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2025-07-02
2025-07-02
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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): July 2, 2025
_______________________________

INTEGER
HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
Delaware |
1-16137 |
16-1531026 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5830
Granite Parkway, Suite 1150
Plano,
Texas 75024
(Address of Principal Executive Offices) (Zip Code)
(214)
618-5243
(Registrant's telephone number, including area code)
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:
☐ |
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 Section
12(b) of the Act:
Title of
each class |
Trading Symbol(s) |
Name of each
exchange on which registered |
Common
Stock, $0.001 par value per share |
ITGR |
New
York Stock Exchange |
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 8.01. Other Events.
On July 2, 2025, Integer Holdings Corporation (the “Company”) announced that
it had notified the holders of its 2.125% Convertible Senior Notes due 2028 (the “Notes”) that the Notes have become convertible,
at the option of the holders during the calendar quarter ending 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.
A copy of the Company’s press release, dated July 2, 2025, is attached hereto as
Exhibit 99.1 and is incorporated by reference into this Item 8.01. A copy of the notice provided to the holders of the Notes in accordance
with the terms of the indenture governing the Notes is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item
8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description of Exhibit |
99.1 |
|
Press Release dated July 2, 2025 |
99.2 |
|
Form of Notice of Convertibility to Holders of Integer
Holdings Corporation’s 2.125% Convertible Senior Notes due 2028 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline
XBRL 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.
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INTEGER HOLDINGS CORPORATION |
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Date: July 2, 2025 |
By: |
/s/ Diron Smith |
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Diron Smith |
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Executive Vice President and Chief Financial Officer |
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