Integra LifeSciences (NASDAQ: IART) adopts renewed CIC severance plan

Rhea-AI Filing Summary

Integra LifeSciences Holdings Corporation adopted a renewed change in control severance program for certain senior executives, effective January 1, 2026. The program applies if an executive is terminated without cause or resigns for good reason within two years after a change in control that occurs by December 31, 2026.

Covered leaders include CFO Lea Knight and business presidents Robert T. Davis, Jr., Michael McBreen, and Harvinder Singh. On a qualifying termination, they may receive a lump sum of 1.5 times their salary plus target bonus, or 2 times for Ms. Knight, a pro rata target bonus for the year of termination, subsidized COBRA premiums for up to 18 months, up to 12 months of outplacement services, and any earned but unpaid prior-year bonus. Benefits require a release of claims and are subject to a “best pay cap” that can reduce payments to mitigate excise taxes. The program runs through December 31, 2026, with automatic extensions after a change in control or qualifying termination until all obligations are met.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware			0-26224			51-0317849
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(IRS Employer Identification No.)

1100 Campus Road

Princeton, NJ 08540

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (609) 275-0500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities Registered Pursuant to Section12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Exchange on Which Registered
Common Stock, Par Value $.01 Per Share			IART			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2025, Integra LifeSciences Holdings Corporation (the “Company”) adopted a change in control severance program (the “Program”) under which certain executives of the Company, including Lea Knight, Executive Vice President and Chief Financial Officer, Robert T. Davis, Jr., Executive Vice President, President – Tissue Technologies, Michael McBreen, Executive Vice President, President – Codman Specialty Surgical, and Harvinder Singh, Executive Vice President, President – International, are participants (each, an “executive participant”). The Program is effective as of January 1, 2026, and renews the Program for executive participants scheduled to expire on December 31, 2025.

The Program provides for the payment of severance and other benefits to the executive participants in the event of a “qualifying termination,” which means a termination of employment with the Company without “cause” or by the executive participant for “good reason,” in either case, on or within two years following a “change in control” of the Company and so long as such change in control occurs by December 31, 2026 (each, as defined in the Program). In the event of a qualifying termination, the Program provides for:

•a lump sum payment equal to 1.5 times (or 2 times for Ms. Knight) the sum of the executive participant’s annual base salary and target cash bonus;

•a lump sum payment equal to a pro rata portion of the executive participant’s target cash bonus for the partial fiscal year in which the termination occurs;

•Company-subsidized COBRA premium payments for up to eighteen months following the termination date;

•Company-paid outplacement services for up to twelve months following the termination date; and

•to the extent the executive participant has not yet received his or her short-term annual cash bonus for prior-year performance with the Company, the executive participant shall still receive such short-term annual cash bonus for prior-year performance at the time non-terminated employees receive such short-term annual cash bonus if such payment is due.

An executive participant’s right to receive the severance payments and benefits described above is subject to the delivery and non-revocation of an effective general release of claims in favor of the Company.

In addition, under the Program, to the extent that any change in control payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Internal Revenue Code, such payments and/or benefits may be subject to a “best pay cap” reduction to the extent necessary so that the executive participant receives the greater of the (i) net amount of the change in control payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the change in control payments and benefits without such reduction.

The term of the Program expires on December 31, 2026, and any extension of the term requires the approval of the Compensation Committee of the Company’s Board of Directors. However, upon the occurrence of a change in control, the term will automatically be extended until the two-year anniversary of the date on which the change in control occurs. In addition, if an executive participant incurs a qualifying termination during the term of the Program, the term automatically will be further extended until each party’s rights and obligations are fully satisfied.

The foregoing description of the Program is not complete and is subject to and qualified in its entirety by the terms of the Program, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Change in Control Severance Program

104 Cover Page Interactive Data File (embedded within the inline XRBL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: December 12, 2025			By:			/s/ Lesha Shinn
						Lesha Shinn
			Title:			Vice President, Deputy General Counsel, Corporate
						and Business Development and Secretary

FAQ

What executive severance program did Integra LifeSciences (IART) put in place?

Integra LifeSciences implemented a change in control severance program for certain executives, effective January 1, 2026, renewing similar protections that were scheduled to expire on December 31, 2025.

Which Integra LifeSciences (IART) executives are covered by the change in control program?

The program covers Lea Knight (Executive Vice President and CFO), Robert T. Davis, Jr. (Executive Vice President, President – Tissue Technologies), Michael McBreen (Executive Vice President, President – Codman Specialty Surgical), and Harvinder Singh (Executive Vice President, President – International).

How are severance payments calculated under Integra LifeSciences' change in control program?

Upon a qualifying termination after a change in control, each covered executive may receive a lump sum equal to 1.5 times their annual base salary plus target cash bonus, or 2 times that amount for Lea Knight, plus a pro rata target cash bonus for the year of termination.

What additional benefits do covered Integra LifeSciences (IART) executives receive after a qualifying termination?

In addition to cash severance, the program provides Company-subsidized COBRA premiums for up to 18 months, Company-paid outplacement services for up to 12 months, and payment of any earned but unpaid prior-year short-term cash bonus on the same schedule as non-terminated employees.

How long will Integra LifeSciences' change in control severance program remain in effect?

The program term runs through December 31, 2026, unless extended by the Compensation Committee. If a change in control occurs, the term automatically extends to the two-year anniversary of that event, and if a covered executive incurs a qualifying termination, it is further extended until all rights and obligations are fully satisfied.

Does Integra LifeSciences' program address excise taxes on change in control payments?

Yes. If any change in control payments or benefits would be subject to the Section 4999 excise tax, they may be reduced under a “best pay cap” so the executive receives the greater of the net amount with or without such reduction.