Integer Holdings Corp.

10/14/2026 | Press release | Distributed by Public on 10/14/2026 06:47

Material Event (Form 8-K)

Item 8.01 Other Events

As previously disclosed, on August 2, 2026, Integer Holdings Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Transaction"), by and among the Company, Armstrong Parent, Inc., a Delaware corporation ("Parent"), and Armstrong Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are each affiliates of investment funds managed by Kohlberg Kravis Roberts & Co. L.P., a leading global investment firm.

On September 14, 2026, the Company filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement (as such may be supplemented from time to time, the "Proxy Statement") with respect to the special meeting of the Company's stockholders (the "Special Meeting") to be held in connection with the Transaction. The Special Meeting to approve (among other things) the Merger is scheduled for October 21, 2026, at 9 a.m. Central Time as further described in the Proxy Statement.

Litigation and Stockholder Demand Letters Related to the Mergers

As of the date of this Current Report on Form 8-K (this "Current Report"), individual Company stockholders have filed three complaints relating to the Merger: (i) Richard Delman and David Rosenthal v. Sheila Antrum et al., Index No. EF2026-1427 (N.Y. Sup. Ct. Chemung Cnty. Oct. 6, 2026) (the "Delman Action"); (ii) Michael Kent v. Integer Holdings Corporation et al., Index No. 655425/2026 (N.Y. Sup. Ct. N.Y. Cnty. Sept. 24, 2026) (the "Kent Action"); and (iii) Robert Walsh v. Integer Holdings Corporation et al., Index No. 655413/2026 (N.Y. Sup. Ct. N.Y. Cnty. Sept. 23, 2026) (the "Walsh Action" and together with the Delman and Kent Actions, the "Lawsuits"). The Delman Action was filed in the Supreme Court of New York, County of Chemung, and the Kent and Walsh Actions were filed in the Supreme Court of New York, County of New York. The Lawsuits name as defendants the Company and the Company's board of directors. The Lawsuits allege, among other claims, that the Proxy Statement omits and/or misleadingly describes material information about the Merger in violation of New York common law. The Lawsuits seek, among other remedies, an order enjoining the consummation of the Merger. Additionally, attorneys claiming to represent thirteen purported Company stockholders have sent demand letters to the Company that allege similar disclosure deficiencies in the Proxy Statement (together with the Lawsuits, the "Litigation Matters"). There can be no assurance regarding the ultimate outcome of the Litigation Matters.

It is possible that additional, similar complaints may be filed, that the Lawsuits described above may be amended, and/or that the Company will receive additional, similar demand letters. If this occurs, the Company does not intend to announce the filing or receipt of each additional, similar complaint or demand letter or any amended complaint, unless required by law.

The Company believes that the claims asserted in the Litigation Matters are without merit. However, in order to alleviate the costs, risks and uncertainties inherent in potential litigation, the Company has determined to voluntarily supplement the Proxy Statement as described in this Current Report (the "Supplemental Disclosures"). Nothing in this Current Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations set forth in the Litigation Matters that any additional disclosure in the Proxy Statement was or is required.

Supplemental Disclosures to the Proxy Statement

The Supplemental Disclosures should be read in connection with the Proxy Statement, which should be read in its entirety, including all risk factors and cautionary notes contained therein. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. To the extent that information in the below Supplemental Disclosures differs from, or updates information contained in, the Proxy Statement, the information in the below Supplemental Disclosures will

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