Form 8-K

8-K — Integer Holdings Corp

Accession: 0000950103-26-015975

Filed: 2026-10-21

Period: 2026-10-21

CIK: 0001114483

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — dp255254_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp255254_ex9901.htm)

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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):

October 21, 2026

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)

(IRS 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

____________________________

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 (see General Instruction

A.2. below):

☐ 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 5.07 Submission of Matters to a Vote of Security Holders.

On October 21, 2026, Integer Holdings Corporation, a Delaware corporation

(“ITGR” or the “Company”), held a special meeting of its stockholders (the “Special Meeting”) to consider

and vote on proposals related to the Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated

thereby, the “Transaction”), dated as of August 2, 2026, 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.

As of the close of business on September 8, 2026, the record date for

determining the stockholders entitled to notice of, and to vote at, the Special Meeting, there were 33,997,068 shares of common stock,

par value $0.001 per share, of the Company (“ITGR Common Stock”) outstanding, each of which entitled the holder thereof to

one vote, virtually or by proxy, for each proposal duly brought before the Special Meeting. A total of 26,077,841 shares of ITGR Common Stock,

representing approximately 76.70% of the issued and outstanding shares of ITGR Common Stock entitled to vote at the Special Meeting, were

present virtually or by proxy at the Special Meeting, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

1. A proposal to adopt the Merger Agreement and the Merger (the “First Proposal”).

The First Proposal was approved by the requisite vote of the Company’s

stockholders. The final voting results for the First Proposal are described below. For more information on the First Proposal, see the

Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September

14, 2026 and mailed to the Company’s stockholders on or about September 14, 2026 (the “Proxy Statement”).

1. The First Proposal:

For

Against

Abstain

26,065,335

10,513

1,993

2. A proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or become payable by the Company

to its named executive officers that is based on or otherwise relates to the Transaction as contemplated in the Merger Agreement (the

“Second Proposal”).

The Second Proposal was approved by the requisite vote of the Company’s

stockholders. The final voting results for the Second Proposal are described below. For more information on the Second Proposal, see the

Proxy Statement.

2. The Second Proposal:

For

Against

Abstain

23,859,897

2,172,522

45,422

3. A proposal to approve the adjournment of the Special Meeting to a later date, if necessary or appropriate, to solicit additional proxies

if there are not sufficient votes to approve the First Proposal (the “Third Proposal”).

The Third Proposal was not voted on because the adjournment of the

Special Meeting to solicit additional proxies was not necessary. For more information on the Third Proposal, see the Proxy Statement.

Item 7.01 Regulation FD Disclosure.

On October 21, 2026, the Company issued a press release announcing

that the stockholder approval required in connection with the Transaction has been obtained and that the Transaction is expected to close

by the end of 2026 subject to the satisfaction or waiver of customary closing conditions. A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 to Form 8-K, the information

provided under this Item 7.01 and the information attached to this Current Report on Form 8-K as Exhibit 99.1 shall be deemed to be “furnished”

and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under

the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as expressly set forth by specific

reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination

or admission by the Company that the information in this report is material or complete, or that investors should consider this information

before making an investment decision with respect to any security of the Company or any of its affiliates.

Cautionary Statement Regarding Forward-Looking Statements

Some of the statements contained in this Current Report and other written

and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they

are “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange

Act, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. We have based these

forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and

assumptions. Forward-looking statements include, but are not limited to, statements relating to: the completion of the Transaction on

anticipated terms and timing, or at all, including obtaining regulatory approvals and satisfying other conditions to the completion of

the Transaction; potential litigation relating to the Transaction that could be instituted against the parties to the Merger Agreement

or their respective directors, managers, or officers, including the effects of any outcomes related thereto; our goals, plans, and strategic

initiatives; long-term growth prospects; maximizing value for our stockholders; and other events, conditions or developments that will

or may occur in the future; and timing of any of the foregoing. You can identify forward-looking statements by terminology such as “may,”

“will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,”

“believes,” “estimates,” “predicts,” “projects,” “forecast,” “outlook,”

“assume,” “potential” or “continue” or variations or the negative counterparts of these terms or other

comparable terminology. These statements are only predictions and are no guarantee of future performance, and investors should not place

undue reliance on forward-looking statements as predictive of future results. Actual events or results may differ materially from those

stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider

the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified

in their entirety by these cautionary factors and to others contained throughout this communication.

Forward-looking statements by their nature address matters that are,

to different degrees, uncertain, such as statements regarding the Transaction. All such forward-looking statements are based upon current

plans, estimates, expectations, opportunities and ambitions that are subject to risks, uncertainties, assumptions, and other important

factors, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed

in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to,

the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required

governmental and regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the termination

of the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all;

risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements

relating to the Transaction could have adverse effects on the market price of the Company’s common stock; the risk that the Transaction

and its announcement could have an adverse effect on the parties’ business relationships and business generally, including the ability

of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and

on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, regulatory and other stakeholder

approvals and support; the risk of unexpected future capital expenditures; the risk of potential litigation relating to the Transaction

that could be instituted against the Company or its directors and/or officers; the risk associated with third-party contracts containing

material consent, anti-assignment, transfer or other provisions that may be related to the Transaction which are not waived or otherwise

satisfactorily resolved; significant costs, or expenses incurred in connection with the Transaction; Parent’s ability to obtain

the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; certain restrictions

contained in the Merger Agreement that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;

the risk of various events that could disrupt operations, including pandemics, epidemics or other public health crises or severe weather

(such as droughts, floods, avalanches and earthquakes), cybersecurity attacks, security threats and governmental response to them, and

technological changes; the risks of labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other

effects of industry, market, economic, legal or legislative, political or regulatory conditions outside of the Company’s control.

All such factors are difficult to predict and are beyond our control, including those detailed in the Company’s annual report on

Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 23, 2026, the Company’s quarterly

report on Form 10-Q for the fiscal quarter ended July 3, 2026, which was filed with the SEC on August 4, 2026 and other documents subsequently

filed by the Company with the SEC. The Company’s forward-looking statements are based on assumptions that the Company believes to

be reasonable but that may not prove to be accurate. Other unpredictable factors not discussed in this communication could also have material

adverse effects on forward-looking statements. The Company does not assume an obligation to update any forward-looking statements, except

as required by applicable law. These forward-looking statements speak only as of the date hereof.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Exhibit

99.1

Press release issued by Integer Holdings Corporation on October 21, 2026

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.

Date: October 21, 2026

/s/

Lindsay K. Blackwood

Name: Lindsay K. Blackwood

Title: General Counsel and Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp255254_ex9901.htm · Sequence: 2

Exhibit 99.1

Integer Holdings

Corporation Stockholders Approve Proposals in Connection with KKR’s Proposed Acquisition of Integer

PLANO, Texas, October 21, 2026 (GLOBE

NEWSWIRE) – Integer Holdings Corporation (NYSE: ITGR) (“Integer” or the “Company”) and Armstrong Parent,

Inc. (“Parent”) today announced that, in connection with Parent’s proposed acquisition of the Company (the “Transaction”)

contemplated by their Agreement and Plan of Merger, dated as of August 2, 2026 (the “Merger Agreement”), the stockholders

of the Company have voted in favor of (1) the proposal to adopt the Merger Agreement and the Merger (the “First Proposal”)

and (2) the proposal to approve, on an advisory (non-binding) basis, the compensation that will or may be paid or become payable to Integer’s

named executive officers that is based on or otherwise related to the Transaction as contemplated in the Merger Agreement (the “Second

Proposal”) at a special meeting of stockholders held on October 21, 2026 (the “Special Meeting”).

At the Special Meeting, (1) approximately

99.95% of the shares voted on the First Proposal were cast in favor of the First Proposal, representing

approximately 76.66% of the total outstanding shares of Integer

common stock as of the record date, September 8, 2026 (the “Record Date”), and (2) the Second Proposal was approved by a

majority of the votes cast at the Special Meeting. The Company will provide a full report of the voting results from the Special Meeting

in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Transaction is anticipated to close

by the end of 2026, subject to the satisfaction or waiver of customary closing conditions specified in the Merger Agreement, including

the receipt of required regulatory approvals.

About Integer®

Integer Holdings Corporation (NYSE:

ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMOs) in the world, serving the cardio

and vascular, neuromodulation, and cardiac rhythm management markets. As a strategic partner of choice, we advance the goals of our medical

device customers through industry-leading engineering and manufacturing, with a relentless commitment to quality, service, and innovation.

The Company’s brands include Greatbatch Medical® and Lake Region Medical®. Additional information

is available at www.integer.net.

Contacts

Integer

Media Relations:

Misty Tippen

misty.tippen@integer.net

469-536-6702

Investor Relations:

Kristen Stewart

kristen.stewart@integer.net

551-337-3973

Cautionary Statement

Regarding Forward-Looking Statements

Some of the statements

contained in this communication and other written and oral statements made from time to time by us and our representatives are not statements

of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities

Act, and Section 21E of the Exchange Act, and are subject to the safe harbor created thereby under the Private Securities Litigation

Reform Act of 1995. We have based these forward-looking statements on our current expectations, and these statements are subject to known

and unknown risks, uncertainties and assumptions. Forward-looking statements include, but are not limited to, statements relating to:

the completion of the Transaction on anticipated terms and timing, or at all, including obtaining regulatory approvals and satisfying

other conditions to the completion of the Transaction; potential litigation relating to the Transaction that could be instituted against

the parties to the Merger Agreement or their respective directors, managers, or officers, including the effects of any outcomes related

thereto; our goals, plans, and strategic initiatives; long-term growth prospects; maximizing value for our stockholders; and other events,

conditions or developments that will or may occur in the future; and timing of any of the foregoing. You can identify forward-looking

statements by terminology such as “may,” “will,” “should,” “could,” “expects,”

“intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”

“projects,” “forecast,” “outlook,” “assume,” “potential” or “continue”

or variations or the negative counterparts of these terms or other comparable terminology. These statements are only predictions and

are no guarantee of future performance, and investors should not place undue reliance on forward-looking statements as predictive of

future results. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating

these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable

to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout

this communication.

Forward-looking

statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated

by the Transaction. All such forward-looking statements are based upon current plans, estimates, expectations, opportunities and ambitions

that are subject to risks, uncertainties, assumptions, and other important factors, many of which are beyond the control of the Company,

that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could

cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction,

including the timing, receipt and terms and conditions of any required governmental and regulatory approvals; the occurrence of any event,

change or other circumstances that could give rise to the termination of the Transaction; the risk that the parties may not be able to

satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business

operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market

price of the Company’s common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties’

business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel

and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen

or unknown liabilities; customer, regulatory and other stakeholder approvals and support; the

risk of unexpected

future capital expenditures; the risk of potential litigation relating to the Transaction that could be instituted against the Company

or its directors and/or officers; the risk associated with third-party contracts containing material consent, anti-assignment, transfer

or other provisions that may be related to the Transaction which are not waived or otherwise satisfactorily resolved; significant costs,

or expenses incurred in connection with the Transaction; Parent’s ability to obtain the necessary financing arrangements set forth

in the commitment letters received in connection with the Transaction; certain restrictions contained in the Merger Agreement that may

impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk of various events that

could disrupt operations, including pandemics, epidemics or other public health crises or severe weather (such as droughts, floods, avalanches

and earthquakes), cybersecurity attacks, security threats and governmental response to them, and technological changes; the risks of

labor disputes, changes in labor costs and labor difficulties; and the risks resulting from other effects of industry, market, economic,

legal or legislative, political or regulatory conditions outside of the Company’s control. All such factors are difficult to predict

and are beyond our control, including those detailed in the Company’s annual report on Form 10-K for the fiscal year ended December

31, 2025, which was filed with the SEC on February 23, 2026, the Company’s quarterly report on Form 10-Q for the fiscal quarter

ended July 3, 2026, which was filed with the SEC on August 4, 2026 and other documents subsequently filed by the Company with the SEC.

The Company’s forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove

to be accurate. Other unpredictable factors not discussed in this communication could also have material adverse effects on forward-looking

statements. The Company does not assume an obligation to update any forward-looking statements, except as required by applicable law.

These forward-looking statements speak only as of the date hereof.

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dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

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dei_

Data Type:

xbrli:booleanItemType

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duration