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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.
Integer Holdings Corporation entered into an Agreement and Plan of Merger under which Armstrong Bidco, an affiliate of funds managed by Kohlberg Kravis Roberts & Co., will merge with Integer in an all‑cash transaction at $127 per share. Integer will survive as a wholly owned subsidiary of Armstrong Parent.
Equity and debt financing commitments are in place to fund the merger consideration, and the deal is not subject to a financing condition. Closing requires approval by a majority of outstanding shares, antitrust and foreign investment clearances, absence of injunctions, no Company Material Adverse Effect, and satisfaction of other customary conditions by an outside date of May 2, 2027.
The agreement includes a $154,000,000 termination fee payable by Integer in specified circumstances and a $307,000,000 termination fee payable by Parent if it breaches or fails to close when required. Integer also adopted new indemnification agreements for directors and executive officers and amended and restated its bylaws to add Delaware and U.S. federal exclusive‑forum provisions. A proxy statement on Schedule 14A will be filed to seek stockholder approval.
Integer Holdings Corporation agreed to be acquired by an affiliate of investment funds managed by KKR in an all-cash transaction valued at an enterprise value of approximately $5.7 billion. Integer stockholders will receive $127 per share in cash, a premium of 51.8% to the April 29, 2026 closing price and 28.8% to the 30-day VWAP as of July 31, 2026.
The board unanimously approved the merger agreement and recommends that stockholders vote to approve it. Closing is expected by the end of the year, subject to stockholder and regulatory approvals, and there is no financing contingency. After completion, Integer will become a private company and its shares will be delisted from the NYSE. Integer also reported second-quarter 2026 results in a separate release and withdrew its previously issued financial outlook.
Integer Holdings Corporation reported softer second-quarter 2026 results while agreeing to be acquired by KKR in an all-cash deal. Sales were $464 million, down 2.6% year over year, with organic sales down 1.5%. GAAP operating income fell to $35 million, down 42%, and GAAP income from continuing operations declined to $24 million, with diluted EPS of $0.69, down 34%.
Non-GAAP performance was more stable: adjusted operating income was $73 million (down 10%), adjusted net income was $55 million (essentially flat), adjusted EPS rose to $1.60 (up 3%), and adjusted EBITDA was $95 million (down 4%). Cardio & Vascular sales decreased 2%, Cardiac Rhythm Management & Neuromodulation grew 1%, and Other Markets declined 43% primarily due to the Portable Medical exit.
Total debt increased to $1.238 billion, with non-GAAP net total debt of $1.236 billion and a leverage ratio of 3.2x adjusted EBITDA. An affiliate of investment funds managed by KKR agreed to acquire all outstanding Integer shares in a transaction valued at an enterprise value of $5.7 billion, with stockholders to receive $127 per share in cash. In light of the pending transaction, Integer withdrew its financial outlook and canceled its previously scheduled earnings call and webcast.
Integer Holdings Corp filed an initial statement of beneficial ownership for executive officer Milo Stephen Metcalf II, who serves as EVP, Operations (US). The filing does not report any specific equity transactions and serves to formally register his status as a reporting person under SEC rules.
Metcalf Milo Stephen II reported acquisition or exercise transactions in this Form 4 filing.
Integer Holdings Corp executive Milo Stephen Metcalf II, EVP, Operations, reported two grants of restricted stock units. He received 4,532 RSUs and 892 RSUs, each RSU convertible into one share of common stock. The 4,532 RSUs vest in three equal annual installments beginning on July 6, 2027, and the 892 RSUs vest in full on July 6, 2029.
Integer Holdings Corp Chief Human Resources Officer Thor K. Kirk reported routine equity compensation activity. On June 30, 2026, 6,120 restricted stock units vested and converted into the same number of common shares. To cover tax obligations, 2,409 shares were disposed of via tax-withholding, leaving him with 38,693 common shares held directly after the transactions. No open-market buying or selling occurred.
Integer Holdings Corp reported that executive John A. Harris, President of Global Operations & Manufacturing Technology, received a grant of restricted stock units. On June 29, 2026, he was awarded 1,096 RSUs, which represent the right to receive the same number of common shares in the future.
The RSUs convert into common stock on a one-for-one basis and vest on December 31, 2027. After this compensation-related award, Harris is shown as holding 1,096 RSUs directly, with no open-market buying or selling reported in this filing.
Integer Holdings Corporation is changing the role and compensation of Jim Stephens, currently President of Cardiac Rhythm Management & Neuromodulation. Effective June 29, 2026, he will become Executive Vice President, Special Projects under a letter agreement dated June 26, 2026.
This special projects role is scheduled to end on March 31, 2027, unless ended earlier by either party. If a Change of Control under Mr. Stephens’ May 22, 2026 change of control agreement occurs on or before that date and he remains employed through the Termination Date, his separation will be treated as a termination without Cause for purposes of that agreement. Mr. Stephens will not be eligible for short-term or long-term incentive awards in 2027, while all other employment terms remain the same.