Integer (ITGR) Proxy filing summary

Executive summary

• A merger agreement was signed on August 2, 2026, for Armstrong Bidco, Inc. to merge with and into Integer Holdings Corporation, making Integer a wholly owned subsidiary of Armstrong Parent, Inc., an affiliate of KKR-managed funds.

• Shareholders will receive $127.00 in cash per share, a 51.8% premium over the unaffected price of $83.67 as of April 29, 2026.

• The board unanimously recommends voting in favor of the merger, citing value certainty, premium to trading price, and a robust strategic review process.

• The merger is expected to close by the end of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote counts as a vote against.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough strategic review, engaging over 20 potential acquirers and receiving multiple bids.

• The board considered both positive and negative factors, including certainty of value, premium, and potential business disruption.

• The board’s recommendation is based on a holistic analysis of all factors and advice from financial and legal advisors.