Stryker Corp: Form 10-K for the period ended Dec 31, 2025

Stryker Corporation (Stryker or the Company) is a global leader

in medical technologies and, together with our customers, we are

driven to make healthcare better. We offer innovative products

and services in MedSurg, Neurotechnology and Orthopaedics

that help improve patient and healthcare outcomes. Alongside

our customers around the world, we impact more than 150 million

patients annually.

Our core values guide our behaviors and actions and are

fundamental to how we execute our mission.

Stryker was incorporated in Michigan in 1946 as the successor

company to a business founded in 1941 by Dr. Homer H. Stryker,

a prominent orthopaedic surgeon and inventor of several medical

products. Our products are sold in approximately 61 countries

through company-owned subsidiaries and branches as well as

third-party dealers and distributors, and include surgical

equipment and surgical navigation systems; endoscopic and

communications systems; patient handling, emergency medical

equipment and intensive care disposable products; clinical

communication and artificial intelligence-assisted virtual care

platform technology; products for traditional brain and open skull-

based surgical procedures; minimally invasive products for the

treatment of acute ischemic and hemorrhagic stroke and venous

thromboembolism; implants used in joint replacement and trauma

surgeries; Mako robotic-arm assisted technology; as well as other

products used in a variety of medical specialties. Most of our

products are marketed directly to doctors, hospitals and other

healthcare facilities.

As used herein, and except where the context otherwise requires,

"Stryker," "we," "us," and "our" refer to Stryker Corporation and its

consolidated subsidiaries.

Business Segments and Geographic Information

We segregate our operations into two reportable business

segments: (i) MedSurg and Neurotechnology and (ii)

Orthopaedics. Financial information regarding our reportable

business segments and certain geographic information is

included under "Consolidated Results of Operations" in Item 7 of

this report and Note 14 to our Consolidated Financial Statements.

Net Sales by Reportable Segment

MedSurg and Neurotechnology

MedSurg and Neurotechnology products include surgical

equipment, patient and caregiver safety technologies, and

navigation systems (Instruments), endoscopic and

communications systems (Endoscopy), and patient handling,

emergency medical equipment, intensive care disposable

products, clinical communication and artificial intelligence-

assisted virtual care platform technology (Medical), minimally

invasive products for the treatment of acute ischemic and

hemorrhagic stroke and venous thromboembolism (Vascular) and

a comprehensive line of products for traditional brain and open

skull-based surgical procedures, orthobiologic and biosurgery

products, including synthetic bone grafts and vertebral

augmentation products (Neuro Cranial).

We are one of five leading global competitors in Instruments; the

other four being Zimmer Biomet Holdings, Inc. (Zimmer),

Medtronic plc (Medtronic), Johnson & Johnson MedTech (a

subsidiary of Johnson & Johnson) and ConMed Linvatec, Inc. (a

subsidiary of CONMED Corporation). We are one of seven

leading global competitors in Endoscopy; the other six being Karl

Storz GmbH & Co., Olympus Optical Co. Ltd., Smith & Nephew

plc (Smith & Nephew), ConMed Linvatec, Arthrex, Inc. and

STERIS plc. We are one of five leading global competitors in

Medical; the other four being Baxter International Inc., Zoll

Medical Corporation, Medline Industries and Ferno-Washington,

Inc. We are one of five leading global competitors in Vascular and

Neuro Cranial; the other four being Medtronic, Johnson &

Johnson MedTech, Terumo Corporation and Penumbra, Inc.

Composition of MedSurg and Neurotechnology Net Sales

In 2025 Instruments launched Steri-Shield 8 which is a lighter,

more comfortable, and more customizable operating room

personal protection system, with improved visibility, cooling, and

battery performance versus prior generations. In addition, we

completed the acquisition of Guard Medical Inc., whose primary

focus is on Negative Pressure Wound Therapy for surgical

patients. The acquisition of Guard Medical, Inc. is

complementary to our Orthopaedic Instruments business as we

continue to focus on the surgical wound care market.

Endoscopy continued to deliver its 4K 1788 Camera platform to

the market in addition to the launch of the Connected OR IP

BRAVoE integration portfolio. Our 1788 Camera platform features

several enhancements for a broader range of clinical applications

and specialties, including urology, neurology, ear, nose, throat

and arthroscopy and can be used to visualize indocyanine green

and CYTALUX. The Connected OR IP BRAVoE launch expands

the connected capabilities of iSuite.

Medical continued the global launch of the LIFEPAK 35 monitor/

defibrillator, our next generation platform designed to optimize

care with new clinical features such as the new Glasgow 30.4

algorithm, cprINSIGHT, 15-lead monitoring capabilities, and STJ

insight and mapping. LIFEPAK 35 combines a modern intuitive

touch screen display and increased processing power with

Bluetooth and WiFi data connectivity. We also launched the

Vocera Sync Badge this year, a trusted clinician handsfree

communication endpoint that provides real-time communication

and alerts while extending Smart Hospital workflows directly into

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STRYKER CORPORATION 2025 FORM 10-K

daily clinical practice. Medical also completed the acquisition of

Advanced Medical Balloons (AMB), an indwelling fecal

management system that specializes in solutions that help

enhance care delivery by combining intelligent design with the

exceptional properties of ultra-thin polyurethane. AMB Medical

adds complementary technology to the Stryker Sage

incontinence portfolio and will help address problems in the

market that include hospital-acquired infections, pressure injuries,

staff satisfaction and retention.

In 2025 we changed the name of our Neurovascular business to

Vascular with the acquisition of Inari Medical, Inc. (Inari) whose

product portfolio includes minimally invasive products for the

treatment of venous thromboembolism. Neurovascular and Inari

are jointly now Vascular. Vascular launched the Broadway

System in the United States, a fully integrated stroke solution that

provides a new level of access and support in large- and super-

bore catheter procedures. Additionally, Vascular accelerated the

launch of the Surpass Elite Flow Diverting Stent (FDS) in the

United States, Europe, and parts of Asia-Pacific. Surpass Elite

FDS is designed to reduce thrombin generation when compared

to unmodified stents.

Neuro Cranial launched OptaBlate BVN in 2025 which is a

radiofrequency nerve ablation system used to access and ablate

the basivertebral nerve to treat vertebrogenic pain.

Orthopaedics

Orthopaedics products primarily include implants used in total

joint replacements, such as hip, knee and shoulder, ankle, and

trauma and extremities surgeries. We bring patients and

physicians advanced implant designs and specialized

instrumentation that make orthopaedic surgery and recovery

simpler, faster and more effective. We support surgeons with the

technologies, products and services they need to support each

patient’s clinical challenge.

We are one of four leading global competitors for joint

replacement and trauma and extremities products and robotics;

the other three being Zimmer, Johnson & Johnson MedTech and

Smith & Nephew.

Composition of Orthopaedics Net Sales

In 2025 we continued to expand the global footprint of Mako

SmartRobotics, which is now available in more than 45 countries.

To date, over one million robotic Mako Total Knee procedures

and more than two million robotic procedures across Mako Total

Knee, Mako Total Hip, and Mako Partial Knee have been

performed worldwide.

2025 also marked a significant period of product launches and

new application development. Most notably, we introduced the

Mako 4 platform, a meaningful advancement for both newly

established and existing Mako sites. This platform is built around

our Q‑Guidance system—an advanced guidance technology

designed to enable new hardware and software capabilities

across a broad range of subspecialties.

The first application released on the Mako 4 platform is the Total

Hip Advanced Primary and Revision application. We received

510(k) clearance for Mako Total Hip with Advanced Primary and

Revision with full market release in the third quarter of 2025.

Complex primary and revision total hip arthroplasty procedures

often present challenges such as bone loss and absent

anatomical landmarks. With our advanced Mako Total Hip

solution, we aim to extend the benefits of Mako SmartRobotics™

to simplify these demanding cases. Mako Total Hip with

Advanced Primary and Revision represents Stryker’s first-to-

market, robotically enabled revision hip arthroplasty procedure.

We also introduced Mako Shoulder, which expands the

SmartRobotics suite of applications. Mako Shoulder integrates

three market-leading technologies: Tornier implants, Blueprint

planning software, and Mako SmartRobotics. The application

offers haptically guided preparation for Tornier Perform Reversed

Glenoid and Tornier Reversed Augmented Glenoid implants for

primary shoulder arthroplasty. We completed the first Mako

Shoulder cases in 2024, and the application remained in limited

market release throughout 2025. Full commercial launch in the

United States is planned for the first quarter of 2026.

Raw Materials and Inventory

Raw materials essential to our business are generally readily

available from multiple sources; however, certain of our raw

materials are currently sourced from single suppliers.

Substantially all products we manufacture are stocked in

inventory, while certain MedSurg products are assembled to

order.

Patents and Trademarks

Patents and trademarks are significant to our business to the

extent that a product or an attribute of a product represents a

unique design or process. Patent protection of such products

restricts competitors from duplicating these unique designs and

features. We seek to obtain patent protection on our products

whenever appropriate for protecting our competitive advantage.

On December 31, 2025 we owned approximately 5,600 United

States patents and approximately 9,000 patents in other

countries.

Seasonality

Our business is generally not seasonal in nature; however, the

number of orthopaedic implant surgeries is typically lower in the

summer months, and sales of capital equipment are generally

higher in the fourth quarter.

Competition

In each of our product lines we compete with local and global

companies. The development of innovative products is important

to our success in all areas of our business. Competition in

research involving the development and improvement of new and

existing products and processes is particularly significant. The

competitive environment requires substantial investments in

continuing research and maintaining sales forces.

We believe our commitment to innovation, quality and service

and our reputation differentiates us in the highly competitive

product categories in which we operate and enables us to

compete effectively. We believe that our competitive position in

the future will depend largely on our ability to develop new

products and make improvements to existing products.

Regulation

Our businesses are subject to varying degrees of governmental

regulation in the countries in which we operate, and the general

trend is toward increasingly stringent regulation. We are required

to comply with the unique regulatory requirements of each

country in which we market and sell our products.

In the United States the Medical Device Amendments of 1976 to

the Federal Food, Drug and Cosmetic Act and its subsequent

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STRYKER CORPORATION 2025 FORM 10-K

amendments and the regulations issued and proposed

thereunder provide for federal regulation by the United States

Food and Drug Administration (FDA) of the design, manufacture

and marketing of medical devices, including most of our products.

In addition, state licensing requirements often apply to certain of

our business operations and products. On the federal level, many

of our new products fall into FDA classifications that require

notification submitted as a 510(k) and review by the FDA before

we begin marketing them. Certain of our products require

extensive clinical testing, consisting of safety and efficacy

studies, followed by pre-market approval applications for specific

surgical indications. Certain of our products also fall under other

FDA classifications, such as drugs and Human Cells, Tissues,

and Cellular and Tissue-Based Products.

The FDA's Quality System regulations set forth standards for our

product design and manufacturing processes, require the

maintenance of certain records and provide for inspections of our

facilities by the FDA. There are also certain requirements of

state, local and foreign governments that must be complied with

in the manufacture and marketing of our products.

The European Union enacted the European Union Medical

Device Regulation in May 2017 with an original effective date of

May 2022, which imposes stricter requirements for the marketing

and sale of medical devices, including in the areas of clinical

evaluation requirements, quality systems, labeling and post-

market surveillance. Extended transition timelines were published

in 2023 which range from May 2026 through December 2028

depending on the type of device and we are on track to meet

these timelines.

Initiatives to limit the growth of general healthcare expenses and

hospital costs are ongoing. These initiatives are sponsored by

government agencies, legislative bodies and the private sector

and include price regulation and competitive pricing. It is not

possible to predict the long-term impact of such cost containment

measures on our future business. In addition, business practices

in the healthcare industry are scrutinized, particularly in the

United States, by federal and state government agencies. Any

resulting investigations and prosecutions potentially carry the risk

of significant civil and criminal penalties.

Environment

We are subject to various rules and regulation in the United

States and internationally related to the protection of human

health and the environment. Our operations involve the use of

substances regulated under environmental laws, primarily in

manufacturing and sterilization processes. We believe our

policies, practices and procedures are properly designed to

comply, in all material respects, with applicable environmental

laws and regulations. We do not expect compliance with these

requirements to have a material effect on purchases of property,

plant and equipment, cash flows, net earnings or competitive

position.

Employees

On December 31, 2025 we had approximately 56,000 employees

globally, with approximately 28,000 employees in the United

States. Our talented employees are an integral reason for our

standing as a global leader in medical technologies where,

together with our customers, we are driven to make healthcare

better. Our company values of integrity, accountability, people

and performance are a key component of that mission. Our

people, as one of our core values, continue to be a key focus.

Our success depends on our ability to attract the best talent. To

do so, we continue to focus on establishing and maintaining a

great workplace. We believe in attracting the right people,

maintaining and building employee engagement and developing

our employees. We believe when people are able to do what they

do best, they will look forward to coming to work and, in turn, will

deliver great business results.

Our leadership team and Board of Directors receive regular

updates on our people and culture strategy and provide feedback

on our strategy and goals, including alignment to our mission and

values, peer benchmarking and stakeholder feedback.

Employee Development

Our employee development is extensive and exists at all levels of

the organization, including company-wide training on our Code of

Conduct, job-related technical training and management and

leadership training. Our development programs include on-the-

job learning, coaching and mentoring, management and

leadership development courses, team building and collaboration

training and immersive experiences with expert partners.

We encourage all employees to establish development

objectives, in partnership with their manager, to help employees

gain the needed development experience to grow their careers.

Employee Engagement

An engaged workplace culture that drives performance and

business outcomes is central to our mission. Listening to and

learning from our employees forms the foundation of an engaging

culture. More than 90% of our employees participate in our

annual engagement survey, which provides a valued platform for

listening and allows us to act on the feedback collected.

We supplement our annual engagement survey with targeted

pulse surveys to gather feedback on topics relevant to the current

climate.

We also provide tools and resources that enable managers and

teams to act on the insights we gain from our surveys and to

drive employee engagement and strong business outcomes.

Inclusion

We believe our individual strengths, experiences, and

perspectives are essential for delivering on our mission. By

caring for each other, we foster a culture where everyone feels

heard and valued. How we work together is critical to our

success, and we believe it takes everyone. Every voice. Every

person. Every connection.

Attracting and Hiring

We understand that every employee drives our success. We

focus on attracting, identifying and selecting strong candidates

who will be successful at Stryker and ensuring that each person

we hire brings the talent, expertise and passion we need to

continue to be successful.

Health and Safety

Ensuring our employees' safety is a top priority. It is a

responsibility that we share throughout the company and one that

has evolved to meet the needs of our workforce. Employees'

safety risks vary depending on the roles they perform, so we

tailor our safety efforts accordingly.

Competitive Pay and Benefits

Our compensation and benefits programs are designed to attract

and retain top talent and to incentivize performance and

alignment to our mission and values.

We offer market-competitive base pay and benefits to our

employees in countries around the world. We regularly evaluate

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STRYKER CORPORATION 2025 FORM 10-K

our compensation and benefit offerings and levels, using

recognized outside consulting firms to ensure internal fairness

and competitiveness in our offerings.

Most of our employees also have variable compensation

components that reward employees based on individual,

business unit and/or company-wide performance.

Our proxy statement provides more detail on the competitive

compensation programs we offer to our executive officers.

Information about our Executive Officers

As of January 31, 2026

Each of our executive officers held the position above or served

Stryker in various executive or administrative capacities for at

least five years, except for Ms. King and Ms. Montagnino. Prior to

joining Stryker in May 2025, Ms. King served as the Chief

Technology Officer at Bunge for two years and as the Chief

Information Officer at Corteva, Inc. from 2017 to 2021. Prior to

joining Stryker in June 2024, Ms. Montagnino held multiple

corporate affairs leadership roles with Johnson & Johnson during

the previous eight years, most recently as Senior Director,

Communications Johnson & Johnson MedTech. While at Stryker,

Ms. Montagnino previously served as Vice President, Global

Communications.

Available Information

Our main corporate website address is www.stryker.com (http://www.stryker.com). The

information on our website is not incorporated by reference into

this report. Copies of our filings with the United States Securities

and Exchange Commission (SEC) are available free of charge on

our website within the "Investors Relations" section as soon as

reasonably practicable after having been electronically filed or

furnished to the SEC. All SEC filings are also available at the

SEC's website at www.sec.gov (http://www.sec.gov).

Forward-Looking Statements

This report contains statements that are not historical facts and

are considered "forward-looking statements" within the meaning

of the Private Securities Litigation Reform Act of 1995. These

statements are based on current projections about operations,

industry conditions, financial condition and liquidity. Words that

identify forward-looking statements include, without limitation,

words such as "may," "could," "will," "should," "possible," "plan,"

"predict," "forecast," "potential," "anticipate," "estimate," "expect,"

"project," "intend," "believe," "may impact," "on track," "goal,"

"strategy" and words and terms of similar substance used in

connection with any discussion of future operating or financial

performance, an acquisition or our businesses. In addition, any

statements that refer to expectations, projections or other

characterizations of future events or circumstances, including any

underlying assumptions, are forward-looking statements. Those

statements are not guarantees and are subject to risks,

uncertainties and assumptions that are difficult to predict.

Therefore, actual results could differ materially and adversely

from these forward-looking statements, historical experience or

our present expectations. Some important factors that could

cause our actual results to differ from our expectations in any

forward-looking statements include:

• weakening of economic conditions, or the anticipation thereof,

that could adversely affect the level of demand for our

products;

• geopolitical risks, including from international conflicts and

tariffs, which could, among other things, lead to increased

market volatility;

• pricing pressures generally, including cost-containment

measures that have adversely affected and could in the future

adversely affect the price of or demand for our products;

• changes in foreign currency exchange markets;
• legislative and regulatory actions;
• unanticipated issues arising in connection with clinical studies

and otherwise that affect approval of new products by the

FDA and foreign regulatory agencies;

• inflationary pressures;
• increased interest rates or interest rate volatility;
• supply chain disruptions;
• changes in labor markets;
• changes in coverage and reimbursement levels from third-

party payors;

• changes in the competitive environment;
• breaches, failures or other disruptions of our or our vendors’

or customers’ information technology systems or products,

including by cyber-attack, data leakage, unauthorized access

or theft;

• a significant increase in product liability claims;
• the ultimate total cost with respect to recall-related and other

regulatory and quality matters;

• the impact of investigative and legal proceedings and

compliance risks;

• resolution of tax audits;
• changes in tax laws and regulations;
• the impact of legislation to reform the healthcare system in the

United States or other countries;

• costs to comply with medical device regulations;
• changes in financial markets;
• changes in our credit ratings;
• our ability to integrate and realize the anticipated benefits of

acquisitions in full or at all or within the expected timeframes,

including our acquisition of Inari Medical, Inc. ("Inari");

• our ability to realize any anticipated cost savings;
• potential negative impacts resulting from climate change or

other environmental, social and governance and sustainability

related matters;

• the impact on our operations and financial results of any

public health emergency and any related policies and actions

by governments or other third parties; and

• other risks detailed in our filings with the SEC.

While we believe that the assumptions underlying such forward-

looking statements are reasonable, there can be no assurance

that future events or developments will not cause such

statements to be inaccurate. All forward-looking statements

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STRYKER CORPORATION 2025 FORM 10-K

contained in this report are qualified in their entirety by this

cautionary statement. We expressly disclaim any intention or

obligation to publicly update or revise any forward-looking

statement to reflect any change in our expectations or in events,

conditions or circumstances on which those expectations may be

based, or that affect the likelihood that actual results will differ

from those contained in the forward-looking statements

Trademarks

All trademarks or trade names referred to in this report are the

property of the Company, or, to the extent trademarks or trade

names belonging to other companies are referenced in this

report, the property of their respective owners. Solely for

convenience, the trademarks and trade names in this report are

referred to without the ® and ™ symbols, but such references

should not be construed as any indicator that the Company or, to

the extent applicable, their respective owners will not assert, to

the fullest extent under applicable law, the Company’s or their

rights thereto. We do not intend the use or display of other

companies’ trademarks and trade names to imply a relationship

with, or endorsement or sponsorship of us by, any other

companies.

Our operations and financial results are subject to various risks

and uncertainties discussed below that could materially and

adversely affect our business, cash flows, financial condition and

results of operations. Additional risks and uncertainties not

currently known to us or that we currently deem not to be material

or that could apply to any company may also materially and

adversely affect our business, cash flows, financial condition or

results of operations. If any of the risks discussed below or other

risks actually occur or continue to occur, our business, financial

condition, operating results or cash flows could be materially

adversely affected. Accordingly, you should carefully consider the

following risk factors, as well as other information contained in or

incorporated by reference in this report.

BUSINESS AND OPERATIONAL RISKS

We use a variety of raw materials, components, devices and

third-party services in our global supply chains, production

and distribution processes; significant shortages, price

increases or unavailability of third-party services have in the

past increased, and could in the future increase, our

operating costs and could require significant capital

expenditures or adversely impact the competitive position of

our products: Our reliance on certain suppliers to secure raw

materials, components and finished devices, and on certain third-

party service providers, such as sterilization service providers,

exposes us to the risk of product shortages and unanticipated

increases in prices, whether due to inflationary pressure,

regulatory changes, litigation exposure, tariffs, geopolitical

tensions or otherwise. For example, in the past we have

experienced limited product availability due to an electronic

component shortage in certain product lines. If a similar shortage

occurs in the future with respect to any raw materials or

components, we may not be able to obtain them from our

suppliers on a timely basis, or at all, or identify alternative

suppliers. In addition, several raw materials, components,

finished devices and services are procured from a sole source

due to, among other things, the quality considerations, unique

intellectual property considerations or constraints associated with

regulatory requirements. If sole-source suppliers or service

providers are unable or unwilling to deliver these materials or

services as a result of financial difficulties, business disruptions,

acquisition by a third party, natural disasters, embargoes, tariffs

or otherwise, we may not be able to manufacture or have

available one or more products during such period of

unavailability and our business could suffer, possibly materially.

In certain cases, we may not be able to establish additional or

replacement suppliers for such materials or service providers for

such services in a timely or cost-effective manner, often as a

result of FDA and other regulations that require, among other

things, validation of materials, components and services prior to

their use in or with our products. In certain instances we have

been unable to meet demand due to supply chain challenges,

which has led to loss of sales. Although the impacts have not

been material to date, an inability to meet demand due to supply

chain challenges in the future could materially adversely impact

our reputation, the competitive position of our products and our

business. In addition, recently enacted tariffs by the United States

government and retaliatory measures by other governments

could adversely impact our supply chain or the availability of

certain components. Any of the foregoing risks could have a

material adverse impact on our profitability and results of

operations.

In addition, in recent years, the market has experienced

inflationary pressures in part due to global supply chain

disruptions, labor shortages and other impacts following the

COVID-19 pandemic. Inflation in the United States and in many

of the countries where we conduct business has resulted in, and

may in the future result in, high interest rates and increased

capital, energy, shipping and labor costs, weakening or

strengthening exchange rates against the United States Dollar

and other similar effects. We have continued to experience, and

may in the future experience, inflationary increases in

manufacturing costs and operating expenses, as well as negative

impacts from weakening or strengthening exchange rates against

the United States Dollar. Although we have been able to pass

certain cost increases on to our customers, we have not been

able to pass along all cost increases and we cannot guarantee

that we will be able to do so in the future, including in connection

with proposed or enacted tariffs. Inflation, high interest rates,

interest rate volatility or proposed or enacted tariffs may also

cause our customers to reduce or delay orders for our products

and services. Any of the foregoing could have a material adverse

impact on our sales, profitability and results of operations.

We are subject to pricing pressures as a result of cost

containment measures in the United States and other

countries and other factors, including changes in

reimbursement practices and coverage policies and third-

party payor cost containment measures: Initiatives to limit the

growth of general healthcare expenses and hospital costs are

ongoing and gaining increased attention in the markets in which

we do business. These initiatives are sponsored by government

agencies, legislative bodies and the private sector and include

price regulation and competitive pricing. For example, China has

implemented a volume-based procurement process designed to

decrease prices for medical devices and other products. Pricing

pressure has also increased due to pressures on healthcare

budgets, continued consolidation among healthcare providers,

trends toward managed care, the shift toward governments

becoming the primary payers of healthcare expenses, reduction

in coverage or reimbursement levels and medical procedure

volumes and government laws and regulations relating to sales

and promotion, reimbursement and pricing generally. Coverage

policies and reimbursement levels can vary across the payer

community globally, regionally, and locally, and may affect which

products customers purchase, the market acceptance rate for

new technologies and the prices customers are willing to pay for

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STRYKER CORPORATION 2025 FORM 10-K

those products in a particular jurisdiction. Furthermore, any

changes to the coverage or reimbursement landscape, or

adverse decisions relating to our products by administrators of

these systems could significantly reduce reimbursement for

procedures using our products or result in denial of

reimbursement for those products, which could adversely affect

customer demand, or the price customers are willing to pay for

such products. Public and private payers have challenged, and

are expected to continue to challenge, prices charged for medical

products and services. Such downward pricing pressures from

any or all of these payers may result in an adverse effect on our

business, results of operations, financial condition and cash

flows. We have also reduced prices for certain products due to

increased competition and if we further reduce prices, we could

become less profitable. In addition, due to healthcare industry

consolidation in recent years, competition to provide goods and

services to industry participants has become, and may continue

to become, more intense, and this consolidation has produced,

and may continue to produce, larger enterprises with more

bargaining power. Pricing pressures related to any of the

foregoing or other factors have impacted and could in the future

impact our results of operations and profitability.

We operate in a highly competitive industry in which

competition and the regulatory burden in the development

and improvement of new and existing products is

significant: The markets in which we compete are highly

competitive, and a significant element of our strategy is to

increase revenue growth by focusing on innovation, new product

development and improvement of existing products, including

connectivity solutions. New business models, products and

surgical procedures, as well as improvements to existing

products, are introduced on an ongoing basis and our present or

future products could be rendered obsolete or uneconomical by

internal or external technological advances, including by our

existing competitors and new market entrants, which could

adversely impact demand for certain of our existing products. The

success of our products and services depends on, among other

things, our ability to properly identify customer needs and predict

future needs, including connectivity solutions; innovate and

develop new technologies, services and applications at an

accelerated pace; and appropriately allocate our research and

development spending to products and services with higher

growth. Our existing competitors and new market entrants may

respond more quickly to or integrate new or emerging

technologies such as robotics, artificial intelligence (AI) and

machine learning in their product offerings, undertake more

extensive marketing campaigns, have greater access to clinical

information to support ongoing product position in the market,

have greater financial, marketing and other resources or be more

successful in attracting potential customers, employees and

strategic partners. There can be no assurance that any products

now in development, or that we may seek to develop in the

future, will achieve technological feasibility, obtain regulatory

approval or gain market acceptance. If we are unable to develop

and launch new products, our ability to maintain or expand our

market position in the markets in which we participate may be

negatively impacted.

We may be unable to maintain adequate working

relationships with healthcare professionals: We work with

healthcare professionals in a transparent and responsible

manner and seek to maintain these relationships with respected

physicians and medical personnel in healthcare organizations,

such as hospitals and universities, who assist in product research

and development. We rely on these professionals to assist us in

the development and improvement of proprietary products. If we

are unable to maintain these relationships due to regulatory

restrictions, hospital access restrictions for non-patients or for

other reasons, our ability to develop, market and sell new and

improved products could be adversely affected.

We rely on indirect distribution channels and major

distributors that are independent of Stryker: In many markets

we rely on indirect distribution channels to market, distribute and

sell our products. These indirect channels often are the main

point of contact for the healthcare professionals and healthcare

organization customers who buy and use our products. Our

ability to continue to market, distribute and sell our products may

be at risk if the indirect channels become insolvent, choose to sell

competitive products, choose to stop selling medical technology,

fail to adhere to Stryker requirements or are subject to new or

additional government regulation.

We are subject to risks associated with our extensive global

operations: We develop, manufacture and distribute our products

globally. Our global operations are subject to risks and costs

related to, among other things, changes in coverage or

reimbursement levels from third-party payors in the United States

and other countries; changes in regulatory requirements (such as

the staggered phase-in period for manufacturers to comply with

the European Union Medical Device Regulation (MDR) through

December 2028); differing local product preferences and product

requirements; diminished protection of intellectual property in

some countries; tariffs and other trade protection measures, as

well as increasing localization and protectionism policies in

certain jurisdictions; international trade disputes and import or

export requirements; difficulty in staffing and managing foreign

operations; introduction of new internal business structures and

programs; political and economic instability and uncertainty;

current or potential geopolitical conflicts, such as the tensions

between China and Taiwan and the wars in Ukraine and the

Middle East, and related sanctions and other developments;

disruptions of transportation, including port closures, increased

border controls or border closures or reduced transportation

availability, due to military conflicts, a global pandemic of

contagious diseases; increased energy or transportation costs;

fluctuations in currency exchange rates and financial markets;

and increased security threats to our supply chain. For example,

the United States has recently enacted and proposed to enact

new tariffs. These developments, the perception they could

occur, or changes to the existing exemption framework may have

a material adverse effect on global economic conditions and may

significantly reduce global trade. Many of these risks are rapidly

evolving and subject to an accelerating pace of change. Our

business could be adversely impacted if we are unable to

successfully manage these and other risks of global operations in

an increasingly volatile environment. In addition, in many

countries, the laws and regulations applicable to us or our

industry are evolving, and we have in certain cases become

subject to divergent and conflicting laws and regulations across

our operations, which has increased the risks we are subject to.

We may be unable to capitalize on previous or future

acquisitions: In addition to internally developed products, we

invest in new products and technologies through acquisitions,

including our acquisition of Inari in 2025. Such investments are

inherently risky, and we cannot guarantee that any acquisition will

be successful or will not have a material unfavorable impact on

us. The risks include the activities required and resources

allocated to integrate new businesses, a slower pace of

integration than initially projected, diversion of management time

that could adversely affect management’s ability to focus on other

Dollar amounts in millions except per share amounts or as otherwise specified. 7

STRYKER CORPORATION 2025 FORM 10-K

projects, the inability to realize the expected benefits, savings or

synergies from the acquisition, the loss of key personnel,

litigation resulting from the acquisition and exposure to

unexpected liabilities of acquired companies. Certain acquisitions

are subject to antitrust and competition laws, and antitrust

scrutiny by regulatory agencies and changes to the regulatory

approval process in the United States and foreign jurisdictions

may cause approvals to take longer than anticipated to obtain,

not be obtained at all, or contain burdensome conditions, which

may jeopardize, delay or reduce the anticipated benefits of

acquisitions to us and could impede the execution of our

business strategy. In addition, we cannot be certain that the

businesses we acquire will become or remain profitable.

We, our business partners or our third-party vendors could

experience a material failure or breach of a key information

technology system, network, process or site: We rely

extensively on information technology (IT) systems to conduct

business. In addition, we rely on networks and services, including

internet sites, cloud and software-as-a-service solutions, data

hosting and processing facilities and tools and other hardware,

software (including open-source software) and technical

applications and platforms, some of which are managed, hosted,

provided and/or used by third parties or their vendors, to assist in

conducting our business. Furthermore, numerous and evolving

cybersecurity threats have posed, and will continue to pose, risks

to the security of our IT systems, networks and product offerings,

as well as the confidentiality, availability and integrity of our data.

Emerging technologies such as generative AI may be used by

malicious actors to create more targeted phishing narratives,

spread disinformation about us or our products or otherwise

strengthen social engineering capabilities. An increasing risk of

civil unrest, political tensions, wars or other military conflicts may

also impact the cybersecurity threat risk landscape. Some of our

products, services, and information technology systems contain

or use open-source software which poses particular risks,

including potential security vulnerabilities, licensing compliance

issues and quality issues. We, our customers and third-party

hosting services have experienced, and expect to continue to

experience, security breaches of, unauthorized access to, and

disruptions of, products or systems. While such breaches,

unauthorized access and disruptions have not had a material

effect on us to date, we cannot guarantee that any future breach

or unauthorized access will not be material and any breach or

unauthorized access could impact the use of such products and

systems and the security of information stored therein. Although

we have made investments and expect to continue to make

investments seeking to address these threats, including

monitoring of networks and systems, use of AI, hiring of experts,

employee training, security policies for employees and third-party

providers and designing, developing and maintaining processes

and procedures to come into compliance with regulatory and

legal enactments such as Section 524B of the Federal Food,

Drug, and Cosmetic Act in the United States, the techniques used

in these attacks change frequently and may be difficult to detect

for periods of time and we may face difficulties in anticipating and

implementing adequate preventative measures.

When cybersecurity or other technology related incidents occur,

we follow our incident response protocols and address them in

accordance with applicable governmental regulations and other

legal requirements. Our response to these incidents and our

investments to protect our product offerings and information

technology infrastructure and data may not shield us from

significant losses and potential liability or prevent any future

interruption or breach of our systems. Moreover, given the

increasing complexity and sophistication of the techniques used

by threat actors to obtain unauthorized access or disable or

degrade systems, a cyberattack could occur and persist for an

extended period of time before being detected, and we may not

anticipate these acts or mitigate them adequately or timely, which

may compound damages before the incident is discovered or

remediated. The extent of a particular cyber incident and the

steps that we may need to take to investigate the incident may

not be immediately clear, and it may take a significant amount of

time before such investigation can be completed and full and

reliable information about the incident is known. New regulations

may require us to disclose information about a material

cybersecurity incident before it has been resolved or fully

investigated. Additionally, as threats continue to evolve and

increase, and as the regulatory environment and customer

requirements related to information security, data collection and

use, and privacy become increasingly rigorous, we may be

required to devote significant additional resources to modify and

enhance our security controls and to identify and remediate any

security vulnerabilities, which could adversely impact our net

income. In addition, a significant number of our employees

working remotely has exposed us, and may continue to expose

us, to greater risks related to cybersecurity and cyber-liability.

Hardware and software failures or delays in our key information

technology systems, networks, processes or sites could disrupt

our operations, cause the loss of confidential information or

otherwise adversely impact our business. Our systems, networks,

processes and sites may be vulnerable to damage, disruptions

and shutdown from a variety of sources, including malfunctions in

maintenance updates or security patches, design defects, the

age of the technology, network failures, modernization or other

initiatives, human acts and natural disasters. For example, some

of our information technology systems contain legacy third-party

software components for which we depend on a layered security

approach to protect against exploitation, which may not be

effective. Any such damage or disruptions could also compromise

the security of our information systems and networks. These

issues can also arise as a result of failures by, or in the software

or hardware of, third parties, including networks or service

providers, with whom we do business and over whom we have

limited or no control. Any disruption or failure of our systems,

networks, processes or sites could have a material impact on our

business and operations.

If our IT systems, networks or processes are damaged or cease

to function properly for any reason, the networks, service

providers, hardware or software we rely upon fail to function

properly, or we or one of our third-party providers suffer a loss or

disclosure of our business or stakeholder information due to any

number of causes ranging from catastrophic events or power

outages to improper data handling or security breaches or

unauthorized access and our business continuity plans do not

effectively address these failures on a timely basis, we may be

exposed to reputational, competitive and business harm as well

as litigation and regulatory action and fines, penalties and

expenses related thereto.

An inability to successfully manage the implementation of

our new commercial global enterprise resource planning

(ERP) system could adversely affect our operations and

operating results: We are in the process of implementing a new

commercial ERP system. This system will replace many of our

existing operating and financial systems. The implementation is a

major undertaking, both financially and from a management and

personnel perspective. Any material disruptions, delays or

deficiencies in the design and implementation of our new ERP

Dollar amounts in millions except per share amounts or as otherwise specified. 8

STRYKER CORPORATION 2025 FORM 10-K

system could adversely affect our ability to process orders, ship

products, provide services and customer support, send invoices

and track payments, fulfill contractual obligations or otherwise

operate our business.

We may be unable to attract, develop and retain executives

and key employees: Our sales, technical and other key

personnel play an integral role in the development, marketing and

selling of new and existing products. Our future performance also

depends in large part on the continued services of our senior

management. If we are unable to recruit, hire, develop and retain

a talented, competitive workforce in our highly competitive

industry, or if we are unable to plan effective succession for the

future, we may not be able to meet our strategic business

objectives. Inflationary pressures, labor demand and shortages

and other macroeconomic factors have increased and could

further increase the cost of labor and could harm our ability to

recruit, hire and retain talented employees. In addition, increased

unionization could negatively impact our labor costs and ability to

create an engaging, connected culture, which could adversely

affect our ability to recruit, hire, develop and retain a talented,

competitive workforce. Further, if we are unable to maintain

competitive and equitable compensation and benefit programs,

including incentive programs which reward financial and

operational performance, our ability to recruit, hire, engage,

motivate and retain talent could be negatively affected.

Additionally, if we are unable to maintain an inclusive culture that

aligns our workforce with our mission and values, it could

adversely impact our ability to recruit, hire, develop and retain

key talent. Further, our remote and hybrid work practices, and

ability to provide flexible and alternative work arrangements may

not meet the needs or expectations of our employees, including

senior management or other key employees, which could

negatively impact our ability to attract and retain highly skilled

employees, or may harm our culture and/or decrease employee

engagement, which could adversely impact our ability to recruit,

hire, develop and retain a talented, competitive workforce.

Effective succession planning is also important to our long-term

success. Failure to ensure effective transfer of knowledge and

smooth transitions involving executives and other key employees

could hinder our strategic planning and execution. Changes in

our management team may be disruptive to our business, and

any failure to successfully integrate key new hires or promoted

employees could adversely affect our business and results of

operations. The loss of the services of any of our senior

management or other key personnel, or our inability to attract

highly qualified senior management and other key personnel,

could harm our business. Our ability to execute our business

strategy could be impaired if we are unable to replace such

persons timely. In addition, recent legal and regulatory changes

affect our ability to enforce post-termination obligations from

certain employees with respect to non-competition, non-

solicitation and protection of confidential information. This may

negatively impact our ability to retain employees and protect our

information and relationships with customers and other third

parties.

Interruption of manufacturing operations could adversely

affect our business: We and our suppliers have manufacturing

and supply sites all over the world. However, the manufacturing

of certain of our product lines is concentrated in one or more

plants or geographic regions. We have principal manufacturing

and distribution facilities in the United States in Arizona,

California, Florida, Illinois, Indiana, Michigan, Minnesota, New

Jersey, Puerto Rico, Tennessee, Texas, Utah and Washington,

and outside the United States in China, France, Germany,

Ireland, Mexico, the Netherlands, Poland, Switzerland and

Turkey. Damage to our facilities, to our suppliers’ or service

providers’ facilities, or to our central distribution centers as a

result of natural disasters, fires, explosions or otherwise, as well

as issues in our manufacturing arising from a failure to follow

specific internal protocols and procedures, compliance concerns

relating to the quality systems regulation, equipment breakdown

or malfunction, IT system failures or cybersecurity incidents,

environmental hazard incidents or changes to environmental

regulations or other factors, could adversely affect the availability

of our products. In the event of an interruption in manufacturing,

we may be unable to move quickly to alternate means of

producing and distributing affected products to meet customer

demand. In the event of a significant interruption, we may

experience lengthy delays in resuming production or distribution

of affected products due to the need for regulatory approvals, and

we may experience loss of market share, additional expense and

harm to our reputation.

Our insurance program may not be adequate to cover future

losses: We maintain third-party insurance to cover our exposure

to certain property and casualty losses and are self-insured for

claims and expenses related to other property and casualty

losses, including product liability, intellectual property

infringement and enforcement, environmental, and cybersecurity

and data privacy losses. We manage a portion of our exposure to

self-insured losses through a wholly-owned captive insurance

company. Insurance coverage limits provided by third-party

insurers and/or our captive insurance company may not be

sufficient to fully cover certain losses we may experience.

We have experienced, and may continue to experience, a

significant and unpredictable need to adjust our operations

as market demand for certain of our products has shifted

and continues to shift or as may be mandated by

governmental authorities: Some of our products are particularly

sensitive to reductions in elective medical procedures. It is not

possible to predict whether elective medical procedures will be

suspended or reduced in the future and, to the extent individuals

and customers are required to delay or cancel elective

procedures, our business, cash flows, financial condition and

results of operations could be negatively affected. Further, our

customers have experienced, and may continue to experience,

staffing shortages that may result in decreased demand for our

products, which could negatively affect our business and financial

results.

Unpredictable increases in demand for certain of our products

have exceeded in the past, and could exceed in the future, our

capacity to meet such demand timely, which could adversely

affect our customer relationships and result in negative publicity.

In this regard, the accelerated development and production of

products and services to address medical and other requirements

could increase the risk of regulatory enforcement actions, product

defects or related claims or reputational harm, among other

things.

Our use of AI and other emerging technologies could

adversely impact our business and financial results: We

have begun to deploy AI and other emerging technologies in

various facets of our operations and products and we continue to

explore further use cases. The rapid advancement of these

technologies presents opportunities for us in research,

manufacturing, commercialization, and other business

endeavors, but also entails risks, including that AI-generated

content, analyses, or recommendations we utilize could be

deficient, that our competitors may more quickly or effectively

adopt AI capabilities, or that our use of AI or other emerging

Dollar amounts in millions except per share amounts or as otherwise specified. 9

STRYKER CORPORATION 2025 FORM 10-K

technologies increases regulatory, cybersecurity and other

significant risks. In addition, any disruption or failure in the AI

functionality we incorporate into our business activities, products

or services could adversely impact our business or result in

delays or errors in our product offerings. The legal and regulatory

landscape surrounding AI technologies is rapidly evolving and

uncertain, including in the areas of intellectual property,

cybersecurity and privacy and data protection. Compliance with

new or changing laws, regulations or industry standards relating

to AI may impose significant costs on us and limit our ability to

effectively develop, deploy or use AI technologies. Furthermore, if

we are unable to effectively manage the use of AI technologies

by our employees and service providers, our confidential

information, intellectual property and reputation could be put at

risk. Failure to appropriately respond to this evolving landscape

may result in reputational, competitive and business harm as well

as litigation and regulatory action and fines, penalties and

expenses related thereto.

Pandemics and public health emergencies, and the fear

thereof, have in the past materially adversely affected and

could in the future materially adversely affect, our

operations, supply chain, manufacturing, product

distribution, customers and other business activities:

Pandemics and public health emergencies, and the fear thereof,

have in the past materially adversely affected and could in the

future materially adversely affect, our operations, supply chain,

manufacturing, product distribution, customers and other

business activities:

In connection with prior pandemics, governmental authorities and

private enterprises implemented, and may in the future

implement in connection with another pandemic or public health

emergency (or in response to the fear thereof), measures, such

as travel bans and restrictions, quarantines, shelter-in-place

orders and shutdowns. Our customers, global suppliers,

distributors and manufacturing facilities have in the past been,

and could in the future be, materially affected by restrictive

measures implemented in response to a pandemic or public

health emergency, which has in the past caused and could in the

future cause them to be unable to hire and retain employees,

distribute or use our products or provide required services. We

have as a result experienced, and could in the future experience,

delays in, or the suspension of, our manufacturing operations,

sales activities, research and product development activities,

regulatory work streams, clinical development programs and

other important commercial functions, which may result in our

inability to satisfy consumer demand for our products in a timely

manner or at all and which could harm our reputation, future

sales and profitability. The extent of any future pandemic or

public health emergency’s effect on our business and industry will

depend on, among other things, the severity of the disease, the

successful development, distribution and acceptance of vaccines

for diseases, future resurgences and/or the spread of disease

variants, all of which are uncertain and difficult to predict. The

COVID-19 pandemic materially impacted us, and any future

pandemic or public health emergency could materially impact us

and would heighten many of the other risks described in this

report.

LEGAL AND REGULATORY RISKS

Current economic and political conditions make tax rules in

jurisdictions subject to significant change: Our future results

of operations could be affected by changes in the effective tax

rate as a result of changes in tax laws, regulations and judicial

rulings. We are continuing to evaluate the impact of tax reform in

the countries in which we operate as new guidance is published

and new regulations are adopted. In addition, further changes in

the tax laws could arise, including as a result of the base erosion

and profit shifting project undertaken by the Organisation for

Economic Cooperation and Development (OECD). The OECD,

which represents a coalition of member countries, has put forth

two proposed frameworks that revise the existing profit allocation

and nexus rules (Pillar 1) and ensure a minimal level of taxation

(Pillar 2), respectively, and several countries enacted tax

legislation based on these frameworks. In January 2026 the

OECD released Administrative Guidance containing the Side-by-

Side system (SbS System) and introduced two new Pillar 2 safe

harbors for multinationals headquartered in jurisdictions including

the United States with eligible tax systems. The safe harbors

must now be legislated domestically by each country with

enacted Pillar 2 legislation impacted by the new OECD

Administrative Guidance. These tax law changes and any

additional contemplated tax law changes could impact tax

expense in future periods.

We could be negatively impacted by future changes in the

allocation of income to each of the income tax jurisdictions

in which we operate: We operate in multiple income tax

jurisdictions both in the United States and internationally.

Accordingly, our management must determine the appropriate

allocation of income to each jurisdiction based on current

interpretations of complex income tax regulations. Income tax

authorities regularly perform audits of our income tax filings.

Income tax audits associated with the allocation of income and

other complex issues, including inventory transfer pricing and

cost sharing, product royalty and foreign branch arrangements,

may require an extended period to resolve and may result in

significant income tax adjustments including the assessment of

additional income taxes, interest and penalties. For example, we

received a final audit report and assessments from the German

Federal Central Tax Office ("FCTO") related to audits of tax years

2010 through 2017. Although we intend to defend our filing

positions through the FCTO independent appeals process and, if

necessary, litigation, there can be no assurance that we will be

successful. If the resolution of this matter results in additional

German income taxes, we intend to seek associated foreign tax

credits, but such credits may not be available on a timely basis or

at all, or may not fully offset any additional liability. Any such

outcome could materially adversely affect our business, financial

condition and results of operations. See Note 11 to our

Consolidated Financial Statements for more information.

The impact of healthcare reform legislation on our business

remains uncertain: Several markets where we sell our products

are making efforts to expand access to healthcare or health

insurance coverage while decreasing costs. These efforts may

have a direct or unintended negative impact on access to medical

technology and could have a significant effect on our business.

Both in the United States and internationally, governmental

authorities may make legislative or administrative reforms to

existing reimbursement programs, make adverse decisions

relating to our products’ coverage or reimbursement, or make

changes to patient access to healthcare, all of which could

adversely impact the demand for and usage of our products or

the prices that our customers are willing to pay for them. We

cannot predict what healthcare programs and regulations could

ultimately be implemented at the federal or state level or the

effect that any future legislation or regulation in the United States

may have on our business. Similarly, we cannot predict the

impact that healthcare reform legislation in other countries where

we sell our products may have on our business.

Dollar amounts in millions except per share amounts or as otherwise specified. 10

STRYKER CORPORATION 2025 FORM 10-K

We are subject to extensive governmental regulation relating

to the classification, manufacturing, sterilization, licensing,

labeling, marketing and sale of our products: The

classification, manufacturing, sterilization, licensing, labeling,

marketing and sale of our products are subject to extensive and

evolving regulations and rigorous regulatory enforcement by the

FDA, state governments, European Union and other

governmental authorities in the United States and internationally.

These governmental authorities may impose additional

requirements or limits on the methods, procedures or agents we

use to manufacture and sterilize our products, which could have

a negative impact on our business. For example, governmental

authorities in the United States and internationally have or are

considering adopting regulations on the use of per- and

polyfluoroalkyl substances. In addition, the process of obtaining

licenses, regulatory clearances and/or approvals to market and

sell our products can be costly and time consuming and the

clearances and/or approvals might not be granted timely. We

have ongoing responsibilities under the laws and regulations

applicable to the manufacturing of products within our facilities

and those contracted by third parties that are subject to periodic

inspections by the FDA, state Boards of Pharmacy and other

governmental authorities to determine compliance with the quality

system, medical device reporting regulations and other

requirements. We may also be subject to legal obligations in

some countries that require disclosure or sharing of proprietary

information. We incur significant costs to comply with regulations,

including the MDR. If we fail to comply with applicable regulatory

requirements, we may be subject to a range of sanctions,

including substantial fines, warning letters that require corrective

action, product seizures, recalls, import restrictions, the

suspension of product manufacturing or sales, revocation of

approvals, exclusion from future participation in government

healthcare programs, substantial fines and criminal prosecution.

We are subject to federal, state and foreign healthcare

regulations, including anti-bribery, anti-corruption, anti-

kickback and false claims laws, globally and could face

substantial penalties if we fail to comply with such

regulations and laws: The relationships that we, and third

parties that market and/or sell our products, have with healthcare

professionals, such as physicians, hospitals, healthcare

organizations and others, are subject to scrutiny under various

state and federal laws often referred to collectively as healthcare

fraud and abuse laws. In addition, the United States and foreign

government regulators have increased the enforcement of the

Foreign Corrupt Practices Act (FCPA) and other anti-bribery and

anti-kickback laws. We also must comply with a variety of other

laws that impose extensive tracking and reporting related to all

transfers of value provided to certain healthcare professionals

and others. These laws and regulations are broad in scope and

are subject to evolving interpretation and we have in the past

been, and in the future could be, required to incur substantial

costs to investigate, audit and monitor compliance or to alter our

practices. Violations or alleged violations of these laws have in

the past resulted and could in the future result in investigations,

litigation or government proceedings, and we have been and may

in the future be subject to criminal or civil penalties and

sanctions, including substantial fines, imprisonment of current or

former employees and exclusion from participation in

governmental healthcare programs. For example, in 2013 and

2018 we settled claims brought by the SEC related to the FCPA.

Pursuant to these settlements, we paid fines and penalties and

retained an independent compliance consultant. We continue to

implement recommendations that resulted from the independent

compliance consultant’s review of our commercial practices to

enhance our commercial business practices. In addition, as

disclosed in our prior filings, we were previously contacted by the

SEC, the United States Department of Justice, and other

regulatory authorities involving whether certain business activities

in certain foreign countries violated provisions of the FCPA and

analogous local laws. We have completed our investigation into

these matters. On April 1, 2025, and December 16, 2025, we

were informed by the DOJ and SEC, respectively, that each

agency had closed its inquiry. We are currently responding to

inquiries by certain foreign authorities arising in the normal

course of business, however, we do not expect these matters to

have a material effect, if any, on our financial statements.

We are subject to privacy, data protection and data security

regulations and laws globally, and could face substantial

penalties if we fail to comply with such regulations and laws:

We are subject to a variety of laws and regulations globally

regarding privacy, data protection and data security, including

those related to the collection, storage, handling, use, disclosure,

transfer and security of personally identifiable healthcare

information and the development and use of AI in sharing certain

data. For example, in the United States, privacy and security

regulations under the Health Insurance Portability and

Accountability Act of 1996, including the expanded requirements

under the Health Information Technology for Economic and

Clinical Health Act of 2009, establish comprehensive standards

with respect to the use and disclosure of protected health

information (PHI), by covered entities, in addition to setting

standards to protect the confidentiality, integrity and security of

PHI. Regulators are also imposing new data privacy and security

requirements, including new and greater monetary fines for

privacy violations. For example, the European Union’s General

Data Protection Regulation (GDPR) established rules regarding

the handling of personal data. Non-compliance with the GDPR

may result in monetary penalties of up to 4% of total company

revenue. Various government authorities within the United States

and around the world have imposed or are considering similar

types of laws and regulations, data breach reporting and

penalties for non-compliance or unauthorized disclosure and

increasing security requirements. These laws and regulations are

broad in scope and are subject to evolving interpretation and

enforcement and we have in the past been, and in the future

could be, required to incur substantial costs to monitor

compliance or to alter our practices. As new privacy-related laws

and AI-related regulations are implemented, the time and

resources needed for us to comply with such laws and

regulations, as well as our potential liability for non-compliance

and reporting obligations in the case of data breaches, have

increased and may further increase.

We may be adversely affected by product liability claims,

unfavorable court decisions or legal settlements: We are

exposed to potential product liability risks inherent in the design,

manufacture and marketing of medical devices, many of which

are implanted in the human body for long periods of time or

indefinitely. We are currently defendants in a number of product

liability matters, including those relating to our Rejuvenate and

ABGII Modular-Neck hip stems, LFIT Anatomic CoCr V40

Femoral Heads and the product liability lawsuits and claims

relating to Wright Medical Group N.V. (Wright) legacy hip

products discussed in Note 7 to our Consolidated Financial

Statements. These matters are subject to uncertainties and

outcomes are not predictable. Further, the European

Representative Actions Directive (the Collective Redress

Directive) mandates a class action regime in each EU member

Dollar amounts in millions except per share amounts or as otherwise specified. 11

STRYKER CORPORATION 2025 FORM 10-K

state to facilitate domestic and cross-border class actions in a

wide range of areas, including product liability claims with

medical devices. The European Product Liability Directive was

revised in 2024 and will become fully adopted into each member

state’s national laws by December 9, 2026. The revised Product

Liability Directive and Collective Redress Directive exposes us to

additional litigation risks and could result in significant legal

expenses. In addition, we may incur significant legal expenses or

reputational damage for product liability claims regardless of

whether we are found to be liable.

Intellectual property litigation and infringement claims could

cause us to incur significant expenses or prevent us from

selling certain of our products: The medical device industry is

characterized by extensive intellectual property litigation and,

from time to time, we are the subject of claims of infringement or

misappropriation. Regardless of the outcome, such claims are

expensive to defend and divert management and operating

personnel from other business issues. A successful claim or

claims of patent or other intellectual property infringement against

us could result in payment of significant monetary damages and/

or royalty payments or negatively impact our ability to sell current

or future products in the affected category.

Dependence on intellectual proprietary rights and failing to

protect such rights or to be successful in litigation related to

such rights may impact offerings in our product portfolios:

Our long-term success largely depends on our ability to market

technologically competitive products. If we fail to obtain or

maintain adequate intellectual property protection, it could allow

others to sell products that directly compete with proprietary

features in our product portfolio. Also, our issued patents may be

subject to claims challenging their validity and scope and raising

other issues. In addition, currently pending or future patent

applications may not result in issued patents and the expiration of

patents may lead to a loss of exclusive rights and/or increased

competition.

MARKET RISKS

We have exposure to exchange rate fluctuations on cross border

transactions and translation of local currency results into United

States Dollars: We report our financial results in United States

Dollars and approximately 24% of our net sales are denominated

in foreign currencies, including the Australian Dollar, British

Pound, Canadian Dollar, Euro and Japanese Yen. Cross border

transactions with external parties, financing transactions in

currencies other than the United States Dollar and intercompany

relationships result in increased exposure to foreign currency

exchange effects. While we use derivative instruments to

manage the impact of currency exchange, our hedging strategies

may not be successful, and our unhedged exposures continue to

be subject to currency fluctuations. In addition, the weakening or

strengthening of the United States Dollar results in favorable or

unfavorable translation effects when the results of our foreign

locations are translated into United States Dollars. Currency

exchange rates continue to be volatile, and these currency

fluctuations have affected, and may continue to affect, our results

of operations.

Additional capital that we may require in the future may not

be available to us or may only be available to us on

unfavorable terms, which could negatively affect our

liquidity: Our future capital requirements will depend on many

factors, including operating requirements, current and future

acquisitions and the need to refinance existing debt. Our ability to

issue additional debt or enter into other financing arrangements

on acceptable terms could be adversely affected by our debt

levels, unfavorable changes in economic conditions or

uncertainties that affect the capital markets. Changes in credit

ratings issued by nationally recognized credit rating agencies

could also adversely affect our access to and cost of financing.

Higher borrowing costs or the inability to access capital markets

could adversely affect our ability to support future growth and

operating requirements. In addition, we have experienced, and

could in the future experience, loss of sales and profits due to

delayed payments or insolvency of healthcare professionals,

hospitals and other customers and suppliers facing liquidity

issues due to the current macroeconomic environment, type and

number of conditions being treated or for other reasons. As a

result, we may be compelled to take additional measures to

preserve our cash flow, including through the reduction of

operating expenses or suspension of dividend payments.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS

We could be negatively impacted by evolving requirements

and expectations related to corporate responsibility and

sustainability-related matters, including those related to

climate: Governments, investors, customers, employees and

other stakeholders have been focused on corporate responsibility

practices and disclosures, and expectations in this area continue

to rapidly evolve, including in diverging directions. On occasion,

we announce new initiatives and make disclosures, including

goals, relating to various corporate responsibility matters.

Implementation of these initiatives involves risks and

uncertainties, requires investments and depends in part on third-

party performance or data that is outside our control. We cannot

guarantee that we will achieve our announced corporate

responsibility initiatives. If we fail or are perceived to have failed

to achieve previously announced initiatives or goals, comply with

corporate responsibility laws and regulations, meet evolving

expectations or accurately disclose our progress, we could face

legal and regulatory proceedings and our reputation, business,

financial condition and results of operations could be adversely

impacted. Furthermore, there is no guarantee that we will satisfy

the evolving and diverging expectations of our various

stakeholders on corporate responsibility matters, and a failure to

satisfy the expectations of any key stakeholder group could result

in, among other things, reduced demand for our products,

reduced profits, increased investigations and litigation and an

increased risk of reputational damage. If we are unable to satisfy

evolving and diverging expectations on these matters, certain

investors and other stakeholders may conclude that our policies

and/or actions with respect to corporate responsibility matters are

inadequate or undesirable.

Physical weather events, as well as legal, regulatory or

market measures related to environmental, climate and other

sustainability matters, could adversely affect our operations

and operating results: Weather-related events and evolving

environmental conditions may result in operational, supply chain

and infrastructure disruptions. Such events, including hurricanes,

tornadoes, wildfires, droughts, extreme temperatures, flooding,

and other natural disasters, could damage our facilities and

products, or those of our suppliers, disrupt manufacturing and

distribution, reduce workforce availability, increase raw material

and component costs, increase liabilities, or adversely affect the

operations of hospitals, medical care facilities and other

customers, any of which could negatively impact our results of

operations. In addition, sustainability-related matters continue to

be the subject of regulatory, legal and market attention.

Regulatory requirements and enforcement approaches may

evolve, differ by jurisdiction, or change over time, including

through the adoption, modification, interpretation, or enforcement

Dollar amounts in millions except per share amounts or as otherwise specified. 12

STRYKER CORPORATION 2025 FORM 10-K

of environmental laws and regulations. Such developments may

increase compliance costs, create uncertainty, affect raw material

availability and sourcing, require operational changes, or

otherwise adversely affect our manufacturing, supply chain,

distribution activities or operating results.

RISK MANAGEMENT AND STRATEGY

We review cybersecurity risk as part of our overall enterprise risk

management program. This ensures that cybersecurity risk

management remains a top priority in our business strategy and

operations.

MANAGEMENT'S ROLE IN MANAGING RISK

Primary management responsibility for assessing, monitoring and

managing our cybersecurity risks rests with our chief information

security officer ("CISO"). Our current CISO has over 30 years of

experience in information technology and cybersecurity in the

United States military, retail and healthcare sectors and oversees

our team of cybersecurity professionals. The CISO is regularly

informed about recent developments in cybersecurity, including

potential threats and innovative risk management techniques.

The CISO implements and oversees processes for the regular

monitoring of our information systems. We use various tools and

methodologies to manage cybersecurity risk that are tested

regularly. We also monitor and evaluate our cybersecurity

posture and performance on an ongoing basis through regular

vulnerability scans, penetration tests and threat intelligence

feeds. In addition, we engage third-party consultants to conduct

annual cybersecurity assessments and to conduct audits for

compliance with regulatory, Sarbanes-Oxley Act, Service

Organization Control Type 2 and International Organization for

Standardization standards. We also engage third parties to

assess our cybersecurity maturity and risk management

programs.

We use a cross-departmental approach to addressing

cybersecurity risk, with our cybersecurity, product security and

legal teams presenting quarterly on key topics to a committee of

leaders in technology, legal, finance, regulatory and corporate

affairs functions. This leadership committee meets quarterly to

ensure that we have input and oversight from critical

stakeholders into our cybersecurity program and evolving issues.

The CISO oversees a training and awareness program for

employees to take part in protecting the Company against

cybersecurity risks. We have implemented annual mandatory

security education to help employees understand cybersecurity

risks and comply with our cybersecurity policies. Additionally, we

provide frequent communications around pertinent cybersecurity

topics and policies to all employees. We also provide additional

cybersecurity and data protection training to employees in certain

roles.

As part of our cybersecurity risk management program, we also

conduct cybersecurity, data protection, and privacy assessments

on all third parties who integrate with Stryker’s data, network,

systems and products. We use a combination of internal and

external tools to confirm that these third parties meet our security

requirements. We leverage standard industry threat model and

privacy impact assessment concepts to confirm that data

minimization and adequate data protections are in place. We

perform supplemental reviews as necessary, commensurate with

the risk associated with each vendor.

In the event of a cybersecurity incident, we have an incident

response plan that includes immediate actions to mitigate the

impact and long-term strategies for remediation and prevention of

future incidents. The cybersecurity and product security teams

routinely practice this plan with functions across the organization.

We conduct tabletop exercises with senior management, during

which we practice the procedures in place to ensure that

potentially material cybersecurity risks and incidents are

escalated to management and the Board of Directors where

applicable.

GOVERNANCE

Cybersecurity risks are overseen by the full Board of Directors

and the Audit Committee. The Audit Committee is central to the

Board of Directors’ oversight of cybersecurity risks and bears the

primary responsibility for overseeing cybersecurity risk. The Audit

Committee actively participates in strategic decisions related to

cybersecurity, offering guidance and approval for major

cybersecurity initiatives. This involvement ensures that

cybersecurity considerations are integrated into our broader

strategic objectives.

Our CISO provides comprehensive updates to the Audit

Committee at least three times a year and the full Board of

Directors periodically. These briefings include a range of topics,

including:

• Current cybersecurity landscape and emerging threats;
• Status of ongoing cybersecurity initiatives and strategies;
• Incident reports and learnings from any cybersecurity events;
• Metrics demonstrating company and industry-standard

prevention of common threats; and

• Regulatory changes impacting cybersecurity requirements

and strategy.

The Board of Directors is aware of the critical nature of managing

risks associated with cybersecurity threats and is actively

engaged in our cybersecurity risk management strategy.

RISKS FROM CYBERSECURITY THREATS

Although cybersecurity risks have not materially affected us,

including our business strategy, results of operations or financial

condition, to date, we face numerous and evolving cybersecurity

threats in our business. For more information about the

cybersecurity risks we face, see the risk factor entitled "We, our

business partners or our third-party vendors could experience a

material failure or breach of a key information technology system,

network, process or site" in Item 1A. Risk Factors.

We have approximately 27 company-owned and 306 leased

locations worldwide including 55 manufacturing locations. We

believe that our properties are in good operating condition and

adequate for the manufacture and distribution of our products.

We do not anticipate difficulty in renewing existing leases as they

expire or in finding alternative facilities.

We are involved in various ongoing proceedings, legal actions

and claims arising in the normal course of our business, including

proceedings related to product, labor, tax, intellectual property

and other matters. Refer to Notes 7 and 11 to our Consolidated

Financial Statements for further information.

About Stryker

Stryker is a global leader in medical technologies and, together

with our customers, we are driven to make healthcare better. We

offer innovative products and services in MedSurg,

Neurotechnology, and Orthopaedics that help improve patient

and healthcare outcomes. Alongside our customers around the

world, we impact more than 150 million patients annually. Our

goal is to achieve sales growth at the high-end of the medical

technology (MedTech) industry and maintain our long-term capital

allocation strategy that prioritizes: (1) Acquisitions, (2) Dividends

and (3) Share repurchases.

We segregate our operations into two reportable business

segments: (i) MedSurg and Neurotechnology and (ii)

Orthopaedics. MedSurg and Neurotechnology products include

surgical equipment and navigation systems (Instruments),

endoscopic and communications systems (Endoscopy), patient

handling, emergency medical equipment and intensive care

disposable products (Medical), minimally invasive products for

the treatment of acute ischemic and hemorrhagic stroke and

venous thromboembolism (Vascular), a comprehensive line of

products for traditional brain and open skull-based surgical

procedures; orthobiologic and biosurgery products, including

synthetic bone grafts and vertebral augmentation products

(Neuro Cranial). Orthopaedics products consist primarily of

implants used in hip and knee joint replacements and trauma and

extremity surgeries.

Macroeconomic Environment

In 2025 the United States government has announced new tariffs

on goods imported into the United States from dozens of

countries, including China and the European Union member

states. In response, governments have threatened or imposed

reciprocal tariffs or taken other measures, and the United States

is in the process of negotiating with certain governments. We

continue to monitor and evaluate the situation. Tariffs are

expected to continue to result in an increase in certain product

costs or have adverse impacts on, among other things, demand

for our products and supply chains. The overall macroeconomic

and geopolitical environment, including tariffs or changes in trade

policies, slower economic growth or recession, market volatility

and inflation, and uncertainty regarding all of the foregoing, pose

risks that could impact our business and results of operations.

For more information about these risks, see Item 1A. "Risk

Factors."

Overview of 2025

In 2025 we achieved reported net sales growth of 11.2%.

Excluding the impact of acquisitions and divestitures, sales grew

10.3% in constant currency. We reported net earnings of $3,246

and net earnings per diluted share of $8.40. Excluding the impact

of certain items, we achieved adjusted net earnings**(1)** of $5,267

and adjusted net earnings per diluted share**(1)** of $13.63

representing growth of 11.8%.

We continued our capital allocation strategy by investing $4,960

in acquisitions and paying $1,284 in dividends to our

shareholders.

In 2025 we completed various acquisitions for total consideration

of $4,960, net of cash acquired. Refer to Note 6 to our

Consolidated Financial Statements for further information.

In February 2025 we entered into a new revolving credit

agreement that replaces our previous agreement dated October

2021. The primary changes included increasing the aggregate

principal amount of the facility by $750 to $3,000 and extending

the maturity date to February 25, 2030. On December 31, 2025

there were no borrowings outstanding under our revolving credit

facility or our commercial paper program which allows for

maturities up to 397 days from the date of issuance. The

maximum amount of our commercial paper that can be

outstanding at any time is $3,000.

In February 2025 we issued $500 of 4.550% senior unsecured

notes due February 10, 2027, $700 of 4.700% senior unsecured

notes due February 10, 2028, $800 of 4.850% senior unsecured

notes due February 10, 2030 and $1,000 of 5.200% senior

unsecured notes due February 10, 2035. In the second quarter

2025 we repaid $650 of 1.150% senior unsecured notes and in

the fourth quarter 2025 we repaid $750 of 3.375% senior

unsecured notes.

(1) Refer to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly

comparable GAAP financial measure.

Dollar amounts in millions except per share amounts or as otherwise specified. 16

STRYKER CORPORATION 2025 FORM 10-K

CONSOLIDATED RESULTS OF OPERATIONS

nm - not meaningful

Supplemental Net Sales Growth Information

Consolidated Net Sales

Consolidated net sales in 2025 increased 11.2% as reported and

10.7% in constant currency, as foreign currency exchange rates

positively impacted net sales by 0.5%. Excluding the 0.4% impact

of acquisitions and divestitures, net sales in constant currency

increased by 9.9% from increased unit volume and 0.4% due to

higher prices. The unit volume increase was primarily due to

higher shipments across all businesses.

Consolidated net sales in 2024 increased 10.2% as reported and

10.7% in constant currency, as foreign currency exchange rates

negatively impacted net sales by 0.5%. Excluding the 0.5%

impact of acquisitions and divestitures, net sales in constant

currency increased by 9.1% from increased unit volume and

1.1% due to higher prices. The unit volume increase was due to

higher shipments across all MedSurg and Neurotechnology

businesses and most Orthopaedics businesses.

Dollar amounts in millions except per share amounts or as otherwise specified. 17

STRYKER CORPORATION 2025 FORM 10-K

MedSurg and Neurotechnology Net Sales

MedSurg and Neurotechnology net sales in 2025 increased

15.7% as reported and 15.4% in constant currency, as foreign

currency exchange rates positively impacted net sales by 0.3%.

Excluding the 4.7% impact of acquisitions and divestitures, net

sales in constant currency increased by 10.0% from increased

unit volume and 0.7% due to higher prices. The unit volume

increase was due to higher shipments across all MedSurg and

Neurotechnology businesses.

MedSurg and Neurotechnology net sales in 2024 increased

11.1% as reported and 11.6% in constant currency, as foreign

currency exchange rates negatively impacted net sales by 0.5%.

Excluding the 0.4% impact of acquisitions and divestitures, net

sales in constant currency increased by 9.5% from increased unit

volume and 1.7% due to higher prices. The unit volume increase

was due to higher shipments across all MedSurg and

Neurotechnology businesses.

Orthopaedics Net Sales

Orthopaedics net sales in 2025 increased 4.3% as reported and

3.8% in constant currency, as foreign currency exchange rates

positively impacted net sales by 0.5%. Excluding the 5.7% impact

of acquisitions and divestitures, net sales in constant currency

increased by 9.6% from increased unit volume partially offset by

0.1% due to lower prices. The unit volume increase was due to

higher shipments across most Orthopaedics businesses.

Orthopaedics net sales in 2024 increased 8.9% as reported and

9.4% in constant currency, as foreign currency exchange rates

negatively impacted net sales by 0.5%. Excluding the 0.7%

impact of acquisitions and divestitures, net sales in constant

currency increased by 8.7% from increased unit volume. The unit

volume increase was due to higher shipments across all

Orthopaedics businesses.

Gross Profit

Gross profit was $16,065, $14,440 and $13,058 in 2025, 2024,

and 2023. The key components of the change were:

Gross profit as a percentage of net sales increased to 64.0% in

2025 from 63.9% in 2024 primarily due to higher sales pricing

and favorable volume partially offset by higher amortization of

inventory stepped up to fair value.

Gross profit as a percentage of net sales increased to 63.9% in

2024 from 63.7% in 2023 due to higher sales pricing and

favorable volume offset by higher manufacturing and supply

chain costs primarily due to inflationary pressures impacting fixed

and variable manufacturing costs as well as higher amortization

of inventory stepped up to fair value.

While segment mix was not a significant driver of the change in

gross profit as a percent of net sales between 2025, 2024 and

2023, we generally expect segment mix to have an unfavorable

impact for the foreseeable future as we anticipate more rapid

sales growth in our lower gross margin MedSurg and

Neurotechnology segment than our Orthopaedics segment.

Research, Development and Engineering Expenses

Research, development and engineering expenses as a

percentage of net sales in 2025 of 6.5% remained flat with 2024.

Research, development and engineering expenses as a

percentage of net sales in 2024 decreased to 6.5% from 6.8% in

2023 primarily due to lower spend on medical device regulations

in the European Union.

Selling, General and Administrative Expenses

Selling, general and administrative expenses as a percentage of

net sales in 2025 increased to 34.4% from 34.0% in 2024

primarily due to higher acquisition-related costs and continued

investments to support our growth. A charge of $139 for share-

based awards for Inari employees that vested upon our

acquisition is included in 2025.

Selling, general and administrative expenses as a percentage of

net sales in 2024 decreased to 34.0% from 34.7% in 2023

primarily due to continued spend discipline and lower charges for

structural optimization and certain legal matters partially offset by

higher acquisition-related costs.

Amortization of Intangible Assets

Amortization of intangible assets was $732, $623 and $635 in

2025, 2024 and 2023. These amounts include amortization

related to intangible assets acquired in 2025 from Inari, 2024

from various acquisitions and 2023 from Cerus Endovascular

Limited (Cerus). Refer to Notes 6 and 8 to our Consolidated

Financial Statements for further information.

Goodwill and Other Impairments

Goodwill and other impairments of $170, $977 and $36 were

recorded in 2025, 2024 and 2023.

In 2024 we recorded goodwill impairment charges of $456 related

to our Spine business and recognized an estimated loss of $362

as a result of classifying certain assets in our Spinal Implants

business as held for sale. Refer to Notes 8 and 16 to our

Consolidated Financial Statements for further information.

In 2025, 2024 and 2023 we recorded other impairments of $109,

$159 and $36. Refer to Note 15 to our Consolidated Financial

Statements for further information.

Operating Income

Operating income was $4,889, $3,689 and $3,888 in 2025, 2024

and 2023. Operating income increased as a percentage of sales

to 19.5% in 2025 from 16.3% in 2024 and increased from 19.0%

in 2023. Refer to the comments above for discussion of the

primary drivers of the change.

MedSurg and Neurotechnology operating income as a

percentage of net sales increased to 29.9% in 2025 from 29.6%

in 2024. MedSurg and Neurotechnology operating income as a

percentage of net sales increased to 29.6% in 2024 from 28.5%

in 2023. Orthopaedics operating income as a percentage of net

sales increased to 29.8% in 2025 from 28.5% in 2024.

Orthopaedics operating income as a percentage of net sales

increased to 28.5% in 2024 from 27.2% in 2023. The key

components of the change were:

Dollar amounts in millions except per share amounts or as otherwise specified. 18

STRYKER CORPORATION 2025 FORM 10-K

The increase in MedSurg and Neurotechnology operating income

as a percentage of net sales in 2025 from 2024 was primarily

driven by higher unit volumes and prices, and lower

manufacturing and supply chain costs partially offset by higher

selling, general and administrative expenses due to the

acquisition of Inari.

The increase in MedSurg and Neurotechnology operating income

as a percentage of net sales in 2024 from 2023 was primarily

driven by higher unit volumes, higher prices and a decrease in

selling, general and administrative expenses as a percentage of

sales partially offset by higher manufacturing and supply chain

costs.

The increase in Orthopaedics operating income as a percentage

of net sales for 2025 from 2024 was primarily by driven lower

selling, general and administrative expenses and higher unit

volumes partially offset by higher manufacturing and supply chain

costs.

The increase in Orthopaedics operating income as a percentage

of net sales for 2024 from 2023 was primarily driven by higher

sales volumes and a decrease in selling, general and

administrative expenses as a percentage of sales partially offset

by higher manufacturing and supply chain costs.

Interest Expense

Interest expense was $607, $409 and $363 in 2025, 2024 and

2023. The increase in 2025 from 2024 was due to increased

interest expense from our 2025 debt issuances. The increase in

2024 from 2023 was primarily due to the impact of additional

interest expense from our 2024 debt issuances.

Other Income

Other income was $232, $212 and $148 in 2025, 2024 and 2023.

The increase in 2025 from 2024 was primarily due to higher

interest income in 2025. The increase in 2024 from 2023 was

primarily due to higher interest income.

Income Taxes

Our effective tax rate was 28.1%, 14.3% and 13.8% for 2025,

2024 and 2023. The effective income tax rate for 2025 increased

from 2024 due to the 2025 tax effect of transfers of intellectual

property between tax jurisdictions and the 2024 tax effect of the

sale of the Spinal Implants business. The effective income tax

rate for 2024 increased from 2023 due to the 2023 tax effect of

transfers of intellectual property between tax jurisdictions offset

by the 2024 tax effect of the sale of the Spinal Implants business.

Our future results of operations could be affected by changes in

the effective tax rate as a result of changes in tax laws,

regulations and judicial rulings. We are continuing to evaluate the

impact of tax reform in the countries in which we operate as new

guidance is published and new regulations are adopted. In

addition, further changes in the tax laws could arise, including as

a result of the base erosion and profit shifting project undertaken

by the Organisation for Economic Cooperation and Development

(OECD). The OECD, which represents a coalition of member

countries, has put forth two proposed frameworks that revise the

existing profit allocation and nexus rules (Pillar 1) and ensure a

minimal level of taxation (Pillar 2), respectively, and several

countries enacted tax legislation based on these frameworks. In

January 2026, the OECD released Administrative Guidance

containing the SbS System and introduced two new Pillar 2 safe

harbors for multinationals headquartered in jurisdictions including

the United States with eligible tax systems. The safe harbors

must now be legislated domestically by each country with

enacted Pillar 2 legislation impacted by the new OECD

Administrative Guidance. These tax law changes and any

additional contemplated tax law changes, could impact tax

expense in future periods.

Net Earnings

Net earnings for 2025 increased to $3,246 or $8.40 per diluted

share from $2,993 or $7.76 per diluted share in 2024 and $3,165

or $8.25 per diluted share in 2023. Refer to the comments above

for discussion of the primary drivers of the change.

Non-GAAP Financial Measures

We supplement the reporting of our financial information

determined under accounting principles generally accepted in the

United States (GAAP) with certain non-GAAP financial measures,

including percentage sales growth in constant currency;

percentage organic sales growth; adjusted gross profit; adjusted

selling, general and administrative expenses; adjusted research,

development and engineering expenses; adjusted operating

income; adjusted other income (expense), net; adjusted income

taxes; adjusted effective income tax rate; adjusted net earnings;

and adjusted net earnings per diluted share (Diluted EPS). We

believe these non-GAAP financial measures provide meaningful

information to assist investors and shareholders in understanding

our financial results and assessing our prospects for future

performance. Management believes percentage sales growth in

constant currency and the other adjusted measures described

above are important indicators of our operations because they

exclude items that may not be indicative of or are unrelated to our

core operating results and provide a baseline for analyzing trends

in our underlying businesses. Management uses these non-

GAAP financial measures for reviewing the operating results of

reportable business segments and analyzing potential future

business trends in connection with our budget process and bases

certain management incentive compensation on these non-GAAP

financial measures. To measure percentage sales growth in

constant currency, we remove the impact of changes in foreign

currency exchange rates that affect the comparability and trend

of sales. Percentage sales growth in constant currency is

calculated by translating current and prior year results at the

same foreign currency exchange rate. To measure percentage

organic sales growth, we remove the impact of changes in

foreign currency exchange rates, acquisitions and divestitures,

which affect the comparability and trend of sales. Percentage

organic sales growth is calculated by translating current year and

prior year results at the same foreign currency exchange rates

excluding the impact of acquisitions and divestitures. To measure

earnings performance on a consistent and comparable basis, we

Dollar amounts in millions except per share amounts or as otherwise specified. 19

STRYKER CORPORATION 2025 FORM 10-K

exclude certain items that affect the comparability of operating

results and the trend of earnings. The income tax effect of each

adjustment was determined based on the tax effect of the

jurisdiction in which the related pre-tax adjustment was recorded.

These adjustments are irregular in timing and may not be

indicative of our past and future performance. The following are

examples of the types of adjustments that may be included in a

period:

1. Acquisition and integration-related costs. Costs related to

integrating recently acquired businesses (e.g., costs

associated with the termination of sales relationships,

employee retention and workforce reductions, manufacturing

integration costs and other integration-related activities),

changes in the fair value of contingent consideration,

amortization of inventory stepped-up to fair value, specific

costs (e.g., deal costs and costs associated with legal entity

rationalization) related to the consummation of the

acquisition process and legal entity rationalization and

acquisition-related tax items.

2. Amortization of purchased intangible assets. Periodic

amortization expense related to purchased intangible assets.

3. Structural optimization and other special charges. Costs

associated with employee retention and workforce

reductions, the closure or transfer of manufacturing and

other facilities (e.g., site closure costs, contract termination

costs and redundant employee costs during the work

transfers), product line exits (primarily inventory, long-lived

asset and specifically-identified intangible asset write-offs),

certain long-lived and intangible asset write-offs and

impairments and other charges.

4. Medical device regulations. Costs specific to updating our

quality system, product labeling, asset write-offs and product

remanufacturing to comply with the new medical device

reporting regulations and other requirements of the

European Union.

5. Recall-related matters. Changes in our best estimate of the

probable loss, or the minimum of the range of probable

losses when a best estimate within a range is not known, to

resolve the Rejuvenate, LFIT V40, Wright legacy hip

products and other product recalls.

6. Regulatory and legal matters. Changes in our best estimate

of the probable loss, or the minimum of the range of

probable losses when a best estimate within a range is not

known, to resolve certain regulatory or other legal matters

and the amount of favorable awards from settlements.

7. Tax matters. Impact of accounting for certain significant and

discrete tax items.

Because non-GAAP financial measures are not standardized, it

may not be possible to compare these financial measures with

other companies' non-GAAP financial measures having the same

or similar names. These adjusted financial measures should not

be considered in isolation or as a substitute for reported sales

growth, gross profit, selling, general and administrative expenses,

research, development and engineering expenses, operating

income, other income (expense), net, income taxes, effective

income tax rate, net earnings and net earnings per diluted share,

the most directly comparable GAAP financial measures. These

non-GAAP financial measures are an additional way of viewing

aspects of our operations when viewed with our GAAP results

and the reconciliations to corresponding GAAP financial

measures at the end of the discussion of Consolidated Results of

Operations below. We strongly encourage investors and

shareholders to review our financial statements and publicly-filed

reports in their entirety and not to rely on any single financial

measure.

The weighted-average diluted shares outstanding used in the

calculation of adjusted net earnings per diluted share are the

same as those used in the calculation of reported net earnings

per diluted share for the respective period.

Dollar amounts in millions except per share amounts or as otherwise specified. 20

STRYKER CORPORATION 2025 FORM 10-K

Reconciliation of the Most Directly Comparable GAAP Financial Measure to Non-GAAP Financial Measure

(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:

Dollar amounts in millions except per share amounts or as otherwise specified. 21

STRYKER CORPORATION 2025 FORM 10-K

(b) Structural optimization and other special charges represent the costs associated with:

(c) Goodwill and other impairments represent the costs associated with:

(d) Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device

reporting regulations and other requirements of the new medical device regulations in the European Union.

(e) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to

resolve certain recall-related matters.

(f) Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to

resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.

(g) Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:

FINANCIAL CONDITION AND LIQUIDITY

We believe our financial condition continues to be of high quality,

as evidenced by our ability to generate substantial cash from

operations and to readily access capital markets at competitive

rates despite the current macroeconomic environment. Operating

cash flow provides the primary source of cash to fund operating

needs and capital expenditures. Excess operating cash is used

first to fund acquisitions to complement our portfolio of

businesses. Other discretionary uses include dividends and

potentially share repurchases. We supplement operating cash

flow with debt to fund our activities as necessary. Our overall

cash position reflects our business results and a global cash

management strategy that takes into account liquidity

management, economic factors and tax considerations.

Operating Activities

Cash provided by operating activities was $5,044, $4,242 and

$3,711 in 2025, 2024 and 2023. The increase in 2025 was

primarily due to higher cash earnings and working capital

improvements. The increase in 2024 from 2023 was primarily due

to higher cash earnings partially offset by changes in working

capital.

Investing Activities

Cash used in investing activities was $4,866, $3,000 and $962 in

2025, 2024 and 2023. Cash used in 2025 included cash paid for

the acquisition of Inari, purchases of property, plant and

equipment, partially offset by proceeds from the sale of short

term investments and our Spinal Implants business. Cash used in

2024 included cash paid for various acquisitions and purchases

of short-term investments partially offset by proceeds from other

investing activities.

Financing Activities

Cash provided by financing activities in 2025 was $113 and used

in financing activities in 2024 and 2023 was $525 and $1,594.

Cash provided by 2025 was primarily driven by dividend

payments of $1,284 and repayments of $1,400 to pay off

maturing senior unsecured notes. These repayments were offset

by net proceeds of $2,979 from the issuance of senior unsecured

notes as described in Note 10 to our Consolidated Financial

statements. Cash used in 2024 was primarily driven by dividend

payments of $1,219 and repayments of $2,039 to pay off

maturing senior unsecured notes. These repayments were offset

by net proceeds of $3,011 from issuance of senior unsecured

notes.

We maintain debt levels that we consider appropriate after

evaluating a number of factors including cash requirements for

ongoing operations, investment and financing plans (including

acquisitions and share repurchase activities) and overall cost of

Dollar amounts in millions except per share amounts or as otherwise specified. 22

STRYKER CORPORATION 2025 FORM 10-K

capital. Refer to Note 10 to our Consolidated Financial

Statements for further information.

Liquidity

Cash, cash equivalents and marketable securities were $4,100

and $3,743, and our current assets exceeded current liabilities by

$6,961 and $7,231 on December 31, 2025 and 2024. We

anticipate being able to support our short-term liquidity and

operating needs from a variety of sources including cash from

operations, commercial paper and existing credit lines. We also

have a revolving credit agreement maturing in February 2030

with an aggregate principal amount of $3,000.

We raised funds in the capital markets in the past and may

continue to do so from time-to-time. We continue to have strong

investment-grade short-term and long-term debt ratings that we

believe should enable us to refinance our debt as needed.

Our cash, cash equivalents and marketable securities held in

locations outside the United States was approximately 20% on

December 31, 2025 and 2024.

Guarantees and Other Off-Balance Sheet Arrangements

We do not have guarantees or other off-balance sheet financing

arrangements, including variable interest entities, of a magnitude

that we believe could have a material impact on our financial

condition or liquidity.

CONTRACTUAL OBLIGATIONS AND FORWARD-LOOKING

CASH REQUIREMENTS

In 2025 we recorded charges for various legal matters as further

described in Note 7 to our Consolidated Financial Statements.

Recorded reserves represent the best estimate of the probable

loss, or the minimum of the range of probable losses when a best

estimate within the range is not known. The final outcome of

these matters is dependent on many variables that are difficult to

predict. The ultimate cost to entirely resolve these matters may

be materially different from the amount of the current estimates

and could have a material adverse effect on our financial

position, results of operations and cash flows. We are not able to

reasonably estimate the future periods in which payments will be

made.

As further described in Note 11 to our Consolidated Financial

Statements, on December 31, 2025 we had a reserve for

uncertain income tax positions of $403. Due to uncertainties

regarding the ultimate resolution of income tax audits, we are not

able to reasonably estimate the future periods in which any

income tax payments to settle these uncertain income tax

positions will be made.

As further described in Note 12 to our Consolidated Financial

Statements, on December 31, 2025 our defined benefit pension

plans were underfunded by $269, of which approximately $268

related to plans outside the United States. Due to the rules

affecting tax-deductible contributions in the jurisdictions in which

the plans are offered and the impact of future plan asset

performance, changes in interest rates and potential changes in

legislation in the United States and other foreign jurisdictions, we

are not able to reasonably estimate the amounts that may be

required to fund defined benefit pension plans.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing our financial statements in accordance with

generally accepted accounting principles, there are certain

accounting policies, which may require substantial judgment or

estimation in their application. We believe these accounting

policies and the others set forth in Note 1 to our Consolidated

Financial Statements are critical to understanding our results of

operations and financial condition. Actual results could differ from

our estimates and assumptions, and any such differences could

be material to our results of operations and financial condition.

Income Taxes

Our annual tax rate is determined based on our income, statutory

tax rates and the tax impacts of items treated differently for tax

purposes than for financial reporting purposes. Tax law requires

certain items be included in the tax return at different times than

the items are reflected in the financial statements. Some of these

differences are permanent, such as expenses that are not

deductible in our tax return, and some differences are temporary

and reverse over time, such as depreciation expense. These

temporary differences create deferred tax assets and liabilities.

Deferred tax assets generally represent the tax effect of items

that can be used as a tax deduction or credit in future years for

which we have already recorded the tax benefit in our income

statement. Deferred tax liabilities generally represent tax expense

recognized in our financial statements for which payment was

deferred, the tax effect of expenditures for which a deduction was

taken in our tax return but has not yet been recognized in our

financial statements or assets recorded at fair value in business

combinations for which there was no corresponding tax basis

adjustment.

Inherent in determining our annual tax rate are judgments

regarding business plans, tax planning opportunities and

expectations about future outcomes. Realization of certain

deferred tax assets is dependent upon generating sufficient

taxable income in the appropriate jurisdiction prior to the

expiration of the carryforward periods. Although realization is not

assured, management believes it is more likely than not that our

deferred tax assets, net of valuation allowances, will be realized.

We operate in multiple jurisdictions with complex tax policy and

regulatory environments. In certain of these jurisdictions, we may

take tax positions that management believes are supportable but

are potentially subject to successful challenge by the applicable

taxing authority. These differences of interpretation with the

respective governmental taxing authorities can be impacted by

the local economic and fiscal environment. We evaluate our tax

positions and establish liabilities in accordance with the

applicable accounting guidance on uncertainty in income taxes.

We review these tax uncertainties in light of changing facts and

circumstances, such as the progress of tax audits, and adjust

them accordingly. We have a number of audits in process in

various jurisdictions. Although the resolution of these tax

positions is uncertain, based on currently available information,

we believe that it is more likely than not that the ultimate

outcomes will not have a material adverse effect on our financial

position, results of operations or cash flows.

Dollar amounts in millions except per share amounts or as otherwise specified. 23

STRYKER CORPORATION 2025 FORM 10-K

Due to the number of estimates and assumptions inherent in

calculating the various components of our tax provision, certain

changes or future events, such as changes in tax legislation,

geographic mix of earnings, completion of tax audits or earnings

repatriation plans, could have an impact on those estimates and

our effective tax rate.

We received a final audit report and assessments from the

German Federal Central Tax Office (FCTO) related to the years

2010 through 2017 of $754 and expect to receive additional

assessments of $11 based on the final audit report. We intend to

defend our filing positions through the FCTO independent

appeals process and/or litigation as necessary. If the resolution of

this matter results in additional German income taxes, we expect

to pursue a claim for associated foreign tax credits. Our

unrecognized tax benefits associated with this matter remain

unchanged from 2024. Refer to Note 11 to our Consolidated

Financial Statements for further discussion.

Acquisitions, Goodwill and Intangibles, and Long-Lived

Assets

Our financial statements include the operations of an acquired

business starting from the completion of the acquisition. In

addition, the assets acquired and liabilities assumed are recorded

on the date of acquisition at their respective estimated fair values,

with any excess of the purchase price over the estimated fair

values of the net assets acquired recorded as goodwill.

Significant judgment is required in estimating the fair value of

intangible assets and in assigning their respective useful lives.

Accordingly, we typically obtain the assistance of third-party

valuation specialists for significant items. The fair value estimates

are based on available historical information and on future

expectations and assumptions deemed reasonable by

management but are inherently uncertain. We typically use an

income method to estimate the fair value of intangible assets,

which is based on forecasts of the expected future cash flows

attributable to the respective assets. Significant estimates and

assumptions inherent in the valuations reflect a consideration of

other marketplace participants and include the amount and timing

of future cash flows (including expected growth rates and

profitability), the underlying product or technology life cycles, the

economic barriers to entry and the discount rate applied to the

cash flows. Unanticipated market or macroeconomic events and

circumstances may occur that could affect the accuracy or

validity of the estimates and assumptions.

Determining the useful life of an intangible asset also requires

judgment. With the exception of certain trade names, the majority

of our acquired intangible assets (e.g., certain trademarks or

brands, customer and distributor relationships, patents and

technologies) are expected to have determinable useful lives.

Our assessment as to the useful lives of these intangible assets

is based on a number of factors including competitive

environment, market share, trademark, brand history, underlying

product life cycles, operating plans and the macroeconomic

environment of the countries in which the trademarked or

branded products are sold. Our estimates of the useful lives of

determinable-lived intangibles are primarily based on these same

factors. Determinable-lived intangible assets are amortized to

expense over their estimated useful life.

In some of our acquisitions, we acquire in-process research and

development (IPRD) intangible assets. For acquisitions

accounted for as business combinations, IPRD is considered to

be an indefinite-lived intangible asset until the research is

completed (then it becomes a determinable-lived intangible

asset) or determined to have no future use (then it is impaired).

For asset acquisitions, IPRD is expensed immediately unless

there is an alternative future use.

Indefinite-lived intangible assets and goodwill are not amortized

but are tested annually for impairment or whenever events or

circumstances indicate such assets may be impaired. Our annual

impairment testing date is October 31. When it is unlikely that an

indefinite-lived intangible asset or goodwill of a reporting unit is

impaired, we perform a qualitative assessment. For goodwill, that

qualitative assessment may be periodically supplemented with a

corroborative quantitative analysis.

When necessary, we perform a quantitative impairment test and

determine the fair value of the indefinite-lived intangible asset or

reporting unit using an income approach. For the quantitative

impairment test of goodwill, when appropriate, we corroborate

our concluded value under the income approach using a market

approach that utilizes trading multiples derived from a peer set of

similar companies. The income approach calculates the present

value of estimated future cash flows and requires certain

assumptions and estimates be made regarding market conditions

and our future profitability. Considerable management judgment

is necessary to evaluate the impact of operating and

macroeconomic changes and to estimate future cash flows used

to measure fair value. Assumptions used in our impairment

evaluations, such as forecasted growth rates and cost of capital,

are consistent with internal business plans. We believe such

assumptions and estimates are also comparable to those that

would be used by other marketplace participants.

We review our other long-lived assets for indicators of impairment

whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. The evaluation is

performed at the lowest level of identifiable cash flows, which is

at the individual asset level or the asset group level. The

undiscounted cash flows expected to be generated by the related

assets are estimated over their useful life based on updated

projections. If the evaluation indicates that the carrying amount of

the assets may not be recoverable, any potential impairment is

measured based upon the fair value of the related assets or

asset group as determined by an appropriate market appraisal or

other valuation technique. Assets classified as held for sale, if

any, are recorded at the lower of carrying amount or fair value

less costs to sell.

In our annual impairment test of goodwill as of October 31, 2024

we performed a quantitative assessment of the Spine reporting

unit using a discounted cash flow analysis to estimate the fair

value. The carrying value of the Spine reporting unit exceeded its

fair value and a charge of $273 was recognized in goodwill and

other impairments in our Consolidated Statements of Earnings.

The impairment charge for the Spine reporting unit was driven by

a decrease in future product demand due to the competitive

environment and an increase in the Spine reporting unit’s

weighted average cost of capital.

During the fourth quarter 2024 management committed to a plan

to sell certain assets associated with the Spinal Implants

business (disposal group) and such assets were classified as

held for sale beginning November 2024. We tested the net

carrying amounts of other assets, such as working capital

accounts, and determined that there was no impairment as the

fair values of these assets approximated their carrying values.

Goodwill was allocated to the disposal group and the retained

portion of the Spine reporting unit based on the relative fair

values. Goodwill allocated to the disposal group was tested for

impairment which resulted in an impairment charge of $183. As of

Dollar amounts in millions except per share amounts or as otherwise specified. 24

STRYKER CORPORATION 2025 FORM 10-K

December 31, 2024, there was no goodwill remaining attributable

to the Spinal Implants disposal group.

Finally we compared the carrying amount of the disposal group to

the fair value less cost to sell. As a result, we recognized an

estimated loss of $362 to record the disposal group at its fair

value less cost to sell in goodwill and other impairments in our

Consolidated Statements of Earnings.

In April 2025 we completed the sale of the disposal group to the

Viscogliosi Brothers, LLC as further discussed in Note 16. In the

first half of 2025 we recognized immaterial impairment charges to

record the disposal group at its fair value less cost to sell within

goodwill and other impairments in our Consolidated Statements

of Earnings. The fair value of the disposal group and

consideration received was measured using a discounted cash

flow analysis based upon the selling price and unobservable

inputs, such as market conditions and the rate used to discount

the estimated future cash flows to their present value based on

factors including the disposal group’s cost of equity and market

yield rates, which are Level 3 inputs. Consideration could

increase by up to $57 or decrease by up to $245 based on the

amount received.

With the acquisition of Inari in February 2025 discussed in Note 6

to our Consolidated Financial Statements, we established a new

Peripheral Vascular reporting unit consisting of the acquired Inari

business. Given the proximity of the impairment testing date to

the date of acquisition, the fair value of this new reporting unit

was not expected to exceed its carrying value by a significant

amount. We performed a quantitative impairment test for our

Peripheral Vascular reporting unit at October 31, 2025 and

determined that its fair value exceeded its carrying amount by

12%. At October 31, 2025, goodwill attributable to this reporting

unit was $3,203. The fair value of this reporting unit was

determined using a discounted cash flow analysis, which is a

form of the income approach. Significant inputs to the analysis

included assumptions for future revenue growth, operating

margin and the rate used to discount the estimated future cash

flows to their present value, based on the reporting unit’s

estimated weighted average cost of capital. We believe our

estimates are appropriate based upon current and future market

conditions and the best information available at the impairment

assessment date; however, future impairment charges could be

required if we do not achieve our cash flow, revenue and

profitability projections or if there is an increase in the weighted

average cost of capital.

The assumptions used in the discounted cash flow analysis are

subject to inherent uncertainties and subjectivity. The use of

different assumptions, estimates or judgments with respect to the

estimation of future cash flows and the determination of the

discount rate used to reduce such estimated future cash flows to

their net present value could materially affect the determination of

any impairment charges. Hypothetical changes in our estimates

of the discount rate, long-term revenue growth and long-term

operating margin would result in impairment charges as follows:

We did not identify any factors in 2025 or 2024 that would lead us

to believe that our other reporting units were at risk of a goodwill

impairment. Accordingly, we performed qualitative assessments

and concluded it was more likely than not that the fair values of

those reporting units exceeded their respective carrying amounts.

In 2025 our qualitative assessment was supplemented with a

corroborative quantitative analysis which indicated that the

implied fair values of our other reporting units exceed their

respective carrying amounts by at least 100%. Future changes in

the judgments, assumptions and estimates that are used in our

impairment testing for goodwill and indefinite-lived intangible

assets, including discount rates and cash flow projections, could

result in different estimates of fair value. A significant reduction in

estimated fair values could result in impairment charges that

could materially affect our results of operations.

Legal and Other Contingencies

We are involved in various ongoing proceedings, legal actions

and claims arising in the normal course of business, including

proceedings related to product, labor, tax, intellectual property

and other matters that are more fully described in Notes 7 and 11

to our Consolidated Financial Statements. The outcomes of these

matters will generally not be known for prolonged periods of time.

In certain of the legal proceedings, the claimants seek damages,

as well as other compensatory and equitable relief, that could

result in the payment of significant claims and settlements and/or

the imposition of injunctions or other equitable relief. For legal

matters for which management had sufficient information to

reasonably estimate our future obligations, a liability representing

management's best estimate of the probable loss, or the

minimum of the range of probable losses when a best estimate

within the range is not known, for the resolution of these legal

matters is recorded. The estimates are based on consultation

with legal counsel, previous settlement experience and

settlement strategies. If actual outcomes are less favorable than

those projected by management, additional expense may be

incurred, which could unfavorably affect future operating results.

We are currently self-insured for certain claims and expenses.

The ultimate cost to us with respect to product liability claims

could be materially different than the amount of the current

estimates and accruals and could have a material adverse effect

on our financial position, results of operations and cash flows.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 to our Consolidated Financial Statements for

further information.

We sell our products globally and, as a result, our operations and

financial results could be significantly affected by market risk

exposure from exchange rate risk. Our operating results are

primarily exposed to changes in exchange rates among the

United States Dollar, Australian Dollar, British Pound, Canadian

Dollar, Euro and Japanese Yen. We develop and manufacture

products in the United States, Canada, China, Costa Rica,

France, Germany, India, Ireland, Israel, Mexico, Poland,

Switzerland, Turkey and the United Kingdom and incur costs in

the applicable local currencies. This global deployment of

facilities serves to partially mitigate the impact of currency

exchange rate changes on our cost of sales. Refer to Notes 1, 4

and 5 to our Consolidated Financial Statements for information

regarding our use of derivative instruments to mitigate these

risks. A hypothetical 10% change in foreign currencies relative to

the United States Dollar would change the December 31, 2025

fair value of these instruments by approximately $449.

25

STRYKER CORPORATION 2025 FORM 10-K

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Chief

Executive Officer and Chief Financial Officer (the Certifying

Officers), evaluated the effectiveness of the Company’s

disclosure controls and procedures (as defined in Rules

13a-15(e) or 15d-15(e) promulgated under the Securities

Exchange Act of 1934, as amended) (Exchange Act) as of

December 31, 2025. Based on that evaluation, the Certifying

Officers concluded that the Company’s disclosure controls and

procedures were effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial

reporting during the fourth quarter of 2025 that materially

affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Management's Report on Internal Control Over Financial

Reporting

The Company's management is responsible for establishing and

maintaining adequate internal control over financial reporting, as

such term is defined in Exchange Act Rule 13a-15(f). The

Company's internal control over financial reporting was designed

to provide reasonable assurance to the Company's management

and Board of Directors regarding the reliability of financial

reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting

principles and includes those policies and procedures that: (i)

pertain to the maintenance of records that in reasonable detail

accurately and fairly reflect the transactions and dispositions of

the assets of the Company; (ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

Company are being made only in accordance with authorizations

of management and directors of the Company; and (iii) provide

reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of the Company's

assets that could have a material effect on the financial

statements.

The Company's management assessed the effectiveness of our

internal control over financial reporting on December 31, 2025. In

making this assessment, we used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control—Integrated Framework (2013).

We have excluded from our assessment the operations and

related assets of Inari, which we acquired in February 2025. As of

December 31, 2025 Inari represented approximately 10% of our

total assets, including the goodwill and intangible assets recorded

as part of the purchase price allocation, and approximately 2.3%

of our net sales for the year ended December 31, 2025. Based

on its assessment, management concluded that our internal

control over financial reporting was effective as of December 31,

Stryker’s independent registered public accounting firm has

issued an audit report on their assessment of the effectiveness of

the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Stryker

Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Stryker Corporation and subsidiaries’ internal

control over financial reporting as of December 31, 2025, based

on criteria established in Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework) (the COSO criteria). In

our opinion, Stryker Corporation and subsidiaries (the Company)

maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2025, based on the COSO

criteria.

As indicated in the accompanying Management’s Annual Report

on Internal Control Over Financial Reporting, management’s

assessment of and conclusion on the effectiveness of internal

control over financial reporting did not include the internal

controls of Inari Medical, Inc. (Inari), which is included in the 2025

consolidated financial statements of the Company and

constituted 10% of total assets as of December 31, 2025 and

2.3% of net sales for the year then ended. Our audit of internal

control over financial reporting of the Company also did not

include an evaluation of the internal control over financial

reporting of Inari.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United States)

(PCAOB), the 2025 consolidated financial statements of the

Company and our report dated February 11, 2026 expressed an

unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial

reporting included in the accompanying Management’s Report on

Internal Control Over Financial Reporting. Our responsibility is to

express an opinion on the Company’s internal control over

financial reporting based on our audit. We are a public

accounting firm registered with the PCAOB and are required to

be independent with respect to the Company in accordance with

the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audit in accordance with the standards of the

PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control

over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and

performing such other procedures as we considered necessary in

the circumstances. We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial

Reporting

A company’s internal control over financial reporting is a process

designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over

financial reporting includes those policies and procedures that (1)

Dollar amounts in millions except per share amounts or as otherwise specified. 46

STRYKER CORPORATION 2025 FORM 10-K

pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of

the assets of the company; (2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations

of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial

statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Grand Rapids, Michigan

February 11, 2026