ITGR — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-04

• •the proposed Merger (as defined herein), its timing and its consummation;

• •our anticipated financial performance related to the Merger, including the benefits of and synergies related to the proposed Merger;

• •potential strategic implications as a result of the proposed Merger;

• •risks related to the Merger, including the expected timing and likelihood of completion of the Merger, the timing, receipt and terms and conditions of any required governmental and regulatory approvals; the occurrence of any event, change or other circumstances that could give rise to the terminati…

• On August 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement,” and the transactions contemplated thereby, the “Transaction”), by and among the Company, Armstrong Parent, Inc., a Delaware corporation (“Parent”), and Armstrong Bidco, Inc., a Delaware corporation a…

Text removed vs the prior filing · source: 10-Q · 2026-04-30

• The first quarters of 2026 and 2025 ended on April 3, 2026 and March 28, 2025, respectively, and consisted of 93 days and 87 days, respectively.

• In April 2026, we announced that the Board had initiated a strategic review to maximize stockholder value. We are considering a full range of potential opportunities including, but not limited to, a sale, merger, or strategic business combination as compared to the value creation opportunities from …

• Income (loss) from continuing operations for the first quarter of 2026 was income of $16.5 million, or $0.48 per diluted share, compared to a loss of $22.5 million, or $0.66 per diluted share, for the first quarter of 2025. These variances are primarily the result of the following:

• •Sales for the first quarter of 2026 increased $2.2 million when compared to the same period in 2025, driven by higher Cardio & Vascular and Cardiac Rhythm Management & Neuromodulation sales, partially offset by lower Other Markets.

• •Operating expenses for the first quarter of 2026 increased $7.0 million when compared to the same period in 2025, primarily due to higher SG&A and RD&E costs, partially offset by and Restructuring and other charges. Operating expenses as a percentage of sales improved to 17.7% for the first quarter…

Text added vs the prior filing · source: 10-Q · 2026-08-04

• The pending Merger may be delayed or not occur at all for a variety of reasons, including that the Merger is terminated, and the failure to complete the Transaction could adversely affect our business, results of operations, financial condition, and the market price of our common stock.

• On August 2, 2026, we entered into the Merger Agreement. Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including: (i) the approval and adoption of the Merger Agreement by the holders of a majority of the outstanding Company …

• The Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Parent and Merger Sub, including, among others, covenants by the Company regarding the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement, …

• Both the Company and Parent may terminate the Merger Agreement under certain specified circumstances, including, among others, (i) if the Merger is not consummated by May 2, 2027, (ii) in the case of Parent, if the Company materially breaches its covenants not to solicit alternative business combina…

• Failure to complete the Merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:

Text removed vs the prior filing · source: 10-Q · 2026-04-30

• We are conducting a strategic review of our business and opportunities, and we may not be successful in identifying, pursuing or completing any strategic transaction, and any such strategic transaction, if completed, may not result in additional value for our stockholders. Additionally, we cannot en…

• In April 2026, we announced that the Board had initiated a strategic review to maximize stockholder value. We are considering a full range of potential opportunities including, but not limited to, a sale, merger, or strategic business combination as compared to the value creation opportunities from …

• Additionally, the process of evaluating these strategic options may be costly, time-consuming, complex and disruptive to our business operations, and we expect to incur significant resources and costs related to this evaluation, such as management’s attention and resources, legal and accounting fees…

• If we are not successful in identifying or pursuing a strategic alternative, or if our plans are not executed or consummated in a timely manner, we may suffer reputational harm, and the value of our shares may be adversely affected. In addition, speculation regarding any developments related to the …