What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-25 · 463 added, 505 removed, 1616 unchanged (37% of the section changed)

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Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Acquisition of Acclarent, Inc.

The acquisition of Acclarent was completed on April 1, 2024.

In accordance with the SEC Staff’s interpretative guidance for newly acquired businesses, we are permitted to exclude Acclarent from our assessment of internal control over financial reporting for up to one year from the acquisition date.

Total assets and total revenues of Acclarent, a wholly-owned subsidiary, excluded from our assessment of internal control over financial reporting represent approximately $82.4 million and $95.0 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

As this acquisition occurred in the second quarter of the year ended December 31, 2024, the scope of our assessment of our internal control over financial reporting does not include Acclarent as of December 31, 2024.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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OTHER INFORMATION

Adoption of Executive Severance Plan

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers).

On February 24, 2026, the Compensation Committee of the Board of Directors of Integra LifeSciences Holdings Corporation (the “Company”) adopted the Integra LifeSciences Executive Separation Pay Plan (the “Executive Severance Plan”).

The Executive Severance Plan provides severance benefits to the Company’s Executive Leadership Team, which includes eligible executives of the Company (each such individual, a “Participant”) upon a Qualifying Termination (as defined in the Executive Severance Plan).

The current Participants include Lea Knight, Executive Vice President and Chief Financial Officer, Robert T.

Davis, Jr., Executive Vice President, President – Tissue Technologies, Michael McBreen, Executive Vice President, President – Codman Specialty Surgical, and Harvinder Singh, Executive Vice President, President – International.

Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Executive Severance Plan.

Severance benefits under the Executive Severance Plan include:

• A cash severance payment equal to twelve (12) Months of Base Pay (the “Severance Payment”) payable over 12 months (the “Separation Period”).

• A pro-rated bonus payment for the calendar year in which the relevant Qualifying Termination occurred in an amount equal to the actual bonus payment which would have been paid to the Participant had such Participant remained in continuous employment through the end of the calendar year of the bonus period and pro-rated based on the number of calendar days the Participant was employed by the Company during the calendar year of the Qualifying Termination, subject to (i) the Participant having remained continuously employed by the Company for a minimum of nine (9) months during the calendar year of the Participant’s Qualifying Termination and (ii) the funding of the Company, individual performance of the Employee and any additional eligibility criteria for such bonus payment.

• For Participants enrolled in Company-sponsored medical, dental and/or vision coverage, payment in an amount equal to the Company’s contribution towards such health coverage, as in effect for similarly situated active employees (as applicable, based on the Participant’s enrollment status and covered dependents, if any) covering a period through the earlier of (x) the end of the Separation Period, or (y) the date the Participant becomes eligible for group medical care coverage through other employment benefits for them and their eligible dependents through the continuation of coverage provisions.

• Eligibility for outplacement services during the Separation Period.

The Severance Payment will be paid in substantially equal installments during the Separation Period.

The Executive Severance Plan provides that none of a termination of employment for unsatisfactory job performance, voluntary resignation or retirement, termination due to death, or disability, termination in connection with a divestiture where continued employment is offered, or certain other terminations or separations as set forth in the Executive Severance Plan will be considered a Qualifying Termination under the terms of the Executive Severance Plan.

Payment of benefits under the Executive Severance Plan is subject to:

(i) the execution and non-revocation of a general release of claims, (ii) compliance with applicable post-employment restrictive covenants, (iii) applicable tax withholdings, and (iv) clawback in the event of a violation of the general release of claims.

This summary of the Executive Severance Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Executive Severance Plan filed as Exhibit 10.12 hereto and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2025, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Principal Accountant Fees and Services is incorporated herein by reference to the Company’s definitive proxy statement for its Annual Meeting of Stockholders scheduled to be held on May 7, 2026, which definitive proxy statement is expected to be filed with the Commission not later than 120 days after the end of the fiscal year to which this report relates.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

EXHIBITS AND FINANCIAL STATEMENTS

(a) Documents filed as a part of this report:

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10.2(b)* First Amendment to Employee Stock Purchase Plan, dated October 26, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2005)

10.3(a)* Second Amended and Restated 2003 Equity Incentive Plan effective May 19, 2010 (Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed May 21, 2010)

10.3(b)* Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective May 17, 2012 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)

10.3(c)* Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective January 1, 2013 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)

10.3(d)* Third Amended and Restated 2003 Equity Incentive Plan effective May 22, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2015)

10.3(e)* Fourth Amended and Restated 2003 Equity Incentive Plan, effective May 23, 2017 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2017)

10.3(f)* Amendment to the Integra LifeSciences Holdings Corporation Fourth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020)

10.3(g)* Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2021)

10.3(h)* Amendment No.

10.3(a)* Fourth Amended and Restated 2003 Equity Incentive Plan, effective May 23, 2017 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 25, 2017)

10.3(b)* Amendment to the Integra LifeSciences Holdings Corporation Fourth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020)

10.3(c)* Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 18, 2021)

10.3(d)* Amendment No.

1 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2024)

10.3(e)* Amendment No.

2 to the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 13, 2025)

10.3(f)*+ Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Award Agreement – 2026

10.3(g)*+ Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Performance Stock Unit Award Agreement – 2026

10.3(h)*+ Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Award Agreement – Directors

10.3(i)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Award Agreement – Directors (Incorporated by reference to Exhibit 10.3(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022)

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10.3(o)* Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Non-Qualified Stock Option Award Agreement – CEO (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

10.3(p)*+ Form of Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan Restricted Stock Unit Award Agreement – OUS – 2026

10.4* Form of Indemnification Agreement, by and between Integra LifeSciences Holdings Corporation and each of its directors and executive officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 19, 2022)

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10.11(b)* Letter Agreement, dated February 27, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2024)

10.11(c)+* Consulting Agreement, dated November 4, 2024, by and between Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Jan De Witte

10.11(c)* Consulting Agreement, dated November 4, 2024, by and between Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Jan De Witte (Incorporated by reference to Exhibit 10.11(c) to the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

10.12*+ Integra LifeSciences Executive Separation Pay Plan

10.13*+ Integra LifeSciences Holdings Corporation Directors Deferred Compensation Plan

10.14(a) Receivables Financing Agreement, dated as of December 21, 2018, by and among Integra Receivables LLC, Integra LifeSciences Sales LLC, as Servicer, PNC Bank, National Association, as Administrative Agent, PNC Capital Markets LLC, as Structuring Agent, and certain lenders and group agents that are parties thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018)

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(Incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed on February 7, 2020)

19.1(a)+ Integra LifeSciences Holdings Corporation Trading in Securities by Company Personnel Policy (as amended February 20, 2025)

19.1(b)+ Integra LifeSciences Holdings Corporation Trading Window Group Policy (as amended February 20, 2025)

10.34 Amendment No.

1, dated June 6, 2025, to that Seventh Amended and Restated Credit Agreement, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank N.A., JPMorgan Chase Bank, N.A., Morgan Stanley MUFG Loan Partners, LLC, PNC Bank, N.A., Truist Bank and Wells Fargo Bank, N.A., as Co-Syndication Agents, and The Bank of Nova Scotia, BMO Harris Bank N.A., BNP Paribas, Capital One, National Association, Citizens Bank, N.A., DNB Bank ASA, New York Branch, Santander Bank, N.A.

and TD Bank, N.A., as Co-Documentation Agents.

(Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 9, 2025).

19.1(a) Integra LifeSciences Holdings Corporation Trading in Securities by Company Personnel Policy (as amended February 20, 2025) (Incorporated by reference to Exhibit 19.1(a) to the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

19.1(b) Integra LifeSciences Holdings Corporation Trading Window Group Policy (as amended February 20, 2025) (Incorporated by reference to Exhibit 19.1(b) to the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2024)

21.1+ Subsidiaries of the Company

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/s/ Stuart M.

Executive Chairman of the Board February 25, 2025

Chairman of the Board February 26, 2026

/s/ Keith Bradley, Ph.D.

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Lo Director February 26, 2026

/s/ Raymond G.

Murphy Director February 25, 2025

/s/ Christian S.

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Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Acclarent, Inc.

(“Acclarent”) from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Acclarent from our audit of internal control over financial reporting.

Acclarent is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately $82.4 million and $95.0 million, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of Acclarent, Inc.

– Valuation of Completed Technology

As described in Notes 2 and 4 to the consolidated financial statements, on April 1, 2024, the Company completed the acquisition of Acclarent, Inc (Acclarent) for a net consideration of $277.8 million.

Of the acquired intangible assets, $202.0 million of completed technology was recorded.

Fair value is estimated by management using the multi-period, excess earnings method of the income approach for completed technology.

Management’s cash flow projections for the intangible assets acquired included significant assumptions relating to revenue growth rates, cost of sales, the discount rate, obsolescence rate, and an assessment of the asset’s life cycle, as well as other factors.

The principal considerations for our determination that performing procedures relating to the valuation of completed technology acquired in the acquisition of Acclarent is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the completed technology acquired;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the completed technology acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the completed technology acquired;

(iii) evaluating the appropriateness of the multi-period, excess earnings method used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period, excess earnings method;

and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, cost of sales, the discount rate and the obsolescence rate.

Evaluating management’s assumption related to the revenue growth rates involved considering (i) the current and past performance of the Acclarent business;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period, excess earnings method and (ii) the reasonableness of the discount rate and obsolescence rate assumptions.

Interim Goodwill Impairment Assessment - Tissue Technologies Reporting Unit

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance was $1,097.0 million as of December 31, 2024, of which $381.2 million relates to the Tissue Technologies reporting unit.

Goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

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

During the first quarter of 2024, management performed a quantitative impairment assessment of its Tissue Technologies reporting unit.

The quantitative test used by management to estimate the fair value of the Tissue Technologies reporting unit uses a combination of both an income approach and a market approach.

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

Significant assumptions made by management include revenue growth rates, cost of sales, terminal growth rates and the discount rate.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment for the Tissue Technologies reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Tissue Technologies reporting unit;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls

relating to management’s goodwill impairment assessment, including controls over valuation of the Tissue Technologies reporting unit.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the reporting unit;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of underlying data used by management in the income and market approaches;

(iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rate, terminal growth rate, and discount rate in the income approach and the comparable publicly-traded companies’ revenue and EBITDA multiples in the market approach.

Evaluating management’s assumptions related to the revenue growth rates and terminal growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate and comparable publicly-traded companies’ revenue and EBITDA multiples assumptions.

Annual Goodwill Impairment Assessment - Tissue Technologies, Neurosurgery, and Instruments and ENT Reporting Units

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Interim Goodwill Impairment Assessments – Tissue Technologies and Neurosurgery Reporting Units

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance was $615.2 million as of December 31, 2025.

Goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter.

Management performed the annual impairment assessment using quantitative tests of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units, using a combination of both an income approach and a market approach to determine the fair value of the reporting units.

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

During the second quarter of 2025, management performed a quantitative assessment of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units, using a combination of both an income approach and a market approach, to determine the fair value of the reporting unit.

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

Significant assumptions made by management include revenue growth rates, cost of sales, terminal growth rates and the discount rate for each reporting unit.

Management determined, after performing the quantitative analysis, that the fair value of the goodwill of the reporting units was not less than the carrying amount.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples for the Tissue Technologies reporting unit and revenue growth rate, cost of sales terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples for the Neurosurgery and Instruments and ENT reporting units;

and (iii) the audit effort involved in the use of professionals with specialized skill and knowledge.

Estimates and assumptions made by management used in the income approach included revenue growth rates, cost of sales, terminal growth rates, and a discount rate for each reporting unit.

Management determined, after performing the quantitative analysis, that the fair value of the reporting units was less than the carrying amount and recognized an aggregate impairment charge of $511.4 million in the second quarter of 2025, a majority of which relates to the Tissue Technologies and Neurosurgery reporting units.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments of the Tissue Technologies and Neurosurgery reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Tissue Technologies and Neurosurgery reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, cost of sales, terminal growth rate, and discount rate used in the income approach and comparable publicly-traded companies’ revenue and EBITDA multiples used in the market approach;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units;

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Tissue Technologies and Neurosurgery reporting units;

(ii) evaluating the appropriateness of the income and market approaches used by management;

(iii) testing the completeness and accuracy of underlying data used by management in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rate, cost of sales, terminal growth rate, discount rate in the income approach and the comparable publicly-traded companies’ revenue and EBITDA multiples in the market approach.

(iii) testing the completeness and accuracy of underlying data used in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, cost of sales, terminal growth rate, and discount rate used in the income approach and comparable publicly-traded companies’ revenue and EBITDA multiples used in the market approach.

Evaluating management’s assumptions related to revenue growth rates and cost of sales involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Tissue Technologies and Neurosurgery reporting units;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the discount rate, the terminal growth rate and comparable publicly-traded companies’ revenue and EBITDA multiples assumptions.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches and (ii) the reasonableness of the terminal growth rate, discount rate, and comparable publicly-traded companies’ revenue and EBITDA multiples assumptions.

/s/ PricewaterhouseCoopers LLP

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CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

Years Ended December 31,

(Dollars in thousands, except per share amounts) Years Ended December 31,

2025 2024 2023

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Intangible asset amortization 14,954 21,290 12,376

Goodwill impairment charge 511,365 — —

Total costs and expenses 2,128,615 1,582,116 1,430,047

Operating income 28,411 111,526 238,920

Operating (loss) income ( 493,370 ) 28,411 111,526

Interest income 18,474 20,040 17,202

Interest expense ( 86,255 ) ( 70,632 ) ( 51,377 )

Gain from sale of businesses — — 644

Other income, net 3,944 3,718 12,007

Other (expense) income, net ( 2,351 ) 3,944 3,718

(Loss) income before income taxes ( 563,502 ) ( 18,237 ) 81,069

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Diluted $ ( 6.74 ) $ ( 0.09 ) $ 0.84

Weighted average common shares outstanding (See Note 13):

Weighted average common shares outstanding ( Note 13.

Net Income Per Share ):

Basic 76,672 77,010 80,089

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

Years Ended December 31,

(Dollars in thousands) Years Ended December 31,

2025 2024 2023

Net (loss) income $ ( 516,474 ) $ ( 6,944 ) $ 67,741

Other comprehensive (loss) income, before tax:

Other comprehensive loss, before tax:

Change in foreign currency translation adjustments ( 7,012 ) ( 15,860 ) ( 20,821 )

Unrealized gain (loss) on derivatives

Unrealized derivative gain (loss) arising during period 62,638 ( 22,071 ) 104,351

Reclassification adjustments for gain (loss) included in net income 53,882 ( 13,423 ) 18,859

Unrealized gain (loss) on derivatives 8,756 ( 8,648 ) 85,492

Unrealized (loss) gain on derivatives

Unrealized derivative (loss) gain arising during period ( 56,054 ) 62,638 ( 22,071 )

Reclassification adjustments for (loss) gain included in net income ( 40,896 ) 53,882 ( 13,423 )

Unrealized (loss) gain on derivatives ( 15,158 ) 8,756 ( 8,648 )

Defined benefit pension plan - net gain (loss) arising during period 1,245 1,557 ( 6,610 )

Total other comprehensive (loss) gain, before tax ( 20,925 ) ( 5,547 ) ( 36,079 )

Income tax (expense) benefit related to items in other comprehensive gain (loss) ( 6,918 ) 10,708 ( 19,694 )

Total other comprehensive gain (loss), net of tax ( 12,465 ) ( 25,371 ) 55,420

Income tax benefit (expense) related to items in other comprehensive gain (loss) 18,419 ( 6,918 ) 10,708

Total other comprehensive (loss) gain, net of tax ( 2,506 ) ( 12,465 ) ( 25,371 )

Comprehensive (loss) income, net of tax $ ( 518,980 ) $ ( 19,409 ) $ 42,370

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CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

(Dollars in thousands, except per share amounts) December 31,

Current assets:

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Current portion of borrowings under senior credit facility $ 38,750 $ 33,906

Short-term borrowings under securitization facility 87,800 —

Current portion of lease liability - operating leases 14,019 14,540

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Contract liabilities 11,463 10,483

Income tax payable 3,651 —

Accrued compensation 74,079 85,617

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Long-term borrowings under securitization facility — 108,100

Long-term convertible securities — 570,255

Lease liability - operating leases 163,059 166,930

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

Years Ended December 31,

(Dollars in thousands) Years Ended December 31,

2025 2024 2023

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Lease incentive 1,299 8,452 —

Loss (Gain) on disposal of property and equipment and construction in-progress 1,496 777 ( 6,813 )

Gain from the sale of businesses — — ( 644 )

Loss on disposal of property and equipment and construction in-progress 490 1,496 777

Change in fair value of contingent consideration and others ( 21,329 ) ( 5,791 ) 12,888

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Purchases of intangible assets ( 14,202 ) ( 9,953 ) —

Proceeds from sale of business — — 23,960

Acquired in-process research and development and intangibles — — ( 4,742 )

Purchases of short-term investments ( 8,502 ) ( 48,997 ) ( 32,694 )

Cash paid for business acquisitions, net of cash acquired ( 277,811 ) — ( 51,509 )

Proceeds from sales of property and equipment — — 11,145

Proceeds from maturities of short-term investments 7,000 54,500 —

Net proceeds on swaps designated as net investment hedges ( 4,129 ) 5,381 4,909

Cash paid for business acquisitions, net of cash acquired — ( 277,811 ) —

Net (payment) proceeds on swaps designated as net investment hedges ( 10,923 ) ( 4,129 ) 5,381

Net cash used in investing activities ( 108,063 ) ( 390,808 ) ( 94,178 )

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Payments on debt ( 94,906 ) ( 187,131 ) ( 110,600 )

Repayments of convertible debt ( 574,983 ) — —

Payment of debt issuance costs ( 4,064 ) — ( 7,879 )

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

Proceeds from exercised stock options 6,398 4,317 5,465

Proceeds from exercise of stock options and employee stock purchase plan 957 6,398 4,317

Cash taxes paid in net equity settlement ( 2,697 ) ( 3,510 ) ( 5,863 )

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(Dollars in thousands)

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

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (loss) Retained Earnings Total Equity

Shares Amount Shares Amount

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

Net income — — — — — — 67,741 67,741

Net loss — — — — — — ( 6,944 ) ( 6,944 )

Other comprehensive loss, net of tax — — — — — ( 12,465 ) — ( 12,465 )

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Share-based compensation — — — — 18,616 — — 18,616

Accelerated shares repurchased — — ( 1,719 ) ( 45,418 ) ( 5,103 ) — — ( 50,521 )

Other Adjustments — — — — 279 — — 279

Balance, December 31, 2025

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SHORT-TERM INVESTMENTS

The Company had short-term investments, which primarily consisted of time deposits with original maturities between three months and one year.

The Company has short-term investments, which primarily consisted of time deposits with original maturities between three months and one year.

The short-term investments, which are valued based on Level 1 measurements in the fair value hierarchy, totaled approximately $ 28.7 million at December 31, 2025 compared to $ 27.2 million at December 31, 2024.

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No such amounts were capitalized at December 31, 2025 or 2024.

Any tariffs paid have been capitalized in inventory and is recognized in our cost of goods sold as those products are sold.

For the years ended December 31, 2025 and 2024, respectively, the Company paid approximately $ 19.9 million and $ 0.5 million of tariffs on imported goods.

Of this amount, $ 6.5 million and $ 0.5 million, respectively, was recognized in cost of goods sold in the consolidated statements of operations.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

PROPERTY, PLANT AND EQUIPMENT

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The cost of computer software developed or obtained for internal use is accounted for in accordance with FASB Topic 350-40, Intangibles - Goodwill and Other - Internal-Use Software (“ASC 350-40”) .

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Property, plant and equipment balances and corresponding lives were as follows:

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The change in the fair value of sales-based payments is based upon future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payment charges.

The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and actual results are likely to differ from the amounts originally recorded.

The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and actual results could differ from the amounts originally recorded.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company determines the fair value of acquired intangible assets based on detailed valuations that use certain information and assumptions provided by management.

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The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In-process research and development (“ IPR&D ”) acquired in connection with the acquisition of a business in accordance with ASC 805 is initially recognized at fair value and characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use.

The Company uses the income approach to determine the fair value of developed technology and IPR&D acquired in a business combination.

This approach determines fair value by estimating the after-tax cash flows attributable to the respective asset over its useful life and then discounting these after-tax cash flows back to a present value.

Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, research and development costs , selling and marketing costs, general and administrative costs, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream.

The Company has not acquired any IPR&D in connection with the acquisition of a business during the years ended December 31, 2025 and 2024 .

Research and development costs incurred after the acquisition are expensed as incurred.

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The Company contributed $ 0.3 million to the Integra Foundation in 2025, which was recorded in selling, general, and administrative expenses.

The Company made no contributions to the Integra Foundation in 2023 and 2022.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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subsidiaries.

Foreign currency transaction net losses of $ 2.3 million, net losses of $ 4.4 million, and net gains of $ 3.3 million are reported in other income, net in the statements of operations, for the year ended December 31, 2024, 2023, and 2022, respectively.

Foreign currency transaction net losses of $ 7.4 million, $ 2.3 million, and $ 4.4 million are reported in other income, net in the statements of operations, for the year ended December 31, 2025, 2024, and 2023, respectively.

Income taxes are accounted for by using the asset and liability method.

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liquidity, including borrowing capacity, to fund foreseeable U.S.

cash needs, including potential repayment of the 2025 Notes, without requiring the repatriation of foreign cash.

cash needs, without requiring the repatriation of foreign cash.

One time or unusual items that may impact the ability or intent to keep the foreign earnings and cash indefinitely reinvested include significant U.S.

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EMPLOYEE TERMINATION BENEFITS

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

As of December 31, 2025, the Company did not have a written severance plan, but had a history of providing consistent benefits for employees in the case of involuntary termination.

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

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

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

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

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

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Defined Benefit Pension Plans

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

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

Various factors are considered in determining the pension liability, including the number of employees expected to be paid their salary levels and years of service, the expected return on plan assets, the discount rate used to determine the benefit obligations, the timing of benefit payments and other actuarial assumptions.

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The key benefit plan assumptions are the discount rate and expected rate of return on plan assets.

The discount rate is based on average rates on bonds that matched the expected cash outflows of the benefit plans.

The discount rate is based on average rates on bonds that match the expected cash outflows of the benefit plans.

The expected rate of return is based on historical and expected returns on the various categories of plan assets.

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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.

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

Refer to Note 10.

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RECENT ACCOUNTING PRONOUNCEMENTS

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

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and, in January 2021, subsequently amended the initial guidance in ASU 2021-01, Reference Rate Reform (Topic 848):

Scope (collectively, “Topic 848”).

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

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

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

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

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

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

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

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

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

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

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

The adoption of this guidance did not have a material impact on the consolidated financial statements.

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

In December 2023, the Financial Accounting Standards Board (“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 retrospectively to all prior periods presented in the financial statements.

The Company does not plan to early adopt and is currently evaluating ASU 2023-09 to determine its impact on the Company’s future 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.

Early adoption is permitted.

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 amendments should be applied on a prospective basis.

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

The Company has adopted ASU 2023-09 for the annual period ended on December 31, 2025 on a prospective basis.

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

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

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

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur:

(i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted as of the beginning of a fiscal year.

The amendment may be applied prospectively, retrospectively, or via a modified prospective transition method.

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

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”), which amends existing guidance to clarify and enhance the hedge accounting guidance in FASB Topic 815 and better align hedge accounting with the economics of an entity’s risk management strategies to enable entities to achieve and maintain hedge accounting for highly effective economic hedges.

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

The amendment may be applied prospectively for all hedging relationships.

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

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants by Business Entities (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure for government grants received by business entities.

This amendment defines a government grant, establishes when and how a grant related to an asset or income is recognized and measured, and includes presentation and disclosure requirements.

This ASU is effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years, with early adoption permitted.

The amendment may be applied using a modified prospective, modified retrospective, or fully retrospective transition method.

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

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.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table outlines cash paid for income tax, net of refunds, by taxing jurisdiction:

Dollars in thousands December 31,

Federal $ 105

Foreign 15,997

Total $ 17,205

From the above adjustments, income taxes paid (net of refunds) exceed the 5% of taxes paid in the following jurisdictions:

Dollars in thousands

Germany $ 2,405

Ireland 2,167

Switzerland 6,104

Total $ 11,572

NON-CASH INVESTING AND FINANCING ACTIVITIES

Property and equipment purchases included in liabilities at December 31, 2025, 2024, and 2023 were $ 7.5 million, $ 12.3 million, and $ 10.0 million, respectively.

Definite-lived intangible asset purchases included in liabilities at December 31, 2024 were $ 32.7 million.

Definite-lived intangible asset purchases included in liabilities at December 31, 2025, and 2024 were $ 19.3 million and $ 32.7 million , respectively.

REVENUES FROM CONTRACTS WITH CUSTOMERS

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contract Assets and Liabilities

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Non-refundable fees received under multiple-period service agreements are recognized as revenue as the Company satisfies the performance obligations to the other party.

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The following table summarized the changes in the contract asset and liability balances for the year ended December 31, 2025:

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Recognition of revenue included in beginning of year contract liability ( 10,151 )

Contract liability, acquired with Acclarent 3,984

Contract liability, net of revenue recognized on contracts during the period 13,361

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Contract liability, December 31, 2025

At December 31, 2024, the short-term portion of the contract liability of $ 10.5 million and the long-term portion of $ 9.2 million is included in current liabilities and other liabilities, respectively, in the consolidated balance sheet.

As of December 31, 2024, the Company is expected to recognize revenue from unsatisfied or partially satisfied performance obligations of approximately $ 10.5 million in 2025, $ 5.1 million in 2026, $ 2.9 million in 2027, $ 0.8 million in 2028, $ 0.2 million in 2029, and $ 0.1 million thereafter.

At December 31, 2025, the short-term portion of the contract liability of $ 11.5 million, representing 50 % of unsatisfied or partially unsatisfied performance obligations, is expected to be recognized as revenue within 12 months and is included in current liabilities in the consolidated balance sheet.

The long-term portion of $ 11.5 million, representing the remaining balance to be recognized thereafter, is included in other liabilities in the consolidated balance sheet.

As of December 31, 2025, the Company is expected to recognize revenue from unsatisfied or partially satisfied performance obligations of approximately $ 11.5 million in 2026, $ 6.9 million in 2027, $ 3.4 million in 2028, $ 0.9 million in 2029 and $ 0.3 million in 2030.

Shipping and Handling Fees

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Product Warranties

Certain of the Company’s medical devices, including monitoring, ENT navigation and neurosurgical systems, are designed to operate over long periods of time.

Certain of the Company’s medical devices, including monitoring systems and neurosurgical systems, are designed to operate over long periods of time.

These products are sold with warranties which may extend for up to two years from the date of purchase.

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Wound Reconstruction and Care 323,488 350,565 373,986

350,565 373,986 406,689

Private Label 111,246 116,326 108,594

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

(3) See Note 4.

Acquisitions and Divestitures for details surrounding the SIA acquisition on December 7, 2022.

(4) See Note 4.

Acquisitions and Divestitures for details surrounding the sale of the Company’s non-core traditional wound care (“TWC”) business on August 31, 2022.

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

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

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

The additional cash payments to be paid in October 2025 and October 2026 were included at their present values in accrued expenses and other current liabilities and other liabilities, respectively, as of December 31, 2024.

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 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 Company made a cash payment of $ 10.0 million upon the closing of the acquisition in October 2024, $ 15.0 million on the first anniversary of the acquisition in October 2025, and will make an additional cash payment of $ 20.0 million upon the second anniversary of the acquisition in October 2026.

The additional cash payment to be made in October 2026 is included at its present value in accrued expenses and other current liabilities as of December 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 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.

Acclarent, Inc.

On April 1, 2024, the Company completed the acquisition of all of the outstanding capital stock of Acclarent, Inc.

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

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

This adjustment has been settled during the three months ending December 31, 2024.

During the quarter ended December 31, 2024, the Company also recognized a measurement period adjustment to recognize deferred tax liabilities of $ 1.1 million with a corresponding increase to goodwill as a result of a change to the estimated deferred tax rate applied and the book-to-tax difference associated with fixed assets acquired.

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

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

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

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

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

The Company recorded revenue from Acclarent of approximately $ 95.0 million, in the consolidated statements of operations and comprehensive income for the year ended December 31, 2024.

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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets Acquired and Liabilities Assumed at Fair Value

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

Pro Forma Results (unaudited)

The Company’s unaudited pro forma revenues for the years ended December 31, 2024 and 2023, giving effect as if Acclarent had been acquired as of January 1, 2023, were $ 1,638.1 million and $ 1,658.0 million, respectively.

The calculation of unaudited pro forma net income for the years ended December 31, 2024 and 2023 is not practicable because of complexities associated with its hypothetical calculation due to the allocation of certain costs to Acclarent from Johnson & Johnson.

The unaudited pro forma revenue is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the acquisition of Acclarent in the current year had been completed on January 1, 2023, nor is it indicative of the results of operations in future periods.

Surgical Innovation Associates, Inc.

On December 6, 2022, the Company completed its acquisition of Surgical Innovation Associates, Inc.

(“SIA”) for an acquisition purchase price of $ 51.5 million (the “SIA Acquisition”) plus contingent consideration of up to $ 90.0 million.

In addition to the purchase price, the acquisition includes two separate contingent consideration payments, which are dependent on (1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $ 50.0 million in additional payments), as well as (2) the approval by the United States Food and Drug Administration (the “FDA”) of the Premarket Approval (“PMA”) application for DuraSorb for certain uses by certain timing targets (up to $ 40.0 million in additional payments).

SIA’s core technology, DuraSorb, is a fully resorbable scaffold of a globally accepted polymer, which is cleared for use in hernia repair, abdominal wall, and other soft tissue reinforcement.

DuraSorb sales are reported within Integra’s Tissue Technologies segment.

Assets Acquired and Liabilities Assumed at Fair Value

The SIA Acquisition has been accounted for using the acquisition method of accounting.

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

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

Dollars in thousands Final Valuation Weighted Average Life

Current assets:

Trade accounts receivable, net 1,551

Inventories, net 2,900

Prepaid expenses and other current assets 1,654

Total current assets $ 10,543

Intangible assets, net 75,000 14 years

Goodwill 41,380

Total assets acquired $ 126,923

Current liabilities:

Accounts payable and accrued expenses $ 2,044

Total current liabilities $ 2,044

Deferred tax liabilities 11,325

Contingent consideration 57,607

Total liabilities assumed 70,976

Net assets acquired $ 55,947

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Developed Technology

The estimated fair value of the developed technology was determined using the multi-period excess earnings method of the income approach, which estimates value based on the present value of future economic benefits.

Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, working capital, and contributory asset charges, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of the asset’s life cycle, and competitive trends impacting the asset and the cash flow stream.

The Company used a discount rate of 18.0 % to arrive at the present value for the acquired intangible assets to reflect the rate of return a market participant would expect to earn and incremental commercial uncertainty in the cash flow projections.

No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change.

For these and other reasons, actual results may vary significantly from estimated results.

The Company allocated goodwill related to the SIA Acquisition to the Tissue Technologies segment.

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce.

A key factor that contributes to the recognition of goodwill, and a driver for the Company’s acquisition of SIA, is the attractive growth opportunities presented by the surgical matrix business in the breast reconstruction market.

Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes.

Contingent Consideration

The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving contingent obligations.

The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined using the using the fair value hierarchy described in ASC 820.

The resulting most likely payouts are discounted using an appropriate effective annual interest rate.

At each reporting date, the contingent consideration obligation will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in the consolidated statement of operations.

Changes in the fair value of the contingent considerations may result from changes in discount periods and rates and changes in the timing and amount of revenue estimates.

Changes in assumptions utilized in the contingent consideration fair value estimates could result in an increase in the contingent consideration obligation and a corresponding charge to operating results.

As part of the acquisition, the Company is required to pay to the shareholders of SIA up to $ 90.0 million, dependent upon (1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $ 50.0 million in additional payments), as well as (2) the approval by the FDA of the PMA for DuraSorb for certain uses by certain timing targets (up to $ 40.0 million in additional payments).

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 that considered the possible outcomes of scenarios related to each specific milestone for the revenue-based milestone.

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

Commitments and Contingencies to the Notes to Consolidated Financial Statements for further details.

Deferred Tax Liabilities

Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments.

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

Sale of non-core traditional wound care business

On August 31, 2022, the Company completed its sale of its non-core traditional wound care (“TWC”) business to Gentell, LLC (“Gentell”) for $ 28.8 million, which consists of $ 27.8 million in cash plus $ 1.0 million in contingent consideration which may be received upon achieving certain revenue-based performance milestones two years after the closing date.

The proceeds from the sale of the TWC business of $ 27.8 million is presented in the consolidated statement of cash flows net of cash transferred of $ 3.5 million and other transaction fees.

The transaction included the sale of the Company’s TWC products, such as sponges, gauze and conforming bandages, and certain advanced wound care dressings, such as supportive, calcium alginate, hydrogel, and foam dressings.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The divestiture did not represent a strategic shift that had a major effect on the Company’s operations and financial statements.

Goodwill was allocated to the assets and liabilities divested using the relative fair value method of the TWC business to the Company’s Tissue Technologies reportable business segment.

In connection with the sale, the Company recognized $ 0.6 million as a gain from the sale of the business in the consolidated statement of operations for the year ended December 31, 2022.

The transaction is subject to final working capital adjustments, which are pending finalization between the parties.

In addition to the purchase and sale agreement, the Company also entered into a contract manufacturing agreement with Gentell.

Under the terms of the agreement, Gentell received inventory, equipment, and tooling to manufacture certain MediHoney® and TCC-EZ® products on behalf of the Company.

Amendment to the Seventh Amended and Restated Senior Credit Agreement

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

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 ability to borrow an aggregate principal amount of up to approximately $ 2.1 billion through the following facilities:

(i) a $ 775.0 million term loan facility, and (ii) a $ 1.3 billion revolving credit facility, which includes a $ 60.0 million sublimit for the issuance of standby letters of credit and a $ 60.0 million sublimit for swingline loans.

The terms of the Senior Credit Facility limit the amount of dividends we 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 4.

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, in response to the risks and uncertainties surrounding the Company’s future results of operations due to tariffs, 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 did 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 in 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

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

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 Senior Credit Facility, 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 Senior Credit Facility or designating any subsidiary that owns or exclusively licenses any material intellectual property as an excluded subsidiary under the Senior Credit Facility.

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:

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the one-month Term SOFR plus 1.00 %

The applicable rates are based on the Company’s Consolidated Total Leverage Ratio (defined, as of any date of determination, as the ratio of (a) Consolidated Funded Indebtedness as of such date (as defined in the 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 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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

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

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

At December 31, 2025 and 2024 there wa s $ 1,045.0 million and $ 365.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.

At December 31, 2024 and 2023, there was $ 760.5 million and $ 775.0 million outstanding under the term loan component of the Senior Credit Facility.

At December 31, 2024 and 2023, the weighted average interest rate of both the revolving credit facility component and term loan component of the Senior Credit Facility was 6.0 % and 6.8 %, respectively.

As of December 31, 2024 and 2023 there was $ 33.9 million and $ 14.5 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the consolidated balance sheet.

The fair value of the term loan and revolving portion of the Senior Credit Facility at December 31, 2024 was $ 751.1 million, and $ 360.1 million, respectively.

At December 31, 2025 and 2024, there was $ 726.6 million and $ 760.5 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 5.7 % and 6.0 %, respectively.

As of December 31, 2025 and 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 revolving credit facility component and term loan component of the Senior Credit Facility at December 31, 2025 was $ 1,043.3 million and $ 725.5 million, respectively.

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

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

Letters of credit outstanding as of December 31, 2024 and 2023 totaled $ 1.7 million.

There were no amounts drawn as of December 31, 2024.

As of December 31, 2025 and 2024, letters of credit outstanding totaled $ 3.0 million and $ 1.7 million, respectively.

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

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

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2026 $ 38,750

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 44.7 million in 2025, $ 42.4 million in 2026, $ 39.9 million in 2027, and $ 8.7 million in 2028.

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

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

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 40.5 million in 2026, $ 38.1 million in 2027 and $ 8.3 million in 2028.

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.

Convertible Senior Notes

On February 7, 2020, the Company issued $ 575.0 million aggregate principal amount of its 0.5 % Convertible Senior Notes due 2025 (the “2025 Notes”) pursuant to an indenture, dated as of February 7, 2020 (the “Original Indenture”), between the Company and Citibank, N.A., as trustee.

The 2025 Notes will mature on August 15, 2025 and bear interest at a rate of 0.5 % per annum payable semi-annually in arrears, unless earlier converted, repurchased or redeemed in accordance with the terms of the 2025 Notes.

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

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).

The 2025 Notes convert only in the following circumstances:

(1) if the closing price of the Company’s common stock has been at least 130 % of the conversion price during the period;

(2) if the average trading price per $1,000 principal amount of the 2025 Notes is less than or equal to 98 % of the average conversion value of the 2025 Notes during a period specified in the Original Indenture;

(3) if the Company calls the notes for optional redemption as described in the Original Indenture;

or (4) if specified corporate transactions occur.

As of December 31, 2024, none of these conditions existed and the 2025 Notes are classified as current convertible securities on the consolidated balance sheet, as they are due within one year.

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 .

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Holders of the 2025 Notes will have the right to require the Company to repurchase for cash all or a portion of their 2025 Notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the Indenture).

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

Convertible Senior Notes

The Company’s 0.5 % Convertible Senior Notes due 2025 (the “2025 Notes”) issued in February 2020 pursuant to an indenture, dated as of February 7, 2020 (the “Original Indenture”), between the Company and Citibank, N.A., as trustee, matured on August 15, 2025.

The 2025 Notes were settled upon maturity for $ 575.0 million in cash, excluding accrued interest, funded by borrowings on the revolving credit facility component of the Senior Credit Facility.

No shares were issued to settle the 2025 Notes.

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

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

At December 31, 2024 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million .

The fair value of the 2025 Notes at December 31, 2024 was $ 555.6 million .

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

The 2025 Notes are valued based on Level 1 measurements in the fair value hierarchy.

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

The call transactions entered into with the hedge participants expired in August 2025 and the warrant transactions entered into with the hedge participants expire ratably over the period from November 2025 through February 2026.

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.

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

As of December 31, 2024, the Company was in compliance with the covenants and none of the termination events had occurred.

As of December 31, 2025, the Company was in compliance with the covenants and none of the termination events had occurred and the Securitization Facility is classified as current borrowings under the securitization facility on the consolidated balance sheet, as it is due within one year.

On October 22, 2025, the Company entered into an amendment (the “October 2025 Amendment”) of the Securitization Facility which modified a financial covenant related to the maximum Delinquency Ratio (as defined in the Securitization Agreement) over the remaining term of the Securitization Agreement as amended by the December 2023 Amendment.

The October 2025 Amendment did not affect the borrowing capacity or extend the maturity date of the Securitization Facility.

The Company incurred approximately $ 0.1 million of new issuance costs associated with the October 2025 Amendment which will be amortized over the remaining term of the Securitization Agreement as amended by the December 2023 Amendment.

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.

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

At December 31, 2024 and 2023, the Company had $ 108.1 million and $ 89.2 million, respectively, of outstanding borrowings under its Securitization Facility at an interest rate of 5.4 % and 6.4 %, respectively.

At December 31, 2025 and 2024, the Company had $ 87.8 million and $ 108.1 million, respectively, of outstanding borrowings under its Securitization Facility with an interest rate of 4.8 % and 5.4 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at December 31, 2025 was $ 86.7 million.

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Debt Issuance Costs

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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

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

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 December 31, 2025 and 2024 (dollar amounts in thousands):

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Asset (Liability)

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

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

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

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

For the years ended December 31, 2024 and 2023, the Company recorded gains of $ 22.7 million and $ 4.9 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the years ended December 31, 2025 and 2024, the Company recorded a loss of $( 8.9 ) million and a gain of $ 22.7 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2024 and 2023, the Company recorded gains of $ 17.5 million and $ 18.1 million, respectively, in interest income included 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 December 31, 2024 within the next twelve months is $ 11.6 million.

For the years ended December 31, 2025 and 2024, the Company recorded gains of $ 12.6 million and $ 17.5 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 expense from AOCI as of December 31, 2025 within the next twelve months is $ 15.0 million.

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

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Cross-Currency Rate Swaps

The objective of the cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate.

The objective of these cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate on intercompany loans.

Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss francs (“CHFs”) and receive interest in U.S.

Upon the maturity of these contracts, the Company will pay the principal amount of the loans in CHF and receive U.S.

Upon the maturity of these contracts, the Company will pay the principal amount of the loans in CHFs and receive U.S.

dollars from the counterparties.

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

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

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

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

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

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

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

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

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

On February 19, 2025, the Company amended the CHF-denominated intercompany loan to extend the maturity to December 2030.

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

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

In November 2025, the Company entered into cross-currency swap agreements to convert an aggregate notional amount of $ 170.0 million equivalent to 137.6 million of two CHF-denominated intercompany loans into U.S.

The CHF-denominated intercompany loans were the result of an intra-entity transfer of certain intellectual property rights to a subsidiary in Switzerland completed during the fourth quarter of 2025.

The intercompany loan of CHF 80.9 million which matures in September 2028 requires quarterly interest payments and annual principal payments of CHF 8.1 million in September 2026 and September 2027;

the intercompany loan of CHF 56.6 million which matures in September 2030 requires quarterly interest payments and a principal payment of CHF 8.1 million in September 2029.

As the principal outstanding decreases on the intercompany loans, the aggregate notional amount of the related cross-currency swaps will decrease by a corresponding amount.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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Receive U.S.$ 3.98 % $ — 368,362

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

Pay CHF February 20, 2025 December 20, 2030 3.25 % CHF 305,137 — $ ( 54,149 ) —

Receive U.S.$ 6.14 % $ 342,543 —

Pay CHF November 10, 2025 September 30, 2030 4.00 % CHF 56,644 — $ ( 2,684 ) —

Receive U.S.$ 7.11 % $ 70,000 —

Pay CHF November 10, 2025 September 29, 2028 3.00 % CHF 80,920 — $ ( 2,834 ) —

Receive U.S.$ 6.23 % $ 100,000 —

Total $ ( 59,667 ) $ ( 4,367 )

The cross-currency swaps 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 years ended December 31, 2024 and 2023 the Company recorded a gain of $ 41.0 million and a loss of $ 27.4 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the years ended December 31, 2024 and 2023, the Company recorded a gain of $ 32.2 million and a loss of $ 37.4 million in other income, net for the 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 years ended December 31, 2024 and 2023, the Company recorded gains of $ 4.7 million and $ 5.5 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

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 years ended December 31, 2025 and 2024 the Company recorded a loss of $( 49.0 ) million and a gain of $ 41.0 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the years ended December 31, 2025 and 2024, the Company recorded a loss of $( 51.3 ) million and a gain of $ 32.2 million, respectively, in other income, net related to the 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 years ended December 31, 2025 and 2024, the Company recorded gains of $ 8.7 million and $ 4.7 million, respectively, 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 loss that is expected to be reclassified to other income (expense), net from AOCI as of December 31, 2025 within the next twelve months is $ 10.0 million.

As of December 31, 2024, 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

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

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

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

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

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

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

On February 21, 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 67.8 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.

In July 2025, the Company entered into a cross-currency swap agreement with a notional amount of CHF 59.7 million, equivalent to $ 75.0 million, where the Company agreed with third-parties to sell CHF in exchange for U.S.

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

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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

Pay CHF February 21, 2025 December 15, 2031 — % CHF 67,800 — ( 9,394 ) —

Receive U.S.$ 3.24 % $ 75,000 —

Pay CHF July 25, 2025 December 15, 2032 — % CHF 59,693 — ( 2,211 ) —

Receive U.S.$ 2.66 % $ 75,000 —

Total $ ( 82,199 ) $ ( 31,113 )

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

For the years ended December 31, 2024 and 2023, the Company recorded a gain of $ 24.5 million and a loss of $ 30.7 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the years ended December 31, 2025 and 2024, the Company recorded a loss of $( 49.5 ) million and a gain of $ 24.5 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the years ended December 31, 2025 and 2024, the Company recorded gains of $ 12.5 million and $ 10.1 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

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Foreign Currency Forward Contracts

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

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

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

To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are included in accumulated other comprehensive loss.

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

Throughout 2024, the Company entered into foreign currency forwards to mitigate the exchange rate risk of CHF denominated intercompany purchases.

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

As of December 31, 2025 the notional amount of foreign currency forward contracts was CHF 10.4 million.

For the year ended December 31, 2024 and 2023 the Company recorded losses of $ 1.1 million and gains of $ 0.4 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.

For the year ended December 31, 2024 and 2023 the Company recorded losses of $ 0.4 million and gains of $ 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 year ended December 31, 2025 and 2024 the Company recorded a gain of $ 1.9 million and a loss of $( 1.1 ) million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts.

For the year ended December 31, 2025 and 2024 the Company recorded a gain of $ 0.6 million and a loss of $( 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.

On February 19, 2026, the Company entered into foreign currency forwards with a notional amount of 8.0 million CHF to mitigate the exchange rate risk of CHF-denominated intercompany purchases.

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Counterparty Credit Risk

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Fair Value of Derivative Instruments

The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of the derivative instruments.

The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for the derivative instruments.

The fair values of the interest rate swaps and cross-currency swaps were developed using a market approach based on publicly available market yield curves and the terms of the swap.

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Effects of Derivative Instruments on Financial Position and Results of Operations

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

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

Fair Value as of December 31,

7 unchanged sentences

Cross-currency swap 8,325 —

Foreign Currency Forward Contracts 29 —

Net Investment Hedges

3 unchanged sentences

12,749 38,302

Net Investment Hedges

Cross-currency swap — 1,470

Total derivatives designated as hedges — Assets $ 44,703 $ 59,227

3 unchanged sentences

Interest rate swap

$ 1,103 $ 684

Cross-currency swap — 4,367

10 unchanged sentences

(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.

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 years ended December 31, 2025 and 2024:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying consolidated statement of operations during the years ended December 31, 2024 and 2023:

Dollars in thousands Balance in AOCI

23 unchanged sentences

Derivative Instruments Not Designated as Hedges:

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

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”), CHF, and EUR.

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

As of December 31, 2024, the notional amounts totaled CNH 140.0 million.

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

As of December 31, 2025, the notional amounts totaled CNH 90.0 million and CHF 14.0 million, equivalent to $ 12.7 million, and $ 17.8 million, respectively.

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

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

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

The Company subsequently paid down a portion of this swap in the second quarter of 2023 and the second quarter of 2024, bringing the notional amount down to $ 4.6 million as of December 31, 2024.

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 December 31, 2025.

The fair value of the derivative instruments not designated as hedges was $ 1.0 million and $ 1.7 million as of December 31, 2025 and 2024, respectively.

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

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 December 31,

2 unchanged sentences

Total $ ( 1,975 ) $ 654

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

GOODWILL AND OTHER INTANGIBLE ASSETS

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

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

Additionally, the Company may perform

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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.

14 unchanged sentences

The weighted-average cost of capital is the Company’s estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.

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 in the second quarter of 2025.

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 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.

In the third quarter of 2025, the Company performed its annual test of its reporting units for impairment and completed a qualitative evaluation of its Tissue Technologies and Neurosurgery reporting units.

The Instruments and ENT reporting unit had been deemed fully-impaired during the second quarter of 2025 and was excluded from this evaluation.

After performing the qualitative analysis, the Company concluded that it was more likely than not that the fair values of the Tissue Technologies and Neurosurgery reporting units were greater than their carrying amounts.

Therefore, it was not necessary to perform a quantitative impairment test.

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

Changes in the carrying amount of goodwill in 2025 and 2024 were as follows:

2 unchanged sentences

666,937 388,525 1,055,462

SIA Acquisition — ( 382 ) ( 382 )

Acclarent Acquisition 62,482 — 62,482

Foreign currency translation ( 13,689 ) ( 7,303 ) ( 20,992 )

1 unchanged sentence

$ 715,730 $ 381,222 $ 1,096,952

Acclarent Acquisition 62,482 — 62,482

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

Foreign currency translation 16,543 13,027 29,570

1 unchanged sentence

$ 344,167 $ 270,990 $ 615,157

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Intangible Assets

25 unchanged sentences

Codman trade name Indefinite 168,202 — 168,202

174,531 — 174,531

Supplier relationships 30 years

5 unchanged sentences

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

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

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

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

1 unchanged sentence

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

The quantitative test uses an income approach to determine the fair value of the indefinite-lived intangible asset.

The income approach utilizes the estimated discounted cash flows for the indefinite-lived intangible asset.

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

Discount rates are determined using a weighted average cost of capital that considers market and industry data as well as the Company’s specific risk factors that are likely to be considered by a market participant.

The weighted-average cost of capital is the Company’s estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.

The assumptions used are inherently subject to uncertainty and slight changes in these assumptions could have a significant impact on the concluded value.

The estimates and assumptions applied represent a Level 3 measurement in the fair value hierarchy described in ASC 820.

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

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

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

The assumptions used in evaluating the Codman 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 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.

In the third quarter of 2025, the Company performed its annual test of its intangible assets with indefinite lives for impairment and completed a qualitative evaluation of its Codman tradename intangible asset.

After performing the qualitative analysis, the Company concluded that it was more likely than not that the fair value of the Codman tradename intangible asset was greater than its carrying amount.

Therefore, it was not necessary to perform a quantitative impairment test.

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.

The evaluation for recoverability involves comparing the carrying amount of the definite-lived intangible asset to the C ompany’s expectations of the future undiscounted cash flows derived from the definite-lived intangible asset .

In the event the carrying value of the definite-lived intangible asset exceeds the undiscounted future cash flows expected to be derived from the definite-lived intangible asset over its remaining estimated useful life , the definite-lived intangible asset is considered not recoverable and the definite-lived intangible asset is tested for impairment.

An impairment loss is measured as the excess of the definite-lived intangible asset’s carrying value over its fair value, calculated using market participant assumptions pursuant to ASC 820 using discounted future cash flows based on the present value of estimated future cash flows to be generated by the definite-lived intangible asset using a risk-adjusted discount rate.

The impairment loss is recognized in the period that the impairment occurs.

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 ASC 360.

Total amortization of intangible assets (including amounts reported in cost of product revenues for technology-based intangible assets) in 2025 was $ 107.1 million compared to $ 105.2 million in 2024.

Of this amount, $ 92.1 million and $ 84.0 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold.

Based on quarter-end exchange rates, amortization expense (including amounts reported in cost of goods sold) is expected to be approximately $ 107.6 million in 2026, $ 106.6 million in 2027, $ 103.0 million in 2028, $ 97.7 million in 2029, $ 91.6 million in 2030 and $ 447.7 million thereafter.

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 Company’s manufacturing facility located in Boston, Massachusetts (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 ASC 360.

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.

With respect to the definite-lived intangible assets associated with the completed technology of SurgiMend® and PriMatrix®, the Company determined that the carrying amount of these definite-lived intangible assets were recoverable and, therefore, the intangible assets were not deemed to be impaired.

In the second quarter of 2024, the Company approved a plan to transition the commercial distribution of SurgiMend® and PriMatrix® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts (the “Braintree facility”).

In the second quarter of 2024, the Company approved a plan to transition the manufacturing of SurgiMend and PriMatrix from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts (the “Braintree facility”).

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 $ 25.6 million and $ 20.0 million, respectively, as of December 31, 2025.

Amortization expense (including amounts reported in cost of product revenues) for the years ended December 31, 2024, 2023, and 2022 was $ 105.2 million, $ 82.8 million, and $ 78.3 million, respectively.

Annual amortization expense is expected to approximate $ 106.0 million in 2025, $ 105.8 million in 2026, $ 104.9 million in 2027, $ 101.3 million in 2028, $ 96.0 million in 2029, and $ 528.2 million thereafter.

Amortization of product technology based intangible assets totaled $ 84.0 million, $ 70.4 million and $ 64.4 million for the years ended December 31, 2024, 2023, and 2022, respectively, and is presented by the Company within cost of goods sold.

Potential Impact of Risks and Uncertainties on Management’s Estimates

The rapidly evolving tariff changes imposed by the U.S.

and other countries since early 2025 have created increased risks and uncertainties surrounding the Company’s future results of operations.

In 2025 President Trump announced reciprocal tariffs on many countries and certain countries, such as China, have responded with retaliatory tariffs.

In February 2026, the U.S.

Supreme Court issued a 6–3 ruling invalidating the U.S.

Administration’s tariff program implemented under the International Emergency Economic Powers Act (“IEEPA”), concluding that the IEEPA did not authorize the broad import duties previously imposed.

Additionally, in September 2025, the U.S.

Department of Commerce initiated national security investigations into medical equipment, devices, and robotics.

The tariff environment has continued to shift throughout the 2025 calendar year, with new measures being proposed, paused, implemented, and countered, contributing to broader trade policy uncertainty.

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

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

1 unchanged sentence

TREASURY STOCK

As of December 31, 2024 and 2023, there were 14.4 million and 12.8 million shares of treasury stock outstanding with a cost of $ 691.4 million and $ 647.3 million, respectively, at a weighted average cost per share of $ 47.86 and $ 50.76 , respectively.

On May 16, 2024, the Company entered into a $ 50.0 million accelerated share repurchase (“May 2024 ASR”) and received 1.3 million shares of common stock at inception of the May 2024 ASR, which represented approximately 70 % of the expected total shares under the May 2024 ASR.

On July 31, 2024, the early exercise provision was exercised by the May 2024 ASR counterparty.

The Company received an additional 0.4 million shares determined using the volume-weighted average price of the Company’s common stock during the term of the May 2024 ASR.

On August 15, 2023, the Company entered into a $ 125.0 million accelerated share repurchase (“August 2023 ASR”) and received 2.3 million shares of the common stock at inception of the August 2023 ASR, which represented approximately 80 % of the expected total shares under the August 2023 ASR.

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

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

On January 26, 2023, the Company entered into a $ 150.0 million accelerated share repurchase (“January 2023 ASR”) and received 2.1 million shares of common stock at inception of the January 2023 ASR, which represented approximately 80 % of the expected total shares under the January 2023 ASR.

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

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

The Inflation Act implements a new excise tax of 1.0% on the net share repurchases made by the Company effective for share repurchases performed January 1, 2023, or after.

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

On July 18, 2023, the Board of Directors authorized a new $ 225.0 million share repurchase program, replacing the existing $ 225.0 million program authorized in April 2022.

A s of December 31, 2024, $ 50.0 million remained authorized .

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

The Company may utilize various methods to effect any repurchases, including open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, including accelerated share repurchases, or a combination of the foregoing, some of which may be effected through Rule 10b5-1 plans.

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

As of December 31, 2025 and 2024, the Company held 14.4 million and 14.4 million shares of treasury stock outstanding with a cost of $ 689.2 million and $ 691.4 million, respectively, at 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.

The early exercise provision was exercised by the 2024 ASR counterparty.

The Company received an additional 0.4 million shares determined using the volume-weighted average price of the Company’s common stock during the term of the 2024 ASR.

On July 18, 2023, the Board of Directors authorized a $ 225.0 million share repurchase program.

On December 31, 2025, the Company’s share repurchase program expired.

At the time of expiration, approximately $ 50.0 million remained available for repurchase.

The Company did not adopt a new share repurchase program upon the expiration, and no shares were repurchased during the year ended December 31, 2025.

STOCK-BASED COMPENSATION

10 unchanged sentences

As of December 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 (the “2003 Plan”).

The 2000 Equity Incentive Plan and the 2001 Equity Incentive Plan were terminated as of February 19, 2021, and no further awards may be issued under the plans.

In May 2010 and May 2017, the stockholders of the Company approved amendments to the 2003 Plan to increase by 3.5 million and 1.7 million, respectively, the number of shares of common stock that may be issued under the 2003 Plan.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company has reserved 14.7 million shares under the 2003 Plan.

The Company has reserved 14.7 million shares under the 2003 Plan.

The 2003 Plan permits the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company.

Stock options issued under the 2003 Plan became exercisable over specified periods, generally within four years from the date of grant for officers and employees, and within one year from the date of the grant for members of the Board of Directors.

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, and within one year from the date of the grant for members of the Board of Directors.

The awards 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.

10 unchanged sentences

The Company accounts for forfeitures as they occur.

The following weighted-average assumptions were used in the calculation of fair value:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company granted stock options at two separate dates during the year ended December 31, 2025 and applied a range of assumptions for the volatility and risk free interest rate employed in the weighted average methodology in the calculation of option fair value.

For the years ended December 31, 2024 and December 31, 2023, all assumptions employed a weighted average methodology in the calculation of option fair value.

The following table outlines these assumptions:

Years Ended December 31,

3 unchanged sentences

Risk free interest rate 4.16 % - 4.52 %

4.09 % 3.86 %

Expected life of option from grant date 7 years 7 years 7 years

14 unchanged sentences

The Company recognized $ 1.7 million, $ 2.2 million, and $ 1.4 million in expense related to stock options during the years ended December 31, 2025, 2024, and 2023, respectively.

The intrinsic value of options exercised for the years ended December 31, 2024, 2023, and 2022 were $ 0.7 million, $ 1.8 million, and $ 4.0 million, respectively.

There were no options exercised for the year ended December 31, 2025.

The intrinsic value of options exercised for the years ended December 31, 2024, and 2023 were $ 0.7 million, and $ 1.8 million, respectively.

Cash received from option exercises and employee stock purchase plan was $ 1.0 million, $ 6.4 million, and $ 4.3 million, for the years ended December 31, 2025, 2024, and 2023, respectively.

The realized tax expense from options exercised was $ 0.5 million for the year ended December 31, 2024.

Realized tax benefits of $ 0.1 million, and $ 0.6 million were recognized for the years ended December 31, 2023, and 2022, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the years ended December 31, 2025 and 2024, the realized tax expense related to the exercise of stock options was $ 0.8 million and $ 0.5 million, respectively.

A realized tax benefit $ 0.1 million was recognized for the year ended December 31, 2023.

As of December 31, 2025, there was approximately $ 4.5 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 .

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Awards of Restricted Stock, Performance Stock and Contract Stock

8 unchanged sentences

Cancellations ( 163 ) 33.55 ( 66 ) 34.65

Released ( 248 ) 58.04 ( 107 ) 33.37

Vested ( 380 ) 41.13 ( 99 ) 19.66

Unvested, December 31, 2025

25 unchanged sentences

Under the ESPP, a total of 3.0 million shares of common stock are reserved for issuance.

These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common

These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common stock reacquired by the Company as treasury stock.

At December 31, 2025, 1.8 million shares remain available for purchase

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

stock reacquired by the Company as treasury stock.

At December 31, 2024, 1.9 million shares remain available for purchase under the ESPP.

under the ESPP.

During the years ended December 31, 2025, 2024, and 2023, the Company issued 64,435 shares, 44,426 shares and 23,337 shares under the ESPP for $ 0.8 million, $ 1.0 million, and $ 1.0 million, respectively.

4 unchanged sentences

Year ended December 31,

2025 2024 2023

Service cost $ 3,578 $ 3,113 $ 2,226

7 unchanged sentences

As of December 31,

2025 2024 2023

Discount rate 1.45 % 1.14 % 1.51 %

44 unchanged sentences

The unfunded benefit obligations are included in other liabilities in the consolidated balance sheets at December 31, 2025 and 2024, respectively.

During the periods ended December 31, 2024 and 2023 , the Company had a net gain of $ 1.3 million and a net loss of $ 6.6 million, respectively, recognized within accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit cost.

During the periods ended December 31, 2025 and 2024 , the Company had a net gains of $ 1.0 million and $ 1.3 million, respectively, recognized within accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit cost.

The combined accumulated benefit obligations for the defined benefit plans was $ 71.7 million and $ 60.1 million as of December 31, 2025 and 2024, respectively.

47 unchanged sentences

Leased vehicles 2.7 years 2.3 years

Leased equipment 2.9 years 1.6 years

Weighted average discount rate:

1 unchanged sentence

Leased vehicles 3.2 % 2.8 %

Leased equipment 6.9 % 8.3 %

Supplemental cash flow information related to leases was as follows:

13 unchanged sentences

2030 — 18,253 18,253

2031 — 17,819 17,819

Thereafter — 148,843 148,843

23 unchanged sentences

Federal statutory rate to the Company’s effective tax rate is as follows:

Years Ended December 31,

Year Ended December 31, 2025

Amount Percent

Federal statutory rate $ ( 118,345 ) 21.0 %

State income taxes, net of federal tax benefit (1)

$ ( 5,571 ) 1.0 %

Foreign tax effects:

Swiss IP Transfer $ 14,979 ( 2.7 ) %

Federal statutory tax rate difference $ 7,377 ( 1.3 ) %

Cantonal/communal rate difference $ ( 9,938 ) 1.8 %

Other $ 5,492 ( 1.0 ) %

Other foreign jurisdictions $ ( 2,381 ) 0.4 %

Non-taxable or non-deductible items:

Goodwill impairment $ 63,660 ( 11.3 ) %

Other $ ( 2,063 ) 0.4 %

Cross-border tax laws:

Global intangible low-taxed income $ 2,235 ( 0.4 ) %

Subpart F income $ 4,451 ( 0.8 ) %

Foreign tax credit $ ( 1,792 ) 0.3 %

Research and development credit $ ( 6,707 ) 1.2 %

Valuation allowance $ 662 ( 0.1 ) %

Worldwide changes in prior year unrecognized tax benefits $ 913 ( 0.2 ) %

Effective Tax Rate $ ( 47,028 ) 8.3 %

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) State Taxes in California, Florida, Illinois, New Jersey, New York, and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category.

Years Ended December 31,

Federal statutory rate 21.0 % 21.0 %

13 unchanged sentences

Our effective tax rate was 8.3 % and 61.9 % of income before income taxes for the years ended December 31, 2025 and December 31, 2024, respectively.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In 2024, the Company’s effective tax rate was driven by federal, state, and international tax benefits generated from operating losses in certain jurisdictions, including a $ 4.4 million benefit from federal and state research tax credits, offset by the inclusion of Global Intangible Low-Taxed Income (“GILTI”).

The Company received an extension of the 2018 Swiss tax grant for three years, until the 2027 tax year.

The net benefit of the tax credit, recorded as of December 31, 2023, was based on projections of use of the incremental tax grant.

The Company’s Swiss subsidiary may offset the tax credit against cantonal and communal income and capital taxes during tax years 2024 through 2027.

In 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, the transfer of certain intellectual property, and the inclusion of Global Intangible Low-Taxed Income (“GILTI”) and the global minimum tax in certain foreign jurisdictions;

offset by federal, state, and international tax benefits generated from operating losses and favorable prior year tax return positions.

In 2023, the Company’s effective tax rate was primarily driven by the inclusion of GILTI, offset by a $ 5.8 million income tax benefit related to a four-year tax credit received by a Swiss subsidiary, which can be used to offset cantonal and communal income and capital taxes during tax years 2024 through 2027.

Any unused balance at the end of the 2027 tax period will be forfeited.

In 2022, the Company’s lower effective tax rate was driven by a $ 5.1 million income tax benefit related to stock compensation and a $ 2.4 million income tax benefit related to the filing of amended federal and state returns for prior years.

During 2024, the Company’s foreign operations generated a $ 0.4 million increase in income tax expense when compared to the same period in 2023, because of geographic and business mix of taxable earnings and losses, among other factors.

During 2025, the Company’s foreign operations generated a $ 30.7 million decrease in income tax expense when compared to the same period in 2024 due to geographic and business mix of taxable earnings and losses and the transfer of certain intellectual property, among other factors.

The 2025 foreign effective tax rate is 12.6 % compared to 12.3 % in 2024.

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

On August 16, 2022, the Inflation Act was signed into law, for which the Company did not experience a material impact on the Company’s effective tax rate.

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 has evaluated the impact of the OBBBA on its financial statements and estimates the financial impact for the year ended December 31, 2025 to be immaterial.

Further, legislation in foreign jurisdictions may be enacted, in continued response to the ongoing base erosion and profit-sharing (“BEPS”) project led 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”).

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

The Company calculated an immaterial amount related to Pillar 2 tax liability for the year ending December 31, 2024, aided by certain transition safe-harbor results in Switzerland.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The United States has not adopted Pillar 2, and as of December 31, 2025, the G7 countries announced an agreement to exempt U.S.

companies from certain elements of the Pillar 2 framework.

If this exemption (the “Pillar Two Side-by-Side Package”) is ultimately enacted into law in relevant jurisdictions, it is expected to be favorable for the Company.

However, Pillar 2 remains in effect in other countries, and there is significant uncertainty regarding the implementation of the G7 agreement, the interpretation and consistent application of existing Pillar 2 rules, their interaction with national tax laws, and their consistency with current tax treaty obligations.

The Company is calculating an immaterial expense related to Pillar 2 tax liability for the year ending December 31, 2025.

Related changes in U.S.

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

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

jurisdictions.

The provision for income taxes consisted of the following:

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Provision for income taxes $ ( 47,028 ) $ ( 11,293 ) $ 13,328

The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below:

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below:

Dollars in thousands 2025 2024

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Capitalization of research and development expenses 69,277 68,311

Unrealized foreign exchange gain 8,655 13,907

Charitable contributions carryforward 212 206

Leases and Other 59,339 55,271

Unrealized foreign exchange loss 22,818 8,655

Leases 35,573 35,547

Other 40,796 36,802

Total deferred tax assets 278,134 252,983

2 unchanged sentences

Intangible and fixed assets ( 148,626 ) ( 218,125 )

Unrealized foreign exchange loss ( 11,280 ) ( 10,024 )

Leases and Other ( 21,186 ) ( 38,134 )

Unrealized foreign exchange gain ( 6,317 ) ( 11,280 )

Leases ( 26,945 ) ( 27,345 )

Other ( 9,453 ) ( 6,639 )

Total deferred tax liabilities $ ( 191,341 ) $ ( 263,389 )

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effective for years beginning after December 31, 2021.

The Company’s deferred tax assets increased by $ 10.4 million and $ 14.4 million at December 31, 2024 and December 31, 2023 respectively within the table above, related to the 2017 Tax Act.

The recently enacted OBBBA allows companies to deduct research and development expenses, reversing the related provision of the 2017 Tax Act.

However, the Company continued to capitalize and amortize its research and development expenses in 2025.

The Company’s deferred tax assets increased by $ 5.3 million and $ 10.4 million at December 31, 2025 and December 31, 2024 respectively within the table above, due to the capitalization of research and development expenses in relation to the 2017 Tax Act.

At December 31, 2025, the Company had net operating loss carryforwards of $ 46.7 million for federal income tax purposes, $ 142.8 million for foreign income tax purposes and $ 85.4 million for state income tax purposes to offset future taxable income.

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In the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made.

The valuation allowance at December 31, 2024 increased by $ 3.0 million, as compared to 2023, primarily driven by a $ 1.1 million increase related to the expiring Swiss federal tax credit.

The valuation allowance for 2023 had increased by $ 2.8 million, as compared to 2022, primarily driven by the newly recognized Swiss tax credit.

The valuation allowance at December 31, 2025 increased by $ 7.1 million, as compared to 2024, primarily driven by a $ 3.7 million increase related to the Swiss federal and local tax credits and a $ 3.0 million increase related to U.S.

state tax credits.

The valuation allowance for 2024 had increased by $ 3.0 million, as compared to 2023, primarily driven by an increase related to the expiring Swiss federal tax credit.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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Common stock of approximately 1.5 million and 1.3 million shares at December 31, 2025, and 2024 that are issuable through exercise of dilutive securities, respectively, were not included in the computation of diluted net income per share because their effect would have been anti-dilutive.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income for the years ended December 31, 2024 and 2023:

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income for the years ended December 31, 2025, 2024 and 2023:

Dollars in thousands 2025 2024 2023

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Foreign currency translation adjustment, net of tax 7,202 ( 18,904 ) ( 12,103 )

Change in unrealized loss/(gain) on derivatives, net of tax 5,123 ( 6,658 ) 65,798

Change in unrealized (gain) loss on derivatives, net of tax ( 10,664 ) 5,123 ( 6,658 )

Pension liability adjustment, net of tax 956 1,316 ( 6,610 )

Comprehensive income, net $ ( 19,409 ) $ 42,370 $ 235,970

Comprehensive (loss) income, net $ ( 518,980 ) $ ( 19,409 ) $ 42,370

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

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

Other comprehensive gain (loss) 50,119 2,040 ( 11,123 ) 41,036

Other comprehensive (loss) gain ( 47,533 ) 1,589 16,819 ( 29,125 )

Amounts reclassified from accumulated other comprehensive income, net ( 36,869 ) 633 9,617 ( 26,619 )

Net current-period other comprehensive gain (loss) 5,123 1,316 ( 18,904 ) ( 12,465 )

Net current-period other comprehensive (loss) gain ( 10,664 ) 956 7,202 ( 2,506 )

Balance at December 31, 2025

$ 15,948 $ 4,984 $ ( 51,009 ) $ ( 30,077 )

For the year ended December 31, 2024, the Company reclassified gains of $ 32.3 million and $ 21.2 million from accumulated other comprehensive loss to other income, net and interest income, respectively.

For the year ended December 31, 2025, the Company reclassified a loss of $( 47.0 ) million and a gain $ 1.1 million from AOCI to other income and cost of goods sold, respectively.

Additionally, the Company reclassified a gain of $ 19.3 million from AOCI to interest income.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

COMMITMENTS AND CONTINGENCIES

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The royalty payments that the Company made under these agreements were not significant for any of the periods presented.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In the ordinary course of its business, the Company is involved in, from time to time, various legal actions, including any matters described below, involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, some of which have been settled by the Company.

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

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

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

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

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

The arbitration was held in September 2025 and the tribunal’s decision is pending.

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

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

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

The Pembroke Litigation, filed on behalf of a putative class of stockholders who purchased or acquired the Company’s common stock between March 11, 2019 and May 22, 2023, inclusive, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, on the basis of purportedly materially false and misleading statements and omissions relating to certain quality systems issues identified by the FDA at the Company’s Boston facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment.

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

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

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

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

The plaintiffs filed a Second Amended Complaint on August 14, 2025.

The Company has filed a motion to dismiss the Second Amended Complaint on October 14, 2025.

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

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

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

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

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

Food and Drug Administration (“FDA”) at the Company’s Boston 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 April 1, 2025 the lawsuit was dismissed with prejudice.

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.

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.

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

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Contingent Consideration Liability Related to Acquisition of:

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

Location in Financial Statements

Derma Sciences (2)

Surgical Innovations Associates (SIA), Inc.

Balance as of January 1, 2025

1 unchanged sentence

Payments ( 5,000 ) — — ( 18,075 ) ( 23,075 )

Change in fair value of contingent consideration liabilities ( 2,787 ) Research and development 129 ( 297 ) ( 2,300 ) Selling, general and administrative

Change in fair value of contingent consideration liabilities ( 1,669 ) ( 2,336 ) ( 3 ) ( 16,525 ) ( 20,533 )

Balance as of December 31, 2025

$ 6,299 $ 350 $ — $ 19,400 $ 26,049

Short-Term $ 8,560 $ — $ — $ 17,900 Accrued expenses and other current liabilities

Long-Term 4,408 2,686 3 36,100 Other liabilities

Short-Term $ — $ — $ — $ 19,400 $ 19,400

Long-Term 6,299 350 — — 6,649

Total $ 6,299 $ 350 $ — $ 19,400 $ 26,049

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Contingent Consideration Liability Related to Acquisition of:

Arkis Location in Financial Statements Derma Sciences ACell Inc.

Surgical Innovations Associates, Inc.

Location in Financial Statements

Derma Sciences (2)

Surgical Innovations Associates (SIA), Inc.

Balance as of January 1, 2024

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

Additions — — — —

Change in fair value of contingent consideration liabilities 2,860 Research and development 2,327 ( 3,400 ) 11,093 Selling, general and administrative

Payments — — — ( 12,400 ) ( 12,400 )

Change in fair value of contingent consideration liabilities ( 2,787 ) 129 ( 297 ) ( 2,300 ) ( 5,255 )

Balance as of December 31, 2024

$ 12,968 $ 2,686 $ 3 $ 54,000 $ 69,657

Short-Term $ 7,778 $ — $ — $ 13,400 Accrued expenses and other current liabilities

Long-Term 7,977 2,557 300 55,300 Other liabilities

Short-Term $ 8,560 $ — $ — $ 17,900 $ 26,460

Long-Term 4,408 2,686 3 36,100 43,197

Total $ 12,968 $ 2,686 $ 3 $ 54,000 $ 69,657

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) Location in financial statements:

Research and development

(2) Location in financial statements:

Selling, general and administrative

Arkis BioSciences Inc.

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

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

Derma Sciences

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

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

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

The 2022, 2023 and 2025 milestones were not achieved.

Surgical Innovations Associates, Inc.

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

As part of the acquisition of Surgical Innovations Associates, Inc.

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

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

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

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

The Company calculated the remaining milestone payment for the 2025 performance year based on actual sales for the year ended December 31, 2025.

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

Other Commitments

In October 2024, the Company entered into a definitive agreement to acquire its manufacturing facility located in Plainsboro, New Jersey currently leased by the Company for $ 10.4 million in cash at closing.

The transaction closed in the first quarter of 2025.

Subsequent Events .

The liability was reduced in 2025 due to risk and uncertainty around timing of receiving the PMA approval.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

SEGMENT AND GEOGRAPHIC INFORMATION

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The two reportable segments and their activities are described below.

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

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

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

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

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

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

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

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The accounting policies of both segments are the same as those described in Note 2.

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

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

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

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The table below presents information about reported segments for the years ended December 31, 2024, 2023, and 2022 are as follows:

Net sales and profit by each reportable segment for the years ended December 31, 2025, 2024, and 2023 are as follows:

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

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Intangible asset amortization — — 14,954 14,954

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

2025 Total cost and expenses 1,079,634 465,806 583,175 2,128,615

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Other income, net 3,944

Income before income taxes $ 81,069

Loss before income taxes $ ( 18,237 )

Codman Specialty Surgical Tissue Technologies Corporate and Other Total

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Interest expense ( 51,377 )

Gain on sale of business 644

Other income, net 3,718

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

Asset information by segment is not reported internally or otherwise regularly reviewed by the Chief Operating Decision Maker.

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

Total revenue, net and tangible long-lived assets by major geographic area are summarized below:

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

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

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

Total revenue by major geographic area consisted of the following:

Dollars in thousands United States Europe Asia Pacific Rest of the World Consolidated

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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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Measurement 2025 2024 2023

Cash and cash equivalents Level 1 $ 246,375 $ 276,402 $ 456,661

Cash and marketable securities Level 1 $ 235,048 $ 246,375 $ 276,402

Short-term investments Level 1 28,693 27,192 32,694

1 unchanged sentence

Pension plan assets Level 2 67,291 51,818 45,724

Foreign currency forward contracts Level 2 29

Foreign currency forward contracts (not designated as hedges) Level 2 1,015 1,700 1,200

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$ 359,322 $ 375,880 $ 399,576

Cross currency rate swaps Level 2 $ 4,367 $ 40,672 $ 7,769

Cross currency swaps Level 2 $ 59,667 $ 4,367 $ 40,672

Net investment hedges Level 2 82,199 31,113 49,609

1 unchanged sentence

Contingent consideration Level 3 26,049 69,657 87,312

Pension project benefit obligation Level 2 67,262 65,101 50,364

Pension projected benefit obligation 81,132 67,262 65,101

Total Liabilities:

$ 249,047 $ 173,313 $ 242,694

A rollforward of the fair value of the contingent consideration liabilities, as determined by Level 3 unobservable inputs, during the years ended December 31, 2024, December 31, 2023, and December 31, 2022 were as follows:

Dollars in thousands 2024 2023 2022

Balance at beginning of period $ 87,312 $ 74,432 $ 37,129

Change in fair value ( 5,255 ) 12,880 37,303

Payments ( 12,400 ) — —

Balance at end of period $ 69,657 $ 87,312 $ 74,432

There were no transfers into or out of Level 3 during the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

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.

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Lease and Related Party Leases , there were no non-recurring fair value measurements during the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

SUBSEQUENT EVENTS

On January 15, 2025, the Company completed the purchase of its manufacturing facility located in Plainsboro, New Jersey.

The Company made a cash payment of $ 10.4 million upon closing.

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-K

Item 9A. Controls and Procedures