Item 1. Financial Statements
Item 1. Financial Statements
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(Dollars in thousands, except per share amounts)
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Total revenue, net $ 411,182 $ 402,062 $ 1,221,861 $ 1,200,320
Costs and expenses:
Cost of goods sold 201,316 195,071 575,269 589,565
Research and development 21,897 22,456 69,651 74,181
Selling, general and administrative 165,311 169,046 515,982 530,433
Intangible asset amortization 3,758 3,728 11,304 11,186
Goodwill impairment charge — — — 511,365
Total costs and expenses 392,282 390,301 1,172,206 1,716,730
Operating income (loss) 18,900 11,761 49,655 ( 516,410 )
Interest income 5,002 4,982 13,375 14,112
Interest expense ( 22,961 ) ( 22,725 ) ( 68,419 ) ( 62,582 )
Other income (expense), net 14,723 ( 842 ) 23,388 ( 2,932 )
Income (loss) before income taxes 15,664 ( 6,824 ) 17,999 ( 567,812 )
Provision (benefit) for income taxes 812 ( 1,420 ) 3,282 ( 53,042 )
Net income (loss) $ 14,852 $ ( 5,404 ) $ 14,717 $ ( 514,770 )
Net income (loss) per share
Basic $ 0.19 $ ( 0.07 ) $ 0.19 $ ( 6.72 )
Diluted $ 0.19 $ ( 0.07 ) $ 0.19 $ ( 6.72 )
Weighted average common shares outstanding (See Note 12):
Basic 77,387 76,753 77,210 76,637
Diluted 78,577 76,753 77,941 76,637
Comprehensive income (loss) (See Note 13)
20,536 ( 6,472 ) 10,281 $ ( 519,174 )
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands, except per share amounts)
September 30, 2026 December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 252,261 $ 235,048
Short-term investments 59,669 28,693
Trade accounts receivable, net of allowances of $ 7,333 and $ 7,230
248,994 278,849
Inventories, net 464,454 492,735
Prepaid expenses 117,620 96,089
Other current assets 46,940 28,130
Total current assets 1,189,938 1,159,544
Property, plant and equipment, net 441,138 444,335
Right of use asset - operating leases 136,134 140,568
Intangible assets, net 1,040,636 1,134,663
Goodwill 607,827 615,157
Deferred tax assets, net 66,710 69,854
Other assets 25,415 37,880
Total assets $ 3,507,798 $ 3,602,001
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of borrowings under senior credit facility $ 48,438 $ 38,750
Current portion of borrowings under securitization facility — 87,800
Current portion of lease liability - operating leases 14,592 14,019
Accounts payable, trade 66,420 95,726
Contract liabilities 12,075 11,463
Income tax payable 1,703 3,651
Accrued compensation 83,930 74,079
Accrued expenses and other current liabilities 101,844 130,493
Total current liabilities 329,002 455,981
Long-term borrowings under senior credit facility 1,696,950 1,729,556
Long-term borrowings under securitization facility 81,200 —
Lease liability - operating leases 161,091 163,059
Deferred tax liabilities 4,794 5,664
Other liabilities 168,144 204,278
Total liabilities 2,441,181 2,558,538
Stockholders’ equity:
Preferred stock; no par value; 15,000 authorized shares; none outstanding
— —
Common stock; $ 0.01 par value; 240,000 authorized shares; 92,098 and 92,286 issued at September 30, 2026 and December 31, 2025, respectively
921 923
Additional paid-in capital 1,346,140 1,338,386
Treasury stock, at cost; 14,292 shares and 14,399 shares at September 30, 2026 and December 31, 2025, respectively
( 684,089 ) ( 689,210 )
Accumulated other comprehensive loss ( 34,513 ) ( 30,077 )
Retained earnings 438,158 423,441
Total stockholders’ equity 1,066,617 1,043,463
Total liabilities and stockholders’ equity $ 3,507,798 $ 3,602,001
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
Nine Months Ended September 30,
2026 2025
OPERATING ACTIVITIES:
Net income (loss) $ 14,717 $ ( 514,770 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 115,627 113,402
Non-cash impairment charges — 511,365
Deferred income tax benefit ( 2,304 ) ( 55,316 )
Share-based compensation 13,908 12,745
Amortization of debt issuance costs and expenses associated with debt refinancing 3,081 4,590
Non-cash lease adjustment 2,998 ( 906 )
Loss on disposal of property and equipment 2,214 490
Change in fair value of contingent consideration and others ( 2,096 ) ( 14,644 )
Changes in assets and liabilities:
Accounts receivable 28,567 15,967
Inventories 20,278 ( 43,419 )
Prepaid expenses and other current assets ( 30,645 ) ( 4,994 )
Other non-current assets 2,219 3,335
Accounts payable, accrued expenses and other current liabilities ( 38,533 ) 3,704
Contract liabilities ( 1,620 ) 2,715
Other non-current liabilities 171 4,304
Net cash provided by operating activities 128,582 38,568
INVESTING ACTIVITIES:
Purchases of property and equipment ( 37,401 ) ( 64,222 )
Purchases of short-term investments ( 30,976 ) ( 8,502 )
Net payments from swaps designated as net investment hedges — ( 432 )
Net cash used in investing activities ( 68,377 ) ( 73,156 )
FINANCING ACTIVITIES:
Proceeds from borrowings of long-term indebtedness 95,800 671,000
Payments on debt ( 126,463 ) ( 69,819 )
Repayments of convertible debt — ( 574,983 )
Payment of debt issuance costs ( 275 ) ( 3,930 )
Purchases of treasury stock — ( 221 )
Payments for contingent considerations ( 6,842 ) ( 16,451 )
Proceeds from exercised stock options and employee stock purchase plan 760 957
Cash taxes paid in net equity settlement ( 1,789 ) ( 2,560 )
Net cash (used in) provided by financing activities ( 38,809 ) 3,993
Effect of exchange rate changes on cash and cash equivalents ( 4,183 ) 16,406
Net increase (decrease) in cash and cash equivalents 17,213 ( 14,189 )
Cash and cash equivalents at beginning of period 235,048 246,375
Cash and cash equivalents at end of period $ 252,261 $ 232,186
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
(Dollars in thousands)
Nine Months Ended September 30, 2026
Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity
Shares Amount Shares Amount
Balance, January 1, 2026 92,286 $ 923 ( 14,399 ) $ ( 689,210 ) $ 1,338,386 $ ( 30,077 ) $ 423,441 $ 1,043,463
Net loss — — — — — — ( 4,617 ) ( 4,617 )
Other comprehensive loss, net of tax — — — — — ( 863 ) — ( 863 )
Issuance of common stock through employee stock purchase plan 64 1 — — 760 — — 761
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 176 ) ( 2 ) 43 2,088 ( 3,461 ) — — ( 1,375 )
Share-based compensation — — — — 5,037 — — 5,037
Balance, March 31, 2026 92,174 $ 922 ( 14,356 ) $ ( 687,122 ) $ 1,340,722 $ ( 30,940 ) $ 418,824 $ 1,042,406
Net Income — — — — — — 4,482 4,482
Other comprehensive loss, net of tax — — — — — ( 9,257 ) — ( 9,257 )
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 44 ) ( 1 ) 5 204 ( 417 ) — — ( 214 )
Share-based compensation
— — — — 5,960 — — 5,960
Balance, June 30, 2026 92,130 $ 921 ( 14,351 ) $ ( 686,918 ) $ 1,346,265 $ ( 40,197 ) $ 423,306 $ 1,043,377
Net Income — — — — — — 14,852 14,852
Other comprehensive income, net of tax — — — — — 5,684 — 5,684
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 32 ) — 59 2,829 ( 3,029 ) — — ( 200 )
Share-based compensation — — — — 2,904 — — 2,904
Balance, September 30, 2026 92,098 $ 921 ( 14,292 ) $ ( 684,089 ) $ 1,346,140 $ ( 34,513 ) $ 438,158 $ 1,066,617
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Nine Months Ended September 30, 2025
Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity
Shares Amount Shares Amount
Balance, January 1, 2025 91,609 $ 916 ( 14,445 ) $ ( 691,411 ) $ 1,323,431 $ ( 27,571 ) $ 939,915 $ 1,545,280
Net loss — — — — — — ( 25,293 ) ( 25,293 )
Other comprehensive income, net of tax — — — — — 3,465 — 3,465
Issuance of common stock through employee stock purchase plan 44 — — — 957 — — 957
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 483 5 21 1,032 ( 3,167 ) — — ( 2,130 )
Share-based compensation — — — — 1,860 — — 1,860
Balance, March 31, 2025 92,136 $ 921 ( 14,424 ) $ ( 690,379 ) $ 1,323,081 $ ( 24,106 ) $ 914,622 $ 1,524,139
Net loss — — — — — — ( 484,073 ) ( 484,073 )
Other comprehensive loss, net of tax — — — — — ( 6,801 ) — ( 6,801 )
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 201 2 8 345 ( 571 ) — — ( 224 )
Share-based compensation
— — — — 5,341 — — 5,341
Other adjustments — — — — 279 — — 279
Balance, June 30, 2025 92,337 923 ( 14,416 ) ( 690,034 ) 1,328,130 ( 30,907 ) 430,549 1,038,661
Net loss — — — — — — ( 5,404 ) ( 5,404 )
Other comprehensive income, net of tax — — — — — ( 1,068 ) — ( 1,068 )
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 86 ) — — 9 ( 207 ) — — ( 198 )
Share-based compensation — — — — 5,583 — — 5,583
Accelerated shares repurchased — — — — — — — —
Balance, September 30, 2025 92,251 923 ( 14,416 ) ( 690,025 ) 1,333,506 ( 31,975 ) 425,145 1,037,574
The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Basis of Presentation
General
The terms “we,” “our,” “us,” “Company” and “Integra” refer to Integra LifeSciences Holdings Corporation, a Delaware corporation, and its subsidiaries unless the context suggests otherwise.
In the opinion of management, the September 30, 2026 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, statement of changes in shareholders’ equity, results of operations and cash flows of the Company for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. The consolidated balance sheet as of December 31, 2025 was derived from audited financial statements but does not include all disclosures required by GAAP. Operating results for the three and nine-months period ended September 30, 2026 are not necessarily indicative of the results to be expected for the entire year.
The preparation of consolidated financial statements is in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the unaudited condensed consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets including amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows and depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments, valuation of contingent liabilities, the fair value of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results could differ from these estimates.
Recent Accounting Pronouncements
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 (“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. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on 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.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
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.
Cash and cash equivalents
The Company had cash and cash equivalents, primarily consisting of cash on-hand, as well as time deposits with original maturities of three months or less and money market funds, which are highly liquid and readily convertible to cash, totaling $ 252.3 million and $ 235.0 million at September 30, 2026 and December 31, 2025, respectively.
Short-term investments
The Company had short-term investments, primarily consisting of time deposits with original maturities between three months and one year, totaling $ 59.7 million and $ 28.7 million at September 30, 2026 and December 31, 2025, respectively. The short-term investments are valued based on Level 1 measurements in the fair value hierarchy.
IEEPA tariff refund receivable
In February 2026, the U.S. Supreme Court ruled to invalidate the U.S. administration’s tariff program implemented during 2025 under the International Emergency Economic Powers Act (“IEEPA”), concluding that IEEPA did not authorize the broad import duties previously imposed. Subsequent to the U.S. Supreme Court ruling, the U.S. Court of International Trade issued an order directing U.S. Customs and Border Protection (“CBP”) to establish an administrative process to issue refunds of any IEEPA tariffs imposed without appropriate authority. On April 20, 2026, the CBP launched an online portal referred to as the Consolidated Administration and Processing of Entries (“CAPE”) that can be used to submit IEEPA tariff refund requests. All requests will be reviewed by the CBP to determine validity prior to the issuance of refunds.
Any tariffs paid have been capitalized in inventory and have been recognized in cost of goods sold as those products subject to tariffs have been sold. In the first quarter of 2026, the Company applied the guidance within FASB Topic 405-20, Liabilities - Extinguishments of Liabilities (“ASC 405-20”). As a result, the Company recognized a receivable of $ 19.0 million, recorded in other current assets, for tariffs previously paid on imported goods that are subject to refund. Of this amount, $ 3.4 million had been previously expensed in 2025 to cost of goods sold and $ 15.6 million would have been expensed in the current year. These adjustments relate to the legal right to receive a refund of IEEPA tariffs previously imposed on the Company without appropriate authority. During the nine months ended September 30, 2026, the Company received cash refunds of $ 16.2 million, which reduced the receivable balance, and recognized cash interest receipts of $ 0.7 million associated with those refunds.
Employee termination benefits
In the first quarter of 2026, the Company adopted a written severance plan that covers most U.S. employees. In situations outside the U.S., the Company has severance policies that meet or exceed the minimum statutory termination benefits requirements by country that must be paid to the affected employees. The Company records employee severance costs associated with restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits. Charges associated with these restructuring 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 the Company’s severance policies based on management’s discretion, the Company records these termination costs once communication is made to the affected employees.
The timing of the recognition of charges for employee severance costs other than minimum statutory benefits depends on whether the affected employees are required to render service beyond their legal notification period in order to receive the benefits. If affected employees are required to render service beyond their legal notification period, charges are recognized over the future service period. Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The Company incurred employee termination costs related to restructuring activities in the consolidated statement of operations for the nine months ended September 30, 2026 and 2025. The following table summarizes the activity in the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the nine months ended September 30, 2026 and 2025.
Nine Months Ended September 30,
(Dollars in thousands) 2026 2025
Balance, beginning of the year $ 10,774 $ 5,151
Charges:
Cost of Goods Sold 537 113
Research and development 662 417
Selling, general and administrative 6,070 6,780
Payments and other adjustments ( 13,544 ) ( 8,129 )
Balance, end of the period $ 4,499 $ 4,332
Segment information
In the third quarter of 2026, the Company renamed its Private Label business in the Tissue Reconstruction reportable segment to Corporate Partnerships. The business name change did not result in any change to the composition of the reportable segments and has no impact on previously reported financial information.
In the first quarter of 2026, the Company updated the allocation of certain cost and expense information from the Corporate and Other category to the Company’s two reportable segments to align with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages the business. As a result of this update, the Company retrospectively recast prior period results, by segment, to conform to the current period presentation. This update had no impact on the Company’s consolidated results of operations. See Note 14. Segment and Geographic Information , for details of the reallocation of certain cost of goods sold and operating expense information to the Company’s reportable segments.
In addition, during the first quarter of 2026, the Company renamed its Codman Specialty Surgical reportable segment to Specialty Surgery and its Tissue Technologies reportable segment to Tissue Reconstruction to better align with the reportable segments’ business activities, structures, and strategies. The reportable segment name change did not result in any change to the composition of the reportable segments and has no impact on previously reported financial information.
Note 2. Revenue From Contracts with Customers
Summary of Accounting Policies on Revenue Recognition
Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services.
Performance Obligations
The Company’s performance obligations consist mainly of transferring control of goods and services identified in the contracts, purchase orders, or invoices. The Company has no significant multi-element contracts with customers.
Significant Estimates
Usage-based royalties and licenses are estimated based on the provisions of contracts with customers and recognized in the same period that the royalty-based products are sold by the Company’s strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information, and expected sales trends. Differences between actual reported licensee sales and those that were estimated are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant.
The Company estimates returns, price concessions, and discount allowances using the expected value method based on historical trends and other known factors. Rebate allowances are estimated using the most likely method based on each customer contract.
The Company’s return policy, as set forth in its product catalogs and sales invoices, requires review and authorization in advance prior to the return of product. Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally 90 days.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the goods or services will be one year or less. The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers.
Contract Assets and Liabilities
Revenues recognized from the Company’s private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet. Upon invoicing to the customer, the balance is recorded in trade receivable, net in the consolidated balance sheet.
Other operating revenues may include fees received under service agreements. 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 contract liability.
The following table summarizes the changes in the contract asset and liability balances for the nine months ended September 30, 2026:
Dollars in thousands Total
Contract Asset
Contract asset, January 1, 2026
$ 6,844
Transferred to trade receivables from contract asset included in beginning-of-the-year contract asset $ ( 6,844 )
Contract asset, net of transferred to trade receivables on contracts during the period $ 5,040
Contract asset, September 30, 2026
$ 5,040
Contract Liability
Contract liability, January 1, 2026
$ 23,010
Recognition of revenue included in beginning-of-the-year contract liability $ ( 9,393 )
Contract liability, net of revenue recognized on contracts during the period $ 7,898
Foreign currency translation $ 9
Contract liability, September 30, 2026
$ 21,524
As of September 30, 2026, the short-term portion of the contract liability of $ 12.1 million, representing 56 % 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 $ 9.4 million, representing the remaining balance to be recognized thereafter, is included in other liabilities in the consolidated balance sheet.
Shipping and Handling Fees
The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in the cost of goods sold.
Product Warranties
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. The warranties are not considered a separate performance obligation. The Company estimates its product warranties using the expected value method based on historical trends and other known factors. The Company includes them in accrued expenses and other current liabilities in the consolidated balance sheet.
Taxes Collected from Customers
The Company elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Disaggregated Revenue
The following table presents revenues disaggregated by the major sources of revenues for the three and nine months ended September 30, 2026 and 2025 (dollar amounts in thousands):
Three Months Ended September 30, 2026 Three Months Ended September 30, 2025 Nine Months Ended September 30, 2026 Nine Months Ended September 30, 2025
Neurosurgery $ 214,097 $ 201,563 $ 625,556 $ 601,466
Surgical Instruments 49,662 50,151 151,701 154,181
ENT Solutions 40,361 40,869 119,268 121,557
Total Specialty Surgery 304,120 292,583 896,525 877,204
Wound Reconstruction Solutions 81,529 83,988 242,480 243,514
Corporate Partnerships 25,533 25,491 82,856 79,602
Total Tissue Reconstruction 107,062 109,479 325,336 323,116
Total Revenue $ 411,182 $ 402,062 $ 1,221,861 $ 1,200,320
See Note 14. Segment and Geographic Information for details of revenues based on the location of the customer.
Note 3. Inventories
Inventories, net consisted of the following:
Dollars in thousands September 30, 2026 December 31, 2025
Finished goods $ 257,545 $ 262,614
Work in process 92,446 99,348
Raw materials 114,463 130,773
Total inventories, net $ 464,454 $ 492,735
Note 4. Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill for the nine-month period ended September 30, 2026 were as follows:
Dollars in thousands Specialty Surgery Tissue Reconstruction Total
Goodwill at December 31, 2025 $ 344,167 $ 270,990 $ 615,157
Foreign currency translation ( 4,101 ) ( 3,229 ) ( 7,330 )
Goodwill at September 30, 2026
$ 340,066 $ 267,761 $ 607,827
In accordance with FASB Topic 350, Intangibles—Goodwill and Other (“ASC 350”), goodwill is not subject to amortization but is tested for impairment at the reporting unit level annually in the third quarter. Additionally, the Company may perform interim tests of goodwill for impairment if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit below its carrying amount. The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. 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. The qualitative evaluation is an assessment of factors, including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass this qualitative evaluation for some or all of its reporting units and perform a quantitative test. The quantitative test uses a combination of both an income approach and a market approach to determine the fair value of the reporting unit. The income approach utilizes the estimated discounted cash flows for the reporting unit, while the market approach utilizes comparable publicly-traded companies’ revenue and earnings
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. Estimates and assumptions used in the income approach to calculate projected future discounted cash flows included revenue growth rates, cost of sales, terminal growth rates, and a discount rate for each reporting unit. Discount rates are determined using a weighted average cost of capital for risk factors specific to each reporting unit and other market and industry data. 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. Level 3 inputs are supported by limited or no market activity and reflect the Company’s assumptions in measuring fair value.
During the third quarter of 2026, the Company performed its annual test of its reporting units for impairment. The Company elected to bypass the qualitative evaluations of its Tissue Reconstruction and Neurosurgery reporting units for impairment and perform quantitative tests. The Instruments and ENT reporting unit had been deemed fully-impaired during the second quarter of 2025 and was excluded from this evaluation. The quantitative test for the Tissue Reconstruction reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 13.0 % in the income approach. The Company determined, after performing the quantitative analysis, that the fair value of the Tissue Reconstruction reporting unit was not less than its carrying amount, with 11.3 % headroom. The quantitative test for the Neurosurgery reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 13.0 % 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 15.3 % headroom. Based on the results of these quantitative tests, the Company recorded no impairment of goodwill for Tissue Reconstruction or Neurosurgery 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 Reconstruction reporting unit by 3.8 % and a decrease to the estimated fair value of the Neurosurgery reporting unit by 3.0 %. Based on the results of the hypothetical sensitivity analyses, the estimated fair values of both reporting units remained greater than their carrying values, and no goodwill impairment charge would have been required.
The Company recognized an aggregate charge of $ 511.4 million in goodwill impairment expense in the consolidated statement of operations during 2025.
Other Intangible Assets
The components of the Company’s identifiable intangible assets were as follows:
September 30, 2026
Dollars in thousands Weighted
Average
Life Cost Accumulated
Amortization Net
Completed technology 17 years $ 1,471,620 $ ( 694,598 ) $ 777,022
Customer relationships 12 years 168,587 ( 148,293 ) 20,294
Trademarks/brand names 27 years 102,164 ( 50,533 ) 51,631
Codman tradename Indefinite 175,138 — 175,138
Supplier relationships 30 years 30,211 ( 20,838 ) 9,373
All other 6 years 23,244 ( 16,066 ) 7,178
$ 1,970,964 $ ( 930,328 ) $ 1,040,636
December 31, 2025
Dollars in thousands Weighted
Average
Life Cost Accumulated
Amortization Net
Completed technology 17 years $ 1,486,304 $ ( 632,204 ) $ 854,100
Customer relationships 12 years 169,369 ( 145,187 ) 24,182
Trademarks/brand names 27 years 103,454 ( 47,799 ) 55,655
Codman tradename Indefinite 179,959 — 179,959
Supplier relationships 30 years 30,211 ( 20,104 ) 10,107
All other 6 years 23,434 ( 12,774 ) 10,660
$ 1,992,731 $ ( 858,068 ) $ 1,134,663
13
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Intangible Assets with Indefinite Lives
The Company does not amortize intangible assets with indefinite lives but tests its intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC 350. Additionally, the Company performs interim tests of its intangible assets with indefinite lives for impairment if an event occurs or circumstances change that could potentially reduce the fair value of an indefinite lived intangible asset below its carrying amount. The Company tests for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount. The Company may elect to bypass this qualitative evaluation and perform a quantitative test.
During the third quarter of 2026, the Company performed its annual test of its intangible assets with indefinite lives for impairment. The Company elected to bypass the qualitative evaluation for its Codman tradename intangible asset and perform a quantitative test. In performing this test, the Company utilized a discount rate of 14.0 %. The assumptions used in evaluating the Codman tradename for impairment are subject to change and are tracked against historical results by management. Based on the results of the quantitative test, the Company recorded no impairment to the Codman tradename intangible asset.
The Company did not recognize any impairment charges on its intangible assets with indefinite lives during 2025.
Intangible Assets with Definite Lives
Developed technologies and other definite-lived intangible assets are amortized over their estimated useful lives either using the straight-line method or, if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Definite-lived intangible assets are periodically evaluated for impairment in accordance with FASB Topic 360, Property, Plant and Equipment (“ASC 360”) whenever events or changes in circumstances indicate that a definite-lived intangible asset’s carrying value may not be recoverable.
Total amortization of intangible assets for the three and nine months ended September 30, 2026 was $ 26.8 million and $ 80.8 million, respectively. Of this amount, $ 23.1 million and $ 69.5 million, respectively, was related to amortization of technology based intangibles and included in cost of goods sold.
Total amortization of intangible assets for the three and nine months ended September 30, 2025 was $ 26.9 million and $ 80.1 million, respectively. Of this amount, $ 23.1 million and $ 69.0 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 $ 26.7 million for the remainder of 2026, $ 106.1 million in 2027, $ 102.5 million in 2028, $ 97.2 million in 2029, $ 91.1 million in 2030, $ 88.1 million in 2031 and $ 357.1 million thereafter.
Note 5. Debt
Amendment to the Seventh Amended and Restated Senior Credit Agreement
On March 24, 2023, the Company entered into the March 2023 Amendment of the Senior Credit Facility with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent. The March 2023 Amendment of 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 Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and, at September 30, 2026, the Company was in compliance with all such covenants.
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 (the “June 2025 Amendment”) 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:
14
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio
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:
i. 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
ii. The highest of:
1. the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50 %;
2. the prime lending rate of Bank of America, N.A.; or
3. the one-month Term SOFR plus 1.00 %.
The applicable rates are based on the Company’s Consolidated Total Leverage Ratio for the period of four consecutive fiscal quarters ending on such date.
The Company will pay an annual commitment fee (ranging from 0.15 % to 0.33 % during the Covenant Relief Period and from 0.15 % to 0.30 % thereafter), based on the Company’s Consolidated Total Leverage Ratio, on the amount available for borrowing under the revolving credit facility component of the Senior Credit Facility.
In connection with the June 2025 Amendment, the Company incurred $ 3.9 million in fees to creditors and third parties.
The Company continues to have the aggregate principal amount of up to approximately $ 2.1 billion available to it through the following facilities: (i) a $ 775.0 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 the Company may pay.
At September 30, 2026 and December 31, 2025, there wa s $ 1,050.0 million and $ 1,045.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility and $ 697.5 million and $ 726.6 million, respectively, outstanding under the term loan component of the Senior Credit Facility. The weighted average interest rate on the outstanding borrowings under the Senior Credit Facility was 5.6 % and 5.7 %, respectively. As of September 30, 2026 and December 31, 2025, there was $ 48.4 million and $ 38.8 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the condensed consolidated balance sheet.
As of September 30, 2026 and December 31, 2025, letters of credit outstanding to taled $ 3.1 million and $ 3.0 million, respectively. There were no amounts drawn under the letters of credit outstanding as of September 30, 2026.
Contractual repayments of the term loan component of the Senior Credit Facility are due as follows:
As of September 30, 2026
Principal Repayment
Dollars in thousands
Remainder of 2026
$ 9,688
2027
53,281
2028
634,531
$ 697,500
15
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 9.8 million for the remainder of 2026, $ 37.7 million in 2027 and $ 8.2 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
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, 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”). The cost of the call transactions was $ 104.2 million for the 2025 Notes. The Company received $ 44.5 million of proceeds from the warrant transactions for the 2025 Notes. The call transactions involved purchasing call options from the hedge participants, and the warrant transactions involved selling call options to the hedge participants with a higher strike price than the purchased call options. The initial strike price of the call transactions was $ 73.67 , subject to anti-dilution adjustments substantially similar to those in the 2025 Notes. The initial strike price of the warrant transactions was $ 113.34 for the 2025 Notes, subject to customary anti-dilution adjustments. The call transactions entered into with the hedge participants expired in August 2025 and the warrant transactions entered into with the hedge participants expired ratably over the period from November 2025 through February 2026.
Securitization Facility
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. From time to time, the SPE may finance such accounts receivable with a revolving loan facility secured by a pledge of such accounts receivable. The amount of outstanding borrowings on the Securitization Facility at any one time is limited to $ 150.0 million. The Securitization Facility Agreement (“Securitization Agreement”) governing the Securitization Facility contains certain covenants and termination events. An occurrence of an event of default or a termination event under this Securitization Agreement may give rise to the right of its counterparty to terminate this facility. As of September 30, 2026, the Company was in compliance with the covenants and none of the termination events had occurred.
On April 10, 2026, the Company entered into an amendment to the Securitization Facility Agreement with a syndicate of lending banks with PNC Bank, N.A., as Administrative Agent (the “2026 Securitization Facility Amendment”). The 2026 Securitization Facility Amendment extended the maturity date from December 15, 2026 to April 10, 2029 and modified the terms of certain financial covenants and termination events but did not increase the borrowing capacity available to the Company under the Securitization Facility. Under the terms of the 2026 Securitization Facility Amendment, fees on the Company’s borrowings drawn under the Securitization Facility were modified and will range between 95 basis points and 125 basis points based upon the Company’s Consolidated Total Leverage Ratio. The Company incurred approximately $ 0.3 million of new issuance costs associated with the 2026 Securitization Facility Amendment which will be amortized over the remaining term of the Securitization Agreement as amended.
At September 30, 2026 and December 31, 2025, the Company had $ 81.2 million and $ 87.8 million, respectively, of outstanding borrowings under its Securitization Facility with an interest rate of 5.2 % and 4.8 %, respectively.
Debt Issuance Costs
Debt issuance costs associated with the Senior Credit Facility (other than the revolving credit facility component) 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.
16
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Estimated Fair Value of Debt Measurements
The carrying amounts and the estimated fair values of debt as of September 30, 2026 and December 31, 2025 are as follows:
September 30, 2026 December 31, 2025
Fair Value Measurement Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
Dollars in thousands
Senior credit facility - term loan Level 2 $ 697,500 $ 695,522 $ 726,563 $ 725,480
Senior credit facility - revolving component Level 2 1,050,000 1,046,855 1,045,000 1,043,340
Securitization Level 2 81,200 78,906 87,800 86,678
Subtotal $ 1,828,700 $ 1,821,283 $ 1,859,363 $ 1,855,498
Debt issuance costs ( 2,112 ) ( 3,257 )
Total debt $ 1,826,588 $ 1,821,283 $ 1,856,106 $ 1,855,498
Debt Refinancing
In October 2026, the Company completed a comprehensive refinancing of its Senior Credit Facility through the execution of a new Amended and Restated Credit Agreement (the “October 2026 Credit Agreement”) and a private offering of $ 450.0 million aggregate principal amount of 9.5 % Senior Secured Notes due 2033 (the “2033 Notes”). The refinancing extends the Company’s debt maturity profile, enhances liquidity, and provides additional financial flexibility to support ongoing operations and strategic priorities. Proceeds from the October 2026 Credit Agreement and 2033 Notes were used to refinance the existing Senior Credit Facility and pay related transaction fees and expenses.
The October 2026 Credit Agreement includes a Term Loan A facility of $ 600.0 million with a maturity date of October 19, 2031, a Term Loan B facility of $ 450.0 million with a maturity date of October 19, 2033, and a revolving credit facility of $ 600.0 million with a maturity date of October 19, 2031. The October 2026 Credit Agreement is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries.
The Term Loan A and the revolving credit facility are subject to various financial and negative covenants, including leverage and interest coverage requirements. Under the terms of the October 2026 Credit Agreement, the Company is required to maintain a minimum Consolidated Total Leverage Ratio (as defined in the October 2026 Credit Agreement) for the period of four consecutive fiscal quarters ending on such date based on the following:
Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio
September 30, 2026 4.75 to 1.00
December 31, 2026 4.50 to 1.00
March 31, 2027 through December 31, 2027 4.25 to 1.00
The last day of each fiscal quarter thereafter 4.00 to 1.00
The 2033 Notes mature on November 1, 2033 and bear interest at the rate of 9.5 % per annum payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2027. The 2033 Notes will be redeemable, in whole or in part, at the Company’s option, at any time on or after November 1, 2029, at the following redemption prices, plus accrued and unpaid interest thereon, to, but excluding, the redemption date:
Period Redemption price
on the principal amount of 2033 Notes to be redeemed
November 1, 2029 through October 31, 2030 104.75 %
November 1, 2030 through October 31, 2031 102.38 %
November 1, 2031 and thereafter 100.00 %
17
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Note 6. Derivative Instruments
Interest Rate Hedging
The Company’s interest rate risk relates to U.S. dollar denominated variable interest rate borrowings. The Company uses interest rate swap derivative instruments to manage earnings and cash flow exposure resulting from changes in interest rates. These interest rate swaps apply a fixed interest rate on a portion of the Company’s expected SOFR-indexed borrowings. 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 September 30, 2026 and December 31, 2025 (dollar amounts in thousands):
September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Hedged Item Notional Amount Effective Date Termination Date Fixed Interest Rate Estimated Fair Value
Asset (Liability)
1-month Term SOFR Loan 100,000 100,000 December 30, 2022 December 31, 2027 2.885 % 2,107 950
1-month Term SOFR Loan 100,000 100,000 December 30, 2022 December 31, 2027 2.867 % 2,167 1,006
1-month Term SOFR Loan 575,000 575,000 July 31, 2025 December 31, 2027 1.415 % 22,722 22,094
1-month Term SOFR Loan 125,000 125,000 July 1, 2025 December 31, 2027 1.404 % 4,958 4,825
Basis Swap (1)
— — March 24, 2023 December 31, 2027 N/A ( 981 ) ( 1,629 )
$ 900,000 $ 900,000 $ 30,973 $ 27,246
(1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time
The interest rate swaps are 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”). Related gain/loss amounts recognized in AOCI and earnings are presented in the Effects of Derivative Instruments table below. The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2026 within the next twelve months is $ 24.7 million.
The Company has designated these derivative instruments as cash flow hedges. The Company assesses the effectiveness of these derivative instruments and has recorded the changes in the fair value of the derivative instrument designated as a cash flow hedge as unrealized gains or losses in AOCI, net of tax, until the hedged item affected earnings, at which point any gain or loss was reclassified to earnings. If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the remaining amount of any gain or loss on the related cash flow hedge recorded in AOCI to interest expense at that time.
Foreign Currency Hedging
From time to time, the Company enters into foreign currency hedge contracts intended to protect the U.S. dollar value of certain forecasted foreign currency denominated transactions. The Company assesses the effectiveness of the contracts that are designated as hedging instruments. The changes in fair value of foreign currency cash flow hedges are recorded in AOCI, net of tax. Those amounts are subsequently reclassified to earnings from AOCI as impacted by the hedged item when the hedged item affects earnings. If the hedged forecasted transaction does not occur or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. For contracts not designated as hedging instruments, the changes in fair value of the contracts are recognized in other income, net in the consolidated statements of operation, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.
The success of the Company’s hedging activities depends on anticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activities during periods of currency volatility. In addition, changes in currency exchange rates related to any unhedged transactions may affect earnings and cash flows.
18
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Cross-Currency Rate Swaps
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. 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. dollars. 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.
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. dollars. 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 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. 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. dollars. 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.
The Company held the following cross-currency rate swaps as of September 30, 2026 and December 31, 2025 (dollar amounts in thousands):
September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value
Asset (Liability)
Pay CHF February 20, 2025 December 20, 2030 3.25 % 287,887 305,137 ( 39,766 ) ( 54,149 )
Receive U.S.$ 6.14 % 323,178 342,543
Pay CHF November 10, 2025 September 30, 2030 4.00 % 56,644 56,644 ( 1,147 ) ( 2,684 )
Receive U.S.$ 7.11 % 70,000 70,000
Pay CHF November 10, 2025 September 29, 2028 3.00 % 72,828 80,920 $ 790 $ ( 2,834 )
Receive U.S.$ 6.23 % 90,000 100,000
Total $ ( 40,123 ) $ ( 59,667 )
19
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The cross-currency swaps designated as cash flow hedges are carried on the consolidated balance sheet at fair value, and changes in the fair values were recorded as unrealized gains or losses in AOCI. Related gain/loss amounts recognized in AOCI and earnings are presented in the Effects of Derivative Instruments table below. The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of September 30, 2026 within the next twelve months is $ 11.4 million.
For the three and nine months ended September 30, 2026, the Company recorded gains of $ 14.8 million and $ 31.3 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans. For the three and nine months ended September 30, 2025, the Company recorded a gain of $ 2.8 million and a loss of $( 47.1 ) million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.
For the three and nine months ended September 30, 2026, the Company recorded gains of $ 3.7 million and $ 10.7 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. For the three and nine months ended September 30, 2025, the Company recorded gains of $ 2.3 million and $ 5.7 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.
Net Investment Hedges
The Company manages certain foreign exchange risks through a variety of strategies, including hedging. 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 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 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.
The Company held the following cross-currency rate swaps designated as net investment hedges as of September 30, 2026 and December 31, 2025, respectively (dollar amounts in thousands):
September 30, 2026 December 31, 2025 September 30, 2026 December 31, 2025
Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value
Asset (Liability)
Pay CHF May 26, 2022 December 16, 2028 — % CHF 192,140 192,140 ( 36,019 ) ( 47,619 )
Receive U.S.$ 1.94 % $ 200,000 200,000
Pay CHF November 17, 2023 December 17, 2029 — % CHF 66,525 66,525 ( 8,260 ) ( 10,568 )
Receive U.S.$ 2.54 % $ 75,000 75,000
Pay CHF May 6, 2024 December 18, 2030 — % CHF 68,483 68,483 ( 10,704 ) ( 12,407 )
Receive U.S.$ 2.74 % $ 75,000 75,000
Pay CHF February 21, 2025 December 15, 2031 — % CHF 67,800 67,800 ( 8,593 ) ( 9,394 )
Receive U.S.$ 3.24 % $ 75,000 75,000
Pay CHF July 25, 2025 December 15, 2032 — % CHF 59,693 59,693 ( 1,987 ) ( 2,211 )
Receive U.S.$ 2.66 % $ 75,000 75,000
Total $ ( 65,563 ) $ ( 82,199 )
20
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The net investment hedges are carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI. Related gain/loss amounts recognized in AOCI and earnings are presented in the Effects of Derivative Instruments table below. The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2026 within the next twelve months is $ 10.6 million.
Foreign Currency Forward Contracts
The Company has entered into forward contracts designated as cash flow hedges for forecasted purchases in foreign currencies, primarily CHF-denominated intercompany purchases. These contracts typically settle at various dates within twelve months of execution. As of September 30, 2026, the notional amount of foreign currency forward contracts was CHF 18.2 million. The foreign currency forward contracts are carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI. The changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs.
For the three months ended September 30, 2026 and 2025, amounts reclassified to earnings included (i) the effective hedge component amounts of $ 0.1 million and $ 0.2 million, respectively, within cost of goods sold, and (ii) forward‑points amortization of $( 0.2 ) million and $( 0.2 ) million, respectively, within other income (expense), net. For the nine months ended September 30, 2026 and 2025, amounts reclassified to earnings included (i) the effective hedge component amounts of $ 0.9 million and $ 0.2 million respectively, within cost of goods sold, and (ii) forward‑points amortization of $( 0.5 ) million and $( 0.6 ) million, respectively, within other income (expense), net. Related gain/loss amounts recognized in AOCI and earnings are presented in the Effects of Derivative Instruments table below.
Counterparty Credit Risk
The Company manages its concentration of counterparty credit risk on its derivative instruments by limiting acceptable counterparties to a group of major financial institutions with investment grade credit ratings, and by actively monitoring their credit ratings and outstanding positions on an ongoing basis. Therefore, the Company considers the credit risk of the counterparties to be low. Furthermore, none of the Company’s derivative transactions are subject to collateral or other security arrangements, and none contain provisions that depend upon the Company’s credit ratings from any credit rating agency.
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 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. The Company performs ongoing assessments of counterparty credit risk.
21
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025:
Fair Value as of
Location on Balance Sheet (1) :
September 30, 2026 December 31, 2025
Dollars in thousands
Derivatives designated as hedges — Assets:
Prepaid expenses and other current assets
Cash Flow Hedges
Interest rate swap
$ 25,614 $ 16,126
Cross-currency swap 9,746 8,325
Foreign currency forward contracts — 29
Net Investment Hedges
Cross-currency swap 7,663 7,474
Other assets
Cash Flow Hedges
Interest rate swap 6,340 12,749
Total derivatives designated as hedges — Assets $ 49,363 $ 44,703
Derivatives designated as hedges — Liabilities:
Accrued expenses and other current liabilities
Cash Flow Hedges
Interest rate swap $ 925 $ 1,103
Foreign currency forward contracts 776 —
Net Investment Hedges
Cross-currency swap 4,794 8,798
Other liabilities
Cash Flow Hedges
Interest rate swap 56 526
Cross-currency swap 49,869 67,992
Net Investment Hedges
Cross-currency swap 68,432 80,875
Total derivatives designated as hedges — Liabilities $ 124,852 $ 159,294
(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.
22
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Effects of Derivative Instruments
The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2026 and 2025:
Dollars in thousands Balance in AOCI
Beginning of
Quarter Amount of
Gain (Loss)
Recognized in
AOCI Amount of Gain (Loss)
Reclassified from
AOCI into
Earnings Balance in AOCI
End of Quarter Location in
Statements of
Operations
Three Months Ended September 30, 2026
Cash Flow Hedges
Interest rate swap $ 29,641 $ 5,809 $ 4,476 $ 30,974 Interest expense
Cross-currency swap ( 14,530 ) 17,646 21,409 ( 18,293 ) Other income, net
Foreign Currency Forward Contract ( 806 ) ( 741 ) ( 157 ) ( 1,390 ) Cost of sales
Net Investment Hedges
Cross-currency swap ( 89,483 ) 16,114 3,136 ( 76,505 ) Interest income
$ ( 75,178 ) $ 38,828 $ 28,864 $ ( 65,214 )
Three Months Ended September 30, 2025
Cash Flow Hedges
Interest rate swap $ 35,051 $ 1,253 $ 4,629 $ 31,675 Interest expense
Cross-currency swap ( 14,767 ) 9,033 5,046 ( 10,780 ) Other income, net
Foreign Currency Forward Contract $ 1,906 $ ( 162 ) $ — $ 1,744
Net Investment Hedges
Cross-currency swap ( 96,173 ) 4,955 3,407 ( 94,625 ) Interest income
$ ( 73,983 ) $ 15,079 $ 13,082 $ ( 71,986 )
Dollars in thousands Balance in AOCI
Beginning of
Year Amount of
Gain (Loss)
Recognized in
AOCI Amount of Gain (Loss)
Reclassified from
AOCI into
Earnings Balance in AOCI
End of Quarter Location in
Statements of
Operations
Nine Months Ended September 30, 2026
Cash Flow Hedges
Interest rate swap $ 27,247 $ 16,920 $ 13,193 $ 30,974 Interest expense
Cross-currency swap ( 6,583 ) 28,423 40,133 ( 18,293 ) Other income (expense), net
Foreign currency forward contract 727 ( 1,740 ) 377 ( 1,390 ) Cost of sales
Net Investment Hedges
Cross-currency swap ( 93,141 ) 25,976 9,340 ( 76,505 ) Interest income
$ ( 71,750 ) $ 69,579 $ 63,043 $ ( 65,214 )
Nine Months Ended September 30, 2025
Cash Flow Hedges
Interest rate swap $ 48,794 $ ( 9,630 ) $ 7,489 $ 31,675 Interest expense
Cross-currency swap ( 11,621 ) ( 40,504 ) ( 41,345 ) ( 10,780 ) Other income (expense), net
Foreign currency forward contract ( 624 ) $ 1,941 $ ( 427 ) 1,744
Net Investment Hedges
Cross-currency swap ( 31,130 ) ( 54,356 ) 9,139 ( 94,625 ) Interest income
$ 5,419 $ ( 102,549 ) $ ( 25,144 ) $ ( 71,986 )
23
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Derivative Instruments not Designated Hedges
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 September 30, 2026, the Company did not have any derivative instruments outstanding that were not designated as hedging instruments. As of December 31, 2025, the fair value of the foreign currency swaps not designated as hedges was $ 1.0 million.
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. In connection with the settlement of the related intercompany loan, the Company fully settled and unwound the derivative during the second quarter of 2026.
The following table summarizes the gains and losses on derivative instruments not designated as hedges on the condensed consolidated statements of income, which was included in other income:
Dollars in thousands Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Foreign currency forward contracts ( 187 ) ( 170 ) ( 10 ) ( 1,865 )
Foreign currency swaps — $ ( 57 ) ( 75 ) $ ( 39 )
Total $ ( 187 ) $ ( 227 ) $ ( 85 ) $ ( 1,904 )
Note 7. Stock Based Compensation
As of September 30, 2026, the Company had stock options, restricted stock awards, performance stock units and restricted stock units outstanding under the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan, as amended (the “2003 Plan”).
Stock options issued under the 2003 Plan become exercisable over specified periods, generally within four years from the date of grant for officers and employees, within one year from date the grant for directors which generally expire eight years from the grant date for employees, and from six to ten years for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change-in-control provisions within their grant agreements. The Company values stock option grants using the binomial distribution model. Restricted stock issued under the 2003 Plan vests over specified periods, generally three years after the date of grant. The vesting of performance stock issued under the 2003 Plan is subject to service and performance conditions.
Stock Options
As of September 30, 2026, there were approximately $ 7.4 million of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately three years . There were 765,840 stock options granted during the nine months ended September 30, 2026. For the nine months ended September 30, 2026, the weighted average grant date fair value for stock options granted was $ 8.28 per option.
Restricted Stock and Performance Stock
Performance stock units, restricted stock units and restricted stock awards generally have requisite service periods of three years , except in certain instances that result in accelerated vesting due to death, disability, retirement age provision or change-in-control provisions in their grant agreements. Performance stock units are subject to graded vesting conditions based on specific revenue and profitability targets. The Company expenses the fair value of restricted stock awards and restricted stock units on a straight-line basis over the requisite service period. As of September 30, 2026, there was approximately $ 35.6 million of total unrecognized compensation costs related to these unvested awards. The Company expects to recognize these costs over a weighted-average period of approximately two years . The Company granted 2,945,566 restricted stock units and 1,154,947 performance stock units during the nine months ended September 30, 2026. For the nine months ended September 30, 2026, the weighted average grant date fair value for restricted stock units and performance stock units granted was $ 10.82 and $ 9.65 per award, respectively.
The Company also maintains an Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions. The ESPP is a non-compensatory plan based on its terms.
24
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Note 8. Retirement Plans
The Company has various defined benefit plans which cover certain employees in France, Japan, Germany and Switzerland.
Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2026 were $ 0.4 million and $ 1.3 million. The components of the net periodic benefit costs other than the service cost component of $ 1.0 million and $ 3.0 million for the three and nine months ended September 30, 2026 are included in other income, net in the consolidated statements of operations.
Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2025 were $ 0.4 million and $ 1.1 million. The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 2.5 million for the three and nine months ended September 30, 2025 are included in other income, net in the consolidated statements of operations.
The estimated fair values of plan assets were $ 67.5 million and $ 71.7 million as of September 30, 2026 and December 31, 2025, respectively. The net plan assets of the pension plans are invested in common trusts as of September 30, 2026 and December 31, 2025. Common trusts are classified as Level 2 in the fair value hierarchy. The fair value of common trusts is valued at the net asset value based on the fair values of the underlying investments of the trusts as determined by the sponsor of the trusts. The investment strategy of the Company’s defined benefit plans is both to meet the liabilities of the plans as they fall due and to maximize the return on invested assets within an appropriate risk profile.
Deferred Compensation Plan
The Company maintains a deferred compensation plan in which certain employees of the Company may defer the payment and taxation of up to 75 % of their base salary and up to 100 % of bonus amounts and other eligible cash compensation.
This deferred compensation is invested in funds offered under this plan and is valued based on Level 1 measurements in the fair value hierarchy. Assets of the Company’s deferred compensation plan are included in other current assets and recorded at fair value based on their quoted market prices. The fair value of these assets were $ 8.1 million and $ 7.9 million as of September 30, 2026 and December 31, 2025, respectively. Offsetting liabilities relating to the deferred compensation plan are included in other liabilities.
Note 9. Leases and Related Party Leases
The Company leases administrative, manufacturing, research and distribution facilities, equipment and vehicles through operating lease agreements. The Company has no finance leases as of September 30, 2026. Many of the Company’s facility leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area or other maintenance costs). For vehicles, the Company has elected the practical expedient to group lease and non-lease components.
Most facility leases include one or more options to renew. The exercise of lease renewal options is typically at the Company’s sole discretion, therefore, the majority of renewals to extend the lease terms are not included in the Right of Use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates renewal options and when they are reasonably certain of exercise, the renewal period is included in the lease term.
As most of the Company’s leases do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
Total operating lease expense for the nine months ended September 30, 2026 and September 30, 2025 was $ 19.7 million and $ 17.8 million, respectively, which includes $ 0.2 million in related party operating lease expense.
25
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Supplemental balance sheet information related to operating leases were as follows:
Dollars in thousands, except lease term and discount rate September 30, 2026 December 31, 2025
ROU assets $ 136,134 $ 140,568
Current lease liabilities 14,592 14,019
Non-current lease liabilities 161,091 163,059
Total lease liabilities $ 175,683 $ 177,078
Weighted average remaining lease term (in years):
Leased facilities 15.1 years 15.7 years
Leased vehicles 2.6 years 2.7 years
Leased equipment 2.9 years 2.9 years
Weighted average discount rate:
Leased facilities 5.4 % 5.4 %
Leased vehicles 3.0 % 3.2 %
Leased equipment 5.5 % 6.9 %
Supplemental cash flow information related to leases for the nine months ended September 30, 2026 and 2025 were as follows:
Dollars in thousands September 30, 2026 September 30, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 13,746 $ 17,729
ROU assets obtained in exchange for lease liabilities, net of modifications:
Operating leases $ 6,119 $ 6,493
Future minimum lease payments under operating leases at September 30, 2026 were as follows:
Dollars in thousands Related Parties Third Parties Total
Remainder of 2026
$ 74 $ 5,518 $ 5,592
2027 296 23,280 23,576
2028 296 21,452 21,748
2029 246 19,677 19,923
2030 — 18,497 18,497
2031 — 17,821 17,821
Thereafter — 148,630 148,630
Total minimum lease payments $ 912 $ 254,875 $ 255,787
Less: Imputed interest 80,104
Total lease liabilities 175,683
Less: Current lease liabilities 14,592
Long-term lease liabilities 161,091
There were no future minimum lease payments under finance leases at September 30, 2026.
Related Party Leases
The Company leases one of its manufacturing facilities in Plainsboro, New Jersey, from a general partnership that is 50 % owned by a principal stockholder of the Company. The term of the current lease agreement is through October 31, 2029 at an annual rate of approximately $ 0.3 million. The current lease agreement also provides (i) a 5-year renewal option for the Company to extend the lease from November 1, 2029 through October 31, 2034 at the fair market rental rate of the premises, and (ii) another 5-year renewal option to extend the lease from November 1, 2034 through October 31, 2039 at the fair market rental rate of the premises.
26
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Note 10. Treasury Stock
As of September 30, 2026 and December 31, 2025, there were 14.3 million and 14.4 million shares of treasury stock outstanding with a cost of $ 684.1 million and $ 689.2 million, respectively, at a weighted average cost per share of $ 47.86 for both periods.
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.
Note 11. Income Taxes
The following table provides a summary of the Company’s effective tax rate:
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Reported tax rate 5.2 % 20.8 % 18.2 % 9.3 %
The Company’s effective income tax rates for the three months ended September 30, 2026 and 2025 were 5.2 % and 20.8 %, respectively. The 2026 effective tax rate was primarily driven by the jurisdictional mix of income, partially offset by tax expense associated with returns filed in certain jurisdictions.
The Company’s effective income tax rates for the nine months ended September 30, 2026 and 2025 were 18.2 % and 9.3 %, respectively. The 2026 effective tax rate was primarily impacted by the jurisdictional mix of income and tax benefits in certain foreign jurisdictions, offset by tax expense related to a shortfall from stock-based compensation due to market conditions. The 2025 effective tax rate was primarily impacted by a partially non-deductible goodwill impairment charge.
Changes in tax laws or regulations in the jurisdictions in which the Company operates could impact its effective tax rate. Governments in the U.S. and abroad continue to focus on tax reform and revenue-raising legislation. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), was enacted in the U.S. The OBBBA includes several tax law changes, including permanent extensions of certain 2017 Tax Cuts and Jobs Act provisions, immediate expensing of certain research and development costs, and changes to interest expense deduction limitations.
The Company continues to monitor tax legislation enacted by foreign jurisdictions in response to the Organization of Economic Cooperation and Development’s (“OECD”) Pillar Two global minimum tax framework. Pillar Two generally provides for a 15% minimum tax on large multinational companies on a jurisdiction-by-jurisdiction basis, with certain provisions effective beginning in 2024.
27
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Note 12. Net Income (loss) Per Share
Basic and diluted net loss per share was as follows:
Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands, except per share amounts 2026 2025 2026 2025
Basic net income (loss) per share:
Net income (loss) $ 14,852 $ ( 5,404 ) $ 14,717 $ ( 514,770 )
Weighted average common shares outstanding 77,387 76,753 77,210 76,637
Basic net income (loss) per common share $ 0.19 $ ( 0.07 ) $ 0.19 $ ( 6.72 )
Diluted net income (loss) per share:
Net income (loss) $ 14,852 $ ( 5,404 ) $ 14,717 $ ( 514,770 )
Weighted average common shares outstanding — Basic 77,387 76,753 77,210 76,637
Effect of dilutive securities:
Stock options and restricted stock 1,190 — 731 —
Weighted average common shares for diluted earnings per share 78,577 76,753 77,941 76,637
Diluted net income (loss) per common share $ 0.19 $ ( 0.07 ) $ 0.19 $ ( 6.72 )
Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include employee equity share options, non-vested shares, and similar equity instruments granted by the Company. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. For periods in which the Company generated a net loss, the Company does not include the potential impact of dilutive securities in diluted net loss per share, as the impact of these items is anti-dilutive.
Approximately 1.5 million shares of common stock as of September 30, 2026 and 2025 were excluded from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive.
Note 13. Accumulated Other Comprehensive Loss
Comprehensive loss for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands 2026 2025 2026 2025
Net income (loss) $ 14,852 $ ( 5,404 ) $ 14,717 $ ( 514,770 )
Foreign currency translation adjustment 8,389 ( 1,701 ) 4,500 6,484
Change in unrealized gain on derivatives, net of tax ( 2,512 ) 800 ( 8,377 ) ( 10,405 )
Pension liability adjustment, net of tax ( 193 ) ( 167 ) ( 559 ) ( 483 )
Comprehensive income (loss), net $ 20,536 $ ( 6,472 ) $ 10,281 $ ( 519,174 )
28
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Changes in accumulated other comprehensive loss by component between December 31, 2025 and September 30, 2026 are presented in the table below, net of tax:
Dollars in thousands Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total
Balance at January 1, 2026
$ 15,948 $ 4,984 $ ( 51,009 ) $ ( 30,077 )
Other comprehensive gain 35,107 11,675 46,782
Less: Amounts reclassified from accumulated other comprehensive income, net 43,484 559 7,175 51,218
Net current-period other comprehensive (loss) ( 8,377 ) ( 559 ) 4,500 ( 4,436 )
Balance at September 30, 2026
$ 7,571 $ 4,425 $ ( 46,509 ) $ ( 34,513 )
For the nine months ended September 30, 2026, the Company reclassified gains of $ 33.6 million and $ 17.3 million from AOCI to other income and interest income, respectively. Additionally, the Company reclassified a loss of $ 0.3 million from AOCI to cost of goods sold.
Note 14. Segment and Geographic Information
The Company is organized primarily on the basis of products and operates two global reportable segments. Resources are allocated and performance is assessed by the Company’s President and Chief Executive Officer, which the Company has determined to be the CODM.
During the nine months ended September 30, 2026, the Company renamed its two reportable segments to better align with the reportable segments’ business activities, structures, and strategies. The reportable segment name change did not result in any change to the composition of the reportable segments and has no impact on previously reported financial information. The two reportable segments and their activities are described below.
• The Specialty Surgery reportable 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; (ii) the Surgical 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 Solutions business, which includes instrumentation, balloon technologies for sinus dilation and eustachian tube dilation, as well as surgical navigation systems.
• The Tissue Reconstruction reportable segment operations consist of the Wound Reconstruction Solutions business, which sells offerings such as skin and wound repair, plastics and surgical reconstruction products and nerve and tendon repair products. The Tissue Reconstruction segment also includes the Company’s Corporate Partnerships business which performs contract manufacturing for third parties.
The Corporate and Other category includes a portion of various executive, finance, human resource, information systems and legal functions which are not allocated to the reportable segments. During the nine months ended September 30, 2026, the Company updated the allocation of certain cost and expense information that the CODM regularly reviews to evaluate performance for decision-making purposes from the Corporate and Other category to the Company’s reportable segments to align with how the CODM reviews and manages the business. As a result of this update, the Company retrospectively recast prior period results, by reportable segment, to conform to the current period presentation. This update had no impact on the Company’s consolidated results of operations.
For both reportable segments, the CODM uses segment revenue and segment operating income to assess the performance for each segment and in the annual budgeting and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis for segment revenue and segment operating income when making decisions about allocating capital and personnel to the reportable 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.
29
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Net sales and profit by each reportable segment for the three and nine months ended September 30, 2026 and 2025 are as follows:
Three Months Ended September 30, 2026 Nine Months Ended September 30, 2026
Dollars in thousands Specialty Surgery Tissue Reconstruction Corporate and Other Total Specialty Surgery Tissue Reconstruction Corporate and Other Total
Total revenue, net $ 304,120 $ 107,062 $ — $ 411,182 $ 896,525 $ 325,336 $ — $ 1,221,861
Cost of goods sold 126,757 41,779 32,780 201,316 367,444 121,227 86,598 575,269
Research and development 12,585 8,189 1,123 21,897 38,638 23,890 7,123 69,651
Selling, general & administrative 74,026 41,560 49,725 165,311 227,690 125,480 162,812 515,982
Intangible asset amortization — — 3,758 3,758 — — 11,304 11,304
Total cost and expenses 213,368 91,528 87,386 392,282 633,772 270,597 267,837 1,172,206
Operating income (loss) 90,752 15,534 ( 87,386 ) 18,900 262,753 54,739 ( 267,837 ) 49,655
Interest income 5,002 13,375
Interest expense ( 22,961 ) ( 68,419 )
Other income, net 14,723 23,388
Income before income taxes $ 15,664 $ 17,999
Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025
Dollars in thousands Specialty Surgery Tissue Reconstruction Corporate and Other Total Specialty Surgery Tissue Reconstruction Corporate and Other Total
Total revenue, net $ 292,583 $ 109,479 $ — $ 402,062 $ 877,204 $ 323,116 $ — $ 1,200,320
Cost of goods sold (1)
113,563 48,947 32,561 195,071 343,667 154,878 91,020 589,565
Research and development (1)
12,722 6,449 3,285 22,456 42,145 19,190 12,846 74,181
Selling, general & administrative (1)
77,516 42,657 48,873 169,046 244,478 129,271 156,684 530,433
Intangible asset amortization — — 3,728 3,728 — — 11,186 11,186
Goodwill impairment — — — — 388,106 123,259 — 511,365
Total cost and expenses 203,801 98,053 88,447 390,301 1,018,396 426,598 271,736 1,716,730
Operating income (loss) $ 88,782 $ 11,426 ( 88,447 ) 11,761 $ ( 141,192 ) $ ( 103,482 ) $ ( 271,736 ) ( 516,410 )
Interest income 4,982 14,112
Interest expense ( 22,725 ) ( 62,582 )
Other loss, net ( 842 ) ( 2,932 )
Loss before income taxes $ ( 6,824 ) $ ( 567,812 )
(1) The amounts reported for the three and nine months ended September 30, 2025 have been retrospectively recast to reflect the realignment of certain cost and expense information as discussed in Note 1. Basis of Presentation .
30
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
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:
Three Months Ended September 30, Nine Months Ended September 30,
Dollars in thousands 2026 2025 2026 2025
United States $ 299,323 $ 295,846 $ 895,802 $ 884,371
Europe 42,286 42,893 124,820 120,813
Asia Pacific 47,925 42,680 141,834 135,517
Rest of World 21,648 20,643 59,405 59,619
Total Revenues $ 411,182 $ 402,062 $ 1,221,861 $ 1,200,320
Note 15. Commitments and Contingencies
In consideration for certain technology, manufacturing, distribution, and selling rights and licenses granted to the Company, the Company has agreed to pay royalties on sales of certain products that it sells. The royalty payments that the Company made under these agreements were not significant for any of the periods presented.
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. In the opinion of management, such matters are either adequately covered by insurance or otherwise indemnified, or are not expected, individually or in the aggregate, to result in a material, adverse effect on the Company’s financial condition. However, it is possible that the Company’s results of operations, financial position and cash flows in a particular period could be materially affected by these contingencies.
The Company accrues for loss contingencies when it is deemed probable that a loss has been incurred and that loss is estimable. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is recorded. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded and actual results may differ from these estimates. The amounts accrued are based on the full amount of the estimated loss before considering insurance proceeds and do not include an estimate for legal fees expected to be incurred in connection with the loss contingency. The Company consistently accrues legal fees expected to be incurred in connection with loss contingencies as those fees are incurred by outside counsel as a period cost.
On December 21, 2023, Fortis Advisors, LLC (representative of the security holders of ACell, Inc. (“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. On April 15, 2026, the arbitration tribunal issued its decision finding in Integra’s favor on all claims and awarding the Company its attorneys’ fees and costs, a portion of which has been received as of September 30, 2026.
On September 12, 2023, a securities class action complaint, captioned Pembroke Pines Firefighters & Police Officers Pension Fund v. Integra LifeSciences Holdings Corporation, No. 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 facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Reconstruction 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 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 March 16, 2026, the plaintiffs filed their Supplemental Amended Complaint, in response to which the Company filed its Supplemental Motion to Dismiss on April 3, 2026.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
On May 13, 2025 and May 16, 2025, derivative lawsuits captioned Leverett v. Integra LifeSciences Holding Corp. et al, No. 3:2025-cv-04214 (D.N.J.) and Simpkins v. Integra LifeSciences Holding Corp. et al, No. 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 Reconstruction 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 lawsuits and intends to defend the matters vigorously. These derivative actions have stayed pending resolution of the motion to dismiss in the Pembroke litigation.
Contractual Payment Obligations
In connection with the Company’s October 2024 acquisition of Durepair Regeneration Matrix (“Durepair”), the Company has a remaining contractual obligation to make a cash payment of $ 20.0 million in October 2026. The obligation is recorded at its present value within accrued expenses and other current liabilities as of September 30, 2026.
Cincinnati Facility Flood Damage
On July 17, 2026, widespread flash flooding affected the Cincinnati, Ohio area, which caused damage to the Company’s Cincinnati facility, equipment, inventory, and other assets and has resulted in operational disruption to the site.
During the three months ended September 30, 2026, the Company incurred costs associated with the restoration of the facility of approximately $ 22.2 million, primarily due to the write off of unsalvageable inventory and fixed assets as well as the cost of external service providers used for the Company’s clean-up efforts.
The Company maintains insurance coverage for damage to its facilities and inventory, as well as business interruption insurance to mitigate the adverse impact of lost revenues and remediation costs arising from the disruption of its operations. During the three months ended September 30, 2026, the Company received an initial payment from its insurance carrier of $ 10.0 million, net of its deductible, and recognized a receivable of $ 11.4 million for claims on costs incurred to date that have been approved by the insurance carrier. Any reimbursement of costs incurred has been recorded as a reduction of those expenses. These amounts also include a contingent gain of $ 4.9 million recorded to other income reflecting the fair value of fixed assets damaged in the flooding over their net book values that was recognized in accordance with FASB Topic 450, Contingencies . We have not recognized any recoveries for lost revenues, which would be presented as other income, and are actively engaged with our insurance carrier to determine amounts recoverable.
Contingent Consideration
The Company determined the fair value of contingent consideration during the nine-month period ended September 30, 2026 and September 30, 2025 to reflect the change in estimate, additions, payments, transfers and the time value of money during each period.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the nine months ended September 30, 2026 and September 30, 2025 is as follows (in thousands):
Nine Months Ended September 30, 2026 Contingent Consideration Liability Related to the Acquisition of:
Arkis (1)
Derma Sciences (2)
Surgical Innovations Associates (SIA), Inc. (2)
Total
Balance as of January 1, 2026
$ 6,299 $ 350 19,400 26,049
Payment — — ( 17,962 ) ( 17,962 )
Change in fair value of contingent consideration liabilities ( 661 ) 4 ( 1,438 ) ( 2,095 )
Balance as of September 30, 2026
5,638 354 — 5,992
Short-Term - Accrued expenses and other liabilities $ 3,605 $ — $ — $ 3,605
Long-Term - Other liabilities 2,033 354 — 2,387
Total 5,638 354 — 5,992
Nine Months Ended September 30, 2025 Contingent Consideration Liability Related to the Acquisition of:
Arkis (1)
Derma Sciences (2)
ACell (2)
Surgical Innovations Associates (SIA), Inc. (2)
Total
Balance as of January 1, 2025
$ 12,968 $ 2,686 $ 3 $ 54,000 69,657
Payment ( 5,000 ) — — ( 18,075 ) ( 23,075 )
Change in fair value of contingent consideration liabilities ( 1,770 ) ( 2,349 ) — ( 10,525 ) ( 14,644 )
Balance as of September 30, 2025
$ 6,198 $ 337 $ 3 $ 25,400 31,938
Short-Term - Accrued expenses and other liabilities $ — $ — $ 3 $ 25,400 $ 25,403
Long-Term - Other liabilities 6,198 337 — — 6,535
Total 6,198 337 3 25,400 31,938
(1) Location in financial statements: Research and development
(2) Location in financial statements: Selling, general and administrative
Arkis BioSciences Inc.
As part of the acquisition of Arkis BioSciences Inc. (“Arkis”), the Company is required to pay the former shareholders of Arkis up to $ 25.5 million based on the timing of certain development milestones of $ 10.0 million and commercial sales milestones of $ 15.5 million, respectively. The Company used a probability weighted income approach to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specified milestone. The Company estimated the fair value of the contingent consideration to be $ 13.1 million at the acquisition date. In the first quarter of 2025, the Company paid out a development milestone related to design verification procedures for $ 5.0 million.
Derma Sciences, Inc.
The Company assumed contingent consideration incurred by Derma Sciences, Inc. (“Derma Sciences”) related to its acquisitions of BioD, LLC and the intellectual property related to Medihoney® products. The Company accounted for the contingent liabilities by recording the fair value on the date of the acquisition based on a probability weighted income approach. The Company has already paid $ 33.3 million related to the aforementioned contingent liabilities. One contingent milestone remains, which relates to net sales of Medihoney products exceeding certain amounts defined in the agreement between the Company and Derma Sciences. The potential maximum undiscounted payment amounts to $ 3.0 million.
Surgical Innovations Associates, Inc.
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
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
based milestone to be $ 32.6 million at the acquisition date and $ 25.0 million for the PMA approval milestone at the acquisition date. The Company disbursed $ 17.9 million in the second quarter of 2026 for the 2025 performance year. Similarly, in the second quarter of 2025, the Company disbursed $ 18.1 million related to the 2024 performance year, and in the second quarter of 2024, the Company paid out $ 12.4 million related to the 2023 performance year. As of September 30, 2026, there were no amounts payable under the PMA approval milestone, as FDA approval of the PMA application had not been obtained by the applicable milestone date.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Note 16. Fair Value Measurements
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.
Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-level hierarchy of the inputs (i.e., assumptions that market participants would use in pricing an asset or liability) used to measure fair value, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable inputs in measuring fair value. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the entire fair value measurement. The three levels of the valuation hierarchy are defined as follows:
Level 1 : Inputs to the valuation methodology are quoted prices in active markets for identical assets or liabilities.
Level 2 : Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 : Inputs to the valuation methodology are unobservable inputs that are supported by little or no market activity and are based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company has investments in time deposits that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices, as well as certain debt obligations that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The investments in time deposits are classified as cash and cash equivalents and short-term investments on the consolidated balance sheets which is determined based on maturities at the time of purchase and re-evaluated at each balance sheet date.
The Company also has investments in derivative instruments, which are comprised of interest rate swaps, cross currency swaps, net investment hedges, and forward foreign currency contracts that are classified within Level 2 of the fair value hierarchy because they are valued using analyses obtained from independent third-party valuation specialists based on market observable inputs. The fair values of these derivative contracts represent the estimated amounts the Company would receive or pay to terminate the contracts. Refer to Note 6. Derivative Instruments for further discussion and information on these derivative contracts.
In addition, the Company has contingent consideration liabilities that are classified within Level 3 of the fair value hierarchy because they are measured at fair value using significant unobservable inputs, including management’s forecast of future revenues for the acquired businesses as well as management’s estimates of the likelihood of achieving the other specified criteria. Refer to Note 15. Commitments and Contingencies for additional information on these contingent consideration liabilities.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Assets and liabilities measured and recorded at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 consisted of the following:
Dollars in thousands Fair Value
Measurement September 30, 2026 December 31, 2025
Assets:
Cash and cash equivalents Level 1 $ 252,261 $ 235,048
Short-term investments Level 1 59,669 28,693
Interest rate swaps Level 2 30,973 27,246
Foreign currency forward contracts Level 2 — 29
Foreign currency forward contracts (not designated as hedges) Level 2 — 1,015
Total Assets: $ 342,903 $ 292,031
Liabilities:
Cross currency rate swaps Level 2 $ 40,123 $ 59,667
Net investment hedges Level 2 65,563 82,199
Foreign currency forward contracts Level 2 776 —
Contingent consideration Level 3 5,992 26,049
Total Liabilities: $ 112,454 $ 167,915
There were no transfers into or out of Level 3 during the three and nine months ended September 30, 2026 and 2025.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company remeasures the fair value of certain assets and liabilities, including property, plant and equipment, operating lease - right of use assets, and goodwill and other intangible assets, upon the occurrence of certain events. The amounts recognized were recorded to remeasure the carrying amount of assets to the assets’ fair values, which were generally estimated, based upon a market participant’s perspective, using Level 3 measurements, including values estimated using the income approach.
Other than the fair value estimates disclosed in Note 4. Goodwill and Other Intangible Assets , and Note 9. Leases and Related Party Leases , there were no non-recurring fair value measurements during the three and nine months ended September 30, 2026 and 2025.
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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
Note 17. Subsequent Events
Acquisition of Assets from Greer Manufacturing, Inc.
In September 2026, the Company entered into an asset purchase agreement with Greer Manufacturing, Inc. (“Greer”), an existing supplier and specialty provider of precision metal machining services, to acquire all of the manufacturing assets of Greer for total consideration of $ 15.0 million in cash at closing, subject to customary purchase price adjustments related to inventory balances transferred to the Company.
The Company will account for the acquisition of Greer as a business combination, and in accordance with FASB Topic 805, Business Combinations , will record the assets acquired at their fair values as of the acquisition date. Greer’s results of operations will be reported in the Company’s Neurosurgery reportable segment from the date of acquisition.
On October 5, 2026, the Company completed the acquisition of all of the manufacturing assets of Greer Manufacturing, Inc. for $ 15.0 million in cash.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.