Short answer
Integer Holdings Corp (ITGR) filed an 8-K current report with the SEC on August 4, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). KKR affiliates agreed to acquire Integer for $127 cash per share, taking the company private subject to customary conditions.
Integer Holdings Corp 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- KKR affiliates agreed to acquire Integer for $127 cash per share, taking the company private subject to customary conditions
- Shareholder approval, antitrust clearances and no material adverse effect required; transaction has no financing condition
- Merger expected by May 2, 2027 outside date, with equity and debt commitments supporting Parent’s funding
- $154M Company termination fee limits competing bids; $307M Parent fee protects Integer if Parent breaches or fails to close
- Equity awards generally convert to cash, with 50% of unvested RSU and PSU consideration deferred subject to vesting conditions
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Bylaws effective August 2, 2026, adding exclusive-forum provisions for specified shareholder and corporate litigation
- Delaware Court of Chancery designated for covered corporate claims, or Delaware federal court if jurisdiction is lacking
- Federal district courts designated for Securities Act, Exchange Act, and other federally exclusive or concurrent claims
- Provisions may reduce forum-shopping and litigation costs, while potentially limiting shareholders’ choice of venue
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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