Form 8-K

8-K — Integer Holdings Corp

Accession: 0000950103-26-011683

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0001114483

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — dp251107_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (dp251107_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): August

3, 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)

(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 7.01. Regulation FD Disclosure.

On August 3, 2026, Integer Holdings Corporation (the “Company”)

issued a press release announcing that it has entered into an agreement and plan of merger with Armstrong Parent, Inc. (“Parent”)

and Armstrong Bidco, Inc. (“Merger Sub”) to be acquired for $127 per share, reflecting an enterprise value of approximately

$5.7 billion (the “Transaction”). Parent and Merger Sub are each affiliates of investment funds managed by Kohlberg

Kravis Roberts & Co. L.P., a leading global investment firm. A copy of the release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K.

The information contained in this report under Item 7.01, including

Exhibit 99.1, 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 7.01 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act

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

in such filing.

Additional Information and Where to Find It

In connection with the Transaction, the Company will file with

the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A. The definitive proxy statement will be

sent to the stockholders of the Company seeking their approval of the Transaction and other related matters.

BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY

HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT

DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT,

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents,

including the proxy statement, and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov.

Copies of documents filed with the SEC by the Company will be made available free of charge by accessing the Company’s website at

https://investor.integer.net/financial-information/sec-filings/default.aspx or by contacting the Company via email by sending a message

to ir@integer.net.

Participants in the Solicitation

The Company, Parent and their respective directors and executive officers

may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction

under the rules of the SEC. Information about the directors and executive officers of the Company and other persons who may be deemed

to be participants in the solicitation of stockholders of the Company in connection with the Transaction and a description of their direct

and indirect interests, by security holdings or otherwise, will be included in the proxy statement and other relevant material related

to the Transaction, which will be filed with the SEC when they become available, and may be found in the Company’s definitive proxy

statement in connection with its 2026 Annual Meeting of Stockholders, as filed with the SEC on April 6, 2026 (the “2026 Proxy Statement”),

and in the Form 10-K, and subsequently filed statements of beneficial ownership on Form 4. Information about the directors and executive

officers of the Company, their ownership of the Company common stock, and the Company’s transactions with related persons is set

forth in the sections entitled “Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and

Director Independence” included in the Form 10-K, and in the sections entitled “Corporate Governance and Board Matters,”

and “Security Ownership of Certain Beneficial Owners and Management,” included in the 2026 Proxy Statement. Additional information

regarding the interests of such participants in the solicitation of proxies in respect of the Transaction will be included in the proxy

statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge

from the SEC’s website at www.sec.gov.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer

to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote

or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description of Exhibit

99.1

Press Release dated August 3, 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, thereunto duly authorized.

Date: August 3, 2026

INTEGER HOLDINGS CORPORATION

By:

/s/ Diron Smith

Diron Smith

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: dp251107_ex9901.htm · Sequence: 2

Exhibit

99.1

Integer to Be

Acquired by KKR in Transaction Valued at Approximately $5.7 Billion

~ Integer Stockholders

to Receive $127 Per Share in Cash ~

~ Agreement Follows

Comprehensive, Board-Led Strategic Review ~

~ Transaction

to Advance Integer’s Innovation and Growth in Support of Customers and Patients ~

PLANO, Texas and NEW YORK –

August 3, 2026 – Integer Holdings Corporation (NYSE: ITGR) (“Integer” or the “Company”), a leading

global medical device contract development and manufacturing organization (CDMO), and KKR, a leading global investment firm, today announced

that they have entered into a definitive agreement under which an affiliate of investment funds managed by KKR will acquire all of the

outstanding shares of Integer in an all-cash transaction valued at an enterprise value of approximately $5.7 billion.

Under the terms of the agreement, Integer

stockholders will receive $127 per share, representing a premium of approximately 51.8% to Integer’s closing share price on April

29, 2026, the date prior to the Company’s announcement of a strategic review, and 28.8% to the 30-day VWAP as of July 31, 2026.

“This is an exciting milestone

for Integer and a testament to the dedication and commitment of our talented team and the exceptional business we have built together,”

said Payman Khales, Integer’s President and CEO. “We believe this transaction recognizes the strength of Integer’s

business, which includes our dedicated associates, our differentiated engineering and manufacturing capabilities, and our long-term growth

opportunities, while providing stockholders with immediate and certain value. KKR’s deep healthcare expertise, long-term vision,

and strategic growth orientation make them the right strategic partner to bring our business into its next chapter. Together, we look

forward to continuing to invest in our associates and capabilities to deliver excellence for our customers and advance our vision of

improving patients’ lives.”

“Integer is an exceptional platform

with highly differentiated capabilities across a global manufacturing footprint, a track record for quality and reliability, and a talented

team operating in attractive, durable end-markets,” said Max Lin, Partner at KKR. “We are excited by the opportunity to deploy

capital and resources to further advance Integer’s next chapter of growth and innovation. We look forward to partnering with the

management team and the 11,000 associates to build on Integer’s position as a trusted strategic partner to leading medical device

companies and emerging innovators, helping bring life-saving and life-enhancing technologies to patients around the globe.”

As a KKR portfolio company, Integer will

have additional flexibility and long-term capital to invest in capacity, technology, innovation, and talent in support of its customers

and the patients who rely on the products Integer helps bring to market. KKR intends to establish a broad-based employee ownership and

engagement program at Integer following the close of the transaction, consistent with its longstanding approach of fostering an ownership

culture and extending ownership to employees across its portfolio. Since 2011, KKR portfolio companies have awarded billions of dollars

of total equity value to over 200,000 non-senior management employees across more than 90 companies.

Transaction Details

The definitive agreement follows the

comprehensive strategic review announced by Integer on April 30, 2026. In consultation with management and its financial and legal advisors,

the Integer Board considered a range of potential alternatives to ensure the Company is best positioned for continued success and to

maximize stockholder value. The Board determined that the transaction with KKR represents the best path forward for Integer and delivers

immediate and certain value to its stockholders.

The transaction is expected to close

by the end of the year, subject to the satisfaction of customary closing conditions, including approval by Integer stockholders and the

receipt of required regulatory approvals. The Integer Board has unanimously approved the agreement and recommends that Integer stockholders

vote their shares to approve the transaction and adopt the merger agreement. This transaction is not subject to any financing contingency.

KKR will make its investment in Integer

through its core private equity strategy and finance the transaction through a combination of equity provided by investment funds managed

by KKR and committed debt financing.

Upon completion of the transaction, Integer

will become a privately held company and Integer’s common stock will no longer be listed on the New York Stock Exchange.

Integer Second Quarter 2026 Results

In a separate press release issued today,

Integer reported second quarter 2026 financial results. Given the pending transaction with KKR, Integer is withdrawing its previously

issued financial outlook and will not host its earnings conference call and webcast that has been scheduled for Thursday, August 6, 2026.

That press release, along with other

investor materials, including reconciliations of certain non-GAAP measures to their nearest GAAP measures, will be available on investor.integer.net.

Advisors

Goldman Sachs & Co. LLC is serving

as Integer’s exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor. Centerview Partners, Barclays,

Citi, and Raymond James are serving as financial advisors to KKR. Kirkland & Ellis LLP is serving as legal advisor to KKR. Citi,

KKR Capital Markets, Barclays, UBS and Jefferies will act as lead arrangers for the debt financing in connection with the transaction.

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.

About KKR

KKR is a leading global investment firm

that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment

returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio

companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners

that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global

Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.

For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com.

For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Contacts

Integer

Media Relations:

Misty Tippen

misty.tippen@integer.net

469-536-6702

Investor Relations:

Kristen Stewart

kristen.stewart@integer.net

551-337-3973

KKR

Media

media@kkr.com

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:

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 Agreement and Plan of Merger, by and among the Company, Armstrong Parent, Inc. (“Buyer”) and Armstrong Bidco, Inc.

(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 possibility that

the Company’s stockholders may not approve 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, stockholder, 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; the Buyer’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 Agreement and Plan of Merger 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 Exchange Commission (the “SEC”) on February 23, 2026 (the “Form

10-K”), quarterly reports on Form 10-Q 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 or 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.

Additional Information

and Where to Find It

In connection with

the Transaction, the Company will file with the SEC a proxy statement on Schedule 14A. The definitive proxy statement will be sent to

the stockholders of the Company seeking their approval of the Transaction and other related matters.

BEFORE MAKING ANY

INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT ON SCHEDULE 14A WHEN

IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION

OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE COMPANY, THE TRANSACTION

AND RELATED MATTERS.

Investors and security

holders may obtain free copies of these documents, including the proxy statement, and other documents filed with the SEC by the Company

through the website maintained by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by the Company will be made

available free of charge by accessing the Company’s website at https://investor.integer.net/financial-information/sec-filings/default.aspx

or by contacting the Company via email by sending a message to ir@integer.net.

Participants

in the Solicitation

The Company, Buyer

and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders

of the Company in connection with the Transaction under the rules of the SEC. Information about the directors and executive officers

of the Company and other persons who may be deemed to be participants in the solicitation of stockholders of the Company in connection

with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in

the proxy statement and other relevant material related to the Transaction, which will be filed with the SEC when they become available,

and may be found in the Company’s definitive proxy statement in connection with its 2026 Annual Meeting of Stockholders, as filed

with the SEC on April 6, 2026 (the “2026 Proxy Statement”), and in the Form 10-K, and subsequently filed statements of beneficial

ownership on Form 4. Information about the directors and executive officers of the Company, their ownership of the Company common stock,

and the Company’s transactions with related persons is set forth in the sections entitled “Directors, Executive Officers

and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,”

and “Certain Relationships and Related Transactions, and Director Independence” included in the Form 10-K, and in the sections

entitled “Corporate Governance and Board Matters,” and “Security Ownership of Certain Beneficial Owners and Management,”

included in the 2026 Proxy Statement. Additional information regarding the interests of such participants in the solicitation of proxies

in respect of the Transaction will be included in the proxy statement and other relevant materials to be filed with the SEC when they

become available. These documents can be obtained free of charge from the SEC’s website at www.sec.gov.

No Offer or Solicitation

This communication

is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer

to buy any securities or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

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

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

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

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- Definition

Title of a 12(b) registered security.

+ References

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

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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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

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