Integer Holdings Corp. (ITGR) announced that it received early termination of the Hart-Scott-Rodino waiting period for its pending acquisition by an affiliate of investment funds managed by KKR. The termination satisfies one condition to closing; the merger remains subject to Integer stockholder approval, other applicable regulatory approvals, and other customary closing conditions, including approvals under certain other applicable antitrust and foreign direct investment laws.
Under the merger agreement, an affiliate of KKR-managed investment funds will acquire all outstanding Integer shares for $127 per share in cash; the transaction represents total enterprise value of approximately $5.7 billion. Integer expects the transaction to close by the end of calendar year 2026, subject to these conditions. Integer also lists Armstrong Parent’s ability to obtain the necessary financing arrangements set forth in its commitment letters as a factor that could affect completion.
Integer’s virtual special meeting is scheduled for October 21, 2026, at 9:00 a.m. Central Time. Stockholders of record as of the close of business on September 8, 2026, are entitled to vote. Integer’s board unanimously recommends voting “FOR” the merger agreement and the other related proposals.
Integer Holdings Corp (ITGR) insider Thor Kirk K, Chief Human Resources Officer, reported open-market sales of a total of 31,540 shares of Common Stock in mid-September 2026. He sold 19,773 shares on September 14, 2026 at a weighted average price of $126.2545 per share, in multiple trades between $126.25 and $126.30, and 11,767 shares on September 15, 2026 at a weighted average price of $126.2255 per share, in multiple trades between $126.22 and $126.2311. The transactions are reported as direct ownership sales, no Rule 10b5-1 trading plan is indicated, and post-transaction share holdings are not stated.
Integer Holdings Corp (ITGR) received a notice that an officer, Kirk K. Thor, plans to sell up to 4,700 shares of common stock under Rule 144 through Fidelity Brokerage Services LLC. These shares arise from restricted stock vesting events scheduled for February 20, 2026 and June 30, 2026.
Integer Holdings Corporation (ITGR) is asking stockholders to approve a merger in which Armstrong Bidco, Inc., an affiliate of KKR-managed funds, will merge into ITGR, making ITGR a wholly owned subsidiary of Armstrong Parent, Inc. Each share of ITGR common stock will be converted into the right to receive $127.00 in cash, without interest, a cash-out price the board states represents an approximately 51.8% premium to the unaffected closing price of $83.67 on April 29, 2026. Completion requires approval by holders of at least a majority of outstanding shares as of the September 8, 2026 record date, plus antitrust and other regulatory clearances, and is currently expected by the end of 2026. The transaction is fully cash-financed through committed equity from KKR Core II Holding Company LLC and new debt facilities, and is not subject to a financing condition. Stockholders who do not vote for the merger and strictly follow Delaware appraisal procedures may seek a court-determined cash “fair value” instead of the merger consideration.
Integer Holdings Corp (ITGR) received a Rule 144 notice from officer Kirk K. Thor covering a planned sale of up to 31,540 shares of common stock through Charles Schwab on the NYSE, dated September 11, 2026. The shares relate to multiple grants of vested RSUs received as equity compensation from 2019 through 2026.
Integer Holdings Corp (ITGR) reported that Andrew Senn, its President, Growth & Innovation, sold 9,408 shares of Common Stock on September 8, 2026, in a sale described as an open market or private transaction at $126.30 per share. Following this transaction, he directly holds 5,405 shares of Integer Holdings common stock, and no Rule 10b5-1 trading plan is reported.
Integer Holdings Corp (ITGR) received a Rule 144 notice that officer Andrew Senn plans to sell up to 9,408 shares of its common stock through Fidelity Brokerage Services LLC, with an approximate sale date of September 8, 2026 on the NYSE.
The planned sale has an aggregate market value of $1,188,230.40. The shares derive from multiple restricted stock vesting grants received as compensation from January 2022 through February 2025. Integer Holdings reports 33,992,048 shares of common stock outstanding in connection with this notice.
Integer Holdings Corporation (ITGR) is asking stockholders to approve a cash merger in which affiliates of investment funds managed by subsidiaries of KKR & Co. Inc., through Armstrong Parent, Inc. and Armstrong Bidco, Inc., will acquire ITGR. Each share of ITGR common stock (other than excluded and dissenting shares) will be converted at closing into the right to receive $127.00 in cash without interest, a premium of about 51.8% over the unaffected closing price of $83.67 on April 29, 2026, the last trading day before ITGR’s strategic review announcement.
The ITGR board unanimously determined the merger agreement is in the best interests of stockholders, approved the transaction, and recommends voting “FOR” the merger agreement, the advisory vote on merger-related executive compensation, and the adjournment proposal. Completion requires approval by holders of at least a majority of outstanding ITGR shares, expiration or termination of antitrust waiting periods under the HSR Act and certain other clearances, absence of legal prohibitions, and satisfaction of customary conditions including no ITGR material adverse effect. Parent intends to fund the cash consideration with new debt and equity financing plus cash on hand, backed by commitments for a $2.1 billion term loan, a $350 million revolver and a $3.825 billion equity contribution.
If the merger is completed, ITGR will become a wholly owned subsidiary of Parent and its stock will cease to trade on the NYSE; if not, ITGR will remain an independent public company and, in some failure scenarios, ITGR or Parent may owe termination fees. Stockholders who do not vote in favor and strictly follow Delaware procedures may seek a judicial appraisal of the fair value of their shares instead of receiving the merger cash consideration.
Nomura Holdings, Inc. and Nomura Global Financial Products, Inc. (NGFP) report a passive ownership position in Integer Holdings Corp. common stock. They report beneficial ownership of 1,821,161.01 shares, representing 5.4% of Integer’s common stock, based on 33,954,839 shares outstanding as of April 24, 2026.
The position consists of 1,554,450 shares of common stock held by NGFP and 266,711.01 shares underlying call options that are exercisable within 60 days. Voting and dispositive power over these shares is reported as shared, with no sole voting or dispositive power. Nomura states that some other subsidiaries’ holdings, if any, are disaggregated under SEC guidance.
Integer Holdings reported second-quarter sales of $464.1 million, compared with $476.5 million a year earlier, and net income of $23.6 million, compared with $37.0 million. Gross profit was $112.9 million and operating income was $34.5 million as restructuring and other charges increased to $9.4 million, including a $5.9 million fixed asset impairment related to certain manufacturing equipment.
For the first six months of 2026, sales were $903.7 million and net income was $40.1 million, compared with $913.9 million and $14.5 million in the prior-year period. Operating cash flow was $84.4 million. Long-term debt was $1.238 billion and cash and cash equivalents were $21.4 million as of July 3, 2026; the company also completed a $50.0 million accelerated share repurchase totaling 589,605 shares.
Subsequent to quarter-end, Integer agreed to be acquired by KKR-affiliated Armstrong Parent and Armstrong Bidco for $127.00 in cash per share. The merger is subject to stockholder approval, antitrust and foreign direct investment clearances, and other customary closing conditions. If consummated, Integer would be delisted from the NYSE and become a privately held company.