INTEGRA LIFESCIENCES HOLDINGS CORP 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sale of Unregistered Securities: None. Purchases of Equity Securities: The following table provides information about purchases by the Company during the quarter ended September 30, 2024 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act. Subject to applicable law, share repurchases may be made from time to time in open market transactions, privately negotiated transactions including accelerated share repurchase agreements, or pursuant to instruments and plans complying with Rule 10b5-1 under the Exchange Act, among other types of transactions and arrangements. Issuer purchases of equity securities Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1) Approximate dollar value of shares that may yet be purchased under the plans or program 07/01/2024 - 07/31/2024 (2) 446,075 $ 24.81 446,075 50,000,000 (3) 08/01/2024 - 08/31/2024 — $ — — — 09/01/2024 - 09/30/2024 — $ — — — Total 446,075 446,075 (1) On May 16, 2024, the Company entered into a $50 million accelerated share repurchase (“May 2024 ASR”) and received 1.3 million shares of common stock at the inception of the May 2024 ASR, which represented approximately 70% of the expected total shares under the May 2024 ASR. (2) On July 30, 2024, the early exercise provision was exercised by the May 2024 ASR counterparty. The Company received an additional 0.4 million shares determined using the volume-weighted average price of the Company’s common stock during the term of the May 2024 ASR. 49 Table of Contents (3) On July 18, 2023, the Board of Directors authorized a new $225 million share repurchase program, replacing the existing $225 million program authorized in April 2022, under which $75 million remained authorized at the time of its replacement. The program authorized in July 2023, which expires on December 31, 2025, allows the Company to repurchase its shares opportunistically from time to time. They May 2024 ASR was effected under this authorization. As of September 30, 2024, $50 million remained authorized under the July 2023 share repurchase authorization.The Company may utilize various methods to effect any repurchases, including open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, including accelerated share repurchases, or a combination of the foregoing, some of which may be effected through Rule 10b5-1 plans. The price and timing of any future purchases under the share repurchase program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price, and such repurchases may be discontinued at any time. According to the terms of our Senior Credit Facility, our ability to declare or make any dividend payments is limited. See Note 6. Debt , to the Notes to Unaudited Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report) for a description of working capital restrictions and limitation on the payment of dividends. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.