGR's stock price exceeded 130% of the conversion price for at least 20 trading days within a 30-day trading period ending June 30, 2025.

How will Integer Holdings (ITGR) settle the convertible notes conversion?

ITGR will settle conversions in cash up to the principal amount, and the remainder in either cash, shares, or a combination, at the company's election.