Integer Holdings Corporation Reports Third Quarter 2026 Results

Nine-month income from continuing operations rose 1.6%, even as operating income declined 42.8% from the comparable 2025 period.

Rhea-AI Summary

Integer Holdings (NYSE: ITGR) reported third-quarter sales of $449.661 million, down 3.9% from the comparable 2025 quarter, alongside lower earnings. For the three months ended October 2, 2026, organic sales fell 2.2%. GAAP income from continuing operations declined 62.3% to $14.978 million, and diluted earnings per share fell to $0.43 from $1.11. Adjusted earnings per share declined 25.1% to $1.34.

Cardio & Vascular sales fell 5.1%, while Cardiac Rhythm Management & Neuromodulation sales rose 3.9%. Total debt reached $1.219 billion, with leverage at 3.3 times adjusted EBITDA. Stockholders approved the pending acquisition by an affiliate of KKR-managed funds. Integer anticipates closing by year-end 2026, subject to remaining conditions, including required regulatory approvals. The company is not providing a financial outlook or hosting an earnings call because of the pending transaction.

9 points · 0 major

NegativeiHow this balance works

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0 major · 35 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Integer anticipates the acquisition will close by the end of 2026.
• Minor pointKKR-affiliate acquisition received stockholder approval on October 21, 2026.
• Minor pointAcquisition received early termination of the antitrust waiting period on September 29, 2026.
• Minor pointCardiac Rhythm Management & Neuromodulation sales rose 3.9% to $175.835 million in Q3 versus 2025.
• Minor pointNine-month Cardiac Rhythm Management & Neuromodulation sales rose 3.3% to $517.811 million versus 2025.

4 minor points

• Minor pointNine-month income from continuing operations rose 1.6% to $55.089 million versus 2025.
• Minor pointNine-month diluted EPS from continuing operations rose 5.3% to $1.60 versus 2025.
• Minor pointQ3 restructuring and other charges fell to $5.677 million from $8.321 million in 2025.
• Minor pointNine-month interest expense fell to $29.570 million from $33.926 million in 2025.

Negative

• Moderate pointQ3 sales fell 3.9% to $449.661 million versus 2025; organic sales declined 2.2%.
• Moderate pointQ3 income from continuing operations fell 62.3% to $14.978 million versus 2025.
• Moderate pointNet total debt increased $33 million to $1.223 billion; leverage reached 3.3 times adjusted EBITDA.
• Minor pointQ3 operating income fell 50.0% to $28.209 million versus 2025.
• Minor pointQ3 diluted EPS from continuing operations fell 61.3% to $0.43 versus 2025.

30 minor points

• Minor pointQ3 adjusted operating income fell 22.8% to $66.290 million versus 2025.
• Minor pointQ3 adjusted net income fell 26.9% to $46.140 million versus 2025.
• Minor pointQ3 adjusted EPS fell 25.1% to $1.34 versus 2025.
• Minor pointQ3 adjusted EBITDA fell 17.0% to $87.916 million versus 2025.
• Minor pointQ3 EBITDA, earnings before interest, taxes, depreciation and amortization, fell 30.4% to $61.563 million versus 2025.
• Minor pointQ3 Cardio & Vascular sales declined 5.1% to $263.076 million, reflecting impacts from two new electrophysiology products.
• Minor pointQ3 Other Markets sales fell 49.7% to $10.750 million, primarily due to the Portable Medical exit.
• Minor pointQ3 Other Markets organic sales declined 21.4% versus 2025.
• Minor pointNew neuromodulation product impact partially offset Q3 Cardiac Rhythm Management & Neuromodulation growth.
• Minor pointTotal debt increased $34 million to $1.219 billion from year-end 2025.
• Minor pointAcquisition remains pending required regulatory approvals and satisfaction or waiver of remaining closing conditions.
• Minor pointNine-month sales declined 2.0% to $1,353.351 million versus 2025; organic sales fell 0.8%.
• Minor pointNine-month operating income declined 42.8% to $94.606 million versus 2025.
• Minor pointNine-month adjusted operating income declined 15.9% to $200.334 million versus 2025.
• Minor pointNine-month adjusted net income declined 13.3% to $142.142 million versus 2025.
• Minor pointNine-month adjusted EPS declined 10.8% to $4.14 versus 2025.
• Minor pointNine-month adjusted EBITDA declined 9.6% to $267.916 million versus 2025.
• Minor pointNine-month EBITDA declined 6.3% to $194.623 million versus 2025.
• Minor pointNine-month Cardio & Vascular sales fell 2.2% to $805.117 million; organic sales declined 2.7%.
• Minor pointNine-month Other Markets sales fell 46.8% to $30.423 million; organic sales declined 15.9%.
• Minor pointQ3 gross profit fell to $101.561 million from $126.160 million in 2025.
• Minor pointNine-month gross profit fell to $324.098 million from $375.630 million in 2025.
• Minor pointQ3 selling, general and administrative expenses rose to $54.147 million from $50.451 million in 2025.
• Minor pointNine-month selling, general and administrative expenses rose to $170.557 million from $154.534 million in 2025.
• Minor pointQ3 research, development and engineering expenses rose to $13.528 million from $10.949 million in 2025.
• Minor pointNine-month research, development and engineering expenses rose to $41.049 million from $39.390 million in 2025.
• Minor pointNine-month restructuring and other charges rose to $17.886 million from $16.377 million in 2025.
• Minor pointQ3 interest expense rose to $9.701 million from $9.367 million in 2025.
• Minor pointCash and cash equivalents fell to $14.135 million from $17.161 million at year-end 2025.
• Minor pointNine-month non-cash fixed asset impairment totaled $7.141 million, versus none in 2025.

News Explained

For the nine months ended October 2, 2026, GAAP income from continuing operations was up 1.6% to $55,089 thousand year over year, while adjusted EPS was down 10.8% to $4.14, so the year-to-date earnings measures moved in opposite directions.

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PLANO, Texas, Oct. 29, 2026 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR) today announced results for the three months ended October 2, 2026.

Third Quarter 2026 Highlights (compared to Third Quarter 2025, except as noted)

• Sales decreased 3.9% to $450 million. Organic sales decreased 2.2%.
• GAAP operating income from continuing operations totaled $28 million, a decrease of $28 million or 50%. Non-GAAP adjusted operating income totaled $66 million, a decrease of $20 million or 23%.
• GAAP income from continuing operations totaled $15 million, a decrease of $25 million or 62%. Non-GAAP adjusted net income totaled $46 million, a decrease of $17 million or 27%.
• GAAP diluted EPS from continuing operations totaled $0.43, a decrease of $0.68 or 61%. Non-GAAP adjusted EPS totaled $1.34, a decrease of $0.45 or 25%.
• Adjusted EBITDA  totaled $88 million, a decrease of $18 million or 17%.
• From the end of 2025, total debt increased $34 million to $1.219 billion and Non-GAAP net total debt increased $33 million to $1.223 billion, resulting in a leverage ratio of 3.3 times adjusted EBITDA as of October 2, 2026.

As previously announced, given Integer’s pending acquisition by an affiliate of investment funds managed by KKR (the “Transaction”) pursuant to the Agreement and Plan of Merger, dated as of August 2, 2026, by and among Integer, Armstrong Parent, Inc. (“Parent”), and Armstrong Bidco, Inc. (the “Merger Agreement”), the Company is not providing a financial outlook and will not host a conference call to discuss its third quarter 2026 financial results. On September 29, 2026, the Company received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and on October 21, 2026, Integer's stockholders approved the adoption of the Merger Agreement. The Transaction is anticipated to close by the end of 2026, subject to the satisfaction or waiver of the remaining customary closing conditions specified in the Merger Agreement, including receipt of required regulatory approvals.

Discussion of Product Line Third Quarter 2026 Sales

• Cardio & Vascular sales decreased 5% to $263 million in the third quarter 2026 compared to the third quarter 2025, reflecting the previously communicated impact from the two new Electrophysiology products.
• Cardiac Rhythm Management & Neuromodulation sales increased 4% to $176 million in the third quarter 2026 compared to the third quarter 2025. Growth was partially offset by the previously communicated impact from the one new Neuromodulation product.
• Other Markets sales totaled $11 million in the third quarter 2026, compared to $21 million in the third quarter 2025, primarily due to the Portable Medical exit.  
  
  

Summary Financial Results (dollars in thousands, except per share data)
	Three Months Ended								Nine Months Ended
	October 2, 2026			September 26, 2025			QTD Change		October 2, 2026			September 26, 2025			YTD Change
Operating income	$	28,209		$	56,439		(50.0) %		$	94,606		$	165,329		(42.8)%
Income from continuing operations	$	14,978		$	39,678		(62.3) %		$	55,089		$	54,222		1.6%
Diluted EPS from continuing operations	$	0.43		$	1.11		(61.3) %		$	1.60		$	1.52		5.3%
EBITDA(a)	$	61,563		$	88,399		(30.4) %		$	194,623		$	207,673		(6.3)%
Adjusted EBITDA(a)	$	87,916		$	105,898		(17.0) %		$	267,916		$	296,358		(9.6)%
Adjusted operating income(a)	$	66,290		$	85,896		(22.8) %		$	200,334		$	238,085		(15.9)%
Adjusted net income(a)	$	46,140		$	63,126		(26.9) %		$	142,142		$	163,882		(13.3)%
Adjusted EPS(a)	$	1.34		$	1.79		(25.1) %		$	4.14		$	4.64		(10.8)%

(a)

EBITDA, adjusted EBITDA, Adjusted operating income, Adjusted net income, and Adjusted EPS are non-GAAP financial measures. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A, B and C at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.

Summary Product Line Results (dollars in thousands)
	Three Months Ended
	October 2, 2026			September 26, 2025			QTD Change			Organic Change(a)
Product Line Sales
Cardio & Vascular	$	263,076		$	277,149		(5.1)%			(5.1)%
Cardiac Rhythm Management & Neuromodulation		175,835			169,156		3.9%			3.9%
Other Markets		10,750			21,386		(49.7)%			(21.4)%
Total Sales	$	449,661		$	467,691		(3.9)%			(2.2)%
	Nine Months Ended
	October 2, 2026			September 26, 2025			YTD Change			Organic Change(a)
Product Line Sales
Cardio & Vascular	$	805,117		$	822,875		(2.2) %			(2.7) %
Cardiac Rhythm Management & Neuromodulation		517,811			501,499		3.3%			3.3%
Other Markets		30,423			57,203		(46.8) %			(15.9) %
Total Sales	$	1,353,351		$	1,381,577		(2.0) %			(0.8) %

(a)

Organic sales change is a non-GAAP financial measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures and refer to Table D at the end of this release for a reconciliation of these amounts to the closest corresponding GAAP financial measures.

About Integer^®

Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMOs) in the world, serving the cardio and vascular, neuromodulation, and cardiac rhythm management markets. As a strategic partner of choice, we advance the goals of our medical device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation. The company's brands include Greatbatch Medical^® and Lake Region Medical^®. Additional information is available at www.integer.net.

Investor Relations:

Kristen Stewart
551-337-3973
kristen.stewart@integer.net

Notes Regarding Non-GAAP Financial Information

In addition to our results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we provide adjusted net income, adjusted EPS, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted operating income, and organic sales change. Unless otherwise indicated, all financial metrics presented reflect continuing operations only.

Adjusted net income and adjusted EPS consist of GAAP income (loss) from continuing operations and diluted EPS from continuing operations, respectively, adjusted for the following to the extent occurring during the period: (i) amortization of intangible assets, (ii) certain legal expenses; (iii) restructuring and restructuring-related charges; (iv) acquisition and integration costs; (v) other general expenses; (vi) ERP implementation, (vii) (gain) loss on equity investments; (viii) extinguishment of debt charges, (ix) debt conversion inducement expense; (x) European Union medical device regulation incremental charges; (xi) inventory step-up amortization; (xii) unusual, or infrequently occurring items; (xiii) the income tax provision (benefit) related to these adjustments and (xiv) certain tax items that are outside the normal tax provision for the period. Adjusted EPS is calculated by dividing adjusted net income by adjusted weighted average shares.

The weighted average shares used to calculate diluted EPS in accordance with GAAP includes dilution, when applicable, resulting from the potential conversion of our 2028 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”).  In connection with the issuance of the Convertible Notes, we entered into capped call contracts which are expected to reduce the potential dilution on our common stock in connection with any conversion of the Convertible Notes, subject to a cap.  Adjusted weighted average shares consists of GAAP weighted average shares used to calculate diluted EPS, including, when applicable, dilutive common stock equivalents that were excluded from weighted average shares used to calculate diluted EPS as their inclusion would be anti-dilutive and excluding, when applicable, dilution resulting from the potential conversion of our Convertible Notes expected to be offset by the capped call contracts.

EBITDA is calculated by adding back interest expense, provision for income taxes, depreciation expense, and amortization expense from intangible assets and financing leases, to income (loss) from continuing operations, which is the most directly comparable GAAP financial measure. Adjusted EBITDA consists of EBITDA plus adding back stock-based compensation and the same adjustments as listed above except for items (i), (viii), (xiii) and (xiv). Adjusted operating income consists of operating income adjusted for the same items listed above except for items (vii), (viii), (ix), (xiii) and (xiv).

Organic sales change is reported sales growth adjusted to remove the impact of foreign currency, the contribution of acquisitions and the strategic exit of the Portable Medical market. To calculate the impact of foreign currency on sales growth rates, we convert any sale made in a foreign currency by converting current period sales into prior period sales using the exchange rate in effect at that time and then compare the two, negating any effect foreign currency had on our transactional revenue. For contribution of acquisitions, we exclude the impact on the growth rate attributable to the contribution of acquisitions in all periods where there were no comparable sales. For the strategic exit of the Portable Medical market, we exclude the impact on the growth rate attributable to Portable Medical sales for all periods presented.

We believe that the presentation of adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, adjusted operating income, and organic sales change, provides important supplemental information to management and investors seeking to understand the financial and business trends relating to our financial condition and results of operations. In addition to the performance measures identified above, we believe that net total debt and leverage ratio provide meaningful measures of liquidity and a useful basis for assessing our ability to fund our activities, including the financing of acquisitions and debt repayments. Net total debt is calculated as total principal amount of debt outstanding less cash and cash equivalents. We calculate leverage ratio as net total debt divided by adjusted EBITDA for the trailing 4 quarters.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements contained in this communication 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, as amended, 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: the completion of the Transaction on anticipated terms and timing, or at all, including obtaining regulatory approvals and satisfying other conditions to the completion of the Transaction; potential litigation relating to the Transaction that has been or could be instituted against the parties to the Merger Agreement, or their respective directors, managers, or officers, including the effects of any outcomes related thereto; our goals, plans, and strategic initiatives; long-term growth prospects; maximizing value for our stockholders; other events, conditions or developments that will or may occur in the future; and the timing of any of the foregoing. 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 by others contained throughout this communication.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the Transaction. All such forward-looking statements are based upon current plans, estimates, expectations, opportunities and ambitions that are subject to risks, uncertainties, assumptions, and other important factors, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, regulatory and other stakeholder approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the Transaction that has been or could be instituted against the Company or its directors and/or officers; the risk associated with third-party contracts containing material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; significant costs, or expenses incurred in connection with the Transaction; Parent’s ability to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; certain restrictions contained in the Merger Agreement that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk of various events that could disrupt operations, including pandemics, epidemics or other public health crises or severe weather (such as droughts, floods, avalanches and earthquakes), cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company’s control. All such factors are difficult to predict and are beyond our control, including those detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2026, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2026, which was filed with the SEC on August 4, 2026, the Company’s definitive proxy statement filed with the SEC on September 14, 2026, as supplemented, and other documents subsequently filed by the Company with the SEC. The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Other unpredictable factors not discussed in this communication could also have material adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law. These forward-looking statements speak only as of the date hereof.

Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
	October 2, 2026				December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	14,135			$	17,161
Accounts receivable, net		345,072				346,079
Inventories		278,591				253,739
Contract assets		119,297				112,546
Prepaid expenses and other current assets		44,297				40,572
Total current assets		801,392				770,097
Property, plant and equipment, net		535,133				536,427
Goodwill		1,100,799				1,110,908
Other intangible assets, net		770,089				825,435
Deferred income taxes		8,938				8,994
Operating lease assets		82,586				98,437
Financing lease assets		55,491				37,109
Other long-term assets		39,509				23,170
Total assets	$	3,393,937			$	3,410,577
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	111,003			$	113,130
Operating lease liabilities		8,359				9,099
Accrued expenses and other current liabilities		81,763				109,812
Total current liabilities		201,125				232,041
Long-term debt		1,219,247				1,185,179
Deferred income taxes		113,596				116,327
Operating lease liabilities		67,371				81,899
Financing lease liabilities		49,577				28,578
Other long-term liabilities		16,622				19,910
Total liabilities		1,667,538				1,663,934
Stockholders’ equity:
Common stock		35				35
Additional paid-in capital		761,271				771,223
Treasury stock		(110,334	)			(76,872	)
Retained earnings		1,049,144				994,055
Accumulated other comprehensive income		26,283				58,202
Total stockholders’ equity		1,726,399				1,746,643
Total liabilities and stockholders’ equity	$	3,393,937			$	3,410,577

Condensed Consolidated Statements of Operations - Unaudited
(in thousands, except per share data)
	Three Months Ended								Nine Months Ended
	October 2, 2026				September 26, 2025				October 2, 2026			September 26, 2025
Sales	$	449,661			$	467,691			$	1,353,351		$	1,381,577
Cost of sales		348,100				341,531				1,029,253			1,005,947
Gross profit		101,561				126,160				324,098			375,630
Operating expenses:
Selling, general and administrative		54,147				50,451				170,557			154,534
Research, development and engineering		13,528				10,949				41,049			39,390
Restructuring and other charges		5,677				8,321				17,886			16,377
Total operating expenses		73,352				69,721				229,492			210,301
Operating income		28,209				56,439				94,606			165,329
Interest expense		9,701				9,367				29,570			33,926
(Gain) loss on equity investments		(31	)			(50	)			1,395			(223	)
Other loss, net		1,027				1,130				2,487			53,037
Income from continuing operations before taxes		17,512				45,992				61,154			78,589
Provision (benefit) for income taxes		2,534				6,314				6,065			24,367
Income from continuing operations		14,978				39,678				55,089			54,222
Loss from discontinued operations, net of tax		—				—				—			(22	)
Net income	$	14,978			$	39,678			$	55,089		$	54,200
Basic earnings per share:
Income from continuing operations	$	0.44			$	1.13			$	1.62		$	1.56
Loss from discontinued operations	$	—			$	—			$	—		$	—
Basic earnings per share	$	0.44			$	1.13			$	1.62		$	1.56
Diluted earnings per share:
Income from continuing operations	$	0.43			$	1.11			$	1.60		$	1.52
Loss from discontinued operations	$	—			$	—			$	—		$	—
Diluted earnings per share	$	0.43			$	1.11			$	1.60		$	1.52
Weighted average shares outstanding:
Basic		34,027				35,081				34,106			34,689
Diluted		34,604				35,608				34,394			35,755

Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
	Nine Months Ended
	October 2, 2026				September 26, 2025
Cash flows from operating activities:
Net income	$	55,089			$	54,200
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		103,899				95,158
Debt related charges included in interest expense		4,910				5,239
Debt conversion inducement expense		—				46,681
Stock-based compensation		17,273				17,467
Non-cash fixed asset impairment		7,141				—
Non-cash lease expense		7,283				7,583
Non-cash (gains) losses on equity investments		1,395				(223	)
Contingent consideration fair value adjustment		(1,179	)			(660	)
Other non-cash losses		4,043				804
Deferred income taxes		17				4,082
Gain on sale of discontinued operations		—				(46	)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(98	)			(46,793	)
Inventories		(28,474	)			(12,241	)
Prepaid expenses and other assets		(4,110	)			117
Contract assets		(7,255	)			(2,106	)
Accounts payable		2,137				3,187
Accrued expenses and other liabilities		(29,421	)			(22,359	)
Income taxes payable		(11,589	)			(9,357	)
Net cash provided by operating activities		121,061				140,733
Cash flows from investing activities:
Acquisition of property, plant and equipment		(67,181	)			(63,555	)
Purchase of equity and other investments		(14,043	)			—
Acquisitions, net		—				(170,872	)
Other investing activities		126				(835	)
Net cash used in investing activities		(81,098	)			(235,262	)
Cash flows from financing activities:
Principal payments of long-term debt		—				(657,697	)
Proceeds from issuance of convertible notes, net of discount		—				977,500
Proceeds from revolving credit facility		221,000				301,000
Payments of revolving credit facility		(191,000	)			(427,000	)
Purchase of capped calls		—				(71,000	)
Payment of debt issuance costs		(38	)			(1,386	)
Proceeds from the exercise of stock options		—				3,644
Tax withholdings related to net share settlements of restricted stock unit awards		(10,419	)			(16,812	)
Repurchases of common stock		(50,000	)			—
Principal payments on finance leases		(6,558	)			(4,165	)
Other financing activities		(5,163	)			1,194
Net cash provided by (used in) financing activities		(42,178	)			105,278
Effect of foreign currency exchange rates on cash and cash equivalents		(811	)			1,652
Net increase (decrease) in cash and cash equivalents		(3,026	)			12,401
Cash and cash equivalents, beginning of period		17,161				46,543
Cash and cash equivalents, end of period	$	14,135			$	58,944

Table A: Adjusted Net Income and Diluted EPS from Continuing Operations Reconciliations (in thousands, except per share amounts)
	Three Months Ended
	October 2, 2026											September 26, 2025
	Pre-Tax				Net of Tax				Per Diluted Share(a)			Pre-Tax				Net of Tax				Per Diluted Share(a)
Income from continuing operations (GAAP)	$	17,512			$	14,978			$	0.43		$	45,992			$	39,678			$	1.11
Adjustments(b):
Amortization of intangible assets		15,749				12,718				0.37			16,249				13,088				0.37
Certain legal expenses (SG&A)(c)		828				655				0.02			181				144				—
Restructuring and restructuring-related charges(d)		4,666				3,720				0.11			2,749				2,196				0.06
Acquisition and integration costs(e)		102				82				—			1,372				1,087				0.03
Other general expenses(f)		4,176				3,310				0.10			6,247				4,764				0.13
ERP implementation(g)		3,947				3,119				0.09			—				—				—
(Gain) loss on equity investments(h)		(31	)			(24	)			—			(50	)			(39	)			—
Medical device regulations(i)		45				35				—			183				145				—
Other adjustments(j)		8,568				6,768				0.20			2,476				1,956				0.06
Tax adjustments(k)		—				779				0.02			—				107				—
Adjusted net income (non-GAAP)	$	55,562			$	46,140			$	1.34		$	75,399			$	63,126			$	1.79
	Nine Months Ended
	October 2, 2026											September 26, 2025
	Pre-Tax				Net of Tax				Per Diluted Share(a)			Pre-Tax				Net of Tax				Per Diluted Share(a)
Income from continuing operations (GAAP)	$	61,154			$	55,089			$	1.60		$	78,589			$	54,222			$	1.52
Adjustments(b):
Amortization of intangible assets		47,716				38,538				1.12			47,220				38,015				1.08
Certain legal expenses (SG&A)(c)		2,967				2,344				0.07			292				231				0.01
Restructuring and restructuring-related charges(d)		10,911				8,392				0.24			6,426				5,134				0.15
Acquisition and integration costs(e)		1,717				1,366				0.04			8,121				6,434				0.18
Other general expenses(f)		12,322				10,178				0.30			6,253				4,770				0.14
ERP implementation(g)		12,221				9,655				0.28			—				—				—
(Gain) loss on equity investments(h)		1,395				1,102				0.03			(223	)			(176	)			—
Loss on extinguishment of debt(l)		—				—				—			867				685				0.02
Debt conversion inducement expense(m)		—				—				—			46,681				46,681				1.32
Medical device regulations(i)		389				307				0.01			695				549				0.02
Other adjustments(j)		17,485				13,813				0.40			3,749				2,962				0.08
Tax adjustments(k)		—				1,358				0.04			—				4,375				0.12
Adjusted net income (Non-GAAP)	$	168,277			$	142,142			$	4.14		$	198,670			$	163,882			$	4.64

(a)

Income from continuing operations (GAAP) per diluted share amounts are calculated in accordance with GAAP using weighted average shares for diluted EPS.  The per share amounts for the adjustments in the table above and adjusted net income are calculated using adjusted weighted average shares. The following table provides a reconciliation from GAAP weighted average shares for diluted EPS to non-GAAP adjusted weighted average shares.

	Three Months Ended						Nine Months Ended
	October 2, 2026			September 26, 2025			October 2, 2026			September 26, 2025
Weighted average shares for diluted EPS (GAAP)	34,604			35,608			34,394			35,755
Less: 2028 Convertible Notes capped call options impact	(244	)		(261	)		(90	)		(430	)
Adjusted weighted average shares (non-GAAP)	34,360			35,347			34,304			35,325

(b)	The difference between pre-tax and net of tax amounts is the estimated tax impact related to the respective adjustment. Net of tax amounts are computed using a 21% U.S. tax rate, and the statutory tax rates applicable in foreign tax jurisdictions, as adjusted for the existence of net operating losses (“NOLs”). Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.
(c)	Certain legal expenses associated with non-ordinary course legal matters. Amounts for the third quarter and first nine months of 2026 include $0.7 million and $2.5 million, respectively, of expense incurred in connection with the Company’s defense of a securities class action lawsuit.
(d)	We initiate discrete restructuring programs primarily to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs or improve profitability. Depending on the program, restructuring charges may include termination benefits, contract termination, facility closure and other exit and disposal costs. Restructuring-related expenses are directly related to the program and may include retention bonuses, accelerated depreciation, consulting expense and costs to transfer manufacturing operations among our facilities. Amounts for the third quarter and first nine months of 2026 include $2.2 million and $5.0 million, respectively, relating to our global manufacturing alignment restructuring initiative. In addition, the third quarter and first nine months of 2026 includes $0.6 million and $3.0 million, respectively, related to an organizational realignment to enhance execution of our strategy through dedicated focus on growth and operational excellence.
(e)	Acquisition and integration costs are incremental costs that are directly related to a business or asset acquisition. These costs may include, among other things, professional, consulting and other fees, system integration costs, and fair value adjustments relating to contingent consideration.
(f)	Other general expenses are discrete transactions occurring sporadically and affect period-over-period comparisons. The Company recorded fixed asset impairment charges during the third quarter and first nine months of 2026 of $1.2 million and $7.1 million, respectively, which were primarily due to revised expectations regarding the future use of certain fixed assets, and expense of $2.9 million and $4.4 million, respectively, related to termination benefits from actions to align labor with manufacturing volumes. The third quarter and first nine months of 2025 include $6.2 million related to termination benefits from actions to align labor with manufacturing volumes.
(g)	These adjustments represent direct and incremental costs incurred in connection with our implementation of a new global enterprise resource planning ("ERP") solution and related IT transition costs. An implementation of this scale is a significant undertaking and will require substantial time and attention of management and key employees. The associated costs do not represent normal and recurring operating expenses and will be inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our operating performance. Expenses for 2026 were primarily included in SG&A.
(h)	Amounts reflect our share of equity method investee (gains) losses including unrealized appreciation/depreciation of the underlying interests of the investee.
(i)	The charges represent incremental costs of complying with European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.
(j)	Other adjustments include costs which impact period-to-period comparability and do not represent the underlying ongoing results of our business. For 2025 and 2026, amounts include costs associated with leadership transitions, strategic projects, a stockholder activist matter, the Company’s strategic review and the Transaction, and a cyber incident. Other adjustments includes the following expenses (in millions):

	Three Months Ended						Nine Months Ended
	October 2, 2026			September 26, 2025			October 2, 2026			September 26, 2025
Leadership transition costs	$	—		$	1.0		$	1.5		$	1.7
Strategic projects		1.8			0.7			2.6			2.1
Stockholder activist matter		0.1			—			3.9			—
Strategic review and Transaction		6.9			—			8.2			—
Cyber incident costs		0.5			—			1.2			—

(k)	Tax adjustments include changes to uncertain tax benefits and associated interest for all periods presented, and for 2026 also reflect nondeductible transaction costs. In addition, included in the amount for the first nine months of 2025 is the write off of a deferred tax asset for $4.1 million related to a portion of the unamortized original issue discount due to the partial exchange of the 2028 Convertible Notes.
(l)	Loss on extinguishment of debt consists of accelerated write-offs of unamortized deferred debt issuance costs and discounts, which are included in interest expense.
(m)	Debt conversion inducement expense relates to the partial exchange of the 2028 Convertible Notes and is recorded within Other loss, net in the Condensed Consolidated Statements of Operations.

Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures.

Table B: Adjusted Operating Income Reconciliations (in thousands)
	Three Months Ended						Nine Months Ended
	October 2, 2026			September 26, 2025			October 2, 2026			September 26, 2025
Operating income (GAAP)	$	28,209		$	56,439		$	94,606		$	165,329
Adjustments:
Amortization of intangible assets		15,749			16,249			47,716			47,220
Certain legal expenses		828			181			2,967			292
Restructuring and restructuring-related charges		4,666			2,749			10,911			6,426
Acquisition and integration costs		102			1,372			1,717			8,121
Other general expenses		4,176			6,247			12,322			6,253
ERP implementation		3,947			—			12,221			—
Medical device regulations		45			183			389			695
Other adjustments		8,568			2,476			17,485			3,749
Adjusted operating income (non-GAAP)	$	66,290		$	85,896		$	200,334		$	238,085

Table C: EBITDA and Adjusted EBITDA Reconciliations (in thousands)
	Three Months Ended								Nine Months Ended
	October 2, 2026				September 26, 2025				October 2, 2026			September 26, 2025
Income from continuing operations (GAAP)	$	14,978			$	39,678			$	55,089		$	54,222
Interest expense		9,701				9,367				29,570			33,926
Provision (benefit) for income taxes		2,534				6,314				6,065			24,367
Depreciation(a)		16,697				15,562				50,783			44,588
Amortization of intangible assets and financing leases		17,653				17,478				53,116			50,570
EBITDA (non-GAAP)		61,563				88,399				194,623			207,673
Stock-based compensation(b)		4,052				4,341				13,886			16,691
Certain legal expenses		828				181				2,967			292
Restructuring and restructuring-related charges		4,666				2,749				10,911			6,426
Acquisition and integration costs		102				1,372				1,717			8,121
Other general expenses		4,176				6,247				12,322			6,253
ERP implementation		3,947				—				12,221			—
(Gain) loss on equity investments		(31	)			(50	)			1,395			(223	)
Debt conversion inducement expense		—				—				—			46,681
Medical device regulations		45				183				389			695
Other adjustments		8,568				2,476				17,485			3,749
Adjusted EBITDA (non-GAAP)	$	87,916			$	105,898			$	267,916		$	296,358

(a)	Excludes amounts included in Restructuring and restructuring-related charges.
(b)	Total stock-based compensation expense less amounts included in Restructuring and restructuring-related charges, ERP implementation, and Other adjustments.

Table D: Organic Sales Change Reconciliation (% Change)
	GAAP Reported Growth		Impact of Foreign Currency(a)		Impact of Strategic Exits and Acquisitions(a)		Non-GAAP Organic Change
QTD Change (3Q 2026 vs. 3Q 2025)
Product Line
Cardio & Vascular	(5.1)%		(0.1)%		0.1%		(5.1)%
Cardiac Rhythm Management & Neuromodulation	3.9%		—%		—%		3.9%
Other Markets	(49.7)%		—%		(28.3)%		(21.4)%
Total Sales	(3.9)%		—%		(1.7)%		(2.2)%
YTD Change (9M 2026 vs. 9M 2025)
Product Line
Cardio & Vascular	(2.2)%		0.2%		0.3%		(2.7)%
Cardiac Rhythm Management & Neuromodulation	3.3%		—%		—%		3.3%
Other Markets	(46.8)%		—%		(30.9)%		(15.9)%
Total Sales	(2.0)%		0.1%		(1.3)%		(0.8)%

(a)	Sales growth has been adjusted to exclude the impact of foreign currency exchange rate fluctuations, when applicable, and strategic exits and acquisitions.

Table E: Net Total Debt Reconciliation (in thousands)
	October 2, 2026			December 31, 2025
Total debt	$	1,219,247		$	1,185,179
Add: Debt discounts and deferred issuance costs included in Total debt		18,037			22,105
Total principal amount of debt outstanding		1,237,284			1,207,284
Less: Cash and cash equivalents		14,135			17,161
Net Total Debt (Non-GAAP)	$	1,223,149		$	1,190,123

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were Integer Holdings' third-quarter 2026 sales and earnings?

Integer reported $449.661 million in sales and $0.43 diluted EPS from continuing operations for the three months ended October 2, 2026. Sales declined 3.9% and diluted EPS declined 61.3% versus the comparable 2025 quarter. Adjusted EPS was $1.34, down 25.1%.

When is the KKR-affiliate acquisition of Integer Holdings expected to close?

Integer anticipates the acquisition will close by the end of 2026, subject to remaining closing conditions, including required regulatory approvals. Stockholders approved adoption of the merger agreement on October 21, 2026, following early termination of the antitrust waiting period on September 29, 2026.

How does Integer Holdings calculate its debt leverage ratio?

Integer calculates its leverage ratio by dividing net total debt by adjusted EBITDA for the trailing four quarters. Net total debt is the total principal amount of debt outstanding less cash and cash equivalents. The ratio was 3.3 times as of October 2, 2026.