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”).…
Filed Aug 3, 2026Accepted Aug 3, 2026, 4:44 PM EDTCIK 1114483Accession 0000950103-26-011683
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Item 7.01Item 7.01 - Regulation FD Disclosure
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.