NYSE: ITGR Integer Holdings Corp 8-K

Integer Holdings agrees to KKR buyout at $127/share cash

Filed August 4, 2026 · Period ending August 2, 2026 · ~1 min read

Key Changes

high

KKR to acquire Integer for $127/share in all-cash transaction valuing the company at approximately; no financing condition.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

Asymmetric termination fees: Integer pays $154M if it accepts a superior offer; KKR pays $307M if it breaches or fails to close.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

Merger requires shareholder approval, antitrust clearance, and customary conditions; outside date May 2, 2027.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Vested equity awards cashed out at $127; unvested awards receive 50% at close, 50% subject to continued vesting with termination protections.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Board amended bylaws to designate Delaware courts for corporate disputes and federal courts for securities claims.

Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →

Summary

Integer Holdings has agreed to be acquired by affiliates of KKR in an all-cash transaction that values the medical device company at approximately. Shareholders will receive $127 per share, representing a premium to recent trading levels. The deal is not subject to a financing condition, meaning KKR has committed funding in place and cannot walk away due to financing issues.

The transaction requires shareholder approval and antitrust clearance, with an outside closing date of May 2, 2027. The termination fee structure favors completion: Integer must pay KKR $154 million if it accepts a superior offer, while KKR owes Integer $307 million if it breaches or fails to close when required. This 2:1 ratio reflects KKR's stronger commitment to the transaction.

Equity award holders will see vested grants cashed out immediately at the merger price, while unvested awards receive half at closing and half subject to continued vesting. Shareholders retain appraisal rights under Delaware law if they believe the $127 price undervalues the company. The Board also amended the bylaws to establish exclusive forum provisions for shareholder litigation, a common step in merger contexts to streamline potential legal challenges.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~3,200 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added

Added KKR acquisition agreement high

Added in current filing · verify on EDGAR →

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.

Integer Holdings has agreed to be acquired by entities affiliated with KKR in an all-cash merger transaction. Under the agreement, Integer will become a wholly owned subsidiary of the KKR-controlled parent company. The transaction is subject to shareholder approval and customary closing conditions.

Added Merger consideration high

Added in current filing · verify on EDGAR →

each share of common stock of the Company, par value $0.001 per share (the “Company Common Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Common Shares (i) held by the Company as a treasury share or owned by Parent, Merger Sub or any other Subsidiary of Parent immediately prior to the Effective Time, (ii) held by any subsidiary of the Company immediately prior to the Effective Time and (iii) held by any person who is entitled to demand, and has properly demanded, appraisal in respect of such Company Common Shares pursuant to applicable law), will automatically be converted into the right to receive $127 in cash, without interest (the “Merger Consideration”).

Shareholders will receive $127 in cash for each share of Integer common stock they own at closing. This represents the total consideration per share, with no stock component or earnout provisions. Shareholders retain appraisal rights under Delaware law.

Added Closing conditions and timeline high

Added in current filing · verify on EDGAR →

The consummation of the Merger is subject to certain customary closing conditions set forth in the Merger Agreement, including: (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding Company Common Shares (the “Company Stockholder Approval”); (ii) the absence of any order issued by any governmental authority (whether temporary, preliminary or permanent) of competent jurisdiction, or applicable law prohibiting, rendering illegal or enjoining the consummation of the Merger; (iii) the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other applicable antitrust and foreign direct investment laws of certain jurisdictions; (iv) each party’s performance of and compliance with its covenants, obligations and agreements contained in the Merger Agreement in all material respects; (v) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement and (vi) the accuracy of the representations and warranties of the parties in the Merger Agreement (subject to customary materiality qualifiers). The Merger is not subject to any financing condition.

The merger requires shareholder approval, antitrust clearance, and other customary conditions. The outside date for closing is May 2, 2027. Importantly, the transaction is not subject to a financing condition, meaning KKR has committed financing in place and cannot walk away due to inability to obtain funding.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~2,200 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

1 Added

Added Bylaws amendment - forum selection medium

Added in current filing · verify on EDGAR →

On August 2, 2026, the Board of Directors amended and restated the Company’s bylaws (as amended, the “A&R Bylaws”), which became effective immediately. The A&R Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, (i) the sole and exclusive forum for certain legal actions involving the Company will be the Delaware Court of Chancery (or, in the event that the Delaware Court of Chancery lacks subject matter jurisdiction over any such actions, the federal district court for the District of Delaware) and (ii) the sole and exclusive forum for certain legal actions arising under the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or for which there is exclusive federal or concurrent federal or state jurisdiction, in each case, shall, to the fullest extent permitted by applicable law, be the federal district courts of the United States of America.

The Board amended the company's bylaws effective August 2, 2026, to establish exclusive forum provisions. Delaware Court of Chancery (or federal court in Delaware if Chancery lacks jurisdiction) becomes the sole forum for certain corporate law disputes, while federal district courts become the exclusive forum for federal securities law claims under the Securities Act and Exchange Act. The company retains the right to consent to alternative forums in writing.