What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-05 · 320 added, 265 removed, 867 unchanged (40% of the section changed)

4 unchanged sentences

(Dollars in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Total revenue, net $ 415,605 $ 418,175 $ 798,258 $ 787,047

4 unchanged sentences

Intangible asset amortization 3,754 3,707 7,458 13,814

Goodwill impairment charge 511,365 — 511,365 —

Total costs and expenses 928,279 421,204 1,326,429 786,112

2 unchanged sentences

Interest expense ( 21,042 ) ( 18,651 ) ( 39,857 ) ( 32,275 )

Other expense, net ( 144 ) ( 610 )

Other (expense) income, net ( 1,946 ) 1,437 ( 2,090 ) 827

Loss before income taxes ( 530,952 ) ( 15,185 ) ( 560,988 ) ( 20,415 )

5 unchanged sentences

Basic and diluted 76,695 77,409 76,579 77,572

Comprehensive (loss) income (See Note 14)

Comprehensive loss (See Note 14)

( 490,874 ) ( 20,482 ) ( 512,702 ) $ ( 19,303 )

3 unchanged sentences

(Dollars in thousands, except per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

38 unchanged sentences

240,000 authorized shares;

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

92,337 and 91,610 issued at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,328,130 1,323,431

Treasury stock, at cost;

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

14,416 shares and 14,445 shares at June 30, 2025 and December 31, 2024, respectively

( 690,034 ) ( 691,411 )

7 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

OPERATING ACTIVITIES:

Net loss $ ( 509,366 ) $ ( 15,683 )

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 74,880 67,343

17 unchanged sentences

Purchases of property and equipment ( 49,066 ) ( 45,172 )

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

Purchases of short term investments ( 8,502 ) ( 48,997 )

3 unchanged sentences

Payments on debt ( 31,131 ) ( 105,644 )

Payment of debt issuance costs ( 3,855 ) —

Purchases of treasury stock ( 221 ) ( 50,000 )

Payments for contingent considerations ( 16,451 ) ( 11,923 )

10 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

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

2 unchanged sentences

Net loss — — — — — — ( 25,293 ) ( 25,293 )

Other comprehensive income (loss), net of tax — — — — — 3,465 — 3,465

Other comprehensive income, net of tax — — — — — 3,465 — 3,465

Issuance of common stock through employee stock purchase plan 44 — — — 957 — — 957

2 unchanged sentences

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

Three Months Ended March 31, 2024

Net loss — — — — — — ( 484,073 ) ( 484,073 )

Other comprehensive loss, net of tax — — — — — ( 6,801 ) — ( 6,801 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 201 2 8 345 ( 571 ) — — ( 224 )

Share-based compensation — — — — 5,341 — — 5,341

Other Adjustments — $ — — — 279 $ — $ — 279

Balance, June 30, 2025 92,337 $ 923 ( 14,416 ) $ ( 690,034 ) $ 1,328,130 $ ( 30,907 ) $ 430,549 $ 1,038,661

Six Months Ended June 30, 2024

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

1 unchanged sentence

Balance, January 1, 2024 90,920 $ 909 ( 12,751 ) $ ( 647,262 ) $ 1,302,484 $ ( 15,106 ) $ 946,859 $ 1,587,884

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

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

4 unchanged sentences

Balance, March 31, 2024 91,484 $ 915 ( 12,735 ) $ ( 646,422 ) $ 1,310,527 $ ( 10,646 ) $ 943,578 $ 1,597,952

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

Net income — — — — — — ( 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

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

3 unchanged sentences

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 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.

In the opinion of management, the June 30, 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-month period ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire year.

Operating results for the three and six-month period ended June 30, 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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

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 on a prospective basis.

1 unchanged sentence

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 (“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.

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

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.

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

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.

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 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.

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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.

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 $ 217.9 million and $ 246.4 million at June 30, 2025 and December 31, 2024, respectively.

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 $ 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, totaling approximately $ 34.2 million at March 31, 2025 compared to $ 27.2 million at December 31, 2024.

The Company had short term investments, primarily consisting of time deposits with original maturities between three months and one year, totaling approximately $ 35.7 million and $ 27.2 million at June 30, 2025 and December 31, 2024, respectively.

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

1 unchanged sentence

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.

Our global operations are subject to risks associated with international trade policies, and we continue to closely monitor developments in trade relations and policy, including proposed and enacted tariffs.

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.

and the reciprocal measures enacted by China will have a significant adverse impact on the Company’s future costs of revenue, which will impact its results of operations.

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

1 unchanged sentence

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.

Compliance with the financial covenants contained in the Seventh Amended and Restated Credit Agreement (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)

In response to the risks and uncertainties surrounding the Company’s future results of operations due to tariffs, the Company has taken actions to maintain compliance with its financial covenants by reducing expenses and entering into an amendment to the Senior Credit Facility in June 2025 (the “June 2025 Amendment”) to modify its financial covenants from the date of the amendment through the fiscal quarter ending December 31, 2026.

As of June 30, 2025, the Company was in compliance with the financial covenants in the Senior Credit Facility and expects to remain in compliance over the next twelve months.

Employee termination benefits

7 unchanged sentences

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,

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

The Company incurred employee termination costs on restructuring activities in the consolidated statement of operations for the six months ended June 30, 2025 and 2024.

Six Months Ended June 30,

(Dollars in thousands) 2025 2024

5 unchanged sentences

Balance, end of the period $ 8,302 $ 366

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

ACQUISITIONS AND DIVESTITURES

2 unchanged sentences

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.

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 FASB Topic 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.

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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 $ 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

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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:

The following table summarizes the changes in the contract asset and liability balances for the six months ended June 30, 2025:

Dollars in thousands Total

1 unchanged sentence

Contract asset, January 1, 2025

Transferred to trade receivable from contract asset included in beginning of the year contract asset $ ( 6,146 )

Transferred to trade receivables from contract asset included in beginning of the year contract asset $ ( 6,146 )

Contract asset, net of transferred to trade receivables on contracts during the period $ 3,491

Contract asset, March 31, 2025

Contract asset, June 30, 2025

Contract Liability

3 unchanged sentences

Foreign currency translation $ 132

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.

Contract liability, June 30, 2025

At June 30, 2025, the short-term portion of the contract liability of $ 11.1 million and the long-term portion of $ 11.0 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheet.

As of June 30, 2025, the Company is expected to recognize revenue of approximately 50 % of unsatisfied or partially unsatisfied performance obligations as revenue within 12 months, with the remaining balance to be recognized thereafter.

Shipping and Handling Fees

13 unchanged sentences

Disaggregated Revenue

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

The following table presents revenues disaggregated by the major sources of revenues for the three and six months ended June 30, 2025 and 2024 (dollar amounts in thousands):

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Neurosurgery $ 208,992 $ 205,502 $ 399,904 $ 407,770

Instruments 53,080 54,537 104,030 98,910

ENT 41,886 41,722 80,688 51,515

Total Codman Specialty Surgical 303,958 301,761 584,622 558,195

3 unchanged sentences

Total revenue $ 415,605 $ 418,175 $ 798,258 $ 787,047

(1) Prior period revenues included within our instruments business have been reclassified under the ENT business.

Segment and Geographic Information , for details of revenues based on the location of the customer.

Inventories, net consisted of the following:

Dollars in thousands March 31, 2025 December 31, 2024

Dollars in thousands June 30, 2025 December 31, 2024

Finished goods $ 235,802 $ 223,729

3 unchanged sentences

GOODWILL AND OTHER INTANGIBLE ASSETS

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

Changes in the carrying amount of goodwill for the six-month period ended June 30, 2025 were as follows:

Dollars in thousands Codman Specialty

1 unchanged sentence

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

Impairment ( 388,106 ) ( 123,259 ) ( 511,365 )

Foreign currency translation 17,254 13,586 30,840

Goodwill at March 31, 2025

Goodwill at June 30, 2025

$ 344,878 $ 271,549 $ 616,427

2 unchanged sentences

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.

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

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

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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 earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.

Estimates and assumptions used in the income

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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.

before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.

Estimates and assumptions used in the income 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.

2 unchanged sentences

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

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 second quarter of 2025 the Company performed a quantitative assessment of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units in accordance with ASC 350 due to the decrease in the price per share of the Company’s common stock related to a number of factors including recent tariff changes that have created broad economic uncertainty and the impact of quality, operational, and supply issues.

The Company recognized an aggregate charge of $ 511.4 million in goodwill impairment expense in the consolidated statement of operations.

The quantitative test for the Tissue Technologies reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 13.5 % in the income approach.

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 21.2 % headroom.

The Company determined, after performing the quantitative analysis, that the fair value of the Tissue Technologies reporting unit was less than its carrying amount and recognized an impairment of $ 123.3 million.

The quantitative test for the Neurosurgery reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 13.5 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Neurosurgery reporting unit was not less than its carrying amount, with 11.7 % headroom.

The Company determined, after performing the quantitative analysis, that the fair value of the Neurosurgery reporting unit was less than its carrying amount and recognized an impairment of $ 249.0 million.

The quantitative test for the Instruments and ENT reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 12.0 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Instruments and ENT reporting unit was not less than its carrying amount, with 22.1 % headroom.

Based on the results of these quantitative tests, the Company recorded no impairment of goodwill for Tissue Technologies, Neurosurgery, or Instruments and ENT reporting units.

The Company performed a hypothetical sensitivity analysis of the fair value for each reporting unit by increasing the discount rate by 50 basis points, decreasing the terminal growth rate by 50 basis points, and holding all other assumptions constant, which resulted in a decrease to the estimated fair value of the Tissue Technology reporting unit by 4.5 %, a decrease to the estimated fair value of the Neurosurgery reporting unit by 3.8 %, and a decrease to the estimated fair value of the Instruments and ENT reporting unit by 3.5 %.

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

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.

The Company determined, after performing the quantitative analysis, that the fair value of the Instruments and ENT reporting unit was less than its carrying amount and recognized an impairment of $ 139.1 million.

The Company did not recognize any goodwill impairment charges during 2024.

Other Intangible Assets

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

March 31, 2025

June 30, 2025

Dollars in thousands Weighted

8 unchanged sentences

$ 1,992,183 $ ( 804,103 ) $ 1,188,080

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

December 31, 2024

9 unchanged sentences

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

Intangible Assets with Indefinite Lives

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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.

During the second quarter of 2025 the Company performed a quantitative assessment of its Codman tradename intangible asset in accordance with ASC 350 due to the decrease in the price per share of the Company’s common stock related to a number of factors including recent tariff changes that have created broad economic uncertainty and the impact of quality, operational, and supply issues.

In performing this test, the Company utilized a discount rate of 14.5 %.

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.

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.

The Company did not recognize any impairment charges on its intangible assets with indefinite lives during 2024.

Intangible Assets with Definite Lives

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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.

Total amortization of intangible assets for the three and six months ended June 30, 2025 was $ 26.8 million and $ 53.3 million, respectively.

Of this amount, $ 23.0 million and $ 45.8 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold.

Total amortization of intangible assets for the three and six months ended June 30, 2024 was $ 25.4 million and $ 53.1 million, respectively.

Of this amount, $ 21.7 million and $ 39.3 million, respectively, 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.

Based on quarter-end exchange rates, amortization expense (including amounts reported in cost of goods sold) is expected to be approximately $ 53.7 million for the remainder of 2025, $ 107.2 million in 2026, $ 106.2 million in 2027, $ 102.6 million in 2028, $ 97.3 million in 2029, $ 91.3 million in 2030 and $ 445.8 million thereafter.

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 .

The Company recorded an impairment charge related to the definite-lived intangible asset associated with the customer relationships of $ 7.1 million in intangible asset amortization in the consolidated statement of operations.

2 unchanged sentences

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 $ 31.0 million and $ 23.3 million, respectively, as of March 31, 2025.

The carrying values of SurgiMend and PriMatrix are $ 29.2 million and $ 22.2 million, respectively, as of June 30, 2025.

Potential Impact of Risks and Uncertainties on Management’s Estimates

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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.

President Trump has 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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 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.

The Company continues to have the aggregate principal amount of up to approximately $ 2.1 billion available to it through the following facilities:

(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 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.

Concurrent with the Durepair acquisition (see Note 2.

Acquisitions and Divestitures), in accordance with the terms of the March 2023 Amendment, the Company elected to increase the maximum Consolidated Total Leverage Ratio to 5.00 from the fiscal quarter ending December 31, 2024 through the fiscal quarter ending September 30, 2025.

Amendment to the Seventh Amended and Restated Credit Agreement

On June 6, 2025, the Company entered into the June 2025 Amendment of the Senior Credit Facility with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent.

The June 2025 Amendment does not increase the Company’s total indebtedness or extend the maturity date of the Senior Credit Facility.

Under the terms of the June 2025 Amendment, 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 Senior Credit Facility) less cash that is not subject to any restriction on the use or investment thereof to (b) Consolidated EBITDA (as defined by the Senior Credit Facility)) for the period of four consecutive fiscal quarters ending on such date was modified to the following:

Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio

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

December 31, 2025 through June 30, 2026 4.25 to 1.00

September 30, 2026 and the last day of each fiscal quarter thereafter 4.00 to 1.00

Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at a rate equal to the following:

Term SOFR in effect from time to time plus 0.10 % plus the applicable rate (ranging from 1.00 % to 1.75 %), or

June 30, 2025 through June 30, 2026 5.00 to 1.00

September 30, 2026 4.75 to 1.00

December 31, 2026 4.50 to 1.00

March 31, 2027 and the last day of each fiscal quarter thereafter 4.00 to 1.00

In addition to the foregoing, from the date of the June 2025 Amendment through the fiscal quarter ending December 31, 2026 (the “Covenant Relief Period”), the Amendment, among other things, also:

(i) temporarily establishes, during the Covenant Relief Period, a revised applicable rate schedule;

(ii) temporarily limits, during the Covenant Relief Period, the Company’s ability to make certain investments;

(iii) temporarily restricts, during the Covenant Relief Period, the Company’s ability to incur incremental indebtedness under the Credit Agreement, create certain liens, make certain restricted payments and incur or guarantee indebtedness of excluded subsidiaries;

and (iv) temporarily prohibits, during the Covenant Relief Period, the Company from selling, transferring or exclusively licensing material intellectual property to a subsidiary of the Company that is not a loan party under the Credit Agreement or designating any subsidiary that owns or exclusively licenses any material intellectual property as an excluded subsidiary under the Credit Agreement.

Borrowings under the Senior Credit Facility bear interest under the applicable rate schedule, at the Company’s option, at a rate equal to the following:

Term SOFR in effect from time to time plus 0.10 % plus the applicable rate (ranging from 1.00 % to 2.13 % during the Covenant Relief Period and from 1.00 % to 1.75 % thereafter) or

The highest of:

2 unchanged sentences

the one-month Term SOFR plus 1.00 %.

The applicable rates are based on the Company’s Consolidated Total Leverage Ratio 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 0.33 % during the Covenant Relief Period and from 0.15 % to 0.30 % thereafter), 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.

In connection with the June 2025 Amendment, the Company incurred $ 3.9 million in fees to creditors and third parties.

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

The Senior Credit Facility 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.

The Company continues to have the aggregate principal amount of up to approximately $ 2.1 billion available to it through the following facilities:

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

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.

The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S.

subsidiaries, excluding intangible assets.

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 Senior Credit Facility is subject to various financial and negative covenants and, at June 30, 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 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.

At June 30, 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 June 30, 2025 and December 31, 2024, there was $ 745.9 million and $ 760.5 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 6.3 % and 6.0 %, respectively.

As of June 30, 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 component and revolving credit facility component of the Senior Credit Facility at June 30, 2025 was $ 740.2 million, and $ 411.5 million, respectively.

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

1 unchanged sentence

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 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.

Letters of credit outstanding as of June 30, 2025 and December 31, 2024 to taled $ 1.7 million.

There were no amounts drawn under the letters of credit outstanding as of June 30, 2025.

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

As of March 31, 2025

Principal Repayment

As of June 30, 2025 Principal Repayment

Dollars in thousands

1 unchanged sentence

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 23.4 million for the remainder of 2025, $ 44.9 million in 2026, $ 42.2 million in 2027, and $ 9.2 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.

As the revolving credit facility and Securitization Facility (defined below) can be repaid at any time, no interest has been included in the calculation.

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

As the revolving credit facility component of the Senior Credit Facility and Securitization Facility (defined below) can be repaid at any time, no interest has been included in the calculation.

Any outstanding borrowings on the revolving credit facility component of the Senior Credit Facility are due on March 24, 2028.

3 unchanged sentences

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).

4 unchanged sentences

or (4) if specified corporate transactions occur.

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.

As of June 30, 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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 .

7 unchanged sentences

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

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 .

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

The fair value of the 2025 Notes at June 30, 2025 was $ 569.4 million .

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

1 unchanged sentence

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

In 2018, the Company entered into an accounts receivable securitization facility (the “Securitization Facility”) under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company.

The Company maintains an accounts receivable securitization facility (the “Securitization Facility”) under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company.

Accordingly, the assets of the SPE are not available to satisfy the obligations of the Company or any of its subsidiaries.

3 unchanged sentences

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

As of June 30, 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 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.

At June 30, 2025 and December 31, 2024, the Company had $ 108.8 million and $ 108.1 million, respectively, of outstanding borrowings under its Securitization Facility with an interest rate of 5.4 % applicable to both periods.

The fair value of the outstanding borrowing of the Securitization Facility at June 30, 2025 was $ 106.7 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

Debt Issuance Costs

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

Debt issuance costs associated with the Senior Credit Facility (other than the revolving credit facility component) and the 2025 Notes are presented as a reduction to the carrying value of the related debt.

Debt issuance costs associated with the revolving credit facility component of the Senior Credit Facility are capitalized within other long-term assets on the consolidated balance sheet.

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

The carrying amounts and the estimated fair values of debt as of June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025 December 31, 2024

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

7 unchanged sentences

Total debt $ 1,840,320 $ 1,827,710 $ 1,803,093 $ 1,772,712

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

DERIVATIVE INSTRUMENTS

5 unchanged sentences

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

The Company held the following interest rate swaps as of June 30, 2025 and December 31, 2024 (dollar amounts in thousands):

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

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

11 unchanged sentences

(1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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 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.

For the three and six months ended June 30, 2025, the Company recorded losses of $( 3.4 ) million and $( 10.9 ) million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and six months ended June 30, 2024, the Company recorded gains of $ 5.1 million and $ 19.8 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and six months ended June 30, 2025, the Company recorded gains of $ 1.4 million and of $ 2.9 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

For the three and six months ended June 30, 2024, the Company recorded gains of $ 5.0 million and $ 10.3 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 June 30, 2025 within the next twelve months is $ 17.3 million.

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

1 unchanged sentence

If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the remaining amount of any gain or loss on the related cash flow hedge recorded in AOCI to interest expense at that time.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

Foreign Currency Hedging

19 unchanged sentences

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

The Company held the following cross-currency rate swaps as of June 30, 2025 and December 31, 2024 (dollar amounts in thousands):

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value

5 unchanged sentences

Total $ ( 60,936 ) $ ( 4,367 )

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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 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.

For the three and six months ended June 30, 2025, the Company recorded losses of $( 39.5 ) million and $( 49.5 ) million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2024, the Company recorded gains of $ 0.6 million and $ 30.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2025, the Company recorded losses of $( 40.6 ) million and $( 49.8 ) 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 six months ended June 30, 2024, the Company recorded gains of $ 1.5 million and $ 28.6 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 six months ended June 30, 2025, the Company recorded gains of $ 2.3 million and $ 3.5 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 six months ended June 30, 2024, the Company recorded gains of $ 1.3 million and $ 2.6 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 June 30, 2025 within the next twelve months is $ 5.2 million.

As of June 30, 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

4 unchanged sentences

The new cross-currency swap agreement was designated as a net investment hedge 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 March 31, 2025 and December 31, 2024, respectively (dollar amounts in thousands):

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

On July 25, 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 59.7 million, equivalent to $ 75.0 million, to be designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

The Company held the following cross-currency rate swaps designated as net investment hedges as of June 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value

12 unchanged sentences

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 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.

For the three and six months ended June 30, 2025, the Company recorded losses of $( 55.9 ) million and $( 59.3 ) million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2024, the Company recorded a loss of $( 4.2 ) million and a gain of $ 20.7 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2025, the Company recorded gains of $ 3.1 million and $ 5.7 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 six months ended June 30, 2024, the Company recorded gains of $ 2.5 million and $ 4.7 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 June 30, 2025 within the next twelve months is $ 9.6 million.

Foreign Currency Forward Contracts

3 unchanged sentences

These contracts typically 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.

As of June 30, 2025 the notional amount of foreign currency forward contracts was CHF 14.4 million.

For the three and six months ended June 30, 2025, the Company recorded gains of $ 1.7 million and $ 2.1 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.

For the three and six months ended June 30, 2024, the Company recorded an immaterial loss 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 and six months ended June 30, 2025, the Company recorded losses of $( 0.5 ) million and $( 0.4 ) 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.

For the three and six months ended June 30, 2024, the Company recorded losses of $( 0.1 ) million and $( 0.2 ) 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

On July 30, 2025, the Company entered into forward currency forwards with a notional amount of CHF 6.0 million to mitigate the exchange rate risk of Swiss franc denominated intercompany purchases.

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

Counterparty Credit Risk

6 unchanged sentences

The Company performs ongoing assessments of counterparty credit risk.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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 March 31, 2025 and December 31, 2024:

The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:

Fair Value as of

Location on Balance Sheet (1) :

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Dollars in thousands

29 unchanged sentences

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 months ended March 31, 2025 and 2024:

Dollars in thousands Balance in AOCI

6 unchanged sentences

Statements of

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Cash Flow Hedges

5 unchanged sentences

$ ( 10,927 ) $ ( 97,134 ) $ ( 34,078 ) $ ( 73,983 )

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Cash Flow Hedges

5 unchanged sentences

$ 12,057 $ 1,449 $ 7,153 $ 6,353

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

Six Months Ended June 30, 2025

Cash Flow Hedges

Interest rate swap $ 48,794 $ ( 10,883 ) $ 2,860 $ 35,051 Interest expense

Cross-currency swap ( 11,621 ) ( 49,537 ) ( 46,391 ) ( 14,767 ) Other income (expense), net

Foreign currency forward contract ( 624 ) 2,103 ( 427 ) 1,906 Cost of sales

Net Investment Hedges

Cross-currency swap ( 31,130 ) ( 59,311 ) 5,732 ( 96,173 ) Interest income

$ 5,419 $ ( 117,628 ) $ ( 38,226 ) $ ( 73,983 )

Six Months Ended June 30, 2024

Cash Flow Hedges

Interest rate swap $ 43,556 $ 19,811 $ 10,251 $ 53,116 Interest expense

Cross-currency swap ( 15,763 ) 30,130 31,234 ( 16,867 ) Other income (expense), net

Foreign currency forward contract — $ ( 633 ) $ ( 203 ) ( 430 )

Net Investment Hedges

Cross-currency swap ( 45,498 ) 20,687 4,655 ( 29,466 ) Interest income

$ ( 17,705 ) $ 69,995 $ 45,937 $ 6,353

Derivative Instruments not Designated Hedges:

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.

From time to time, the Company enters 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.

As of June 30, 2025, the notional amounts totaled CNH 120.0 million, equivalent to $ 16.6 million.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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.

1 unchanged sentence

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 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 March 31,

The Company subsequently paid down a portion of this swap, bringing the notional amount down to JPY 400.0 million, equivalent to 3.6 million as of June 30, 2025.

The fair value of the foreign currency swaps not designated as hedges was $ 0.7 million and $ 1.7 million as of June 30, 2025 and December 31, 2024, respectively.

The following table summarizes the gains and losses 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 June 30, Six Months Ended June 30,

2025 2024 2025 2024

Foreign currency forward contracts ( 1,869 ) — ( 1,695 ) —

1 unchanged sentence

Total $ ( 2,020 ) $ 135 $ ( 1,677 ) $ 408

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

STOCK-BASED COMPENSATION

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”).

As of June 30, 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 March 31, 2025, there were approximately $ 4.6 million of total unrecognized compensation costs related to unvested stock options.

As of June 30, 2025, there were approximately $ 3.6 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 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.

There were 395,252 stock options granted during the six months ended June 30, 2025.

For the six months ended June 30, 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 March 31, 2025, there was approximately $ 46.6 million of total unrecognized compensation costs related to these unvested awards.

As of June 30, 2025, there was approximately $ 41.5 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 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 granted 1,009,639 restricted stock awards and 395,781 performance stock awards during the six months ended June 30, 2025.

For the six months ended June 30, 2025, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 21.11 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)

RETIREMENT PLANS

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.

Net periodic benefit costs for the Company’s defined benefit pension plans for the three and six months ended June 30, 2025 were $ 0.4 million and $ 0.7 million.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 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 and six months ended June 30, 2024 were $ 0.4 million and $ 0.9 million.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2024 are included in other income, net in the consolidated statements of operations.

The estimated fair values of plan assets were $ 59.8 million and $ 51.8 million as of June 30, 2025 and December 31, 2024, respectively.

The net plan assets of the pension plans are invested in common trusts as of June 30, 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 $ 6.8 million and $ 6.7 million as of March 31, 2025 and December 31, 2024, respectively.

The fair value of these assets were $ 7.5 million and $ 6.7 million as of June 30, 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 March 31, 2025.

The Company has no finance leases as of June 30, 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.

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.

Total operating lease expense for the six months ended June 30, 2025 and June 30, 2024 was $ 11.9 million and $ 12.8 million, respectively, which includes $ 0.1 million, in related party operating lease expense.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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

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

Dollars in thousands, except lease term and discount rate June 30, 2025 December 31, 2024

ROU assets $ 136,572 $ 144,042

8 unchanged sentences

Leased vehicles 2.7 % 2.8 %

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

Supplemental cash flow information related to leases for the six months ended June 30, 2025 and 2024 were as follows:

Dollars in thousands June 30, 2025 June 30, 2024

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

2 unchanged sentences

Operating leases $ 1,635 $ 68

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:

Future minimum lease payments under operating leases at June 30, 2025 were as follows:

Dollars in thousands Related Parties Third Parties Total

12 unchanged sentences

Long-term lease liabilities 159,273

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

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

TREASURY STOCK

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.

As of June 30, 2025 and December 31, 2024, the company held 14.4 million shares of treasury stock outstanding with a cost of $ 690.0 million and $ 691.4 million, respectively, with a weighted average cost per share of $ 47.86 for both periods.

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.

2 unchanged sentences

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

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

A s of June 30, 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.

1 unchanged sentence

The price and timing of any future purchases under the share repurchase program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price, and such repurchases may be discontinued at any time.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Reported tax rate 8.8 % 18.3 % 9.2 % 23.2 %

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.

The Company’s effective income tax rates for the three months ended June 30, 2025 and 2024 were 8.8 % and 18.3 %, respectively.

For the three months ended June 30, 2025, the Company’s effective tax rate was primarily driven by the goodwill impairment charge, as a portion of the charge is non-deductible for tax, as well as the inclusion of Global Intangible Low Taxed Income (“GILTI”) and additional taxes to meet the global minimum tax in certain foreign jurisdictions;

offset by federal, state, and international tax benefits generated from operating losses in certain jurisdictions.

For the three months ended June 30, 2024, the tax rate is primarily driven by lower book income.

The Company’s effective income tax rates for the six months ended June 30, 2025 and 2024 were 9.2 % and 23.2 %, respectively.

For the six months ended June 30, 2025, the Company’s effective tax rate was primarily driven by the goodwill impairment charge, as a portion of the charge is non-deductible for tax, as well as the inclusion of GILTI and additional taxes to meet the global minimum tax in certain foreign jurisdictions;

offset by federal, state, and international tax benefits generated from operating losses in certain foreign jurisdictions.

For the six months ended June 30, 2024, the tax rate is primarily driven by lower book income and a $ 1.7 million shortfall from stock based compensation.

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.

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”).

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes a number of significant provisions, including the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act.

Additionally, the OBBBA contains changes to the capitalization of research and development expenses, accelerated fixed asset depreciation, and limitations on deductions for interest expense, among other provisions.

The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-Q for the quarter ended September 30, 2025.

Further, legislation in foreign jurisdictions may be enacted, in continued response to the ongoing 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”).

10 unchanged sentences

Basic and diluted net loss per share was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Dollars in thousands, except per share amounts 2025 2024 2025 2024

15 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 1.6 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.

Common stock of approximately 1.5 million and 1.3 million shares at June 30, 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 months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Comprehensive (loss) income for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

Dollars in thousands 2025 2024 2025 2024

6 unchanged sentences

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

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:

Changes in accumulated other comprehensive (loss) income by component between December 31, 2024 and June 30, 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

4 unchanged sentences

Net current-period other comprehensive (loss) gain ( 11,206 ) ( 316 ) 8,186 ( 3,336 )

Balance at March 31, 2025

Balance at June 30, 2025

$ 15,406 $ 3,712 $ ( 50,025 ) $ ( 30,907 )

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.

For the six months ended June 30, 2025, the Company reclassified losses of $( 40.6 ) million and $( 0.3 ) million from AOCI to other income and cost of good sold, respectively.

Additionally, the Company reclassified a gain of $ 6.6 million from AOCI to interest income.

SEGMENT AND GEOGRAPHIC INFORMATION

4 unchanged sentences

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 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 operations consist of such offerings as skin and wound repair, plastics and surgical reconstruction products and nerve and tendon repair products.

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

3 unchanged sentences

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.

Net sales and profit by each reportable segment for the three and six months ended June 30, 2025 and 2024 are as follows:

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

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

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

Total revenue, net $ 303,958 $ 111,647 $ — $ 415,605 $ 584,622 $ 213,636 $ — $ 798,258

1 unchanged sentence

Research and development 7,698 4,334 14,965 26,997 15,643 8,054 28,028 51,725

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

Selling, general & administrative 69,202 38,317 72,371 179,890 138,877 74,805 147,705 361,387

Intangible asset amortization — — 3,754 3,754 — — 7,458 7,458

Goodwill impairment 388,106 123,259 — 511,365 388,106 123,259 — 511,365

Total cost and expenses 567,010 216,678 144,591 928,279 737,407 301,948 287,074 1,326,429

4 unchanged sentences

Loss before income taxes $ ( 530,952 ) $ ( 560,988 )

Three Months Ended March 31, 2024

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

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

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

Total revenue, net $ 301,761 $ 116,414 $ — $ 418,175 $ 558,195 $ 228,852 $ — $ 787,047

1 unchanged sentence

Research and development 7,567 4,451 17,749 29,767 13,332 9,351 34,049 56,732

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

Selling, general & administrative 37,413 33,332 124,727 195,472 91,617 72,665 196,988 361,270

Intangible asset amortization — — 3,707 3,707 — — 13,814 13,814

Goodwill impairment — — — — — — — —

Total cost and expenses 137,620 79,227 204,357 421,204 290,562 160,999 334,551 786,112

8 unchanged sentences

Total revenue by major geographic area consisted of the following:

Three Months Ended March 31,

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

Three Months Ended June 30, Six Months Ended June 30,

Dollars in thousands 2025 2024 2025 2024

4 unchanged sentences

Total Revenues $ 415,605 $ 418,175 $ 798,258 $ 787,047

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.

8 unchanged sentences

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

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.

On July 1, 2025, the class action complaint was dismissed without prejudice.

The plaintiffs have until August 15, 2025 to file a Second Amended Complaint.

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.

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

On April 1, 2025 the lawsuit was dismissed with prejudice.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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:

On May 13, 2025 and May 16, 2025, derivative lawsuits captioned Leverett v.

Integra LifeSciences Holding Corp.

3:2025-cv-04214 (D.N.J.) and Simpkins v.

Integra LifeSciences Holding Corp.

3:2025-cv-04446 (D.N.J.) were filed in the United States District Court for the District of New Jersey.

The actions purport 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 actions assert 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.

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

Contingent Consideration

The Company determined the fair value of contingent consideration during the six month period ended June 30, 2025 and June 30, 2024 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 six months ended June 30, 2025 and June 30, 2024 is as follows (in thousands):

Six Months Ended June 30, 2025 Contingent Consideration Liability Related to Acquisition of:

Derma Sciences (2)

4 unchanged sentences

Change in fair value of contingent consideration liabilities ( 627 ) ( 1,451 ) — 1,875 ( 203 )

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

Balance as of June 30, 2025

7,341 1,235 3 37,800 46,379

Short-Term - Accrued expenses and other liabilities $ 3,579 $ — $ — $ 17,700 $ 21,279

1 unchanged sentence

Total 7,341 1,235 3 37,800 46,379

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

Six Months Ended June 30, 2024 Contingent Consideration Liability Related to Acquisition of:

Derma Sciences (2)

2 unchanged sentences

$ 15,755 $ 2,557 $ 300 $ 68,700 87,312

Payment ( 12,400 ) ( 12,400 )

Change in fair value of contingent consideration liabilities ( 934 ) 75 — 3,200 2,341

Balance as of March 31, 2024

Balance as of June 30, 2024

$ 14,821 $ 2,632 $ 300 $ 59,500 77,253

2 unchanged sentences

Total 14,821 2,632 300 59,500 77,253

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

(1) Location in financial statements:

15 unchanged sentences

The potential maximum undiscounted payment amounts to $ 3.0 million.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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.

7 unchanged sentences

In the second quarter of 2025, the Company paid out $ 18.1 million related to the 2024 performance year.

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

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

3 unchanged sentences

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.

FASB Topic 820, Fair Value Measurement (“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.

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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:

Assets and liabilities measured and recorded at fair value on a recurring basis as of June 30, 2025 and March 31, 2024 consisted of the following:

Dollars in thousands Fair Value

Measurement March 31, 2025 December 31, 2024

Measurement June 30, 2025 December 31, 2024

Cash and cash equivalents Level 1 $ 217,914 $ 246,375

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$ 203,469 $ 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.

There were no transfers into or out of Level 3 during the three and six months ended June 30, 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 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.

2 unchanged sentences

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.

Leases and Related Party Leases , there were no non-recurring fair value measurements during the three and six months ended June 30, 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