Integer Holdings (NYSE: ITGR) CEO reports PSU vesting and tax share use

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Integer Holdings Corp President & CEO Payman Khales reported multiple equity transactions involving performance-based awards and tax-related share dispositions. On February 24, 2026, 16,077 and 26,983 restricted stock units vested and converted into the same number of common shares after financial and relative total shareholder return goals were met.

These restricted stock units convert into common stock on a one-for-one basis. On the same date, 16,945 common shares at $87.10 were disposed of and on February 20, 2026, 4,638 shares at $84.85 were disposed of to satisfy tax obligations. Following these transactions, Khales directly owned 61,854 common shares.

Insider Trade Summary

43,060 shares exercised/converted

Mixed 8 txns

Insider Khales Payman

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,077	$0.00	--
Exercise	Restricted Stock Units	26,983	$0.00	--
Exercise	Common Stock	16,077	$0.00	--
Exercise	Common Stock	26,983	$0.00	--
Tax Withholding	Common Stock	16,945	$87.10	$1.48M
Grant/Award	Common Stock	7,389	$0.00	--
Grant/Award	Common Stock	7,516	$0.00	--
Tax Withholding	Common Stock	4,638	$84.85	$394K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 51,816 shares (Direct)

Footnotes (1)

Represents the vesting of performance-based restricted stock units ("PSU") that have vested based upon the satisfaction of specified financial performance targets based upon organic sales growth achievement for each of 2023, 2024 and 2025. The criteria for the vesting of these PSUs into shares has been met. Represents the vesting of PSUs that have vested based upon the satisfaction of 3-year relative total shareholder return goals. The criteria for the vesting of these PSUs into shares has been met. Restricted stock units convert into common stock on a one-for-one basis. On November 2, 2022, the reporting person was granted 16,077 restricted stock units that vested on February 24, 2026. On February 24, 2023, the reporting person was granted 26,983 restricted stock units that vested on February 24, 2026.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 07:19 PM

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^*

Khales Payman

(Last)

(First)

(Middle)

5830 GRANITE PARKWAY, SUITE 1150

(Street)

PLANO

75024

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		A		7,389⁽¹⁾	A	$0	32,861	D
Common Stock	02/20/2026		A		7,516⁽²⁾	A	$0	40,377	D
Common Stock	02/20/2026		F		4,638	D	$84.85	35,739	D
Common Stock	02/24/2026		M		16,077	A	⁽³⁾	51,816	D
Common Stock	02/24/2026		M		26,983	A	⁽³⁾	78,799	D
Common Stock	02/24/2026		F		16,945	D	$87.1	61,854	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/24/2026		M			16,077	⁽⁴⁾	⁽⁴⁾	Common Stock	16,077	$0	0	D
Restricted Stock Units	⁽³⁾	02/24/2026		M			26,983	⁽⁵⁾	⁽⁵⁾	Common Stock	26,983	$0	0	D

Explanation of Responses:

1. Represents the vesting of performance-based restricted stock units ("PSU") that have vested based upon the satisfaction of specified financial performance targets based upon organic sales growth achievement for each of 2023, 2024 and 2025. The criteria for the vesting of these PSUs into shares has been met.

2. Represents the vesting of PSUs that have vested based upon the satisfaction of 3-year relative total shareholder return goals. The criteria for the vesting of these PSUs into shares has been met.

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

4. On November 2, 2022, the reporting person was granted 16,077 restricted stock units that vested on February 24, 2026.

5. On February 24, 2023, the reporting person was granted 26,983 restricted stock units that vested on February 24, 2026.

Remarks:

	/s/ Mark Zawodzinski as attorney-in-fact for Payman Khales.	02/24/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Integer Holdings (ITGR) CEO report in this Form 4 filing?

Integer Holdings CEO Payman Khales reported equity award vesting and related share dispositions. Performance-based restricted stock units converted into common shares, and some of those shares were delivered to cover tax obligations tied to the vesting events.

How many restricted stock units vested for Integer Holdings CEO Khales?

Two tranches of restricted stock units vested for Payman Khales: 16,077 units from a November 2, 2022 grant and 26,983 units from a February 24, 2023 grant. Each restricted stock unit converted into one share of Integer Holdings common stock.

What performance criteria triggered the PSU vesting at Integer Holdings (ITGR)?

The performance-based restricted stock units vested after meeting specified financial performance targets, including organic sales growth for 2023, 2024, and 2025, and separate three-year relative total shareholder return goals. Once these criteria were satisfied, the PSUs converted into common shares on a one-for-one basis.

Were any Integer Holdings shares sold on the market in this Form 4?

The filing shows share dispositions coded as “F”, meaning shares were delivered to cover tax liabilities. Specifically, 16,945 shares at $87.10 and 4,638 shares at $84.85 were used for taxes, rather than representing open-market sales transactions.

How many Integer Holdings shares does CEO Payman Khales own after these transactions?

After the reported vesting and tax-withholding dispositions, Payman Khales directly owns 61,854 shares of Integer Holdings common stock. This total reflects the net effect of the awards converting into shares and the shares delivered to satisfy associated tax obligations.

What new stock grants did Integer Holdings (ITGR) CEO receive in February 2026?

On February 20, 2026, Payman Khales received two common stock awards: 7,389 shares and 7,516 shares. These are reported as grants or awards at a price of $0.00 per share, indicating they were part of his equity compensation package.