Integer Holdings Corp: discloses lawsuits and supplements proxy statement

What happened

• The filing says the company entered into an Agreement and Plan of Merger on Aug 2, 2026 with Armstrong Parent, Inc. and Armstrong Bidco, Inc., affiliates of funds managed by Kohlberg Kravis Roberts & Co. L.P.
• The company filed a definitive proxy statement with the SEC on Sep 14, 2026 and scheduled a special meeting of stockholders for Oct 21, 2026 at 9 a.m. Central Time to vote on the merger.
• The filing says three complaints have been filed by individual stockholders relating to the merger (the Delman Action, the Kent Action and the Walsh Action) and that attorneys claiming to represent 13 purported stockholders have sent demand letters. The company says it will voluntarily supplement the proxy statement and describes the supplemental disclosures in the filing.

Key details

• Merger agreement date: Aug 2, 2026. Proxy statement filed: Sep 14, 2026. Special meeting: Oct 21, 2026 at 9 a.m. Central Time. Proxy mailed to stockholders of record as of Sep 8, 2026.
• Lawsuit filings: Delman Action filed Oct 6, 2026 in N.Y. Sup. Ct., Chemung County; Kent Action filed Sep 24, 2026 in N.Y. Sup. Ct., New York County; Walsh Action filed Sep 23, 2026 in N.Y. Sup. Ct., New York County.
• Supplemental disclosures include: Goldman Sachs contacted over 20 potential counterparties from May 1, 2026 until June 1, 2026 and entered confidentiality agreements with 20 parties (17 financial sponsors, including KKR, and 3 strategic parties; KKR agreement executed May 22, 2026); Goldman Sachs’ illustrative discounted cash flow inputs included total debt and debt-like items of approximately $1,257,000,000, cash and cash equivalents of approximately $21,000,000, fully diluted shares of approximately 35,000,000 shares and illustrative present values per share ranging from $98.93 to $140.68; and the company disclosed that no employment timing or conditions discussions between Parent and the company’s named executive officers occurred prior to execution of the merger agreement.

Why it may matter

• Item reported: Item 8.01 (Other events). The filing covers litigation and stockholder demand letters related to the proposed merger and describes the company’s voluntary supplemental disclosures to its proxy statement. This filing does not show why the insider traded or why the company acted.