What changed in this filing

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Item 1. Financial Statements

2025-05-05 compared with 2024-11-04 · 431 added, 392 removed, 701 unchanged (54% of the section changed)

4 unchanged sentences

(Dollars in thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Total revenue, net $ 382,653 $ 368,872

8 unchanged sentences

Interest expense ( 18,815 ) ( 13,624 )

Other income, net 2,112 471 2,939 1,705

(Loss) income before income taxes ( 20,362 ) 18,609 ( 40,778 ) 52,211

(Benefit) provision for income taxes ( 9,667 ) ( 888 ) ( 14,399 ) 4,304

Net (loss) income $ ( 10,695 ) $ 19,497 $ ( 26,379 ) $ 47,907

Net (loss) income per share

Basic $ ( 0.14 ) $ 0.24 $ ( 0.34 ) $ 0.59

Diluted $ ( 0.14 ) $ 0.24 $ ( 0.34 ) $ 0.59

Other expense, net ( 144 ) ( 610 )

Loss before income taxes ( 30,036 ) ( 5,230 )

Benefit for income taxes ( 4,743 ) ( 1,949 )

Net loss $ ( 25,293 ) $ ( 3,281 )

Net loss per share

Basic and diluted $ ( 0.33 ) $ ( 0.04 )

Weighted average common shares outstanding (See Note 13):

Basic 76,448 79,690 77,196 80,842

Diluted 76,448 79,811 77,196 81,112

Comprehensive income (See Note 14)

Basic and diluted 76,463 77,735

Comprehensive (loss) income (See Note 14)

( 21,828 ) 1,179

3 unchanged sentences

(Dollars in thousands, except per share amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

26 unchanged sentences

Long-term borrowings under securitization facility 102,100 108,100

Long-term convertible securities — 570,255

Lease liability - operating leases 161,476 166,930

10 unchanged sentences

240,000 authorized shares;

91,588 and 90,920 issued at September 30, 2024 and December 31, 2023, respectively

92,136 and 91,610 issued at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,323,081 1,323,431

Treasury stock, at cost;

14,454 shares and 12,751 shares at September 30, 2024 and December 31, 2023, respectively

14,424 shares and 14,445 shares at March 31, 2025 and December 31, 2024, respectively

( 690,379 ) ( 691,411 )

7 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

OPERATING ACTIVITIES:

Net (Loss) Income $ ( 26,379 ) $ 47,907

Net loss $ ( 25,293 ) $ ( 3,281 )

Adjustments to reconcile net income to net cash provided by operating activities:

1 unchanged sentence

Non-cash impairment charges — 7,064

Deferred income tax (benefit) provision ( 13,743 ) 2,963

Deferred income tax benefit ( 1,832 ) ( 2,856 )

Share-based compensation 1,870 5,599

1 unchanged sentence

Non-cash lease expense ( 254 ) 149

Loss (gain) on disposal of property and equipment 1,337 ( 4 )

Loss on disposal of property and equipment 495 12

Change in fair value of contingent consideration and others ( 162 ) 456

7 unchanged sentences

Other non-current liabilities 1,388 1,888

Net cash provided by operating activities 78,642 81,205

Net cash (used in) provided by operating activities ( 11,257 ) 15,756

INVESTING ACTIVITIES:

Purchases of property and equipment ( 28,920 ) ( 15,465 )

Cash (paid) for business acquisitions, net of cash acquired ( 281,994 ) —

Purchases of short term investments ( 7,000 ) ( 38,500 )

Proceeds from maturities of short term investments 19,250 —

Net proceeds from swaps designated as net investment hedges — 5,381

Net cash used in investing activities ( 35,920 ) ( 53,965 )

2 unchanged sentences

Payments on debt ( 15,244 ) ( 15,100 )

Payment of debt issuance costs — ( 7,578 )

Purchases of treasury stock ( 50,000 ) ( 275,000 )

Payments for Contingent Consideration ( 11,923 ) —

Payments for contingent considerations ( 2,600 ) —

Proceeds from exercised stock options 957 6,398

Cash taxes paid in net equity settlement ( 2,136 ) ( 3,122 )

Net cash provided by (used in) financing activities 245,013 ( 223,035 )

Net cash provided by financing activities 35,377 358,676

Effect of exchange rate changes on cash and cash equivalents 4,529 ( 4,963 )

Net decrease in cash and cash equivalents ( 61,245 ) ( 182,929 )

Net (decrease) increase in cash and cash equivalents ( 7,271 ) 315,504

Cash and cash equivalents at beginning of period 246,375 276,402

4 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity

6 unchanged sentences

Share-based compensation — — — 1,860 — — 1,860

Accelerated shares repurchased — $ — — — — $ — — —

Balance, March 31, 2025 92,136 $ 921 ( 14,424 ) $ ( 690,379 ) $ 1,323,081 $ ( 24,106 ) $ 914,622 $ 1,524,139

Net loss — — — — — — ( 12,402 ) ( 12,402 )

Other comprehensive loss, net of tax — — — — — ( 8,080 ) — ( 8,080 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 107 1 — 20 ( 101 ) — — ( 80 )

Share-based compensation — — — — 7,305 — — 7,305

Accelerated shares repurchased — $ — ( 1,273 ) ( 34,351 ) ( 16,149 ) $ — $ — ( 50,500 )

Balance, June 30, 2024 91,591 $ 916 ( 14,008 ) $ ( 680,753 ) $ 1,301,582 $ ( 18,726 ) $ 931,176 $ 1,534,195

Net loss — — — — — — ( 10,695 ) ( 10,695 )

Other comprehensive income, net of tax — — — — — ( 6,128 ) — ( 6,128 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 3 ) — — 10 ( 181 ) — — ( 171 )

Share-based compensation — — — — 4,386 — — 4,386

Accelerated shares repurchased — — ( 446 ) ( 11,067 ) 11,067 — — —

Balance, September 30, 2024 91,588 $ 916 ( 14,454 ) $ ( 691,810 ) $ 1,316,854 $ ( 24,854 ) $ 920,481 $ 1,521,587

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity

2 unchanged sentences

90,920 $ 909 ( 12,751 ) $ ( 647,262 ) $ 1,302,484 $ ( 15,106 ) $ 946,859 $ 1,587,884

Net income — — — — — — 24,226 24,226

Net loss — — — — — — ( 3,281 ) ( 3,281 )

Other comprehensive income, net of tax — — — — — 4,460 — 4,460

2 unchanged sentences

Share-based compensation — 4 — — 5,608 — — 5,612

Accelerated shares repurchased — — ( 2,111 ) ( 119,662 ) ( 31,538 ) — — ( 151,200 )

Balance, March 31, 2024

91,484 $ 915 ( 12,735 ) $ ( 646,422 ) $ 1,310,527 $ ( 10,646 ) $ 943,578 $ 1,597,952

Net income — — — — — — 4,184 4,184

Other comprehensive income (loss), net of tax — — — — — ( 2,237 ) — ( 2,237 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 68 1 — 21 985 — — 1,007

Share-based compensation — — — — 5,268 — — 5,268

Accelerated shares repurchased — — ( 609 ) ( 32,125 ) 32,125 — — —

Balance, June 30, 2023

90,881 909 ( 9,527 ) ( 513,782 ) 1,283,675 4,830 907,528 1,683,160

Net income — — — — — — 19,497 19,497

Other comprehensive income, net of tax — — — — — ( 3,085 ) — ( 3,085 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 54 — — 17 424 — — 441

Share-based compensation — — — — 5,457 — — 5,457

Accelerated shares repurchased — — ( 2,296 ) ( 99,012 ) ( 27,237 ) — — ( 126,249 )

Balance, September 30, 2023

90,935 909 ( 11,823 ) ( 612,777 ) 1,262,319 1,745 927,025 1,579,221

The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.

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The terms “we,” “our,” “us,” “Company” and “Integra” refer to Integra LifeSciences Holdings Corporation, a Delaware corporation, and its subsidiaries unless the context suggests otherwise.

In the opinion of management, the September 30, 2024 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, statement of changes in shareholders’ equity, results of operations and cash flows of the Company.

In the opinion of management, the March 31, 2025 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, statement of changes in shareholders’ equity, results of operations and cash flows of the Company for the periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

1 unchanged sentence

The consolidated balance sheet as of December 31, 2024 was derived from audited financial statements, but does not include all disclosures required by GAAP.

Operating results for the three and nine-month period ended September 30, 2024 are not necessarily indicative of the results to be expected for the entire year.

Operating results for the three-month period ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire year.

The preparation of consolidated financial statements is in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses.

3 unchanged sentences

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and, in January 2021, subsequently amended the initial guidance in :

ASU 2021-01, Reference Rate Reform (Topic 848):

Scope (collectively, “Topic 848”).

Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts, hedging relationships, and other transactions that reference London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform.

In December 2022, the FASB issued ASU 2022-06 , Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which delayed the effective date from December 31, 2022 to December 31, 2024.

The Alternative Reference Rates Committee, a group of private-market participants convened by the U.S.

Federal Reserve Board and the New York Federal Reserve, has recommended the use of the Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to LIBOR.

On March 24, 2023, the Company entered into the seventh amendment and restatement (the “March 2023 Amendment”) of its Senior Credit Facility (the “Senior Credit Facility”) with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent.

In connection with the March 2023 Amendment, the Company replaced all LIBOR-based contracts with SOFR, which is calculated based on overnight transactions under repurchase agreements backed by Treasury securities.

In addition, on April 17, 2023 the Company entered into an amendment (the “April 2023 Amendment”) of the Securitization Facility (as defined below) and amended the interest rate from LIBOR to a SOFR-indexed rate.

In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays daily compounded SOFR to convert the portfolio of swaps from daily compounded SOFR to term SOFR.

The Company has elected to adopt the optional expedient under Topic 848, which will allow the interest rate swap hedging relationship to continue, without de-designation, due to the change in the indexed rate from LIBOR to SOFR.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

Improvements to Income Tax Disclosures (“ASU 2023-09”) which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company does not plan to early adopt and is currently evaluating this ASU to determine its impact on the Company’s disclosures.

The amendments should be applied on a prospective basis.

Retrospective application to all prior periods presented in the financial statements is permitted.

The Company will adopt ASU 2023-09 for the annual period ending on December 31, 2025.

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company does not plan to early adopt and is currently evaluating this ASU to determine its impact on the Company’s disclosures.

The Company adopted ASU 2023-07 as of December 31, 2024 on a retrospective basis to all prior periods presented.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The requirements should be applied on a prospective basis while retrospective application is permitted.

The Company is currently evaluating the impact that the adoption of this guidance will have on the Company's disclosures.

There are no other recently issued accounting pronouncements that are expected to have any significant effect on the Company’s financial position, results of operations or cash flows.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Cash and cash equivalents

The Company had cash and cash equivalents, primarily consisting of cash on-hand as well as time deposits with original maturities of three months or less and money market funds which are highly liquid and readily convertible to cash, totaling approximately $ 215.2 million and $ 276.4 million at September 30, 2024 and December 31, 2023 respectively.

Time deposits with original maturities of three months or less and money market funds are valued based on Level 1 measurements in the fair value hierarchy established within FASB Topic 820, Fair Value Measurement (“ASC 820”).

Level 1 inputs represent quoted prices in active markets for identical assets or liabilities.

The Company had cash and cash equivalents, primarily consisting of cash on-hand, as well as time deposits with original maturities of three months or less and money market funds, which are highly liquid and readily convertible to cash, totaling approximately $ 239.1 million and $ 246.4 million at March 31, 2025 and December 31, 2024, respectively.

Short-term investments

The Company had short term investments, primarily consisting of time deposits with original maturities between three months and one year, which are valued based on Level 1 measurements in the fair value hierarchy, totaling approximately $ 62.4 million at September 30, 2024 compared to $ 32.7 million at December 31, 2023.

The Company had short term investments, primarily consisting of time deposits with original maturities between three months and one year, totaling approximately $ 34.2 million at March 31, 2025 compared to $ 27.2 million at December 31, 2024.

The short term investments are valued based on Level 1 measurements in the fair value hierarchy.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Management evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the issuance of the accompanying unaudited condensed consolidated financial statements.

Recent tariff changes imposed by the U.S.

and China have created increased risks and uncertainties surrounding the Company’s future results of operations.

The impact of tariffs in the first quarter of 2025 was not material.

However, should universal tariffs be implemented as initially announced in April 2025, the Company anticipates a significant adverse impact on its future costs of revenue, which will impact its results of operations.

Particularly, the U.S.

import tariffs and the reciprocal measures by China, are expected to increase the Company’s cost of goods sold.

The Company anticipates that some of its suppliers will incur incremental tariff-related costs, which may be passed on to the Company.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on the business are uncertain and are expected to be impacted by various factors, such as negotiations between the U.S.

and affected countries, the responses of other countries or regions, exemptions or exclusions that already exist or may be granted, availability and cost of alternative sources of the products and materials, and the Company’s ability to offset the effects of any tariffs that might be imposed.

Compliance with the financial covenants contained in the seventh amendment and restatement entered into by the Company on March 24, 2023 (the “March 2023 Amendment”) of the Senior Credit Facility (the “Senior Credit Facility”) (as discussed in Note 6.

Debt ) is measured quarterly and failure to meet the covenant requirements would constitute an event of default under the Senior Credit Facility.

Due to risks and uncertainties concerning tariffs with regards to the Company’s operations, industry, financial condition, performance, operating results and liquidity, the Company may not maintain compliance with the financial covenants over the next twelve months from the issuance of the accompanying interim unaudited condensed consolidated financial statements, which noncompliance, should it occur, would raise substantial doubt about the Company’s ability to continue as a going concern.

If an event of default occurs and the Company is unable to obtain necessary waivers or amendments, the lenders may elect to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable.

Further, if an event of default occurs, the lenders will have the right to proceed against the collateral granted to them to secure that debt.

If the debt under the Senior Credit Facility were to be accelerated, the Company’s assets may not be sufficient to repay in full the debt that may become due as a result of that acceleration.

The Company could seek replacement financing at prevailing market rates or raise additional capital by issuing equity or debt securities;

however, this may not be on terms favorable to the Company, or available at all.

As of March 31, 2025, the Company was in compliance with the financial covenants in the Senior Credit Facility.

In response to the risks and uncertainties surrounding the Company’s future results of operations due to tariffs, the Company has taken actions to reduce expenses and maintain compliance with its financial covenants.

In the event that performance is below the forecasted levels, the Company may also implement certain additional initiatives, such as price increases to offset tariff costs and rationalization of selling, general and administrative expenses, which would allow it to continue to comply with the financial covenants.

The Company may consider taking other actions, including negotiating with its lenders for an amendment or modification to the financial covenants, as deemed appropriate.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Employee termination benefits

The Company does not have a written severance plan, but has a history of providing benefits for employees in the case of involuntary termination.

In situations outside the U.S., there are minimum statutory termination benefits requirements by country that must be paid to the affected employees.

The Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits.

Charges associated with these activities are recorded when the payment of benefits is probable and can be reasonably estimated.

In situations where the Company pays out termination benefits in excess of statutory minimum amounts based on management’s discretion, the Company records these termination costs once communication is made to the affected employees.

The timing of the recognition of charges for employee severance costs other than minimum statutory benefits depends on whether the affected employees are required to render service beyond their legal notification period in order to receive the benefits.

If affected employees are required to render service beyond their legal notification period, charges are recognized over the future service period.

Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met.

The Company incurred employee termination costs on restructuring activities in the consolidated statement of operations for the three months ended March 31, 2025 and 2024.

The following table summarizes the activity in the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,

(Dollars in thousands) 2025 2024

Balance, beginning of the year $ 5,151 $ 2,113

Cost of Goods Sold 6 —

Research and development 342 —

Selling, general and administrative 5,251 —

Payments and other adjustments ( 1,330 ) ( 971 )

Balance, end of the period $ 9,420 $ 1,142

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

ACQUISITIONS AND DIVESTITURES

Acquisition of Durepair®

On October 2, 2024, the Company completed the acquisition of the product rights for Durepair Regeneration Matrix (“Durepair”), a non-synthetic dura substitute for repair of the dura mater during neurosurgical procedures, from Medtronic plc for total consideration of $ 45.0 million.

The Company made a cash payment of $ 10.0 million upon the closing of the acquisition and will make additional cash payments of $ 15.0 million upon the first anniversary of the acquisition and $ 20.0 million upon the second anniversary of the acquisition.

The additional cash payments to be paid in October 2025 and October 2026 were included at their present values in accrued expenses and other current liabilities and other liabilities, respectively, as of March 31, 2025.

The acquisition of the product rights for Durepair, which consist of certain patents and trademarks, regulatory approvals, and other records, has been accounted for as an asset acquisition in accordance with ASC 805, Business Combinations (“ASC 805”) as the acquisition does not include an assembled workforce and substantially all of the fair value of the assets acquired is concentrated in a single identifiable intangible asset.

Acquisition of Acclarent, Inc.

1 unchanged sentence

(“Acclarent”), a developer and marketer of medical devices used in ear, nose, throat (“ENT”) procedures, from Ethicon, Inc., a subsidiary of Johnson & Johnson, for approximately $ 282.0 million in cash, subject to customary adjustments set forth in the purchase agreement related to working capital balances transferred to the Company.

In September 2024, the Company finalized the working capital adjustment in the amount of $ 4.2 million, which resulted in a reduction to goodwill.

This adjustment will be settled during the three months ending December 31 , 2024.

In the second half of 2024, the Company finalized and settled the working capital adjustment in the amount of $ 4.2 million, which resulted in a reduction to goodwill and also recognized a measurement period adjustment to recognize deferred tax liabilities of $ 1.1 million with a corresponding increase to goodwill as a result of a change to the estimated deferred tax rate applied and the book-to-tax difference associated with fixed assets acquired.

The addition of Acclarent’s ENT product portfolio, including sinus balloon dilation, eustachian tube balloon dilation, and surgical navigation systems technologies, and dedicated salesforce will enhance the Company’s position in the ENT specialty device market.

Acclarent’s results of operations have been reported in the Company’s Codman Specialty Surgical reportable segment from the date of acquisition.

The Company recorded revenue from Acclarent of approximately $ 62.3 million, in the consolidated statements of operations and comprehensive income for the nine months ended September 30, 2024.

The Company recorded revenue from Acclarent of approximately $ 29.1 million, in the consolidated statements of operations and comprehensive income for the three months ended March 31, 2025.

The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company’s operations.

Assets Acquired and Liabilities Assumed at Fair Value

The Acclarent acquisition has been accounted for using the acquisition method of accounting in accordance with FASB Topic ASC 805, Business Combinations (“ASC 805”).

The Acclarent acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805.

This method requires that assets acquired and liabilities assumed in a business combination are recognized at their fair values as of the acquisition date.

The Company estimated fair values at the date of acquisition for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed.

The Company has not completed its analysis regarding the assets acquired and liabilities assumed.

Therefore, the allocation to intangible assets, goodwill, and income taxes are preliminary and subject to finalization.

During the measurement period ending no later than one year after the acquisition date, the Company will continue to obtain information to assist in finalizing the fair values of the net assets acquired, which may differ materially from these preliminary estimates.

If any measurement period adjustment is material, the Company will record such adjustment, including any related impact on net income, in the reporting period in which the adjustment is determined.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

Dollars in thousands Estimated Fair Value Estimated Useful Life

Current assets:

Trade accounts receivable, net 23,716

Trade accounts receivable, net of allowances of $ 3,885

Inventories, net 20,294

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The estimated fair value of the intangible assets acquired was determined using the multi-period, excess earnings method of the income approach, which estimates value based on the present value of future economic benefits attributable to the intangible assets.

The significant assumptions used in developing the valuation included the estimated annual net cash flows including application of forecasted revenue, the discount rate that appropriately reflects the risk inherent in each future cash flow stream, and an assessment of the asset’s life cycle, as well as other factors.

The significant assumptions used in developing the valuation included the estimated annual net cash flows including application of revenue growth rates, cost of sales, the discount rate that appropriately reflects the risk inherent in each future cash flow stream, obsolescence rate, and an assessment of the asset’s life cycle, as well as other factors.

The assumptions used in the financial forecasts were based on historical data, supplemented by current and anticipated growth rates, management plans, and market-comparable information.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

Preliminary assumptions may change and may result in significant changes to the final valuation.

The intangible assets acquired have a weighted average useful life of 11 years.

11 unchanged sentences

These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions.

Acquisition of Durepair®

On October 2, 2024, the Company completed the acquisition of the product rights for Durepair ® Regeneration Matrix (“Durepair”), a non-synthetic dura substitute for repair of the dura mater during neurosurgical procedures, from Medtronic plc for total consideration of $ 45.0 million.

The Company will account for the acquisition of the product rights for Durepair, which consist of certain patents and trademarks, regulatory approvals, and other records, as an asset acquisition in accordance with ASC 805 because the acquisition does not include an assembled workforce and substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset and, thus, the assets are not considered a business.

REVENUES FROM CONTRACTS WITH CUSTOMERS

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The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers.

Contract Asset and Liability

Revenues recognized from the Company’s private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the other current assets account in the consolidated balance sheets.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Contract Assets and Liabilities

Revenues recognized from the Company’s private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet.

Upon invoicing to the customer, the balance is recorded in trade receivable, net in the consolidated balance sheet.

Other operating revenues may include fees received under service agreements.

1 unchanged sentence

A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as contract liability.

The following table summarizes the changes in the contract asset and liability balances for the nine months ended September 30, 2024:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table summarizes the changes in the contract asset and liability balances for the three months ended March 31, 2025:

Dollars in thousands Total

3 unchanged sentences

Contract asset, net of transferred to trade receivables on contracts during the period $ 5,115

Contract asset, September 30, 2024

Contract asset, March 31, 2025

Contract Liability

1 unchanged sentence

Recognition of revenue included in beginning of year contract liability $ ( 3,387 )

Contract liability, acquired with Acclarent $ 3,984

Contract liability, net of revenue recognized on contracts during the period $ 3,619

Foreign currency translation $ 40

Contract liability, September 30, 2024

At September 30, 2024, the short-term portion of the contract liability of $ 10.0 million and the long-term portion of $ 8.1 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheets.

As of September 30, 2024, the Company is expected to recognize revenue of approximately 55 % of unsatisfied (or partially unsatisfied) performance obligations as revenue within 12 months, with the remaining balance to be recognized thereafter.

Contract liability, March 31, 2025

At March 31, 2025, the short-term portion of the contract liability of $ 10.5 million and the long-term portion of $ 9.4 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheet.

As of March 31, 2025, the Company is expected to recognize revenue of approximately 53 % of unsatisfied or partially unsatisfied performance obligations as revenue within 12 months, with the remaining balance to be recognized thereafter.

Shipping and Handling Fees

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Disaggregated Revenue

The following table presents revenues disaggregated by the major sources of revenues for the three and nine months ended September 30, 2024 and 2023 (dollar amounts in thousands):

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

The following table presents revenues disaggregated by the major sources of revenues for the three months ended March 31, 2025 and 2024 (dollar amounts in thousands):

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Neurosurgery $ 190,912 $ 202,268

Instruments 50,950 44,373

40,588 9,056 92,103 26,946

Total Codman Specialty Surgical 280,664 256,434

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Inventories, net consisted of the following:

Dollars in thousands September 30, 2024 December 31, 2023

Dollars in thousands March 31, 2025 December 31, 2024

Finished goods $ 225,362 $ 223,729

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GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the nine-month period ended September 30, 2024 were as follows:

Changes in the carrying amount of goodwill for the three-month period ended March 31, 2025 were as follows:

Dollars in thousands Codman Specialty

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Goodwill at December 31, 2024 $ 715,730 $ 381,222 $ 1,096,952

Acclarent Acquisition 61,396 — 61,396

Foreign currency translation 5,503 2,931 8,434

Goodwill at September 30, 2024

Goodwill at March 31, 2025

$ 721,233 $ 384,153 $ 1,105,386

The Company tests goodwill and intangible assets with indefinite lives for impairment annually in the third quarter in accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”).

Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit or indefinite lived intangible asset below its carrying amount.

In accordance with FASB Topic 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

Additionally, the Company may perform interim tests of goodwill for impairment if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit below its carrying amount.

The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units.

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The quantitative test uses a combination of both an income approach and a market approach to determine the fair value of the reporting unit.

The income approach utilizes the estimated discounted cash flows for the reporting unit, while the market approach utilizes comparable publicly-traded companies’ revenue and EBITDA

The income approach utilizes the estimated discounted cash flows for the reporting unit, while the market approach utilizes comparable publicly-traded companies’ revenue and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.

Estimates and assumptions used in the income

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Estimates and assumptions used in the income approach to calculate projected future discounted cash flows included revenue growth rates, operating margins, and a discount rate for each reporting unit.

approach to calculate projected future discounted cash flows included revenue growth rates, cost of sales, terminal growth rates, and a discount rate for each reporting unit.

Discount rates are determined using a weighted average cost of capital for risk factors specific to each reporting unit and other market and industry data.

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Level 3 inputs are supported by limited or no market activity and reflect the Company’s assumptions in measuring fair value.

For goodwill, during the third quarter of 2024, the Company elected to bypass the qualitative evaluations of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units and perform quantitative tests.

During the third quarter of 2024, the Company elected to bypass the qualitative evaluations of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units and perform quantitative tests.

The quantitative test for the Tissue Technologies reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 12.5 % in the income approach.

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Based on the results of the hypothetical sensitivity analyses, the Company would still not have recorded an impairment of goodwill for Tissue Technologies, Neurosurgery, or Instruments and ENT reporting units

For intangible assets with indefinite lives, the Company elected to bypass the qualitative evaluation for its Codman tradename intangible asset and perform a quantitative test during the third quarter 2024.

In performing this test, the Company utilized a discount rate of 13.0 %.

The assumptions used in evaluating the Codman tradename for impairment are subject to change and are tracked against historical results by management.

Based on the results of the quantitative test, the Company recorded no impairment to the Codman tradename intangible asset.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

During the first quarter of 2024, due to third-party audit findings and an update to the estimated timeframe to resume the commercial distribution of products manufactured in the Company’s manufacturing facility located in Boston, Massachusetts (the “Boston facility”), the Company elected to perform a quantitative analysis of its Tissue Technologies reporting unit.

The quantitative test utilized a terminal growth rate of 2.0 % and a discount rate of 14.5 % in the income approach.

An impairment loss is recognized when the reporting unit’s carrying amount exceeds its estimated fair value.

The Company determined, after performing the quantitative analysis, that the fair value of the Tissue Technologies reporting unit was not less than its carrying amount, with 19.9 % headroom.

Other Intangible Assets

The components of the Company’s identifiable intangible assets were as follows:

September 30, 2024

March 31, 2025

Dollars in thousands Weighted

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$ 1,950,109 $ ( 762,574 ) $ 1,187,535

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

December 31, 2024

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$ 1,939,767 $ ( 732,179 ) $ 1,207,588

Total amortization of intangible assets for the three and nine months ended September 30, 2024 was $ 25.6 million and $ 78.7 million, respectively.

Of these amounts, $ 21.8 million and $ 61.1 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold.

Intangible Assets with Indefinite Lives

The Company does not amortize intangible assets with indefinite lives but tests its intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC 350.

Additionally, the Company performs interim tests of its intangible assets with indefinite lives for impairment if an event occurs or circumstances change that could potentially reduce the fair value of a indefinite lived intangible asset below its carrying amount.

The Company tests for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount.

The Company may elect to bypass this qualitative evaluation and perform a quantitative test.

In the third quarter of 2024, the Company elected to bypass the qualitative evaluation for its Codman trade name intangible asset and perform a quantitative test.

In performing this test, the Company utilized a discount rate of 13.0 %.

The assumptions used in evaluating the Codman trade name for impairment are subject to change and are tracked against historical results by management.

Based on the results of the quantitative test, the Company recorded no impairment to the Codman trade name intangible asset.

Intangible Assets with Definite Lives

Developed technologies and other definite-lived intangible assets are amortized over their estimated useful lives either using the straight-line method or, if reliably determinable, based on the pattern of which the economic benefit of the asset is expected to be utilized.

Definite-lived intangible assets are periodically evaluated for impairment in accordance with FASB Topic 360, Property, Plant and Equipment (“ASC 360”) whenever events or changes in circumstances indicate that a definite-lived intangible asset’s carrying value may not be recoverable.

Total amortization of intangible assets for the three months ended March 31, 2025 was $ 26.5 million.

Of this amount, $ 22.8 million was related to amortization of technology based intangibles and included in cost of goods sold.

Total amortization of intangible assets for the three months ended March 31, 2024 was $ 27.7 million.

Of this amount, $ 17.6 million was related to amortization of technology based intangibles and included in cost of goods sold.

$ 7.1 million related to the impairment of a customer relationship intangible and the remainder were included in intangible amortization in the statement of operations.

Total amortization of intangible assets for the three and nine months ended September 30, 2023 was $ 20.9 million and $ 62.1 million, respectively.

Of these amounts, $ 17.7 million and $ 52.8 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold, with the remainder included in intangible amortization in the statement of operations.

Based on quarter-end exchange rates, amortization expense (including amounts reported in cost of goods sold) is expected to be approximately $ 79.6 million for the remainder of 2025, $ 106.0 million in 2026, $ 105.0 million in 2027, $ 101.4 million in 2028, $ 96.2 million in 2029, $ 90.1 million in 2030 and $ 439.2 million thereafter.

The Company periodically performs testing for impairment on certain long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

In the first quarter of 2024, due to third-party audit findings and an update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility, the Company elected to perform quantitative impairment testing on certain definite-lived intangible assets including completed technology and customer relationships in accordance with FASB ASC Topic 360, Property, Plant and Equipment .

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The Company considered the impact to the update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility on the assumptions used in the quantitative assessment of the definite-lived intangible assets completed in the first quarter of 2024, which did not require further evaluation for impairment.

The carrying values of SurgiMend® and PriMatrix® are $ 34.6 million and $ 25.5 million, respectively, as of September 30, 2024.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The carrying values of SurgiMend and PriMatrix are $ 31.0 million and $ 23.3 million, respectively, as of March 31, 2025.

Potential Impact of Risks and Uncertainties on Management’s Estimates

The recent tariff changes imposed by the U.S.

and other countries have created increased risks and uncertainties surrounding the Company’s future results of operations.

In April 2025, President Trump announced reciprocal tariffs on many countries with additional tariffs on the pharmaceutical industry to be announced in the near future.

Certain countries, such as China, have responded with retaliatory tariffs.

The assumptions used by the Company in its quantitative tests of goodwill and intangible assets are inherently subject to uncertainty and slight changes in these assumptions, including the extent and duration of any subsequent changes in U.S.

import tariffs and reciprocal measures by China and the resulting impact on general economic conditions and on the Company’s business, could have a significant impact on the concluded values.

Amendment to the Seventh Amended and Restated Senior Credit Agreement

On March 24, 2023, the Company entered into the seventh amendment and restatement (the “March 2023 Amendment”) of the Senior Credit Facility (the “Senior Credit Facility”) with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent.

On March 24, 2023, the Company entered into the March 2023 Amendment of the Senior Credit Facility with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent.

The March 2023 Amendment extended the maturity date to March 24, 2028, amended the contractual repayments of the term loan component, and amended the interest rate from LIBOR to SOFR-indexed interest.

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(i) a $ 775 million term loan facility, and (ii) a $ 1.3 billion revolving credit facility, which includes a $ 60 million sublimit for the issuance of standby letters of credit and a $ 60 million sublimit for swingline loans.

The terms of the Senior Credit Facility limit the amount of dividends we may pay.

The terms of the Senior Credit Facility limit the amount of dividends the Company may pay.

The Company’s maximum Consolidated Total Leverage Ratio (as defined in the March 2023 Amendment) in the financial covenants is outlined below.

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Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio

March 31, 2023 through September 30, 2024 4.50 to 1.00

December 31, 2024 through September 30, 2025 5.00 to 1.00

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the one-month Term SOFR plus 1.00 %.

The applicable rates are based on the Company’s Consolidated Total Leverage Ratio (defined, as of any date of determination, as the ratio of (a) Consolidated Funded Indebtedness as of such date (as defined in the Credit Agreement) less cash that is not subject to any restriction on the use or investment thereof to (b) Consolidated EBITDA (as defined by the Seventh Amended and Restated Credit Agreement (the “Credit Agreement”)), for the period of four consecutive fiscal quarters ending on such date).

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The applicable rates are based on the Company’s Consolidated Total Leverage Ratio (defined, as of any date of determination, as the ratio of (a) Consolidated Funded Indebtedness as of such date (as defined in the Seventh Amended and Restated Credit Agreement (the “Credit Agreement”)) less cash that is not subject to any restriction on the use or investment thereof to (b) Consolidated EBITDA (as defined by the Credit Agreement)), for the period of four consecutive fiscal quarters ending on such date.

The Company will pay an annual commitment fee (ranging from 0.15 % to 0.30 %), based on the Company’s consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility component of the Senior Credit Facility.

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subsidiaries, excluding intangible assets.

The Senior Credit Facility is subject to various financial and negative covenants and, at September 30, 2024, the Company was in compliance with all such covenants.

The Senior Credit Facility is subject to various financial and negative covenants and, at March 31, 2025, the Company was in compliance with all such covenants.

The Company capitalized $ 7.6 million in deferred financing costs in connection with the modification of the Senior Credit Facility and wrote off $ 0.2 million of previously capitalized financing costs during the first quarter of 2023.

At September 30, 2024 and December 31, 2023 there wa s $ 400.0 million and $ 70.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.

At September 30, 2024 and December 31, 2023, there was $ 765.3 million and $ 775.0 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 6.4 % and 6.8 %, respectively.

As of September 30, 2024 and December 31, 2023 there was $ 29.1 million and $ 14.5 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the condensed consolidated balance sheet.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The fair value of the term loan and revolving portion of the Senior Credit Facility at September 30, 2024 was $ 756.3 million, and $ 395.3 million, respectively.

At March 31, 2025 and December 31, 2024, there wa s $ 415.0 million and $ 365.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.

At March 31, 2025 and December 31, 2024, there was $ 755.6 million and $ 760.5 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 5.9 % and 6.0 %, respectively.

As of March 31, 2025 and December 31, 2024 there was $ 38.8 million and $ 33.9 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the condensed consolidated balance sheet.

The fair value of the term loan and revolving portion of the Senior Credit Facility at March 31, 2025 was $ 743.5 million, and $ 407.8 million, respectively.

The fair value was determined by using a discounted cash flow model based on current market interest rates available to the Company.

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Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly, and are other than active market observable i nputs that reflect unadjusted quoted prices for identical assets or liabilities.

Letters of credit outstanding as of September 30, 2024 and December 31, 2023 to taled $ 1.7 million.

There were no amounts drawn under the letters of credit outstanding as of September 30, 2024.

Letters of credit outstanding as of March 31, 2025 and December 31, 2024 to taled $ 1.7 million.

There were no amounts drawn under the letters of credit outstanding as of March 31, 2025.

Contractual repayments of the term loan component of the Senior Credit Facility are due as follows:

As of September 30, 2024

As of March 31, 2025

Principal Repayment

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Remainder of 2025

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 12.3 million for the remainder of 2024, $ 48.1 million in 2025, $ 45.6 million in 2026, $ 42.6 million in 2027, and $ 9.4 million in 2028.

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 33.1 million for the remainder of 2025, $ 42.2 million in 2026, $ 39.7 million in 2027, and $ 8.7 million in 2028.

Interest is calculated on the term loan portion of the Senior Credit Facility based on SOFR plus the certain amounts set forth in the Credit Agreement.

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In connection with this offering, the Company capitalized $ 13.2 million of financing fees.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The 2025 Notes are senior, unsecured obligations of the Company, and are convertible into cash and shares of its common stock based on an initial conversion rate, subject to adjustment of 13.5739 shares per $1,000 principal amounts of the 2025 Notes (which represents an initial conversion price of $ 73.67 per share).

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or (4) if specified corporate transactions occur.

As of September 30, 2024, none of these conditions existed and the 2025 Notes are classified as current convertible securities on the consolidated balance sheet, as they are due within one year.

As of March 31, 2025, none of these conditions existed and the 2025 Notes are classified as current convertible securities on the consolidated balance sheet, as they are due within one year.

On December 9, 2020, the Company entered into the first supplemental indenture to the Original Indenture (the “First Supplemental Indenture” and, together with Original Indenture, the “Indenture”), pursuant to which the Company irrevocably elected (1) to eliminate the Company’s option to choose physical settlement on any conversion of the 2025 Notes that occurs on or after the date of the First Supplemental Indenture and (2) with respect to any Combination Settlement (as defined in the First Supplemental Indenture) for a conversion of the 2025 Notes, the Specified Dollar Amount (as defined in the First Supplemental Indenture) that will be settled in cash per $1,000 principal amount of the 2025 Notes shall be no lower than $ 1,000 .

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The Company will also be required to increase the conversion rate for holders who convert their 2025 Notes in connection with certain Fundamental Changes (as defined in the Original Indenture) occurring prior to the maturity date or following delivery by the Company of a notice of redemption.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

In connection with the issuance of the 2025 Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of the 2025 Notes (the “hedge participants”).

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The initial strike price of the warrant transactions was $ 113.34 for the 2025 Notes, subject to customary anti-dilution adjustments.

At September 30, 2024 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million .

The fair value of the 2025 Notes at September 30, 2024 was $ 547.7 million .

At March 31, 2025 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million .

The fair value of the 2025 Notes at March 31, 2025 was $ 564.9 million .

Factors that the Company considered when estimating the fair value of the 2025 Notes included recent quoted market prices or dealer quotes.

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Level 1 inputs represent quoted prices in active markets for identical assets or liabilities.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Securitization Facility

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An occurrence of an event of default or a termination event under this Securitization Agreement may give rise to the right of its counterparty to terminate this facility.

As of September 30, 2024, the Company was in compliance with the covenants and none of the termination events had occurred.

As of March 31, 2025, the Company was in compliance with the covenants and none of the termination events had occurred.

On December 15, 2023, the Company entered into an amendment (the “December 2023 Amendment”) of the Securitization Facility which extended the maturity date from May 28, 2024 to December 15, 2026.

3 unchanged sentences

The December 2023 Amendment and April 2023 Amendment did not increase the Company’s total indebtedness.

At September 30, 2024 and December 31, 2023, the Company had $ 72.8 million and $ 89.2 million, respectively, of outstanding borrowings under its Securitization Facility at an interest rate of 5.9 % and 6.4 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at September 30, 2024 was $ 71.2 million.

At March 31, 2025 and December 31, 2024, the Company had $ 102.1 million and $ 108.1 million, respectively, of outstanding borrowings under its Securitization Facility at an interest rate of 5.4 % and 5.4 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at March 31, 2025 was $ 100.0 million.

These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company.

1 unchanged sentence

Estimated Fair Value of Debt Measurements

The carrying amounts and the estimated fair values of debt as of March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025 December 31, 2024

Fair Value Measurement Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

Dollars in thousands

Senior credit facility - term loan Level 2 $ 755,625 $ 743,524 $ 760,469 $ 751,143

Senior credit facility - revolving component Level 2 415,000 407,798 365,000 360,144

2025 Notes Level 1 575,000 564,938 575,000 555,594

Securitization Level 2 102,100 100,049 108,100 105,831

Subtotal $ 1,847,725 $ 1,816,309 $ 1,808,569 $ 1,772,712

Debt issuance costs ( 4,435 ) ( 5,476 )

Total debt $ 1,843,290 $ 1,816,309 $ 1,803,093 $ 1,772,712

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

6 unchanged sentences

These interest rate swaps apply a fixed interest rate on a portion of the Company’s expected SOFR-indexed borrowings.

In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays daily compounded SOFR to convert the portfolio of swaps from daily compounded SOFR to Term SOFR.

The Company held the following interest rate swaps as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands):

September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Additionally, the Company entered into a basis swap where the Company receives Term SOFR and pays daily compounded SOFR to convert the portfolio of swaps from daily compounded SOFR to Term SOFR.

The Company held the following interest rate swaps as of March 31, 2025 and December 31, 2024 (dollar amounts in thousands):

March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value

Asset (Liability)

1-month Term SOFR Loan — 150,000 December 13, 2017 July 1, 2019 June 28, 2024 2.423 % — 2,105

1-month Term SOFR Loan 200,000 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 1,246 4,978

1-month Term SOFR Loan 75,000 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 224 421

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The interest rate swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in accumulated other comprehensive income (“AOCI”).

For the three and nine months ended September 30, 2024, the Company recorded a loss of $ 17.1 million and a gain of $ 2.7 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and nine months ended September 30, 2023 the Company recorded a gain of $ 15.3 million and $ 23.5 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and nine months ended September 30, 2024, the Company recorded gains of $ 4.1 million and $ 14.4 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

For the three and nine months ended September 30, 2023 the Company recorded gains of $ 5.0 million and $ 12.9 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2024 within the next twelve months is $ 7.1 million.

For the three months ended March 31, 2025 and 2024 the Company recorded a loss of $( 7.5 ) million and a gain of $ 14.7 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three months ended March 31, 2025 and 2024, the Company recorded gains of $ 1.4 million and $ 5.2 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

The estimated gain that is expected to be reclassified to interest income from AOCI as of March 31, 2025 within the next twelve months is $ 13.9 million.

The Company has designated these derivative instruments as cash flow hedges.

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dollars from the counterparties.

On September 22, 2023, the Company amended the CHF denominated intercompany loan to partially settle CHF 20.0 million and extend the termination date to September 2024 and as a result, the Company terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $ 48.5 million.

Simultaneously, the Company entered into a cross-currency swap agreement to hedge a notional amount of CHF 28.5 million equivalent to $ 31.5 million of this amended intercompany loan into U.S.

On September 23, 2024, the Company settled this cross-currency swap designated as a cash flow hedge of an intercompany loan.

Based on the closing exchange rates, the loss upon settlement was approximately $ 2.3 million which was offset by the gain on the settlement of the intercompany loan.

On December 21, 2020, the Company entered into cross-currency swap agreements to convert a notional amount of $ 471.6 million equivalent to 420.1 million of a CHF-denominated intercompany loan into U.S.

In December 2020, the Company entered into cross-currency swap agreements to convert a notional amount of $ 471.6 million equivalent to 420.1 million of a CHF-denominated intercompany loan into U.S.

The CHF-denominated intercompany loan was the result of an intra-entity transfer of certain intellectual property rights to a subsidiary in Switzerland completed during the fourth quarter of 2020.

The intercompany loan requires quarterly payments of CHF 5.8 million plus accrued interest.

The intercompany loan requires quarterly principal payments of CHF 5.8 million plus accrued interest.

As a result, the aggregate notional amount of the related cross-currency swaps will decrease by a corresponding amount.

The Company held the following cross-currency rate swaps as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands):

September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

In February 2025, the Company amended the CHF-denominated intercompany loan to extend the maturity to December 2030.

Concurrently, the Company amended the cross-currency swap agreement, with a notional amount of $ 368.4 million, equivalent to CHF 328.1 million, to extend the maturity to December 2030.

The Company held the following cross-currency rate swaps as of March 31, 2025 and December 31, 2024 (dollar amounts in thousands):

March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value

Asset (Liability)

Pay CHF December 21, 2020 December 22, 2025 3.00 % CHF 333,887 351,137 ( 30,892 ) ( 38,324 )

Pay CHF December 21, 2020 February 19, 2025 3.00 % CHF — 328,136 — ( 4,367 )

Receive U.S.$ 3.98 % $ — 368,362

Pay CHF September 22, 2023 September 23, 2024 2.40 % CHF — 28,500 — ( 2,348 )

Pay CHF February 20, 2025 December 20, 2030 3.25 % CHF 322,387 — ( 16,092 ) —

Receive U.S.$ 6.14 % $ 361,907 —

3 unchanged sentences

The cross-currency swaps designated as cash flow hedges are carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in AOCI.

For the three and nine months ended September 30, 2024, the Company recorded a loss of $ 16.6 million and a gain of $ 13.5 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded gains of $ 13.8 million and $ 3.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2024 the Company recorded a loss of $ 23.2 million and a gain of $ 5.4 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.

For the three and nine months ended September 30, 2023, the Company recorded a gain of $ 15.3 million and $ 3.3 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans.

For the three and nine months ended September 30, 2024, the Company recorded a gain of $ 1.1 million and $ 3.7 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded a gain of $ 1.5 million and $ 4.4 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of September 30, 2024 within the next twelve months is $ 0.7 million.

As of September 30, 2024, the Company does not expect any gains or losses will be reclassified into earnings because the original forecasted transactions will not occur.

For the three months ended March 31, 2025 and 2024 the Company recorded a loss of $( 10.0 ) million and a gain of $ 29.5 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three months ended March 31, 2025 and 2024 the Company recorded a loss of $( 9.4 ) million and a gain of $ 30.1 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.

For the three months ended March 31, 2025 and 2024 the Company recorded gains of $ 1.2 million and $ 1.3 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of March 31, 2025 within the next twelve months is $ 7.8 million.

As of March 31, 2025, the Company does not expect any gains or losses will be reclassified into earnings because the original forecasted transactions will not occur.

Net Investment Hedges

1 unchanged sentence

The Company is exposed to foreign exchange risk from its international operations through foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business.

On May 2, 2024, the Company entered into a cross-currency swap agreement with a notional amount of CHF 68.5 million, equivalent to $ 75.0 million, where the Company agreed with third-parties to sell CHF in exchange for U.S.

In February 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 67.8 million equivalent to $ 75.0 million, where the Company agreed with third-parties to sell CHF in exchange for U.S.

dollars at a specified rate at the maturity of the contract.

The new cross-currency swap agreement was designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries.

On October 1, 2018, May 24, 2022, and November 21, 2023, the Company entered into cross-currency swap agreements designated as net investment hedges to partially offset the effects of foreign currency on foreign subsidiaries.

The Company held the following cross-currency rate swaps designated as net investment hedges as of September 30, 2024 and December 31, 2023, respectively (dollar amounts in thousands):

September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

The Company held the following cross-currency rate swaps designated as net investment hedges as of March 31, 2025 and December 31, 2024, respectively (dollar amounts in thousands):

March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value

8 unchanged sentences

Receive U.S.$ 2.74 % $ 75,000 75,000

Pay CHF February 21, 2025 December 15, 2031 — % CHF 67,800 — ( 1,742 ) —

Receive U.S.$ 3.24 % $ 75,000 —

Total ( 37,179 ) ( 31,113 )

The cross-currency swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI.

For the three months ended March 31, 2025 and 2024, the Company recorded a loss of $( 3.4 ) million and a gain of $ 24.9 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the three months ended March 31, 2025 and 2024, the Company recorded gains of $ 2.6 million and $ 2.2 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The cross-currency swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI.

For the three and nine months ended September 30, 2024, the Company recorded a loss of $ 21.1 million and $ 0.4 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded a gain of $ 6.1 million and a loss of $ 4.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2024, the Company recorded a gain of $ 2.7 million and $ 7.4 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded gains of $ 1.8 million and $ 6.0 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2024 within the next twelve months is $ 9.6 million.

The estimated gain that is expected to be reclassified to interest income from AOCI as of March 31, 2025 within the next twelve months is $ 10.9 million.

Foreign Currency Forward Contracts

The Company has entered into a hedge for forecasted intercompany purchases denominated in foreign currencies through the use of forward contracts designated as cash flow hedges.

The Company has entered into forward contracts designated as cash flow hedges for forecasted purchases in foreign currencies, primarily CHF denominated intercompany purchases.

To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in accumulated comprehensive loss.

These changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs.

In the first and third quarter of 2024, the Company entered into foreign currency forwards to mitigate the exchange rate risk of CHF denominated intercompany purchases.

These contracts typically settle at various dates within twelve months of execution.

As of September 30, 2024 the notional amount of foreign currency forward contracts was 10.4 million CHF.

For the three and nine months ended September 30, 2024 the Company recorded a gain of $ 0.5 million and a loss of $ 0.2 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts and a loss of $ 0.1 million and $ 0.3 million, respectively, in cost of goods sold included in the consolidated statements of operations.

For the three and nine months ended September 30, 2023 the Company recorded a gain of $ 0.1 million and $ 0.3 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts and a gain of $ 0.1 million and $ 0.4 million, respectively, in cost of goods sold included in the consolidated statements of operations.

On October 16, 2024, the Company entered into forward currency forwards with a notional amount of 5.2 million CHF to mitigate the exchange rate risk of Swiss franc denominated intercompany purchases.

These contracts settle at various dates within twelve months of execution.

As of March 31, 2025 the notional amount of foreign currency forward contracts was CHF 15.5 million.

For the three months ended March 31, 2025 and 2024, the Company recorded a gain of $ 0.4 million and a loss of $( 0.6 ) million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.

For the three months ended March 31, 2025 and 2024, the Company recorded an immaterial gain and a loss of $( 0.1 ) million, respectively, in other income and cost of goods sold included in the consolidated statements of operations related to the amortization of forward points and rate translation on the foreign currency forward contracts.

Counterparty Credit Risk

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:

The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024:

Fair Value as of

Location on Balance Sheet (1) :

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Dollars in thousands

10 unchanged sentences

Interest rate swap 26,935 38,302

Net Investment Hedges

Cross-currency swap — 1,470

Total derivatives designated as hedges — Assets $ 58,507 $ 59,227

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2024 and 2023:

Dollars in thousands Balance in AOCI

6 unchanged sentences

Statements of

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Cash Flow Hedges

5 unchanged sentences

$ 5,419 $ ( 20,494 ) $ ( 4,148 ) $ ( 10,927 )

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

Cash Flow Hedges

5 unchanged sentences

$ ( 17,705 ) $ 68,546 $ 38,784 $ 12,057

Dollars in thousands Balance in AOCI

Year Amount of

Recognized in

AOCI Amount of Gain (Loss)

Reclassified from

Earnings Balance in AOCI

End of Quarter Location in

Statements of

Nine Months Ended September 30, 2024

Cash Flow Hedges

Interest rate swap $ 43,556 $ 2,678 $ 14,386 $ 31,848 Interest expense

Cross-currency swap ( 15,763 ) 13,505 9,145 ( 11,403 ) Other income (expense), net

Foreign currency forward contract — ( 159 ) ( 322 ) 163 Cost of sales

Net Investment Hedges

Cross-currency swap ( 45,498 ) ( 364 ) 7,394 ( 53,256 ) Interest income

$ ( 17,705 ) $ 15,660 $ 30,603 $ ( 32,648 )

Nine Months Ended September 30, 2023

Cash Flow Hedges

Interest rate swap $ 56,712 $ 23,477 $ 12,935 $ 67,254 Interest expense

Cross-currency swap ( 20,271 ) 3,114 3,319 ( 20,476 ) Other income (expense), net

Foreign currency forward contract — $ 333 $ 445 ( 112 )

Net Investment Hedges

Cross-currency swap ( 6,914 ) ( 4,066 ) 5,980 ( 16,960 ) Interest income

$ 29,527 $ 22,858 $ 22,679 $ 29,706

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Derivative Instruments not Designated Hedges:

During the second quarter of 2021, the Company entered into a foreign currency swap, with a notional amount of $ 7.3 million to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in Japanese yen.

During 2024 and 2025 the Company entered into foreign currency forward contracts to mitigate risk from the fluctuations in foreign currency exchange rates associated with intercompany balances in Chinese yuan (“CNH”) and CHF.

These contracts typically settle at various dates within twelve months of execution.

As of March 31, 2025, the notional amounts totaled CNH 150.0 million and CHF 20.0 million, equivalent to $ 20.8 million and $ 22.9 million, respectively.

In 2021, the Company entered into a foreign currency swap, with a notional amount of 800.0 million JPY, equivalent to $ 7.3 million, to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in Japanese yen.

In a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another currency at a fixed exchange rate, generally set at inception, calculated by reference to an agreed upon notional amount.

The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party.

The Company subsequently paid down a portion of this swap, bringing the notional amount down to $ 4.6 million as of September 30, 2024.

The fair value of the foreign currency swaps not designated as hedges was $ 1.1 million and $ 1.2 million as of September 30, 2024 and December 31, 2023, respectively.

The Company subsequently paid down a portion of this swap, bringing the notional amount down to JPY 500.0 million, equivalent to $ 4.6 million as of March 31, 2025.

The fair value of the foreign currency swaps not designated as hedges was $ 1.6 million and $ 1.7 million as of March 31, 2025 and December 31, 2024, respectively.

The following table summarizes the gains on derivative instruments not designated as hedges on the condensed consolidated statements of income, which was included in other income:

Dollars in thousands Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Dollars in thousands Three Months Ended March 31,

Foreign currency forward contracts 174 —

Foreign currency swaps 169 $ 273

Total $ 343 $ 273

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

STOCK-BASED COMPENSATION

As of September 30, 2024, the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan, as amended (the “2003 Plan”).

As of March 31, 2025, the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan, as amended (the “2003 Plan”).

Stock options issued under the 2003 Plan become exercisable over specified periods, generally within four years from the date of grant for officers and employees, within one year from date of grant for directors which generally expire eight years from the grant date for employees, and from six to ten years for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change in-control provisions within their grant agreements.

3 unchanged sentences

Stock Options

As of September 30, 2024, there were approximately $ 3.5 million of total unrecognized compensation costs related to unvested stock options.

As of March 31, 2025, there were approximately $ 4.6 million of total unrecognized compensation costs related to unvested stock options.

These costs are expected to be recognized over a weighted-average period of approximately three years .

There were 243,964 stock options granted during the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, the weighted average grant date fair value for stock options granted was $ 15.68 per option.

There were 395,252 stock options granted during the three months ended March 31, 2025.

For the three months ended March 31, 2025, the weighted average grant date fair value for stock options granted was $ 10.77 per option.

Awards of Restricted Stock and Performance Stock

2 unchanged sentences

The Company expenses the fair value of restricted stock awards on a straight-line basis over the requisite service period.

As of September 30, 2024, there was approximately $ 35.4 million of total unrecognized compensation costs related to these unvested awards.

As of March 31, 2025, there was approximately $ 46.6 million of total unrecognized compensation costs related to these unvested awards.

The Company expects to recognize these costs over a weighted-average period of approximately two years .

The Company granted 737,623 restricted stock awards and 263,350 performance stock awards during the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 34.45 and $ 36.22 per award, respectively.

The Company granted 752,668 restricted stock awards and 395,781 performance stock awards during the three months ended March 31, 2025.

For the three months ended March 31, 2025, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 23.76 and $ 23.95 per award, respectively.

The Company also maintains an Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions.

The ESPP is a non-compensatory plan based on its terms.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

CEO Separation

On February 27, 2024, the Company announced that Mr.

De Witte would retire from his position as President and Chief Executive Officer and director of the Company following the completion of a succession process and entered into a letter agreement with Mr.

De Witte to modify his current employment agreement and put forth the form of a post-employment consulting agreement.

The Company applied modification accounting to the outstanding equity-based awards granted to Mr.

De Witte as of that date, which revalued and accelerated stock-based compensation associated with equity-based awards granted to him over his expected service period to the Company.

Pursuant to this letter agreement, Mr.

De Witte’s unvested equity-based awards will continue to vest during his continued service period to the Company and vested stock options were modified such that they will remain exercisable until the lesser of (a) the stated term of the stock options and (b) six months following his cessation of continued service to the Company.

As a result of the modifications, the Company recorded incremental stock-based compensation expense of $ 1.4 million during the nine months ended September 30, 2024.

The Company will record a total of $ 1.9 million in accelerated stock-based compensation expenses for the twelve months ended December 31, 2024 that would not have been recognized if Mr.

De Witte had not announced his retirement from Integra.

RETIREMENT PLANS

The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany, India and Switzerland.

Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2024 were $ 0.4 million and $ 1.3 million, respectively.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 2.4 million for the three and nine months ended September 30, 2024, respectively, are included in other income, net in the consolidated statements of operations.

Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2023 were $ 0.3 million and $ 0.9 million, respectively.

The components of the net periodic benefit costs other than the service cost component of $ 0.5 million and $ 1.6 million for the three and nine months ended September 30, 2023, respectively, are included in other income, net in the consolidated statements of operations.

The estimated fair values of plan assets were $ 43.4 million and $ 45.7 million as of September 30, 2024 and December 31, 2023, respectively.

The net plan assets of the pension plans are invested in common trusts as of September 30, 2024 and December 31, 2023.

The Company has various defined benefit plans which cover certain employees in France, Japan, Germany and Switzerland.

Net periodic benefit costs for the Company’s defined benefit pension plans for the three months ended March 31, 2025 were $ 0.4 million.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million for the three months ended March 31, 2025 are included in other income, net in the consolidated statements of operations.

Net periodic benefit costs for the Company’s defined benefit pension plans for the three months ended March 31, 2024 were $ 0.4 million.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million for the three months ended March 31, 2024 are included in other income, net in the consolidated statements of operations.

The estimated fair values of plan assets were $ 54.4 million and $ 51.8 million as of March 31, 2025 and December 31, 2024, respectively.

The net plan assets of the pension plans are invested in common trusts as of March 31, 2025 and December 31, 2024.

Common trusts are classified as Level 2 in the fair value hierarchy.

3 unchanged sentences

The Company maintains a deferred compensation plan in which certain employees of the Company may defer the payment and taxation of up to 75 % of their base salary and up to 100 % of bonus amounts and other eligible cash compensation.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

This deferred compensation is invested in funds offered under this plan and is valued based on Level 1 measurements in the fair value hierarchy.

Assets of the Company’s deferred compensation plan are included in other current assets and recorded at fair value based on their quoted market prices.

The fair value of these assets were $ 6.5 million and $ 6.1 million as of September 30, 2024 and December 31, 2023, respectively.

The fair value of these assets were $ 6.8 million and $ 6.7 million as of March 31, 2025 and December 31, 2024, respectively.

Offsetting liabilities relating to the deferred compensation plan are included in other liabilities.

1 unchanged sentence

The Company leases administrative, manufacturing, research and distribution facilities, and vehicles through operating lease agreements.

The Company has no finance leases as of September 30, 2024.

The Company has no finance leases as of March 31, 2025.

Many of the Company’s leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area or other maintenance costs).

4 unchanged sentences

As most of the Company’s leases do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Total operating lease expense for the nine months ended September 30, 2024 and September 30, 2023 was $ 18.8 million and $ 17.9 million, respectively, which includes $ 0.2 million, in related party operating lease expense.

Total operating lease expense for the three months ended March 31, 2025 and March 31, 2024 was $ 5.9 million and $ 6.3 million, respectively, which includes $ 0.1 million, in related party operating lease expense.

Supplemental balance sheet information related to operating leases were as follows:

Dollars in thousands, except lease term and discount rate September 30, 2024 December 31, 2023

Dollars in thousands, except lease term and discount rate March 31, 2025 December 31, 2024

ROU assets $ 138,463 $ 144,042

8 unchanged sentences

Leased vehicles 2.8 % 2.8 %

Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 were as follows:

Dollars in thousands September 30, 2024 September 30, 2023

Supplemental cash flow information related to leases for the three months ended March 31, 2025 and 2024 were as follows:

Dollars in thousands March 31, 2025 March 31, 2024

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Operating leases $ 958 $ 746

Future minimum lease payments under operating leases at September 30, 2024 were as follows:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Future minimum lease payments under operating leases at March 31, 2025 were as follows:

Dollars in thousands Related Parties Third Parties Total

12 unchanged sentences

Long-term lease liabilities 161,476

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

There were no future minimum lease payments under finance leases at September 30, 2024.

There were no future minimum lease payments under finance leases at March 31, 2025.

Related Party Leases

2 unchanged sentences

The current lease agreement also provides (i) a 5-year renewal option for the Company to extend the lease from November 1, 2029 through October 31, 2034 at the fair market rental rate of the premises, and (ii) another 5-year renewal option to extend the lease from November 1, 2034 through October 31, 2039 at the fair market rental rate of the premises.

Lease Impairment Charge

The Company approved a plan to transition the commercial distribution of PriMatrix® and SurgiMend® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts and permanently cease use of the Boston facility.

As a result, in the second quarter of 2024, the Company recorded a $ 4.6 million impairment charge, as the carrying amounts of the operating lease right-of-use asset and fixed assets related to the Boston facility exceeded their fair values based on the Company’s estimates of future discounted cash flows through the end of the lease term and the end of their remaining useful lives, respectively.

The $ 4.6 million impairment charge was comprised of a $ 1.7 million impairment of an operating lease right-of-use asset and a $ 2.9 million write-off of fixed assets, which was recorded as a component of cost of goods sold in the condensed consolidated statements of operations.

TREASURY STOCK

As of September 30, 2024 and December 31, 2023, there were 14.5 million and 12.8 million shares of treasury stock outstanding with a cost of $ 691.8 million and $ 647.3 million, at a weighted average cost per share of $ 47.86 and $ 50.76 , respectively.

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 inception of the May 2024 ASR, which represented approximately 70 % of the expected total shares under the May 2024 ASR.

On July 31, 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.

On August 15, 2023, the Company entered into a $ 125 million accelerated share repurchase (“August 2023 ASR”) and received 2.3 million shares of common stock at inception of the August 2023 ASR, which represented approximately 80 % of the expected total shares under the August 2023 ASR.

On October 18, 2023 the early exercise provision was exercised by the August 2023 ASR counterparty.

The Company received an additional 0.9 million shares determined using the volume-weighted average price of the Company’s common stock during the term of the August 2023 ASR.

On January 26, 2023, the Company entered into a $ 150 million accelerated share repurchase (“January 2023 ASR”) and received 2.1 million shares of common stock at inception of the January 2023 ASR, which represented approximately 80 % of the expected total shares under the January 2023 ASR.

The settlement of the January 2023 ASR agreement was completed in the second quarter of 2023, where the Company received 0.6 million shares, determined using the volume-weighted average price of the Company’s common stock during the term of the January 2023 ASR.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Act”) was signed into law.

The Inflation Act implements a new excise tax of 1% on the net share repurchases made by the Company effective for share repurchases performed January 1, 2023, or after.

In October 2024, the Company made an excise tax payment of $ 2.5 million related to the January 2023 ASR and the August 2023 ASR.

As of March 31, 2025 and December 31, 2024, there were 14.4 million and 14.4 million shares of treasury stock outstanding with a cost of $ 690.4 million and $ 691.4 million, at a weighted average cost per share of $ 47.86 and $ 47.86 , respectively.

In 2024, the Company entered into a $ 50 million accelerated share repurchase (“the 2024 ASR”) and received 1.3 million shares of common stock at inception of the 2024 ASR, which represented approximately 70 % of the expected total shares under the 2024 ASR.

The early exercise provision was exercised by the 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 2024 ASR.

On July 18, 2023, the Board of Directors authorized a new $ 225 million share repurchase program.

A s of September 30, 2024, $ 50 million remained authorized .

A s of March 31, 2025, $ 50 million remained authorized .

The program, which was authorized in July 2023 and expires on December 31, 2025, allows the Company to repurchase its shares opportunistically from time to time.

4 unchanged sentences

The following table provides a summary of the Company’s effective tax rate:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Reported tax rate 15.8 % 37.3 %

The Company’s effective income tax rates for the three months ended September 30, 2024 and 2023 were 47.5 % and ( 4.8 )%, respectively.

For the three months ended September 30, 2024, the higher tax rate is primarily due to the limitation of foreign tax credits in the U.S.

and the limitation of federal tax credits in Switzerland, caused by lower book income realized during the third quarter.

For the three months ended September 30, 2023,the primary drivers of the lower tax rate relate to a reduction to book income in higher-taxed jurisdictions and a $ 3.3 million benefit related to the filing of prior year tax returns.

The Company’s effective income tax rates for the nine months ended September 30, 2024 and 2023 were 35.3 % and 8.2 %, respectively.

For the nine months ended September 30, 2024, the higher tax rate is primarily due to the limitation of foreign tax credits in the U.S.

and the limitation of federal tax credits in Switzerland, caused by lower book income and a $ 1.9 million shortfall from stock-based compensation, as compared to the prior year.

For the nine months ended September 30, 2023, the primary drivers of the lower tax rate relate to a reduction to book income in higher-taxed jurisdictions and a $ 3.8 million benefit related to the filing of prior year tax returns.

The Company’s effective income tax rates for the three months ended March 31, 2025 and 2024 were 15.8 % and 37.3 %, respectively.

For the three months ended March 31, 2025, the Company’s effective tax rate was driven by federal, state, and international tax benefits generated from operating losses in certain jurisdictions, offset by the inclusion of Global Intangible Low-Taxed Income (“GILTI”) and additional taxes to meet the global minimum tax in certain foreign jurisdictions.

For the three months ended March 31, 2024, the Company’s effective tax rate was driven by a $ 1.5 million shortfall from stock based compensation, offset by a tax benefit for intangible asset impairment.

Changes to income tax laws and regulations, in any of the tax jurisdictions in which the Company operates, could impact the effective tax rate.

1 unchanged sentence

and non-U.S., are increasingly focused on tax reform and revenue-raising legislation.

On August 16, 2022, the Inflation Act was signed into law.

The Company did not experience a material impact on the Company’s effective tax rate under the Inflation Act.

The current U.S.

administration and legislators are considering new tax legislation, which may impact the Company's income tax provision.

Further, legislation in foreign jurisdictions may be enacted, in continued response to the base erosion and profit-sharing (“BEPS”) project begun by the Organization for Economic Cooperation and Development (“OECD”).

The OECD released model rules related to a new 15% global minimum tax regime (“Pillar 2”).

Several of the jurisdictions that the Company operates in have already adopted some form of the model rules, which could impact the amount of taxes that the Company pays after 2023.

However, the rules are complex and provide for delays for implementing the tax during the early transition years, if certain conditions are met.

At this time, the Company is projecting an immaterial amount related to Pillar 2 tax liability for the year ending December 31, 2024.

A number of the jurisdictions that the Company operates in have adopted some form of the model rules, which became effective beginning in 2024.

The Pillar 2 rules are complex and provide for delays for implementing the tax during the early transition years, if certain conditions are met.

The Company is calculating a $ 2.7 million expense related to Pillar 2 tax liability for the year ending December 31, 2025.

Related changes in U.S.

jurisdictions could have an adverse effect on the Company’s effective tax rate.

The Company will continue to monitor legislative activity across its U.S.

jurisdictions.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

NET INCOME PER SHARE

Basic and diluted net income per share was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

NET LOSS PER SHARE

Basic and diluted net loss per share was as follows:

Three Months Ended March 31,

Dollars in thousands, except per share amounts 2025 2024

Basic net (loss) income per share:

Net (loss) income $ ( 10,695 ) $ 19,497 $ ( 26,379 ) $ 47,907

Basic net loss per share:

Net loss $ ( 25,293 ) $ ( 3,281 )

Weighted average common shares outstanding 76,463 77,735

Basic net (loss) income per common share $ ( 0.14 ) $ 0.24 $ ( 0.34 ) $ 0.59

Diluted net (loss) income per share:

Net (loss) income $ ( 10,695 ) $ 19,497 $ ( 26,379 ) $ 47,907

Basic net loss per common share $ ( 0.33 ) $ ( 0.04 )

Diluted net loss per share:

Net loss $ ( 25,293 ) $ ( 3,281 )

Weighted average common shares outstanding — Basic 76,463 77,735

2 unchanged sentences

Weighted average common shares for diluted earnings per share 76,463 77,735

Diluted net (loss) income per common share $ ( 0.14 ) $ 0.24 $ ( 0.34 ) $ 0.59

Diluted net loss per common share $ ( 0.33 ) $ ( 0.04 )

Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period.

3 unchanged sentences

For periods in which the Company generated a net loss, the Company does not include the potential impact of dilutive securities in diluted net loss per share, as the impact of these items is anti-dilutive.

Common stock of approximately 1.3 million and 0.6 million shares at September 30, 2024, and 2023, res pectively, were not included in the computation of diluted net (loss) income per share because their effect would have been anti-dilutive.

Common stock of approximately 1.6 million and 1.3 million shares at March 31, 2025 and 2024, res pectively, were not included in the computation of diluted net loss per share because their effect would have been anti-dilutive.

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

Comprehensive (loss) income for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Dollars in thousands 2025 2024

Net (loss) income $ ( 10,695 ) $ 19,497 $ ( 26,379 ) $ 47,907

Net loss $ ( 25,293 ) $ ( 3,281 )

Foreign currency translation adjustment 11,631 730

Change in unrealized loss/(gain) on derivatives, net of tax ( 11,044 ) 6,790 ( 6,714 ) 7,858

Change in unrealized (gain) loss on derivatives, net of tax ( 8,016 ) 3,735

Pension liability adjustment, net of tax ( 150 ) ( 5 )

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Changes in accumulated other comprehensive (loss) income by component between December 31, 2023 and September 30, 2024 are presented in the table below, net of tax:

Changes in accumulated other comprehensive (loss) income by component between December 31, 2024 and March 31, 2025 are presented in the table below, net of tax:

Dollars in thousands Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total

1 unchanged sentence

$ 26,612 $ 4,028 $ ( 58,211 ) $ ( 27,571 )

Other comprehensive gain (loss) 11,632 ( 475 ) 3,129 14,286

Other comprehensive (loss) gain ( 14,101 ) — 13,655 ( 446 )

Amounts reclassified from accumulated other comprehensive income, net ( 6,085 ) 150 2,024 ( 3,911 )

Net current-period other comprehensive gain (loss) ( 6,714 ) ( 475 ) ( 2,559 ) ( 9,748 )

Balance at September 30, 2024

Net current-period other comprehensive (loss) gain ( 8,016 ) ( 150 ) 11,631 3,465

Balance at March 31, 2025

$ 18,596 $ 3,878 $ ( 46,580 ) $ ( 24,106 )

For the nine months ended September 30, 2024, the Company reclassified a gain of $ 7.3 million and $ 16.8 million from accumulated other comprehensive income to other income, net and interest income, respectively.

For the three months ended March 31, 2025, the Company reclassified a loss of $( 7.0 ) million and a gain of $ 3.1 million from accumulated other comprehensive income to other income, net and interest income, respectively.

SEGMENT AND GEOGRAPHIC INFORMATION

The Company internally manages two global reportable segments and reports the results of its businesses to its chief operating decision maker.

The Company is organized primarily on the basis of products and operates two global reportable segments.

Resources are allocated and performance is assessed by the Company’s President and Chief Executive Officer, which the Company has determined to be the Chief Operating Decision Maker (“CODM”).

The two reportable segments and their activities are described below.

• The Codman Specialty Surgical segment includes (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment;

(ii) the Instruments business, which sells more than 40,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, dental, podiatry, and veterinary offices;

• The Codman Specialty Surgical segment operations consist of (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the Instruments business, which sells more than 40,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, dental, podiatry, and veterinary offices;

and (iii) the ENT business, which includes instrumentation, balloon technologies for sinus dilation and eustachian tube dilation, as well as surgical navigation systems.

• The Tissue Technologies segment consists of the Wound Reconstruction and Care business, which includes offerings such as skin and wound repair products, plastics and surgical reconstruction products, bone grafts, and nerve and tendon repair products.

• The Tissue Technologies segment operations consist of such offerings as skin and wound repair, plastics and surgical reconstruction products, bone grafts, and nerve and tendon repair products.

The Tissue Technologies segment includes the Company’s private label business.

The Corporate and other category includes (i) various executive, finance, human resource, information systems and legal functions, (ii) brand management, and (iii) share-based compensation costs.

The operating results of the various reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions, and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the operating segment results.

Net sales and profit by each reportable segment for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Dollars in thousands 2024 2023 2024 2023

Segment Net Sales

Codman Specialty Surgical $ 270,782 $ 268,205 $ 828,977 $ 787,371

Tissue Technologies

110,052 114,216 338,904 357,163

Total revenues $ 380,834 $ 382,421 $ 1,167,881 $ 1,144,534

Segment Profit

Codman Specialty Surgical $ 100,538 $ 105,170 $ 368,171 $ 332,444

Tissue Technologies

28,482 31,789 96,335 92,132

Segment profit 129,020 136,959 464,506 424,576

Amortization ( 3,760 ) ( 3,208 ) ( 17,575 ) ( 9,342 )

Corporate and other ( 133,410 ) ( 107,158 ) ( 454,147 ) ( 339,755 )

Operating income $ ( 8,150 ) $ 26,593 $ ( 7,216 ) $ 75,479

The Corporate and Other category includes (i) various executive, finance, human resource, information systems and legal functions, (ii) brand management, and (iii) share-based compensation costs, which are not allocated to the reportable segments.

For both segments, the CODM uses segment revenue and segment operating income to assess the performance for each segment and in the annual budgeting and forecasting process.

The CODM considers budget-to-actual variances on a quarterly basis for segment revenue and segment operating income when making decisions about allocating capital and personnel to the segments.

The operating results of the reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the reportable segments.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Net sales and profit by each reportable segment for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31, 2025

Dollars in thousands Codman Specialty Surgical Tissue Technologies Corporate and Other Total

Total revenue, net $ 280,664 $ 101,989 $ — $ 382,653

Cost of goods sold 92,682 45,063 50,476 188,221

Research and development 7,945 3,719 13,064 24,728

Selling, general and administrative 69,674 37,161 74,662 181,497

Intangible asset amortization — — 3,704 3,704

Total cost and expenses 170,301 85,943 141,906 398,150

Operating income (loss) $ 110,363 $ 16,046 $ ( 141,906 ) ( 15,497 )

Interest income 4,420

Interest expense ( 18,815 )

Other income, net ( 144 )

Loss before income taxes $ ( 30,036 )

Three Months Ended March 31, 2024

Dollars in thousands Codman Specialty Surgical Tissue Technologies Corporate and Other Total

Total revenue, net $ 256,434 $ 112,438 $ — $ 368,872

Cost of goods sold 92,973 37,538 31,527 162,038

Research and development 5,765 4,901 16,299 26,965

Selling, general and administrative 54,204 39,333 72,261 165,798

Intangible asset amortization — — 10,107 10,107

Total cost and expenses 152,942 81,772 130,194 364,908

Operating income (loss) $ 103,492 $ 30,666 $ ( 130,194 ) 3,964

Interest income 5,040

Interest expense ( 13,624 )

Other income, net ( 610 )

Loss before income taxes $ ( 5,230 )

The Company does not allocate any assets to the reportable segments.

No asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment.

No asset information is reported to the CODM and disclosed in the financial information for each segment.

The Company attributes revenues to geographic areas based on the location of the customer.

Total revenue by major geographic area consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Dollars in thousands 2025 2024

4 unchanged sentences

Total Revenues $ 382,653 $ 368,872

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

The Company consistently accrues legal fees expected to be incurred in connection with loss contingencies as those fees are incurred by outside counsel as a period cost.

On February 21, 2025, a derivative lawsuit captioned Grabowsky v.

Integra LifeSciences Holding Corp.

3:25-cv-01399 (D.N.J.) was filed in the United States District Court for the District of New Jersey.

The action purports to assert derivative claims on behalf of the Company against its current Board of Directors and certain of its current or former officers and directors.

The action asserts claims that the individual defendants breached their fiduciary duties and harmed the Company by making false and misleading statements and omissions relating to certain quality systems issues identified by the U.S.

Food and Drug Administration (“FDA”) at the Company’s Boston, Massachusetts manufacturing facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment.

On March 28, 2025, the derivative lawsuit was voluntarily dismissed by the plaintiff.

On December 21, 2023, Fortis Advisors, LLC (representative of the security holders of ACell, Inc.

(“ACell”)) filed for arbitration against Integra Life Sciences claiming breach of contract related to the earnout consideration from the 2021 acquisition of ACell.

Refer to the contingent consideration section of this footnote for additional information on the ACell contingent considerations.

(“ACell”)) filed for arbitration against Integra LifeSciences before the Court of International Arbitration of the International Chamber of Commerce claiming breach of contract related to the earnout consideration from the 2021 acquisition of ACell.

Refer to the “Contingent Consideration” subheading of this Note for additional information on the ACell contingent consideration.

The Company believes that it has strong defenses to the allegations in the arbitration and intends to defend the matter vigorously.

2 unchanged sentences

23-cv-20321 (D.N.J.), was filed by a purported stockholder of the Company in the United States District Court for the District of New Jersey (the “Pembroke Litigation”) against the Company and certain of the Company’s current and former executive officers.

The Pembroke Litigation, filed on behalf of a putative class of stockholders who purchased or acquired the Company’s common stock between March 11, 2019 and May 22, 2023, inclusive, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, on the basis of purportedly materially false and misleading statements and omissions relating to certain quality systems issues identified by the U.S.

Food and Drug Administration at the Company’s Boston, Massachusetts manufacturing facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment.

The complaint seeks, among other things, compensatory damages, attorneys’ fees, expert fees, and other costs.

The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, and intends to defend the matter vigorously.

On March 17, 2021, a complaint was filed against the Company in the Court of Common Pleas of Philadelphia County in Pennsylvania asserting product liability claims relating to a surgical procedure in which the Company’s CUSA® Clarity allegedly was used.

The plaintiff seeks damages against the Company based upon plaintiff’s claim that the CUSA® Clarity did not function as intended.

The plaintiff also asserts separate claims against the surgeon and the hospital.

In the third quarter of 2024, a settlement was reached, which has since been paid by the Company’s insurance carriers.

Contingent Consideration

The Company determined the fair value of contingent consideration during the three month period ended March 31, 2025 and March 31, 2024 to reflect the change in estimate, additions, payments, transfers and the time value of money during each period.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Contingent Consideration

The Company determined the fair value of contingent consideration during the nine month period ended September 30, 2024 and September 30, 2023 to reflect the change in estimate, additions, payments, transfers and the time value of money during each period.

A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the nine months ended September 30, 2024 and September 30, 2023 is as follows (in thousands):

Nine Months Ended September 30, 2024 Contingent Consideration Liability Related to Acquisition of:

Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates (SIA), Inc.

Location in Financial Statements

A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the three months ended March 31, 2025 and March 31, 2024 is as follows (in thousands):

Three Months Ended March 31, 2025 Contingent Consideration Liability Related to Acquisition of:

Derma Sciences (2)

Surgical Innovations Associates (SIA), Inc.

Balance as of January 1, 2025

1 unchanged sentence

Payment ( 5,000 ) — — —

Change in fair value of contingent consideration liabilities ( 3,019 ) Research and development 137 — 3,100 Selling, general and administrative

Balance as of September 30, 2024 12,736 2,694 300 59,400

Short-Term $ 8,320 $ — $ — $ 19,600 Accrued expenses and other current liabilities

Change in fair value of contingent consideration liabilities ( 812 ) 50 — 600

Balance, March 31, 2025 7,156 2,736 3 54,600

Short-Term - Accrued expenses and other liabilities $ 3,598 $ — $ — $ 35,000

Long-Term - Other liabilities 3,558 2,736 3 19,600

Total 7,156 2,736 3 54,600

Nine Months Ended September 30, 2023 Contingent Consideration Liability Related to Acquisition of:

Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates (SIA), Inc.

Location in Financial Statements

Three Months Ended March 31, 2024 Contingent Consideration Liability Related to Acquisition of:

Derma Sciences (2)

Surgical Innovations Associates (SIA), Inc.

Balance as of January 1, 2024

$ 15,755 $ 2,557 $ 300 $ 68,700

Change in fair value of contingent consideration liabilities 1,991 Research and development 1,887 ( 2,200 ) 6,600 Selling, general and administrative

Balance as of September 30, 2023

Change in fair value of contingent consideration liabilities ( 83 ) 39 — 500

Balance as of March 31, 2024

$ 15,672 $ 2,596 $ 300 $ 69,200

Short-Term $ 4,373 $ — $ 503 $ 13,000 Accrued expenses and other current liabilities

Short-Term - Accrued expenses and other liabilities $ 7,562 $ — $ — $ 29,300

Long-Term - Other liabilities 8,110 2,596 300 39,900

Total 15,672 2,596 300 69,200

(1) Location in financial statements:

Research and development

(2) Location in financial statements:

Selling, general and administrative

Arkis BioSciences Inc.

3 unchanged sentences

The Company estimated the fair value of the contingent consideration to be $ 13.1 million at the acquisition date.

In the first quarter of 2025, the Company paid out a development milestone related to design verification procedures for $ 5.0 million.

Derma Sciences, Inc.

8 unchanged sentences

As part of the acquisition of ACell, the Company is required to make payments to the former shareholders of ACell up to $ 100 million in total for years 2022, 2023, and 2025 based on the achievement by the Company of certain revenue-based performance milestones.

The Company estimated the fair value of the contingent consideration to be $ 23.9 million at the acquisition date.

The 2022 and 2023 milestones were not achieved, leaving only one contingent milestone remaining.

The Company used iterations of the Monte Carlo simulation to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specific milestone.

The Company estimated the fair value of the contingent consideration to be $ 23.9 million at the acquisition date.

Surgical Innovations Associates, Inc.

1 unchanged sentence

(“SIA”), the Company is required to pay to the former shareholders of SIA up to $ 90.0 million for two separate payments, which are dependent on (1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $ 50.0 million in additional payments), as well as (2) the approval by the FDA of the pre-market approval ("PMA") application for DuraSorb for certain uses by certain timing targets (up to $ 40.0 million in additional payments).

The Company estimated the fair value of the contingent consideration for the revenue based milestone to be $ 32.6 million at the acquisition date and $ 25.0 million for the PMA approval milestone at the acquisition date.

In the second quarter of 2024, the Company paid out $ 12.4 million related to the 2023 performance year.

1 unchanged sentence

The Company used probabilities of achieving the conditions to calculate the fair value of the contingent consideration for the PMA approval milestone.

Other Commitments

In October 2024, the Company entered into a definitive agreement to acquire a manufacturing facility in Plainsboro, New Jersey for $ 10 million in cash at closing.

The manufacturing facility is currently leased by the Company.

The transaction is expected to close in the first quarter of 2025.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

FAIR VALUE MEASUREMENTS

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs.

ASC 820 establishes a three-level hierarchy of the inputs (i.e., assumptions that market participants would use in pricing an asset or liability) used to measure fair value, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable inputs in measuring fair value.

The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the entire fair value measurement.

The three levels of the valuation hierarchy are defined as follows:

Inputs to the valuation methodology are quoted prices in active markets for identical assets or liabilities.

Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

inputs other than quoted prices that are observable for the asset or liability;

and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Inputs to the valuation methodology are unobservable inputs that are supported by little or no market activity and are based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company has investments in time deposits that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, as well as certain debt obligations that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

The investments in time deposits are classified as cash and cash equivalents and short-term investments on the consolidated balance sheets which is determined based on maturities at the time of purchase and re-evaluated at each balance sheet date.

The Company also has investments in derivative instruments, which are comprised of interest rate swaps, cross currency swaps, net investment hedges, and forward foreign currency contracts that are classified within Level 2 of the fair value hierarchy because they are valued using analyses obtained from independent third-party valuation specialists based on market observable inputs.

The fair values of these derivative contracts represent the estimated amounts the Company would receive or pay to terminate the contracts.

Refer to Note 7.

Derivative Instruments for further discussion and information on these derivative contracts.

In addition, the Company has contingent consideration liabilities that are classified within Level 3 of the fair value hierarchy because they are measured at fair value using significant unobservable inputs, including management’s forecast of future revenues for the acquired businesses as well as management’s estimates of the likelihood of achieving the other specified criteria.

Refer to Note 16.

Commitments and Contingencies for additional information on these contingent consideration liabilities.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Assets and liabilities measured and recorded at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 consisted of the following:

Dollars in thousands Fair Value

Measurement March 31, 2025 December 31, 2024

Cash and cash equivalents Level 1 $ 239,104 $ 246,375

Short-term investments Level 1 34,191 27,192

Interest rate swaps Level 2 39,905 48,795

Foreign currency forward contracts Level 2 9 —

Foreign currency forward contracts (not designated as hedges) Level 2 1,608 1,700

Total Assets:

$ 314,817 $ 324,062

Cross currency rate swaps Level 2 $ 16,092 $ 4,367

Net investment hedges Level 2 37,179 31,113

Foreign currency forward contracts Level 2 — 914

Contingent consideration Level 3 64,495 69,657

Total Liabilities:

$ 117,766 $ 106,051

A roll forward of the fair value of the contingent consideration liabilities, as determined by Level 3 unobservable inputs, during the three months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31,

Dollars in thousands 2025 2024

Balance at beginning of period $ 69,657 $ 87,312

Change in fair value ( 162 ) 456

Payments ( 5,000 ) —

Balance at end of period $ 64,495 $ 87,768

There were no transfers into or out of Level 3 during the three months ended March 31, 2025 and 2024.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company remeasures the fair value of certain assets and liabilities, including property, plant and equipment;

operating lease - right of use assets;

and goodwill and other intangible assets, upon the occurrence of certain events.

The amounts recognized were recorded to remeasure the carrying amount of assets to the assets’ fair values, which were generally estimated, based upon a market participant’s perspective, using Level 3 measurements, including values estimated using the income approach.

Other than the fair value estimates disclosed in Note 2.

Acquisitions and Divestitures , Note 5.

Goodwill and Other Intangible Assets , and Note 10.

Leases and Related Party Leases , there were no non-recurring fair value measurements during the three months ended March 31, 2025 and 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements