Integer Holdings (ITGR) CFO exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Integer Holdings Corp EVP and CFO Diron Smith reported routine equity compensation activity involving restricted stock units. On May 8, 2026, 2,063 restricted stock units were exercised into the same number of common shares, and 503 shares were withheld at a price of $88.12 per share to cover tax obligations. After these transactions, Smith directly holds about 12,918.83 shares of Integer Holdings common stock. Footnotes explain that restricted stock units convert into common stock on a one-for-one basis and reference a prior grant of 6,188 units awarded on May 8, 2023, vesting in three equal annual installments beginning May 8, 2024.

Insider Trade Summary

2,063 shares exercised/converted

Mixed 3 txns

Insider Smith Diron

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,063	$0.00	--
Exercise	Common Stock	2,063	$0.00	--
Tax Withholding	Common Stock	503	$88.12	$44K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 13,421.83 shares (Direct, null)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. On May 8, 2023, the reporting person was granted 6,188 restricted stock units, vesting in three equal annual installments beginning on May 8, 2024.

Key Figures

RSUs exercised: 2,063 units Tax-withheld shares: 503 shares Tax price per share: $88.12 per share +2 more

5 metrics

RSUs exercised 2,063 units Restricted stock units converted to common stock on May 8, 2026

Tax-withheld shares 503 shares Shares withheld to cover tax obligations at $88.12 per share

Tax price per share $88.12 per share Valuation applied to 503 shares used for tax withholding

Shares held after transactions 12,918.83 shares Direct common stock holdings of Diron Smith after Form 4 transactions

Original RSU grant 6,188 units Grant dated May 8, 2023, vesting in three annual installments

Key Terms

Restricted stock units, derivative security, tax-withholding disposition

3 terms

Restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

derivative security financial

"classified as an exercise or conversion of a derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

tax-withholding disposition financial

"503 shares were disposed of as tax withholding at $88.12 per share"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Diron

(Last) (First) (Middle)

5830 GRANITE PARKWAY

SUITE 1150

(Street)

PLANO TEXAS 75024

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Integer Holdings Corp [ ITGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/08/2026		M		2,063	A	$0(1)	13,421.83	D
Common Stock	05/08/2026		F		503	D	$88.12	12,918.83	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/08/2026		M			2,063	(2)	(2)	Common Stock	2,063	$0	0	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On May 8, 2023, the reporting person was granted 6,188 restricted stock units, vesting in three equal annual installments beginning on May 8, 2024.

Remarks:

	/s/ Mark Zawodzinski as attorney-in-fact for Diron Smith.	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Integer Holdings (ITGR) report for Diron Smith?

Integer Holdings reported that EVP and CFO Diron Smith exercised 2,063 restricted stock units into common shares and had 503 shares withheld to cover taxes. These transactions reflect routine equity compensation activity rather than open-market buying or selling of ITGR stock.

How many Integer Holdings (ITGR) shares does CFO Diron Smith now hold?

Following the reported transactions, EVP and CFO Diron Smith directly holds about 12,918.83 shares of Integer Holdings common stock. This figure comes from the Form 4 totals after accounting for both the RSU conversion and the tax-withholding share disposition.

Was there an open-market sale of Integer Holdings (ITGR) shares in this Form 4?

The Form 4 shows no open-market sale. Instead, 503 Integer Holdings shares were disposed of as tax withholding at $88.12 per share when restricted stock units converted, a standard mechanism to satisfy tax obligations on equity awards.

What restricted stock unit grant is referenced for Integer Holdings (ITGR) CFO?

Footnotes state that on May 8, 2023, Diron Smith was granted 6,188 restricted stock units, vesting in three equal annual installments starting May 8, 2024. These units convert into Integer Holdings common stock on a one-for-one basis when they vest and are settled.

How many restricted stock units did Integer Holdings (ITGR) CFO exercise?

Diron Smith exercised 2,063 restricted stock units into 2,063 Integer Holdings common shares. The filing classifies this as an exercise or conversion of a derivative security, consistent with standard RSU settlement practices for executive compensation.