Form 8-K

8-K — Integer Holdings Corp

Accession: 0001171843-26-006960

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001114483

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — f8k_102926.htm (Primary)

EX-99.1 — PRESS RELEASE (exh_991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_102926.htm · Sequence: 1

Form 8-K

False000111448300011144832026-10-292026-10-29iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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 29, 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) (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 2.02. Results of Operations and Financial Condition.

On October 29, 2026, Integer Holdings Corporation issued a press release announcing its results for its third quarter ended October 2, 2026. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information contained in this report under Item 2.02 is being furnished and shall not be deemed 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. The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description of Exhibit

99.1 Press Release dated October 29, 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.

INTEGER HOLDINGS CORPORATION

Date: October 29, 2026 By: /s/ Diron Smith

Diron Smith

Executive Vice President and Chief Financial Officer

EX-99.1 — PRESS RELEASE

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EXHIBIT 99.1

Integer Holdings Corporation Reports Third Quarter 2026 Results

PLANO, Texas, Oct. 29, 2026 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR) today announced results for the three months ended October 2, 2026.

Third Quarter 2026 Highlights (compared to Third Quarter 2025, except as noted)

Sales decreased 3.9% to $450 million. Organic sales decreased 2.2%.

GAAP operating income from continuing operations totaled $28 million, a decrease of $28 million or 50%. Non-GAAP adjusted operating income totaled $66 million, a decrease of $20 million or 23%.

GAAP income from continuing operations totaled $15 million, a decrease of $25 million or 62%. Non-GAAP adjusted net income totaled $46 million, a decrease of $17 million or 27%.

GAAP diluted EPS from continuing operations totaled $0.43, a decrease of $0.68 or 61%. Non-GAAP adjusted EPS totaled $1.34, a decrease of $0.45 or 25%.

Adjusted EBITDA totaled $88 million, a decrease of $18 million or 17%.

From the end of 2025, total debt increased $34 million to $1.219 billion and Non-GAAP net total debt increased $33 million to $1.223 billion, resulting in a leverage ratio of 3.3 times adjusted EBITDA as of October 2, 2026.

As previously announced, given Integer’s pending acquisition by an affiliate of investment funds managed by KKR (the “Transaction”) pursuant to the Agreement and Plan of Merger, dated as of August 2, 2026, by and among Integer, Armstrong Parent, Inc. (“Parent”), and Armstrong Bidco, Inc. (the “Merger Agreement”), the Company is not providing a financial outlook and will not host a conference call to discuss its third quarter 2026 financial results. On September 29, 2026, the Company received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and on October 21, 2026, Integer's stockholders approved the adoption of the Merger Agreement. The Transaction is anticipated to close by the end of 2026, subject to the satisfaction or waiver of the remaining customary closing conditions specified in the Merger Agreement, including receipt of required regulatory approvals.

Discussion of Product Line Third Quarter 2026 Sales

Cardio & Vascular sales decreased 5% to $263 million in the third quarter 2026 compared to the third quarter 2025, reflecting the previously communicated impact from the two new Electrophysiology products.

Cardiac Rhythm Management & Neuromodulation sales increased 4% to $176 million in the third quarter 2026 compared to the third quarter 2025. Growth was partially offset by the previously communicated impact from the one new Neuromodulation product.

Other Markets sales totaled $11 million in the third quarter 2026, compared to $21 million in the third quarter 2025, primarily due to the Portable Medical exit.

Summary Financial Results

(dollars in thousands, except per share data)

Three Months Ended Nine Months Ended

October 2,

2026 September 26,

2025 QTD

Change October 2,

2026 September 26,

2025 YTD

Change

Operating income $ 28,209 $ 56,439 (50.0) % $ 94,606 $ 165,329 (42.8)%

Income from continuing operations $ 14,978 $ 39,678 (62.3) % $ 55,089 $ 54,222 1.6%

Diluted EPS from continuing operations $ 0.43 $ 1.11 (61.3) % $ 1.60 $ 1.52 5.3%

EBITDA(a) $ 61,563 $ 88,399 (30.4) % $ 194,623 $ 207,673 (6.3)%

Adjusted EBITDA(a) $ 87,916 $ 105,898 (17.0) % $ 267,916 $ 296,358 (9.6)%

Adjusted operating income(a) $ 66,290 $ 85,896 (22.8) % $ 200,334 $ 238,085 (15.9)%

Adjusted net income(a) $ 46,140 $ 63,126 (26.9) % $ 142,142 $ 163,882 (13.3)%

Adjusted EPS(a) $ 1.34 $ 1.79 (25.1) % $ 4.14 $ 4.64 (10.8)%

(a) EBITDA, adjusted EBITDA, Adjusted operating income, Adjusted net income, and Adjusted EPS are non-GAAP financial measures. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A, B and C at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.

Summary Product Line Results

(dollars in thousands)

Three Months Ended

October 2,

2026 September 26,

2025 QTD

Change Organic

Change(a)

Product Line Sales

Cardio & Vascular $ 263,076 $ 277,149 (5.1)% (5.1)%

Cardiac Rhythm Management & Neuromodulation 175,835 169,156 3.9%

3.9%

Other Markets 10,750 21,386 (49.7)% (21.4)%

Total Sales $ 449,661 $ 467,691 (3.9)% (2.2)%

Nine Months Ended

October 2,

2026 September 26,

2025 YTD

Change Organic

Change(a)

Product Line Sales

Cardio & Vascular $ 805,117 $ 822,875 (2.2) % (2.7) %

Cardiac Rhythm Management & Neuromodulation 517,811 501,499 3.3%

3.3%

Other Markets 30,423 57,203 (46.8) % (15.9) %

Total Sales $ 1,353,351 $ 1,381,577 (2.0) % (0.8) %

(a) Organic sales change is a non-GAAP financial measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures and refer to Table D at the end of this release for a reconciliation of these amounts to the closest corresponding GAAP financial measures.

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.

Investor Relations:

Kristen Stewart

551-337-3973

kristen.stewart@integer.net

Notes Regarding Non-GAAP Financial Information

In addition to our results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we provide adjusted net income, adjusted EPS, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted operating income, and organic sales change. Unless otherwise indicated, all financial metrics presented reflect continuing operations only.

Adjusted net income and adjusted EPS consist of GAAP income (loss) from continuing operations and diluted EPS from continuing operations, respectively, adjusted for the following to the extent occurring during the period: (i) amortization of intangible assets, (ii) certain legal expenses; (iii) restructuring and restructuring-related charges; (iv) acquisition and integration costs; (v) other general expenses; (vi) ERP implementation, (vii) (gain) loss on equity investments; (viii) extinguishment of debt charges, (ix) debt conversion inducement expense; (x) European Union medical device regulation incremental charges; (xi) inventory step-up amortization; (xii) unusual, or infrequently occurring items; (xiii) the income tax provision (benefit) related to these adjustments and (xiv) certain tax items that are outside the normal tax provision for the period. Adjusted EPS is calculated by dividing adjusted net income by adjusted weighted average shares.

The weighted average shares used to calculate diluted EPS in accordance with GAAP includes dilution, when applicable, resulting from the potential conversion of our 2028 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”). In connection with the issuance of the Convertible Notes, we entered into capped call contracts which are expected to reduce the potential dilution on our common stock in connection with any conversion of the Convertible Notes, subject to a cap. Adjusted weighted average shares consists of GAAP weighted average shares used to calculate diluted EPS, including, when applicable, dilutive common stock equivalents that were excluded from weighted average shares used to calculate diluted EPS as their inclusion would be anti-dilutive and excluding, when applicable, dilution resulting from the potential conversion of our Convertible Notes expected to be offset by the capped call contracts.

EBITDA is calculated by adding back interest expense, provision for income taxes, depreciation expense, and amortization expense from intangible assets and financing leases, to income (loss) from continuing operations, which is the most directly comparable GAAP financial measure. Adjusted EBITDA consists of EBITDA plus adding back stock-based compensation and the same adjustments as listed above except for items (i), (viii), (xiii) and (xiv). Adjusted operating income consists of operating income adjusted for the same items listed above except for items (vii), (viii), (ix), (xiii) and (xiv).

Organic sales change is reported sales growth adjusted to remove the impact of foreign currency, the contribution of acquisitions and the strategic exit of the Portable Medical market. To calculate the impact of foreign currency on sales growth rates, we convert any sale made in a foreign currency by converting current period sales into prior period sales using the exchange rate in effect at that time and then compare the two, negating any effect foreign currency had on our transactional revenue. For contribution of acquisitions, we exclude the impact on the growth rate attributable to the contribution of acquisitions in all periods where there were no comparable sales. For the strategic exit of the Portable Medical market, we exclude the impact on the growth rate attributable to Portable Medical sales for all periods presented.

We believe that the presentation of adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, adjusted operating income, and organic sales change, provides important supplemental information to management and investors seeking to understand the financial and business trends relating to our financial condition and results of operations. In addition to the performance measures identified above, we believe that net total debt and leverage ratio provide meaningful measures of liquidity and a useful basis for assessing our ability to fund our activities, including the financing of acquisitions and debt repayments. Net total debt is calculated as total principal amount of debt outstanding less cash and cash equivalents. We calculate leverage ratio as net total debt divided by adjusted EBITDA for the trailing 4 quarters.

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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended 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 has been or 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; other events, conditions or developments that will or may occur in the future; and the 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 not guarantees 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 by 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 has been or 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 Securities and Exchange Commission (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, the Company’s definitive proxy statement filed with the SEC on September 14, 2026, as supplemented, 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.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands)

October 2,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 14,135 $ 17,161

Accounts receivable, net 345,072 346,079

Inventories 278,591 253,739

Contract assets 119,297 112,546

Prepaid expenses and other current assets 44,297 40,572

Total current assets 801,392 770,097

Property, plant and equipment, net 535,133 536,427

Goodwill 1,100,799 1,110,908

Other intangible assets, net 770,089 825,435

Deferred income taxes 8,938 8,994

Operating lease assets 82,586 98,437

Financing lease assets 55,491 37,109

Other long-term assets 39,509 23,170

Total assets $ 3,393,937 $ 3,410,577

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 111,003 $ 113,130

Operating lease liabilities 8,359 9,099

Accrued expenses and other current liabilities 81,763 109,812

Total current liabilities 201,125 232,041

Long-term debt 1,219,247 1,185,179

Deferred income taxes 113,596 116,327

Operating lease liabilities 67,371 81,899

Financing lease liabilities 49,577 28,578

Other long-term liabilities 16,622 19,910

Total liabilities 1,667,538 1,663,934

Stockholders’ equity:

Common stock 35 35

Additional paid-in capital 761,271 771,223

Treasury stock (110,334 ) (76,872 )

Retained earnings 1,049,144 994,055

Accumulated other comprehensive income 26,283 58,202

Total stockholders’ equity 1,726,399 1,746,643

Total liabilities and stockholders’ equity $ 3,393,937 $ 3,410,577

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except per share data)

Three Months Ended Nine Months Ended

October 2,

2026 September 26,

2025 October 2,

2026 September 26,

2025

Sales $ 449,661 $ 467,691 $ 1,353,351 $ 1,381,577

Cost of sales 348,100 341,531 1,029,253 1,005,947

Gross profit 101,561 126,160 324,098 375,630

Operating expenses:

Selling, general and administrative 54,147 50,451 170,557 154,534

Research, development and engineering 13,528 10,949 41,049 39,390

Restructuring and other charges 5,677 8,321 17,886 16,377

Total operating expenses 73,352 69,721 229,492 210,301

Operating income 28,209 56,439 94,606 165,329

Interest expense 9,701 9,367 29,570 33,926

(Gain) loss on equity investments (31 ) (50 ) 1,395 (223 )

Other loss, net 1,027 1,130 2,487 53,037

Income from continuing operations before taxes 17,512 45,992 61,154 78,589

Provision (benefit) for income taxes 2,534 6,314 6,065 24,367

Income from continuing operations 14,978 39,678 55,089 54,222

Loss from discontinued operations, net of tax — — — (22 )

Net income $ 14,978 $ 39,678 $ 55,089 $ 54,200

Basic earnings per share:

Income from continuing operations $ 0.44 $ 1.13 $ 1.62 $ 1.56

Loss from discontinued operations $ — $ — $ — $ —

Basic earnings per share $ 0.44 $ 1.13 $ 1.62 $ 1.56

Diluted earnings per share:

Income from continuing operations $ 0.43 $ 1.11 $ 1.60 $ 1.52

Loss from discontinued operations $ — $ — $ — $ —

Diluted earnings per share $ 0.43 $ 1.11 $ 1.60 $ 1.52

Weighted average shares outstanding:

Basic 34,027 35,081 34,106 34,689

Diluted 34,604 35,608 34,394 35,755

Condensed Consolidated Statements of Cash Flows - Unaudited

(in thousands)

Nine Months Ended

October 2,

2026 September 26,

2025

Cash flows from operating activities:

Net income $ 55,089 $ 54,200

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 103,899 95,158

Debt related charges included in interest expense 4,910 5,239

Debt conversion inducement expense — 46,681

Stock-based compensation 17,273 17,467

Non-cash fixed asset impairment 7,141 —

Non-cash lease expense 7,283 7,583

Non-cash (gains) losses on equity investments 1,395 (223 )

Contingent consideration fair value adjustment (1,179 ) (660 )

Other non-cash losses 4,043 804

Deferred income taxes 17 4,082

Gain on sale of discontinued operations — (46 )

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable (98 ) (46,793 )

Inventories (28,474 ) (12,241 )

Prepaid expenses and other assets (4,110 ) 117

Contract assets (7,255 ) (2,106 )

Accounts payable 2,137 3,187

Accrued expenses and other liabilities (29,421 ) (22,359 )

Income taxes payable (11,589 ) (9,357 )

Net cash provided by operating activities 121,061 140,733

Cash flows from investing activities:

Acquisition of property, plant and equipment (67,181 ) (63,555 )

Purchase of equity and other investments (14,043 ) —

Acquisitions, net — (170,872 )

Other investing activities 126 (835 )

Net cash used in investing activities (81,098 ) (235,262 )

Cash flows from financing activities:

Principal payments of long-term debt — (657,697 )

Proceeds from issuance of convertible notes, net of discount — 977,500

Proceeds from revolving credit facility 221,000 301,000

Payments of revolving credit facility (191,000 ) (427,000 )

Purchase of capped calls — (71,000 )

Payment of debt issuance costs (38 ) (1,386 )

Proceeds from the exercise of stock options — 3,644

Tax withholdings related to net share settlements of restricted stock unit awards (10,419 ) (16,812 )

Repurchases of common stock (50,000 ) —

Principal payments on finance leases (6,558 ) (4,165 )

Other financing activities (5,163 ) 1,194

Net cash provided by (used in) financing activities (42,178 ) 105,278

Effect of foreign currency exchange rates on cash and cash equivalents (811 ) 1,652

Net increase (decrease) in cash and cash equivalents (3,026 ) 12,401

Cash and cash equivalents, beginning of period 17,161 46,543

Cash and cash equivalents, end of period $ 14,135 $ 58,944

Table A: Adjusted Net Income and Diluted EPS from Continuing Operations Reconciliations

(in thousands, except per share amounts)

Three Months Ended

October 2, 2026 September 26, 2025

Pre-Tax Net of

Tax Per

Diluted

Share(a) Pre-Tax Net of

Tax Per

Diluted

Share(a)

Income from continuing operations (GAAP) $ 17,512 $ 14,978 $ 0.43 $ 45,992 $ 39,678 $ 1.11

Adjustments(b):

Amortization of intangible assets 15,749 12,718 0.37 16,249 13,088 0.37

Certain legal expenses (SG&A)(c) 828 655 0.02 181 144 —

Restructuring and restructuring-related charges(d) 4,666 3,720 0.11 2,749 2,196 0.06

Acquisition and integration costs(e) 102 82 — 1,372 1,087 0.03

Other general expenses(f) 4,176 3,310 0.10 6,247 4,764 0.13

ERP implementation(g) 3,947 3,119 0.09 — — —

(Gain) loss on equity investments(h) (31 ) (24 ) — (50 ) (39 ) —

Medical device regulations(i) 45 35 — 183 145 —

Other adjustments(j) 8,568 6,768 0.20 2,476 1,956 0.06

Tax adjustments(k) — 779 0.02 — 107 —

Adjusted net income (non-GAAP) $ 55,562 $ 46,140 $ 1.34 $ 75,399 $ 63,126 $ 1.79

Nine Months Ended

October 2, 2026 September 26, 2025

Pre-Tax Net of

Tax Per

Diluted

Share(a) Pre-Tax Net of

Tax Per

Diluted

Share(a)

Income from continuing operations (GAAP) $ 61,154 $ 55,089 $ 1.60 $ 78,589 $ 54,222 $ 1.52

Adjustments(b):

Amortization of intangible assets 47,716 38,538 1.12 47,220 38,015 1.08

Certain legal expenses (SG&A)(c) 2,967 2,344 0.07 292 231 0.01

Restructuring and restructuring-related charges(d) 10,911 8,392 0.24 6,426 5,134 0.15

Acquisition and integration costs(e) 1,717 1,366 0.04 8,121 6,434 0.18

Other general expenses(f) 12,322 10,178 0.30 6,253 4,770 0.14

ERP implementation(g) 12,221 9,655 0.28 — — —

(Gain) loss on equity investments(h) 1,395 1,102 0.03 (223 ) (176 ) —

Loss on extinguishment of debt(l) — — — 867 685 0.02

Debt conversion inducement expense(m) — — — 46,681 46,681 1.32

Medical device regulations(i) 389 307 0.01 695 549 0.02

Other adjustments(j) 17,485 13,813 0.40 3,749 2,962 0.08

Tax adjustments(k) — 1,358 0.04 — 4,375 0.12

Adjusted net income (Non-GAAP) $ 168,277 $ 142,142 $ 4.14 $ 198,670 $ 163,882 $ 4.64

(a) Income from continuing operations (GAAP) per diluted share amounts are calculated in accordance with GAAP using weighted average shares for diluted EPS. The per share amounts for the adjustments in the table above and adjusted net income are calculated using adjusted weighted average shares. The following table provides a reconciliation from GAAP weighted average shares for diluted EPS to non-GAAP adjusted weighted average shares.

Three Months Ended Nine Months Ended

October 2,

2026 September 26,

2025 October 2,

2026 September 26,

2025

Weighted average shares for diluted EPS (GAAP) 34,604 35,608 34,394 35,755

Less: 2028 Convertible Notes capped call options impact (244 ) (261 ) (90 ) (430 )

Adjusted weighted average shares (non-GAAP) 34,360 35,347 34,304 35,325

(b) The difference between pre-tax and net of tax amounts is the estimated tax impact related to the respective adjustment. Net of tax amounts are computed using a 21% U.S. tax rate, and the statutory tax rates applicable in foreign tax jurisdictions, as adjusted for the existence of net operating losses (“NOLs”). Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.

(c) Certain legal expenses associated with non-ordinary course legal matters. Amounts for the third quarter and first nine months of 2026 include $0.7 million and $2.5 million, respectively, of expense incurred in connection with the Company’s defense of a securities class action lawsuit.

(d) We initiate discrete restructuring programs primarily to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs or improve profitability. Depending on the program, restructuring charges may include termination benefits, contract termination, facility closure and other exit and disposal costs. Restructuring-related expenses are directly related to the program and may include retention bonuses, accelerated depreciation, consulting expense and costs to transfer manufacturing operations among our facilities. Amounts for the third quarter and first nine months of 2026 include $2.2 million and $5.0 million, respectively, relating to our global manufacturing alignment restructuring initiative. In addition, the third quarter and first nine months of 2026 includes $0.6 million and $3.0 million, respectively, related to an organizational realignment to enhance execution of our strategy through dedicated focus on growth and operational excellence.

(e) Acquisition and integration costs are incremental costs that are directly related to a business or asset acquisition. These costs may include, among other things, professional, consulting and other fees, system integration costs, and fair value adjustments relating to contingent consideration.

(f) Other general expenses are discrete transactions occurring sporadically and affect period-over-period comparisons. The Company recorded fixed asset impairment charges during the third quarter and first nine months of 2026 of $1.2 million and $7.1 million, respectively, which were primarily due to revised expectations regarding the future use of certain fixed assets, and expense of $2.9 million and $4.4 million, respectively, related to termination benefits from actions to align labor with manufacturing volumes. The third quarter and first nine months of 2025 include $6.2 million related to termination benefits from actions to align labor with manufacturing volumes.

(g) These adjustments represent direct and incremental costs incurred in connection with our implementation of a new global enterprise resource planning ("ERP") solution and related IT transition costs. An implementation of this scale is a significant undertaking and will require substantial time and attention of management and key employees. The associated costs do not represent normal and recurring operating expenses and will be inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our operating performance. Expenses for 2026 were primarily included in SG&A.

(h) Amounts reflect our share of equity method investee (gains) losses including unrealized appreciation/depreciation of the underlying interests of the investee.

(i) The charges represent incremental costs of complying with European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

(j) Other adjustments include costs which impact period-to-period comparability and do not represent the underlying ongoing results of our business. For 2025 and 2026, amounts include costs associated with leadership transitions, strategic projects, a stockholder activist matter, the Company’s strategic review and the Transaction, and a cyber incident. Other adjustments includes the following expenses (in millions):

Three Months Ended Nine Months Ended

October 2,

2026 September 26,

2025 October 2,

2026 September 26,

2025

Leadership transition costs $ — $ 1.0 $ 1.5 $ 1.7

Strategic projects 1.8 0.7 2.6 2.1

Stockholder activist matter 0.1 — 3.9 —

Strategic review and Transaction 6.9 — 8.2 —

Cyber incident costs 0.5 — 1.2 —

(k) Tax adjustments include changes to uncertain tax benefits and associated interest for all periods presented, and for 2026 also reflect nondeductible transaction costs. In addition, included in the amount for the first nine months of 2025 is the write off of a deferred tax asset for $4.1 million related to a portion of the unamortized original issue discount due to the partial exchange of the 2028 Convertible Notes.

(l) Loss on extinguishment of debt consists of accelerated write-offs of unamortized deferred debt issuance costs and discounts, which are included in interest expense.

(m) Debt conversion inducement expense relates to the partial exchange of the 2028 Convertible Notes and is recorded within Other loss, net in the Condensed Consolidated Statements of Operations.

Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures.

Table B: Adjusted Operating Income Reconciliations

(in thousands)

Three Months Ended Nine Months Ended

October 2,

2026 September 26,

2025 October 2,

2026 September 26,

2025

Operating income (GAAP) $ 28,209 $ 56,439 $ 94,606 $ 165,329

Adjustments:

Amortization of intangible assets 15,749 16,249 47,716 47,220

Certain legal expenses 828 181 2,967 292

Restructuring and restructuring-related charges 4,666 2,749 10,911 6,426

Acquisition and integration costs 102 1,372 1,717 8,121

Other general expenses 4,176 6,247 12,322 6,253

ERP implementation 3,947 — 12,221 —

Medical device regulations 45 183 389 695

Other adjustments 8,568 2,476 17,485 3,749

Adjusted operating income (non-GAAP) $ 66,290 $ 85,896 $ 200,334 $ 238,085

Table C: EBITDA and Adjusted EBITDA Reconciliations

(in thousands)

Three Months Ended Nine Months Ended

October 2,

2026 September 26,

2025 October 2,

2026 September 26,

2025

Income from continuing operations (GAAP) $ 14,978 $ 39,678 $ 55,089 $ 54,222

Interest expense 9,701 9,367 29,570 33,926

Provision (benefit) for income taxes 2,534 6,314 6,065 24,367

Depreciation(a) 16,697 15,562 50,783 44,588

Amortization of intangible assets and financing leases 17,653 17,478 53,116 50,570

EBITDA (non-GAAP) 61,563 88,399 194,623 207,673

Stock-based compensation(b) 4,052 4,341 13,886 16,691

Certain legal expenses 828 181 2,967 292

Restructuring and restructuring-related charges 4,666 2,749 10,911 6,426

Acquisition and integration costs 102 1,372 1,717 8,121

Other general expenses 4,176 6,247 12,322 6,253

ERP implementation 3,947 — 12,221 —

(Gain) loss on equity investments (31 ) (50 ) 1,395 (223 )

Debt conversion inducement expense — — — 46,681

Medical device regulations 45 183 389 695

Other adjustments 8,568 2,476 17,485 3,749

Adjusted EBITDA (non-GAAP) $ 87,916 $ 105,898 $ 267,916 $ 296,358

(a) Excludes amounts included in Restructuring and restructuring-related charges.

(b) Total stock-based compensation expense less amounts included in Restructuring and restructuring-related charges, ERP implementation, and Other adjustments.

Table D: Organic Sales Change Reconciliation (% Change)

GAAP

Reported

Growth Impact of

Foreign

Currency(a) Impact of

Strategic

Exits and

Acquisitions(a) Non-GAAP

Organic

Change

QTD Change (3Q 2026 vs. 3Q 2025)

Product Line

Cardio & Vascular (5.1)%

(0.1)% 0.1% (5.1)%

Cardiac Rhythm Management & Neuromodulation 3.9% —% —% 3.9%

Other Markets (49.7)% —% (28.3)% (21.4)%

Total Sales (3.9)% —% (1.7)% (2.2)%

YTD Change (9M 2026 vs. 9M 2025)

Product Line

Cardio & Vascular (2.2)% 0.2% 0.3% (2.7)%

Cardiac Rhythm Management & Neuromodulation 3.3% —% —% 3.3%

Other Markets (46.8)% —% (30.9)% (15.9)%

Total Sales (2.0)% 0.1% (1.3)% (0.8)%

(a) Sales growth has been adjusted to exclude the impact of foreign currency exchange rate fluctuations, when applicable, and strategic exits and acquisitions.

Table E: Net Total Debt Reconciliation

(in thousands)

October 2,

2026 December 31,

2025

Total debt $ 1,219,247 $ 1,185,179

Add: Debt discounts and deferred issuance costs included in Total debt 18,037 22,105

Total principal amount of debt outstanding 1,237,284 1,207,284

Less: Cash and cash equivalents 14,135 17,161

Net Total Debt (Non-GAAP) $ 1,223,149 $ 1,190,123

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