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Integra LifeSciences details New Jersey class action and two derivative suits in 10-Q

Tickers IART

The 2023 Pembroke Pines suit over FDA findings at the Boston plant is still being contested after a supplemental amended complaint. Two derivative suits are stayed behind it.

Key facts

Company
INTEGRA LIFESCIENCES HOLDINGS CORP (NASDAQ: IART)
News type
Legal
Primary source
Integra LifeSciences 10-Q for the quarter ended September 30, 2026 (SEC EDGAR)
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Integra LifeSciences Holdings Corporation (Nasdaq: IART) said in its quarterly report for the period ended September 30, 2026 that a 2023 securities class action over quality problems at its Boston plant is still being fought, and that two shareholder derivative suits are on hold behind it. The company says it has strong defenses and intends to defend the matters vigorously.

The class action

The case is Pembroke Pines Firefighters & Police Officers Pension Fund v. Integra LifeSciences Holdings Corporation, No. 23-cv-20321, in the U.S. District Court for the District of New Jersey. It was filed on September 12, 2023 by a purported stockholder. The defendants are Integra and certain of its current and former executive officers, whom the 10-Q does not name. The suit is brought for a putative class of investors who bought or acquired Integra stock between March 11, 2019 and May 22, 2023.

These are the plaintiffs' allegations: violations of Sections 10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5, based on purportedly false and misleading statements and omissions about quality systems issues the FDA identified at the Boston facility, the company's efforts to fix them, and its forecasts for certain Tissue Reconstruction products. The complaint seeks compensatory damages, attorneys' fees, expert fees and other costs.

The case has already been through several rounds. The court dismissed the class action complaint without prejudice on July 1, 2025. The plaintiffs filed a Second Amended Complaint on August 14, 2025, and Integra moved to dismiss it on October 14, 2025. On March 16, 2026 the plaintiffs filed a Supplemental Amended Complaint, and Integra filed a Supplemental Motion to Dismiss on April 3, 2026. The filing reports no ruling on that motion.

The derivative suits

Leverett v. Integra LifeSciences Holding Corp. et al, No. 3:2025-cv-04214, and Simpkins v. Integra LifeSciences Holding Corp. et al, No. 3:2025-cv-04446, were filed in the same court on May 13 and May 16, 2025. They are brought on the company's behalf against its current board of directors and certain current or former officers and directors, alleging breach of fiduciary duty over the same Boston quality issues and Tissue Reconstruction forecasts. They are stayed until the motion to dismiss in the Pembroke case is resolved.

The money side

Integra reported revenue of $411,182 thousand for the quarter, against $402,062 thousand a year earlier, and net income of $14,852 thousand, against a net loss of $5,404 thousand. For the nine months it reported net income of $14,717 thousand. The prior-year nine months included a goodwill impairment charge of $511,365 thousand and a net loss of $514,770 thousand.

The debt load is heavy. Borrowings under the senior credit facility and securitization facility totaled $1,828,700 thousand at September 30, 2026, and interest expense was $22,961 thousand in the quarter. In October 2026 the company refinanced, signing a new Amended and Restated Credit Agreement with a $600.0 million Term Loan A maturing October 19, 2031, a $450.0 million Term Loan B maturing October 19, 2033 and a $600.0 million revolving facility, and selling $450.0 million of 9.5% Senior Secured Notes due 2033 in a private offering. The credit agreement is collateralized by substantially all of the assets of the company's U.S. subsidiaries and carries a maximum consolidated total leverage ratio of 4.75 to 1.00 for the quarter ended September 30, 2026, stepping down to 4.00 to 1.00 later. Bank of America, N.A. was administrative agent on the earlier senior credit facility, and the 10-Q's description of the new arrangements does not name the lenders or initial purchasers.

Integra also paid $15.0 million in cash on October 5, 2026 for the manufacturing assets of Greer Manufacturing, Inc., and owes a $20.0 million cash payment in October 2026 tied to its Durepair acquisition. Cash and cash equivalents were $252,261 thousand at the end of the quarter.

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