Form 8-K

8-K — Integer Holdings Corp

Accession: 0001171843-26-005137

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0001114483

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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2026-08-03

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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)

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)

(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 August 3, 2026, Integer Holdings Corporation issued a press release announcing its

results for its second quarter ended July 3, 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 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 hereunto duly authorized.

INTEGER HOLDINGS CORPORATION

Date: August 3, 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 Second Quarter 2026 Results

PLANO, Texas, Aug. 03, 2026 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR) today announced results for the three months

ended July 3, 2026.

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

Sales decreased 2.6% to $464 million. Organic sales decreased 1.5%.

GAAP operating income from continuing operations totaled $35 million, a decrease of $25 million or 42%. Non-GAAP adjusted operating

income totaled $73 million, a decrease of $8 million or 10%.

GAAP income from continuing operations totaled $24 million, a decrease of $13 million or 36%. Non-GAAP adjusted net income totaled

$55 million, a decrease of $0.1 million or 0%.

GAAP diluted EPS income from continuing operations totaled $0.69, a decrease of $0.35 or 34%. Non-GAAP adjusted EPS totaled $1.60,

an increase of $0.05 or 3%.

Adjusted EBITDA totaled $95 million, a decrease of $4 million or 4%.

From the end of 2025, total debt increased $53 million to $1.238 billion and Non-GAAP net total debt increased $46 million to $1.236

billion, resulting in a leverage ratio of 3.2 times adjusted EBITDA as of July 3, 2026.

In a separate press release issued today, Integer and KKR announced 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 $5.7 billion. Under the terms of the agreement, Integer stockholders will receive $127 per share in cash.

Given the pending transaction, Integer is withdrawing its previously issued financial outlook and will not host its previously scheduled

earnings conference call and webcast scheduled for Thursday, August 6, 2026.

Discussion of Product Line Second Quarter 2026 Sales

Cardio & Vascular sales decreased 2% to $280 million in the second quarter 2026 compared to the second quarter 2025, reflecting

the previously communicated impact from the two new Electrophysiology products.

Cardiac Rhythm Management & Neuromodulation sales increased 1% to $174 million in the second quarter 2026 compared to the second

quarter 2025. Growth was partially offset by the previously communicated impact from the one new Neuromodulation product.

Other Markets sales totaled $10 million in the second quarter 2026, compared to $18 million in the second quarter 2025, primarily

due to the Portable Medical exit.

Summary Financial Results

(dollars in thousands, except per share data)

Three

Months Ended

Six

Months Ended

July

2026

June

27,

2025

QTD

Change

July

2026

June

27,

2025

YTD

Change

Operating income

34,528

59,338

(41.8

66,397

108,890

(39.0

Income from continuing operations

23,605

37,009

(36.2

40,111

14,544

175.8

Diluted EPS from continuing operations

0.69

1.04

(33.7

1.17

0.41

185.4

EBITDA(a)

67,964

87,636

(22.4

133,060

119,274

11.6

Adjusted EBITDA(a)

94,939

98,951

(4.1

180,000

190,460

(5.5

Adjusted operating income(a)

72,991

81,266

(10.2

134,044

152,189

(11.9

Adjusted net income(a)

54,707

54,818

(0.2

96,002

100,756

(4.7

Adjusted EPS(a)

1.60

1.55

3.2

2.80

2.85

(1.8

(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

July

2026

June

27,

2025

QTD

Change

Organic

Change(a)

Product Line Sales

Cardio

& Vascular

280,308

286,855

(2.3

(2.5

Cardiac Rhythm Management & Neuromodulation

173,712

171,998

1.0

Other Markets

10,090

17,641

(42.8

(13.5

Total Sales

464,110

476,494

(2.6

(1.5

Six

Months Ended

July

2026

June

27,

2025

YTD

Change

Organic

Change(a)

Product Line Sales

Cardio & Vascular

542,041

545,726

(0.7

(1.5

Cardiac Rhythm Management & Neuromodulation

341,976

332,343

2.9

Other Markets

19,673

35,817

(45.1

(12.4

Total Sales

903,690

913,886

(1.1

(0.1

(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.

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: 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 Integer Holdings Corporation (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.

Condensed Consolidated Balance Sheets - Unaudited

(in thousands)

July

2026

December

31,

2025

ASSETS

Current assets:

Cash

and cash equivalents

21,375

17,161

Accounts receivable, net

338,729

346,079

Inventories

288,058

253,739

Contract assets

119,024

112,546

Prepaid expenses and other current assets

43,449

40,572

Total current assets

810,635

770,097

Property, plant and equipment, net

532,340

536,427

Goodwill

1,104,651

1,110,908

Other intangible assets, net

788,841

825,435

Deferred income taxes

9,014

8,994

Operating lease assets

82,574

98,437

Financing lease assets

56,429

37,109

Other long-term assets

39,113

23,170

Total assets

3,423,597

3,410,577

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

111,850

113,130

Operating lease liabilities

8,209

9,099

Accrued expenses and other current liabilities

97,082

109,812

Total current liabilities

217,141

232,041

Long-term debt

1,237,883

1,185,179

Deferred income taxes

114,747

116,327

Operating lease liabilities

67,143

81,899

Financing lease liabilities

51,296

28,578

Other long-term liabilities

16,638

19,910

Total liabilities

1,704,848

1,663,934

Stockholders’ equity:

Common stock

Additional paid-in capital

756,545

771,223

Treasury stock

(110,734

)

(76,872

)

Retained earnings

1,034,166

994,055

Accumulated other comprehensive income

38,737

58,202

Total stockholders’ equity

1,718,749

1,746,643

Total liabilities and stockholders’

equity

3,423,597

3,410,577

Condensed Consolidated Statements of Operations - Unaudited

(in thousands, except per share data)

Three

Months Ended

Six

Months Ended

July

2026

June

27,

2025

July

2026

June

27,

2025

Sales

464,110

476,494

903,690

913,886

Cost of sales

351,168

347,342

681,153

664,416

Gross profit

112,942

129,152

222,537

249,470

Operating expenses:

Selling, general and administrative

57,699

52,923

116,410

104,083

Research, development and engineering

11,278

14,240

27,521

28,441

Restructuring and other charges

9,437

2,651

12,209

8,056

Total operating expenses

78,414

69,814

156,140

140,580

Operating income

34,528

59,338

66,397

108,890

Interest expense

10,135

9,754

19,869

24,559

(Gain) loss on equity investments

(42

)

1,426

(173

)

Other loss, net

1,144

3,980

1,460

51,907

Income from continuing operations before

taxes

23,291

45,596

43,642

32,597

Provision (benefit) for income taxes

(314

)

8,587

3,531

18,053

Income from continuing operations

23,605

37,009

40,111

14,544

Loss from discontinued operations, net

of tax

—

(22

)

Net income

23,605

37,009

40,111

14,522

Basic earnings per share:

Income from continuing operations

0.69

1.06

1.17

0.42

Loss from discontinued operations

—

Basic earnings per share

0.69

1.06

1.17

0.42

Diluted earnings per share:

Income from continuing operations

0.69

1.04

1.17

0.41

Loss from discontinued operations

—

Diluted earnings per share

0.69

1.04

1.17

0.41

Weighted average shares outstanding:

Basic

34,010

35,035

34,146

34,488

Diluted

34,145

35,713

34,290

35,830

Condensed Consolidated Statements of Cash Flows - Unaudited

(in thousands)

Six

Months Ended

July

2026

June

27,

2025

Cash flows from operating activities:

Net income

40,111

14,522

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

Depreciation and amortization

69,549

62,118

Debt related charges included in interest

expense

3,263

3,627

Debt conversion inducement expense

—

46,681

Stock-based compensation

12,045

12,536

Non-cash fixed asset impairment

5,893

—

Non-cash lease expense

4,876

5,000

Non-cash (gains) losses on equity investments

1,426

(173

)

Contingent consideration fair value

adjustment

(1,179

)

(309

)

Other non-cash losses

2,077

3,143

Deferred income taxes

3,942

Gain on sale of discontinued operations

—

(46

)

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

7,959

(41,014

)

Inventories

(36,751

)

(14,509

)

Prepaid expenses and other assets

(2,247

)

Contract assets

(6,762

)

1,800

Accounts payable

5,591

11,561

Accrued expenses and other liabilities

(11,761

)

(23,312

)

Income taxes payable

(9,678

)

(10,500

)

Net cash provided by operating activities

84,430

75,138

Cash flows from investing activities:

Acquisition of property, plant and equipment

(46,651

)

(44,219

)

Purchase of equity and other investments, net of distributions

(14,043

)

—

Acquisitions, net

—

(170,872

)

Other investing activities

108

Net cash used in investing activities

(60,586

)

(214,994

)

Cash flows from financing activities:

Principal payments of long-term debt

—

(657,693

)

Proceeds from issuance of convertible notes, net of discount

—

977,500

Proceeds from revolving credit facility

207,600

257,000

Payments of revolving credit facility

(157,600

)

(373,000

)

Purchase of capped calls

—

(71,000

)

Payment of debt issuance costs

(38

)

(1,266

)

Proceeds from the exercise of stock options

—

3,644

Tax withholdings related to net share settlements of restricted stock unit awards

(10,299

)

(16,707

)

Repurchases of common stock

(50,000

)

—

Principal payments on finance leases

(4,256

)

(2,596

)

Other financing activities

(5,162

)

107

Net cash provided by (used in) financing

activities

(19,755

)

115,989

Effect of foreign currency exchange rates on cash and cash equivalents

125

459

Net increase (decrease) in cash and cash equivalents

4,214

(23,408

)

Cash and cash equivalents, beginning of period

17,161

46,543

Cash and cash equivalents, end of period

21,375

23,135

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

(in thousands,

except per share amounts)

Three

Months Ended

July

3, 2026

June

27, 2025

Pre-Tax

Net

of Tax

Per

Diluted

Share(a)

Pre-Tax

Net

of Tax

Per

Diluted

Share(a)

Income from continuing operations (GAAP)

23,291

23,605

0.69

45,596

37,009

1.04

Adjustments(b):

Amortization of intangible assets

15,973

12,897

0.38

16,120

12,978

0.37

Certain legal expenses (SG&A)(c)

1,931

1,525

0.04

—

Restructuring and restructuring-related

charges(d)

4,397

3,212

0.09

2,575

2,049

0.06

Acquisition and integration costs(e)

173

141

—

2,007

1,596

0.04

Other general expenses(f)

7,423

6,297

0.18

—

ERP implementation(g)

4,921

3,887

0.11

—

(Gain) loss on equity investments(h)

(42

)

(33

)

—

Loss on extinguishment of debt(i)

—

130

103

—

Medical device regulations(j)

—

262

207

0.01

Other adjustments(k)

3,601

2,845

0.08

948

750

0.02

Tax adjustments(l)

—

296

0.01

—

107

—

Adjusted net income (non-GAAP)

61,712

54,707

1.60

67,662

54,818

1.55

Six

Months Ended

July 3, 2026

June 27, 2025

Pre-Tax

Net

of Tax

Per

Diluted

Share(a)

Pre-Tax

Net

of Tax

Per

Diluted

Share(a)

Income from continuing operations (GAAP)

43,642

40,111

1.17

32,597

14,544

0.41

Adjustments(b):

Amortization of intangible assets

31,967

25,820

0.75

30,971

24,927

0.71

Certain legal expenses (SG&A)(c)

2,139

1,689

0.05

111

—

Restructuring and restructuring-related

charges(d)

6,245

4,672

0.14

3,677

2,938

0.08

Acquisition and integration costs(e)

1,615

1,284

0.04

6,749

5,347

0.15

Other general expenses(f)

8,146

6,868

0.20

—

ERP implementation(g)

8,274

6,536

0.19

—

(Gain) loss on equity investments(h)

1,426

1,126

0.03

(173

)

(137

)

—

Loss on extinguishment of debt(i)

—

867

685

0.02

Debt conversion inducement expense(m)

—

46,681

1.32

Medical device regulations(j)

344

272

0.01

512

404

0.01

Other adjustments(k)

8,917

7,045

0.21

1,273

1,006

0.03

Tax adjustments(l)

—

579

0.02

—

4,268

0.12

Adjusted net income (Non-GAAP)

112,715

96,002

2.80

123,271

100,756

2.85

(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

Six

Months Ended

July

03, 2026

June

27, 2025

July

03, 2026

June

27, 2025

Weighted average shares for diluted EPS (GAAP)

34,145

35,713

34,290

35,830

Less: 2028 Convertible Notes capped call options impact

(28

)

(240

)

(13

)

(515

)

Adjusted weighted average shares (non-GAAP)

34,117

35,473

34,277

35,315

(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%.

course legal matters. Amounts for 2026 include $1.8 million 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 second quarter and

first six months of 2026 include $1.8 million and $2.8 million, respectively, relating to our global manufacturing alignment restructuring

initiative. In addition, the second quarter of 2026 includes $2.4 million 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 of $5.9 million during the second quarter of 2026. The impairment charges were primarily due to

revised expectations regarding the future use of certain fixed assets.

(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) Loss

on extinguishment of debt consists of accelerated write-offs of unamortized deferred debt issuance costs and discounts, which are included

in interest expense.

(j) 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.

(k) 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 Strategic Review announced during the quarter, pursuant

to which we subsequently entered into the definitive agreement described elsewhere herein, and a cyber incident. Other adjustments includes

the following expenses (in millions):

Three

Months Ended

Six

Months Ended

July

03, 2026

June

27, 2025

July

03, 2026

June

27, 2025

Leadership transition costs

0.1

0.7

1.5

0.7

Strategic projects

0.9

0.3

1.6

0.6

Stockholder activist matter

0.6

—

3.8

—

Strategic Review

1.3

—

1.3

—

Cyber incident costs

0.7

—

0.7

—

(l) Tax adjustments include changes to uncertain tax benefits and associated interest for all periods presented.

In addition, included in the amount for the first six months of 2025 is the write off a deferred tax asset for $4.1 million related to

the a portion of the unamortized original issue discount due to the partial exchange of the 2028 Convertible Notes.

(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

Six

Months Ended

July

2026

June

27,

2025

July

2026

June

27,

2025

Operating income (GAAP)

34,528

59,338

66,397

108,890

Adjustments:

Amortization of intangible assets

15,973

16,120

31,967

30,971

Certain legal expenses

1,931

2,139

111

Restructuring and restructuring-related

charges

4,397

2,575

6,245

3,677

Acquisition and integration costs

173

2,007

1,615

6,749

Other general expenses

7,423

8,146

ERP implementation

4,921

—

8,274

—

Medical device regulations

262

344

512

Other adjustments

3,601

948

8,917

1,273

Adjusted operating income (non-GAAP)

72,991

81,266

134,044

152,189

Table C: EBITDA and Adjusted EBITDA Reconciliations

(in thousands)

Three

Months Ended

Six

Months Ended

July

2026

June

27,

2025

July

2026

June

27,

2025

Income from continuing operations (GAAP)

23,605

37,009

40,111

14,544

Interest expense

10,135

9,754

19,869

24,559

Provision (benefit) for income taxes

(314

)

8,587

3,531

18,053

Depreciation(a)

16,743

15,040

34,086

29,026

Amortization of intangible assets and financing leases

17,795

17,246

35,463

33,092

EBITDA (non-GAAP)

67,964

87,636

133,060

119,274

Stock-based compensation(b)

4,527

5,499

9,834

12,350

Certain legal expenses

1,931

2,139

111

Restructuring and restructuring-related charges

4,397

2,575

6,245

3,677

Acquisition and integration costs

173

2,007

1,615

6,749

Other general expenses

7,423

8,146

ERP implementation

4,921

—

8,274

—

(Gain) loss on equity investments

(42

)

1,426

(173

)

Debt conversion inducement expense

—

46,681

Medical device regulations

262

344

512

Other adjustments

3,601

948

8,917

1,273

Adjusted EBITDA (non-GAAP)

94,939

98,951

180,000

190,460

(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 (2Q 2026 vs. 2Q 2025)

Product Line

Cardio & Vascular

(2.3)%

0.1%

(2.5)%

Cardiac Rhythm Management & Neuromodulation

1.0%

—%

1.0%

Other Markets

(42.8)%

—%

(29.3)%

(13.5)%

Total Sales

(2.6)%

0.1%

(1.2)%

(1.5)%

YTD Change (6M 2026 vs. 6M 2025)

Product Line

Cardio & Vascular

(0.7)%

0.3%

0.5%

(1.5)%

Cardiac Rhythm Management & Neuromodulation

2.9%

—%

2.9%

Other Markets

(45.1)%

—%

(32.7)%

(12.4)%

Total Sales

(1.1)%

0.2%

(1.2)%

(0.1)%

(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)

July

2026

December

31,

2025

Total debt

1,237,883

1,185,179

Add: Debt discounts and deferred issuance costs included in Total debt

19,401

22,105

Total principal amount of debt outstanding

1,257,284

1,207,284

Less: Cash and cash equivalents

21,375

17,161

Net Total Debt (Non-GAAP)

1,235,909

1,190,123

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