
Integer's proxy noted KKR's derivatives, not their size. KKR's 13D: a 14% stake
KKR's first Schedule 13D on Integer Holdings, the company it agreed in August to buy, shows it became the beneficial owner on Oct. 5 of 4.75 million shares underlying equity swaps, received for a $428.7 million settlement payment.
KeyVex News··6 min readFact-checked against 6 public records
KeyVex News··6 min readFact-checked against 6 public records
ITGR$126.59▲ 0.1%Close, Oct. 13. Prices from Tiingo.The short versionTap to readTap to close
- Anyone who beneficially owns more than 5% of a company's shares must disclose it, usually in a Schedule 13D or 13G. KKR filed its first on Integer on Oct. 13.
- KKR's position was in swaps, contracts that pay a stock's gains and charge its losses. Its 13D says they were not counted as beneficially owned until regulatory conditions were met, on Oct. 5.
- Integer's proxy says KKR told Integer's banker in February of an "economic interest" through derivatives, with no size. KKR's Oct. 13 13D puts its stake at 14%, plus a cash-settled swap on about 2.5% more.
- KKR made a $428.7 million settlement payment for those shares, about $90 a share by KeyVex's math. The 13D gives no swap prices or costs.
- Shareholders vote Oct. 21, and the deal needs a majority of Integer's outstanding shares. Integer's board unanimously recommends voting for it.
The filing: In a Schedule 13D accepted at 8:22 p.m. on Oct. 13, KKR reported that an affiliate holds 4.75 million Integer Holdings shares, 14.0% of the company it agreed in August to buy.13D index13D On Oct. 5, regulatory conditions on equity swaps it held were met, and the affiliate became the shares' beneficial owner, the filing says. It received the shares afterward.13D
The price: The affiliate, Tarheel Investors III L.P., made a $428.7 million settlement payment for the shares, the 13D says. That is about $90 a share, by KeyVex's math; the filing does not give the swaps' prices.13D KKR agreed on Aug. 2 to buy all of Integer, a medical device contract manufacturer in Plano, Texas, for $127 a share.Release13D
Why it matters: Integer's shareholders vote on the deal on Oct. 21.8-K The proxy they received says KKR told the company's banker in February it held an economic interest through derivatives, but never says how big.Proxy The 13D, filed Oct. 13, is the first public filing to give KKR's position a size. It says KKR did not beneficially own more than 5% when the deal was signed, because the swaps' regulatory conditions had not yet been met.13D
Integer's stock and the road to KKR's dealDaily close, Sept. 2, 2025 to Oct. 13, 2026 ▲ 18.3%Show chartHide chart
What the proxy said about KKR
Integer's stock fell 32% on Oct. 23, 2025, the day it reported third-quarter results, to $73.89.Chart data Its proxy says KKR reached out to chief executive Payman Khales on Nov. 10. A Dec. 17 Wall Street Journal article followed on what the proxy calls Irenic Capital Management's "purported investment." Between then and April 30, 17 potential counterparties, KKR among them, reached out.Proxy
On Feb. 12, KKR told Goldman Sachs, Integer's banker, that it had "obtained an economic interest in ITGR through the acquisition of derivative instruments," the proxy says.Proxy A swap is a contract that pays its holder a stock's gains and charges it the losses. The 13D gives no date for KKR's equity swaps. Its exhibits include a cash-settled swap's confirmation dated as of Jan. 7, 2026, which starts at zero shares and does not show when shares were added.13D Ex. 99.3
KKR kept raising a strategic investment and a board seat. In February, March and April, Integer told KKR its board did not think board representation was appropriate and was not interested in a strategic investment.Proxy On April 30, Integer announced a strategic review. KKR signed a confidentiality agreement on May 22, one of 20 parties to do so.Proxy
The proxy never puts a size on KKR's position. Its table of holders with more than 5% lists BlackRock, two Vanguard units, Invesco and Nomura, not KKR.Proxy The merger agreement's statement on the buyer's shareholdings refers to a disclosure schedule that the proxy does not include.Proxy
At the time of entry into the Merger Agreement, no Schedule 13D was filed as the Reporting Persons did not beneficially own greater than 5% of the Issuer's Common Stock because the regulatory conditions applicable to the Equity Swaps had not been satisfied.
How KKR won the auction
Six bidders made first offers on June 17. KKR's was $100 to $105 a share. The top range, $112 to $118, came from a strategic bidder the proxy calls Party B.Proxy
On July 29, KKR raised its offer to $110 and Party B held at $118. The next day, Integer's banker told KKR the board would pursue a deal with another party. KKR raised its offer to $125 that evening.Proxy
Party B also went to $125. In best and final offers, Party B bid $126 and KKR $127. Integer went ahead with KKR.Proxy Goldman Sachs's fairness opinion covers the price paid to holders "other than Parent and its affiliates." Parent is the KKR-affiliated company buying Integer. Integer's board unanimously recommends that shareholders vote for the deal.8-KProxy
View the data
| Price | Per share | Note |
|---|---|---|
| Unaffected price (Integer's close, April 29, 2026) | $83.67 | The last close before the strategic review was announced |
| KKR's settlement payment (Per share, Oct. 5, 2026 (KeyVex's math)) | $90.19 | $428,744,223 / 4,753,677 shares. The 13D gives no swap prices. |
| The deal price (KKR's best and final, July 30, 2026) | $127.00 | Signed Aug. 2, 2026 |
| Integer's record close (Jan. 28, 2025) | $144.36 | Highest close in KeyVex's data, which starts Sept. 29, 2000 |
Sources: Integer merger proxy; KKR Schedule 13D; Tiingo closes via KeyVex.
KKR's two swaps
KKR also holds a cash-settled swap on 836,392 more shares, about 2.5% of the company. It gives KKR economic exposure to those shares but no vote or investment power, the 13D says, and it will settle in cash when the merger closes.13D
KKR says it "initially acquired" both swaps "for investment purposes," and has since talked with Integer's management, other shareholders and advisers.13D
How $127 compares
$127 is 51.8% above Integer's close on April 29, the day before the strategic review was announced, the companies said.Release It is also 12% below the stock's record close of $144.36, on Jan. 28, 2025.Chart data
Kaskela Law, a firm that represents investors and invited Integer shareholders to contact it, said on Aug. 19 it was investigating the price "to determine whether the Company's investors may be able to obtain a higher price for their shares."Kaskela Law
The deal needs a majority of Integer's outstanding shares, and the vote is Oct. 21.Proxy8-K Integer expects the deal to close by the end of 2026, pending other antitrust and foreign investment approvals. When it closes, KKR's cash-settled swap on 836,392 shares settles in cash, the 13D says.13D
The paper trail
The filings this story rests on, Aug. 3 through Oct. 13, 2026, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Aug. 3, 4:44 p.m. | 8-K | Integer | The joint release: $127 a share in cash, about $5.7 billion in enterprise value. |
| Sept. 14, 8:23 a.m. | DEFM14A | Integer | Merger proxy: the auction, KKR's February mention of an economic interest, record date Sept. 8. |
| Sept. 30, 8:21 a.m. | 8-K | Integer | Antitrust waiting period ended early; special meeting Oct. 21. |
| Oct. 13, 8:22 p.m. | SC 13D | KKR (Tarheel Investors III) | 4,753,677 shares, 14.0%, beneficially owned from Oct. 5; settlement payment $428,744,223; cash swap on 836,392 more. |
What to watch
Integer's shareholders vote on the merger at a virtual special meeting, 9 a.m. Central.
Integer expects the deal to close by the end of 2026, pending other antitrust and foreign investment approvals.
Sources
10 sources, 6 of them public records
Public records
- Schedule 13D on Integer Holdings Corp., Tarheel Investors III L.P. and other KKR reporting personsSEC EDGAR · Oct. 13, 2026
- Schedule 13D filing index (accepted 8:22 p.m.)SEC EDGAR · Oct. 13, 2026
- Schedule 13D, Exhibit 99.3: share swap transaction confirmation (cash-settled)SEC EDGAR · Oct. 13, 2026
- Integer Holdings Corp., definitive merger proxy statement (DEFM14A)SEC EDGAR · Sept. 14, 2026
- Integer Holdings Corp., Form 8-K: antitrust waiting period ended; special meeting dateSEC EDGAR · Sept. 30, 2026
- Integer Holdings Corp., Form 8-K, Exhibit 99.1: "Integer to Be Acquired by KKR in Transaction Valued at Approximately $5.7 Billion"SEC EDGAR · Aug. 3, 2026
Rules and references
- SEC Adopts Amendments to Rules Governing Beneficial Ownership ReportingU.S. Securities and Exchange Commission · Oct. 10, 2023
Reporting
- Kaskela Law release on its investigation of the $127 buyout price (via Business Wire, as carried by Finviz)Kaskela Law LLC · Aug. 19, 2026
Data
- End-of-day prices for ITGR, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 13, 2026
- The chart's Filings layer: KeyVex's insider trade, Form 144, 8-K and lobbying records for ITGRKeyVex · through Oct. 13, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every Integer close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded. The Filings switch shows the filing markers from KeyVex's Integer page, a selection of insider sales and buys, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- KKR's settlement payment per share is KeyVex's math: the $428,744,223 settlement payment the 13D reports, divided by the 4,753,677 shares received, about $90.19. The 13D does not give the swaps' prices, and the payment may not equal what the swaps cost.
- The 14.0% is the 13D's own figure, based on 33,992,048 shares outstanding on July 30. The cash-settled swap's 2.5% is KeyVex's math on the same base.
- Integer's record close is the highest in KeyVex's daily data for the stock, which starts on Sept. 29, 2000. The chart's own data covers the last 10 years.





