Boston Scientific (BSX) 10-K risk factor changes: FY2025 vs FY2024

In addition to the other information contained in this Annual Report on Form 10-K [added: (this Annual Report)] and the exhibits hereto, the following risk factors should be considered carefully in evaluating our business.

You should refer to the explanation of the qualifications and limitations on forward-looking statements set forth at the end of [added: Part I,] Item 1.

Business of this Annual [removed: Report on Form 10-K.][added: Report.]

We face intense competition and may not be able to keep pace with the rapid technological changes in the medical devices [removed: industry,] [added: industry or low-cost competitive offerings,] which could have an adverse effect on our business, financial condition or results of operations.

We also face competition from non-medical device companies, including pharmaceutical companies, biotech companies and providers of various diagnostic [removed: tests,] [added: solutions,] which may offer alternative therapies [removed: or diagnostics] for disease states also amenable to [removed: treatment or] diagnosis [added: or treatment] using our products.

New competitors may emerge in the future, potentially including companies introducing new sales or distribution models to our industry or leveraging [removed: genomic] [added: genomic,] robotic, navigation, and/or other automation technologies.

Developments by other companies of products and/or services, processes or [removed: technologies] [added: technologies, including low-cost alternatives,] may make our products or proposed products obsolete or less competitive and may negatively impact our net sales.

We may experience declines in market size, average selling prices for our products, medical procedure volumes [removed: and] [added: and/or] our share of the markets in which we compete, which [removed: may materially adversely affect] [added: could have an adverse effect on] our [added: business, financial condition or] results of [removed: operations and financial condition.][added: operations.]

We continue to experience pressures across many of our businesses due to competitive activity, increased market power of our customers as the health care industry consolidates, national and regional government tenders, economic pressures experienced by our customers, [removed: staffing] [added: capacity] shortages within health care facilities that have and may continue to negatively impact demand for our products, public perception of our products, and the impact of managed care organizations and other third-party payers.

Continued consolidation in the health care industry or additional governmental controls exerted over pricing [added: in] and access [removed: in] [added: to] key markets could lead to increased demands for price concessions or limit or eliminate our ability to sell [removed: to] certain of [removed: our][added: our products, which could have an adverse effect on our business, financial condition or results of operations.]

[removed: significant market segments, which] [added: Challenging domestic and international economic conditions] could have an adverse effect on our business, financial [removed: condition or] [added: condition, cash flows and] results of operations.

In some cases, [removed: such] [added: these or other local procurement] processes may favor local [removed: companies] [added: players] to multinational companies like us.

[removed: Further] [added: These and any other] legislative or administrative reforms to the reimbursement systems in the U.S., Japan, China, or other countries in a manner that significantly reduce or eliminate reimbursement for procedures using our medical devices, including price regulation, site of service requirements, competitive bidding and tendering, coverage and payment policies, comparative effectiveness of therapies, heightened clinical data requirements, technology assessments and managed-care arrangements, could have a material adverse effect on our business, financial condition or results of operations.

The global macroeconomic environment has continued to experience challenging conditions and uncertainty, including [removed: around] [added: with respect to] inflation, interest rates, monetary policy, exchange [removed: rates] [added: rates, tariff] and [added: trade policies and] geopolitical developments, which could adversely impact our business, financial condition, cash flows and results of operations.

Continued inflationary pressure may also increase certain operational costs, including due to [removed: wage increases, or increases in the cost of materials or components.]

These conditions could affect our ability to access credit markets, including to obtain financing for mergers [added: and acquisitions (M&A) or for other general purposes.]

We are subject to a number of market, business, financial, legal and regulatory risks and uncertainties with respect to our international operations that could [removed: have a material] [added: adversely] impact [removed: on] our business, financial condition or results of operations.

International net sales accounted for [removed: 39] [added: 36] percent of our global net sales in [removed: 2024.][added: 2025.]

Our international operations are subject to a number of market, business and financial risks and uncertainties, including those related to our use of channel partners, go-to-market strategies, geopolitical and economic instability, foreign currency exchange and interest rate fluctuations, competitive product offerings, local changes in health care financing and payment systems and health care delivery systems, local product preferences and requirements, including preferences for local manufacturers, trade protection measures, including tariffs [removed: or] [added: and] other barriers to market participation, workforce instability, weaker intellectual property protection in certain countries than exists in the U.S. and longer accounts receivable cycles.

In addition, our international operations are subject to other established and developing U.S. and foreign legal and regulatory requirements, including FCPA and/or similar laws in other [removed: countries] [added: countries,] and U.S. and foreign import and export controls and licensing requirements, trade protection and embargo measures and customs laws.

Global businesses, including those in the medical device industry, are facing increasing scrutiny of, and heightened enforcement efforts with respect to, their [removed: international operations.]

Any alleged or actual failure to comply with legal and regulatory requirements may subject us to government scrutiny, civil and/or criminal proceedings, [removed: sanctions] [added: sanctions, fines] and [removed: other liabilities,] [added: penalties, or reputational harm] which may have a material adverse effect on our international operations, financial condition, results of operations and/or liquidity.

There [removed: may be greater] [added: continues to exist significant] uncertainty [removed: and market volatility following U.S. and global elections, including resulting from] [added: regarding] potential shifts in trade policies, tariffs [removed: or] [added: and] other trade protection measures, and the reaction of [removed: other] countries thereto, or changes to international trade agreements, which could have a material adverse effect on our operations, including our ability to source and manufacture products in a timely and cost effective manner, financial condition, results of operations and/or liquidity.

[added: Legislation aimed at boosting] competitiveness of U.S. businesses may have unintended negative effects on our business.

[removed: Lastly, geopolitical] [added: Geopolitical] developments related to [removed: various] [added: ongoing] global conflicts [added: and tensions] are sources of uncertainty and [added: risk, and] may cause disruptions to global or regional markets, supply chains or operations in [added: applicable regions, including those related to] the [removed: regions.][added: Russia/Ukraine war, tension in the Taiwan strait, and conflicts in the Middle East.]

Notably the Russia/Ukraine war has continued to create barriers to doing business in Russia and in parts of Eastern [removed: Europe, tension between China/Taiwan has created geopolitical shifts in Asia,] [added: Europe] and conflicts in the Middle East have disrupted operations of companies doing business in the region, including in Israel.

Our outstanding debt balance was [removed: $10.746] [added: $11.436] billion as of December 31, [removed: 2024.][added: 2025.]

Delays in [removed: our] product development and new product [added: approvals and] launches could result in disruption in our cash flow or our ability to continue to effectively manage our debt levels, which could have an adverse effect on our cost of borrowing, financial condition or results of operations.

[removed: Relatively small declines] [added: Declines] in the future performance and cash flows of a reporting unit or asset group, changes in our reporting units or in the structure of our business as a result of future reorganizations, acquisitions or divestitures of assets or businesses, or small changes in other key assumptions, may result in the recognition of significant asset impairment charges, which could have a material adverse impact on our results of operations.

As part of our strategy to [removed: realign] [added: strengthen] our [removed: business portfolio,] [added: core businesses and expand into high growth adjacencies,] we have completed multiple acquisitions in recent years and may pursue additional acquisitions in the future.

Some of the factors that could affect the success of our acquisitions include, among others, the effectiveness of our due diligence process, our ability to execute our business plan for the acquired companies, the strength of the acquired technology, results of clinical trials, regulatory approvals and reimbursement levels of the acquired [added: products and related procedures, the continued performance of critical transition services, our ability to adequately fund acquired in-process research and development projects and retain key employees and our ability to achieve synergies with our acquired companies, such as increasing sales of our products, achieving cost savings and effectively combining technologies to develop new products.]

Foreign acquisitions involve unique risks, including those related to integration of operations across different geographies, cultures and languages, currency risks and risks associated with the economic, political, legal and regulatory environment in specific [removed: countries.][added: countries, including tax laws.]

As a result of these assessments, we have undertaken prior restructuring and optimization initiatives to enhance our growth potential and position us for long-term [removed: success.][added: success, and may undertake other restructuring and optimization initiatives in the future.]

[removed: The 2023] Restructuring [removed: Plan further builds] [added: Plan) intended to support our efforts to expand operating performance and meet evolving global market demands and conditions, and which built] on our Global Supply Chain Optimization [removed: strategy, which is intended] [added: strategy] to simplify our manufacturing and distribution network by transferring certain production lines among facilities and expanding operational efficiencies and resiliency across production, sterilization, and distribution.

[removed: These] [added: Key] activities [added: under the 2023 Restructuring Plan] were initiated during the first quarter of [removed: 2023,] [added: 2023] and [removed: are expected to be] [added: were] substantially [removed: completed] [added: complete] by the end of 2025.

The 2023 Restructuring Plan is expected to result in total pre-tax charges of approximately [removed: $450] [added: $700] million to [removed: $550] [added: $800] million and reduce gross annual pre-tax expenses by approximately [removed: $225] [added: $350] million to [removed: $275] [added: $400] million as program benefits are realized.

These measures [added: and any future restructuring and optimization initiatives] could yield unintended consequences, such as distraction of our management and employees, reduced employee productivity, business disruption, and inability to attract or retain key personnel, which could negatively affect our business, sales, financial condition and results of operations.

If we are unable to [removed: develop] [added: develop, obtain regulatory approval for] and launch new products and enhanced products, our ability to maintain or expand our market position in the markets in which we participate may be materially adversely impacted.

Failure to meet growth projections, poor clinical outcomes, increasing regulatory requirements, [added: approval and] launch delays and inability to effectively scale manufacturing and achieve targeted margins with respect to any of these products or groups of products in particular may materially adversely impact on our business, financial condition and results of operations.

Interruption of our supply chain or manufacturing operations, including resulting from natural disasters, public health crises, geopolitical developments or other events outside of our control, could [removed: adversely affect] [added: have an adverse effect on] our [added: business,] results of operations and financial condition.

Shifts in sites of care including migration of procedures from inpatient to outpatient, ambulatory surgical centers or office-based settings, and associated changes in coverage, reimbursement, payment terms and provider economics, may impact procedure volumes, product mix, and pricing and contracting.

Increasingly, payers and health systems require robust health economic evidence and real world outcomes data, including comparative effectiveness, budget impact, and total cost of care analysis, to support coverage, procurement, and continue use, which may require us to fund post-market studies, registries, or other evidence generated in the respective country to maintain or expand access.

Where coverage exists, access may depend on availability, timing, and adequacy of coding, billing, and payment mechanisms and claims processing practices.

In some circumstances, coverage or reimbursement may be granted on a conditional basis, and may be reduced, restricted or withdrawn if data, utilization, or reassessment do not support the expected clinical outcomes or economic value.

Additionally, clinical guidelines, Health Technology Assessment (HTA) determinations, and payer or government reassessments of clinical and economic value may result in changes in coverage and use.

wage increases, or increases in the cost of materials or components.

international operations.

For example, in February 2023, we committed to a global restructuring program (the 2023

International conflicts have also heightened cybersecurity risks on a global basis.

approach to protect against exploitation, and such layered security approach may not be effective.

We are subject to a wide range of global privacy, data‑protection, and cross‑border data‑transfer laws.

In the United States, federal and state regulations govern the confidentiality and security of personal information, including health data.

In the European Union, the General Data Protection Regulation (GDPR) imposes strict requirements and significant potential penalties.

China’s data‑protection and cross‑border transfer laws, including requirements under the Personal Information Protection Law (PIPL) and related regulations, impose strict obligations on how data involving Chinese individuals may be handled, along with similar regulations in other jurisdictions, impose additional obligations on how personal data may be collected, stored, and transferred, including data‑localization and government‑approval requirements.

These evolving global regulations increase operational complexity and compliance costs, and non‑compliance could result in fines, business disruptions, or limitations on our ability to move data across our systems and support global operations.

These authorities continue to closely scrutinize our industry, including for compliance with the U.S. Anti-Kickback Statute, False Claims Act, Physician Payment Sunshine Act and other health care-related laws, as well as FCPA, competition and U.S. and foreign export control, trade embargo and customs laws, as well as similar laws in other jurisdictions.

law change.

Our manufacturing facilities in Costa Rica operate under the Free Trade Zone regime, and we also benefit from tax holidays and tax incentive grants in various other countries.

The United States has not enacted the Pillar Two global minimum tax and on January 5, 2026, the OECD released new Administrative Guidance that introduced two new safe harbors which would effectively exempt US-based multinational companies and their subsidiaries from certain elements of the OECD global minimum tax framework beginning in 2026.

However, these safe harbors must now be legislated domestically by each framework member country in accordance with their own process and timelines.

We expect that, if ultimately enacted into law in the relevant countries, the new safe harbors would be beneficial to our tax rate from continuing operations.

We are subject to certain U.S. tariffs that are currently subject to legal challenge before the U.S. Supreme Court.

The timing and outcome of this litigation are uncertain, and the Court’s decision could result in the modification, invalidation, or continuation of such tariffs.

In addition, while we have paid tariffs that could potentially be subject to refund depending on the outcome of the litigation, there can be no assurance that any such refund would be realized or, if realized, the timing thereof.

Accordingly, the outcomes of

Challenging domestic and international economic conditions could adversely affect our business, financial condition, cash flows and results of operations.

and acquisitions (M&A) or for other general purposes.

In particular, the U.S.-China relationship may continue to shape the geopolitical stage.

Legislation aimed at boosting

products and related procedures, the continued performance of critical transition services, our ability to adequately fund acquired in-process research and development projects and retain key employees and our ability to achieve synergies with our acquired companies, such as increasing sales of our products, achieving cost savings and effectively combining technologies to develop new products.

On February 22, 2023, our Board of Directors approved, and we committed to, a new global restructuring program (the 2023 Restructuring Plan) intended to support our efforts to expand operating performance and meet evolving global market demands and conditions by ensuring that we are structured and resourced to support our strategic imperatives and deliver sustainable value.

Key activities under the 2023 Restructuring Plan also include optimizing certain functional capabilities to better support business growth and achieve cost synergies.

While we expect limited role reductions as a result of these restructuring activities, we anticipate that our overall employee base will remain relatively unchanged upon completion of the 2023 Restructuring Plan as new jobs are created in areas of growth and resources are deployed to support an expanding portfolio and growing global market needs.

International conflicts, including but not limited to the Russia/Ukraine war, conflicts in the Middle East, and tension between China/Taiwan, have also heightened cybersecurity risks on a global basis.

Any failure by us to maintain

In the U.S., federal and state privacy and security laws require certain parts of our operations to protect the confidentiality of personal information, including patient medical records and other health information, and to comply with other requirements with respect to personal data.

In Europe, the Data Protection Directive requires us to manage individually identifiable information in the EU, and the General Data Protection Regulation (GDPR) may impose fines of up to four percent of our global revenue.

Internationally, some countries have also passed laws that require individually identifiable data on their citizens to be maintained on local servers and that may restrict transfer or processing of that data.

The effects of global climate change present risks to our business.

Where renewal or

These authorities continue to closely scrutinize our industry.

Department of Health and Human Services (HHS) and the Department of Defense, as well as from foreign governments and agencies.

In addition, certain foreign governments, state governments (including that of Massachusetts, where we are headquartered) and the U.S. federal government have enacted legislation aimed at increasing transparency of our interactions with health care providers.

As an example, compliance with the U.S. Physician Payment Sunshine Act requires us by law to disclose payments and other transfers of value to all U.S. physicians and U.S. teaching hospitals at the U.S. federal level made after August 1, 2013.

Failure to comply with these legal and regulatory requirements could impact our business.

In addition, we have and may continue to devote substantial additional time and financial resources to further develop and implement enhanced structure, policies, systems and processes to comply with enhanced legal and regulatory requirements, which may also impact our business.

Our operations in Puerto Rico, Costa Rica, China and Malaysia presently benefit from various tax rate incentives and grants.

Many provisions of the Tax Cuts and Jobs Act (TCJA) enacted in the U.S. in 2017 expire at the end of 2025.

Other provisions of the TCJA are modified beginning in 2026.

The U.S. Congress and the current administration have indicated that they intend to pursue legislation in 2025 to make permanent the 2017 TCJA provisions but there is no guarantee that this initiative will be successful.

The Group of Twenty (G20), the Organization for Economic Co-operation and Development (OECD), the European Commission (EC) and individual taxing jurisdictions where we and our affiliates do business have recently focused on issues

related to the taxation of multinational corporations.

The OECD/G20 Inclusive Framework (IF) on base erosion and profit shifting (BEPS) includes actions intended to equip governments with domestic and international rules and instruments to address tax avoidance, ensuring that profits are taxed where economic activities generating the profits are performed and where value is created.

The actions include a two-pillar solution to address the tax challenges of the digitalized economy.

Pillar One focuses on how profits are allocated between taxing jurisdictions and Pillar Two creates a 15% global minimum tax.

The United States has not enacted the Pillar Two global minimum tax and the current administration recently announced its intention to effectively withdraw from the OECD Inclusive Framework as well as its intention to enact retaliatory measures against countries who assert extraterritorial taxes against U.S. taxpayers.

The OECD continues to issue guidance on the Pillar Two framework, with new rules released as recently as January, 2025.

President Trump has indicated his willingness to increase the use of tariffs by the U.S. to accomplish certain U.S. policy goals.

On February 1, 2025, President Trump signed three executive orders announcing his intent to impose 25% tariffs on imports from Canada and Mexico and a 10% additional tariff on imports from China.

While the implementation of tariffs on imports from Mexico and Canada were paused, the Chinese tariffs took effect as scheduled and China responded by implementing 15% tariffs on certain U.S. imports.

No assurance can be made that any pending or future patent

and adverse decisions and these losses could have a material adverse effect on our financial condition, results of operations or liquidity.

The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Boston Scientific Corporation and its subsidiaries for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

For a full understanding of our financial condition and results of operations, this discussion should be read in conjunction with our consolidated financial statements and accompanying notes included in [added: Part II,] Item 8.

Financial Statements and Supplementary Data of this Annual Report on Form [removed: 10-K.][added: 10-K (this Annual Report).]

For additional information on our financial condition and results of operations for the year ended December 31, [removed: 2022,] [added: 2023,] refer to [added: Part II,] Item 7.

[removed: Operational net sales growth included organic2] [added: Organic] net sales growth [removed: of 16.4 percent in 2024 and] [added: excludes] the [removed: positive] impact of [removed: 210 basis points driven by our] [added: foreign currency fluctuations and net sales attributable to certain] acquisitions and divestitures [removed: during the period] for which there [removed: is] [added: are] less than a full period of comparable net sales.

[removed: In 2023, relevant] [added: Those] acquisitions [removed: and divestitures] included our majority stake investment in Acotec Scientific Holdings Limited (Acotec) and the acquisitions of Apollo Endosurgery, Inc. (Apollo) and Relievant Medsystems, Inc. (Relievant) during the first, second and fourth quarters of 2023, respectively, [removed: as well as] the [removed: divestiture of our pathology business during the second quarter] [added: endoluminal vacuum therapy portfolio] of [removed: 2023.][added: B.]

Braun Medical Inc. (Braun), Silk Road Medical, Inc. (Silk Road Medical) and Axonics, Inc. (Axonics) during the first, third and fourth quarters of 2024, [removed: respectively.][added: respectively, and Intera Oncology®, Inc. (Intera) during the second quarter of 2025.]

The [removed: increase] [added: increases] in our [added: reported] net sales [removed: was] [added: and reported net income attributable to Boston Scientific common stockholders in 2025 and 2024 were] primarily driven by [added: innovation and] strong commercial execution across our businesses, particularly in our Electrophysiology business unit, [added: and] which was led by the [removed: rapid adoption] [added: continued growth] of our Farapulse™ Pulsed Field Ablation System which launched in [added: the U.S. in early] 2024.

Refer to [removed: the *Business and Market Overview* section] [added: *Results of Operations*] for a discussion of our net sales by business.

[removed: 1Operational] [added: Operational] net sales growth excludes the impact of foreign currency fluctuations.

[removed: 2Organic] [added: - Organic] net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to [added: certain] acquisitions and divestitures for [added: which there are less than a full period of comparable net sales.]

[removed: 3Adjusted] [added: Adjusted] measures, including operational and organic net sales [removed: growth and] [added: growth,] adjusted net income attributable to Boston Scientific common [removed: stockholders,] [added: stockholders and adjusted net income per common share - diluted,] exclude certain items required by generally accepted accounting principles in the United States (GAAP), are not prepared in accordance with GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure.

The following is a reconciliation of our results of operations prepared in accordance with GAAP to those adjusted results considered by [removed: management.][added: management:]

| *(in millions, except per share data)* | | | Income (Loss) Before Income Taxes | | | Income Tax Expense (Benefit) | | | Net Income (Loss) | | | [added: | | |] Preferred Stock Dividends | | | Net Income (Loss) Attributable to Noncontrolling Interests | | | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | | | Impact per [removed: Share] [added: Share(1)] | | |

| Reported | | | $ | 2,282 | | $ | 436 | | $ | 1,846 | | [removed: $] | [removed: —] | | $ | (8) | | $ | 1,853 | | $ | 1.25 | |

| Amortization expense | | | 856 | | | 113 | | | 743 | | | [removed: —] | | | 9 | | | 734 | | | 0.49 | | |

| Goodwill and other intangible asset impairment charges | | | 386 | | | 48 | | | 339 | | | [removed: —] | | | — | | | 339 | | | 0.23 | | |

| Acquisition/divestiture-related net charges (credits) | | | 403 | | | 28 | | | 375 | | | [removed: —] | | | — | | | 375 | | | 0.25 | | |

| Restructuring and restructuring-related net charges (credits) | | | 229 | | | 30 | | | 199 | | | [removed: —] | | | — | | | 199 | | | 0.13 | | |

| Litigation-related net charges (credits) | | | — | | | 0 | | | (0) | | | [removed: —] | | | — | | | (0) | | | (0.00) | | |

| Investment portfolio net losses (gains) and impairments | | | 20 | | | 1 | | | 19 | | | [removed: —] | | | — | | | 19 | | | 0.01 | | |

| European Union (EU) Medical device regulation (MDR) implementation costs | | | [removed: 52] [added: 46] | | | [removed: 7] [added: 6] | | | [removed: 45] [added: 39] | | | [removed: —] | | | — | | | [removed: 45] [added: 39] | | | 0.03 | | |

| Deferred tax expenses (benefits) | | | — | | | (165) | | | 165 | | | [removed: —] | | | — | | | 165 | | | 0.11 | | |

| Discrete tax items | | | — | | | 4 | | | (4) | | | [removed: —] | | | — | | | (4) | | | (0.00) | | |

| Adjusted | | | $ | 4,229 | | $ | 502 | | $ | 3,726 | | [removed: $] | [removed: —] | | $ | 1 | | $ | 3,725 | | $ | 2.51 | |

| | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| *(in millions, except per share data)* | | | Income (Loss) Before Income Taxes | | | Income Tax Expense (Benefit) | | | Net Income (Loss) | | | [removed: Preferred Stock Dividends] | | | Net Income (Loss) Attributable to Noncontrolling Interests | | | Net Income (Loss) Attributable to Boston Scientific Common Stockholders | | | Impact per [removed: Share(4)] [added: Share] | | |

| Reported | | | $ | 1,985 | | $ | 393 | | $ | 1,592 | | [added: | | |] $ | (23) | | $ | (1) | | $ | 1,570 | | $ | 1.07 | |

| Amortization expense | | | 828 | | | 115 | | | 713 | | | [added: | | |] — | | | 4 | | | 709 | | | 0.48 | | |

| Goodwill and other intangible asset impairment charges | | | 58 | | | 4 | | | 54 | | | [added: | | |] — | | | — | | | 54 | | | 0.04 | | |

| Acquisition/divestiture-related net charges (credits) | | | 373 | | | 21 | | | 352 | | | [added: | | |] — | | | — | | | 352 | | | 0.24 | | |

| Restructuring and restructuring-related net charges (credits) | | | 185 | | | 29 | | | 156 | | | [added: | | |] — | | | — | | | 156 | | | 0.11 | | |

| Litigation-related net charges (credits) | | | (111) | | | (23) | | | (88) | | | [added: | | |] — | | | — | | | (88) | | | (0.06) | | |

| Investment portfolio net losses (gains) and impairments | | | [removed: 21] [added: 26] | | | [removed: (3)] [added: (0)] | | | [removed: 24] [added: 26] | | | [removed: —] | | | — | | | [removed: 24] [added: 26] | | | 0.02 | | |

| EU MDR implementation costs | | | 69 | | | 10 | | | 59 | | | [added: | | |] — | | | — | | | 59 | | | 0.04 | | |

| Deferred tax expenses (benefits) | | | — | | | (155) | | | 155 | | | [added: | | |] — | | | — | | | 155 | | | 0.11 | | |

| Discrete tax items | | | — | | | (8) | | | 8 | | | [added: | | |] — | | | — | | | 8 | | | 0.01 | | |

| Adjusted | | | $ | 3,407 | | $ | 382 | | $ | 3,025 | | [added: | | |] $ | (23) | | $ | 4 | | $ | 2,999 | | $ | 2.05 | |

[removed: (4)For] [added: (1)For] 2023, the effect of assuming the conversion of our 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of *Net income (loss) per common share [removed: —] [added: -] diluted* (EPS).

Accordingly, GAAP *Net income (loss)* and Adjusted net income were reduced by cumulative *Preferred stock dividends*, as presented in our consolidated statements of operations, for purposes of calculating GAAP *Net income [removed: (loss)] attributable to Boston Scientific common stockholders*.

The following section describes some of our financial highlights and trends on a consolidated basis.

| *(in millions, except per share data)* | | | Year Ended December 31, | | | | | | | | | | | | 2025 versus 2024 | | | | | | | | | | | | 2025 versus 2024 | | | | | | | | | | | | | | |

| 2025 | | | | | | 2024 | | | | | | | | | | | | $ | | | | | | | | | | | | % | | | | | | | | | | | |

| Reported net sales | | | $ | 20,074 | | | | | $ | 16,747 | | | | | | | | | | | $ | 3,327 | | | | | | | | | | | 19.9 | | % | | | | | | |

| Reported net income (loss) attributable to Boston Scientific common stockholders | | | 2,898 | | | | | | 1,853 | | | | | | | | | | | | 1,045 | | | | | | | | | | | | 56.4 | | % | | | | | | |

| Adjusted net income (loss) attributable to Boston Scientific common stockholders *(non-GAAP measure)* | | | 4,574 | | | | | | 3,725 | | | | | | | | | | | | 849 | | | | | | | | | | | | 22.8 | | % | | | | | | |

| Net income (loss) per common share — diluted | | | 1.94 | | | | | | 1.25 | | | | | | | | | | | | 0.69 | | | | | | | | | | | | 55.2 | | % | | | | | | |

| Adjusted net income (loss) per common share — diluted *(non-GAAP measure)* | | | 3.06 | | | | | | 2.51 | | | | | | | | | | | | 0.55 | | | | | | | | | | | | 21.9 | | % | | | | | | |

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| *(in millions, except per share data)* | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | 2024 versus 2023 | | | | | | | | | | | | 2024 versus 2023 | | |

| Reported net income (loss) attributable to Boston Scientific common stockholders | | | | | | | | | 1,853 | | | | | | 1,570 | | | | | | | | | | | | 283 | | | | | | | | | | | | 18.0 | | % |

| Adjusted net income (loss) attributable to Boston Scientific common stockholders *(non-GAAP measure)* | | | | | | | | | 3,725 | | | | | | 2,999 | | | | | | | | | | | | 726 | | | | | | | | | | | | 24.2 | | % |

| Net income (loss) per common share — diluted | | | | | | | | | 1.25 | | | | | | 1.07 | | | | | | | | | | | | 0.18 | | | | | | | | | | | | 16.8 | | % |

| Adjusted net income (loss) per common share — diluted *(non-GAAP measure)* | | | | | | | | | 2.51 | | | | | | 2.05 | | | | | | | | | | | | 0.46 | | | | | | | | | | | | 22.4 | | % |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2025 versus 2024 | | | | | | 2024 versus 2023 | | |

| Net sales reported growth | | | | | | 19.9 | | % | | | | 17.6 | | % |

| Net sales operational growth (non-GAAP measure) | | | | | | 19.2 | | % | | | | 18.5 | | % |

| Impact of certain acquisitions and divestitures | | | | | | (3.4) | | % | | | | (2.1) | | % |

| Net sales organic growth (non-GAAP measure) | | | | | | 15.8 | | % | | | | 16.4 | | % |

To supplement our consolidated financial statements prepared on a GAAP basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted.

Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance.

Macroeconomic Environment

There continues to be significant uncertainty in the tariff environment and with respect to global trade policies, including changing tariff rates, tariff imposition delays, and the potential for reciprocal restrictive trade policies by the U.S. or other governments around the world.

We continue to anticipate incurring incremental costs under the current schedule of tariffs on U.S. imports announced by the U.S. government, as well as any potential increases in tariffs introduced by China on U.S. manufactured products.

While the U.S. and other governments continue negotiations on such measures, these and any further tariff increases on our products by the U.S., China or any other country or region, as well as sanctions or other measures that restrict international trade, could have a material adverse impact on our business operations and results.

We continue to monitor the situation while exploring opportunities to mitigate the impacts of such tariffs.

There can be no guarantee that we will be able to offset the impact of tariffs, the ultimate impact of which will depend on various factors, including the timing, scope, duration and nature of any tariffs, any other trade restrictions or opportunities to mitigate such impacts.

In the fourth quarter of 2025, an organizational change combined our legacy Cardiology and Peripheral Interventions businesses into a single Cardiovascular business.

We have revised prior periods to conform to the current year presentation.

The change had no impact on our reportable segments.

For additional information on our business units and product offerings, refer to Part I, Item 1.

Business of this Annual Report.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | Increase/(Decrease) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Year Ended December 31, | | | | | | | | | | | | $ | | | | | | Reported Basis | | | | | | Impact of Foreign Currency Fluctuations | | | | | | Operational Basis | | | | | | Impact of Certain Acquisitions / Divestitures(1) | | | | | | Organic Basis | | |

| *(in millions)* | | | 2025 | | | | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Endoscopy | | | $ | 2,916 | | | | | $ | 2,687 | | | | | $ | 230 | | | | | 8.6 | | % | | | | (0.8) | | % | | | | 7.8 | | % | | | | (0.1) | | % | | | | 7.7 | | % |

Financial Highlights and Trends

In 2024, our net sales were $16.747 billion, compared to $14.240 billion in 2023.

This increase of $2.507 billion, or 17.6 percent, included operational1 net sales growth of 18.5 percent and the negative impact of 90 basis points from foreign currency fluctuations.

In 2024, relevant acquisitions included the endoluminal vacuum therapy portfolio of B.

Our reported net income attributable to Boston Scientific common stockholders in 2024 was $1.853 billion, or $1.25 per diluted share.

Our reported results for 2024 included certain charges and/or credits which are excluded by management for purposes of assessing operating performance, totaling $1.872 billion (after-tax), or $1.26 per diluted share.

Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 for 2024 was $3.725 billion, or $2.51 per diluted share.

Our reported net income attributable to Boston Scientific common stockholders in 2023 was $1.570 billion, or $1.07 per diluted share.

Our reported results for 2023 included certain charges and/or credits which are excluded by management for purposes of assessing operating performance, totaling $1.429 billion (after-tax), or $0.98 per diluted share.

Excluding these items, adjusted net income attributable to Boston Scientific common stockholders3 for 2023 was $2.999 billion, or $2.05 per diluted share.

which there are less than a full period of comparable net sales.

Refer to *Results of Operations* and *Additional Information* for a discussion of each reconciling item:

Business and Market Overview

Net sales of Endoscopy products of $2.687 billion represented 16 percent of our consolidated net sales in 2024.

Endoscopy net sales increased $205 million, or 8.3 percent, in 2024 compared to 2023.

This increase included operational net sales growth of 8.9 percent and the negative impact of 60 basis points from foreign currency fluctuations.

Operational net sales growth included organic net sales growth of 8.0 percent in 2024, and the positive impact of 100 basis points from our acquisition of Apollo and the divestiture of our pathology business in the second quarter of 2023, and our acquisition of the endoluminal vacuum therapy portfolio of Braun in the first quarter of 2024.

Net sales of Urology products of $2.200 billion represented 13 percent of our consolidated net sales in 2024.

Urology net sales increased $236 million, or 12.0 percent, in 2024 compared to 2023.

This increase included operational net sales growth of 12.5 percent and the negative impact of 50 basis points from foreign currency fluctuations.

Operational net sales growth included organic net sales growth of 9.3 percent in 2024, and the positive impact of 330 basis points from our acquisition of Axonics in the fourth quarter of 2024.

Net sales of Neuromodulation products of $1.106 billion represented 7 percent of our consolidated net sales in 2024.

Neuromodulation net sales increased $130 million, or 13.3 percent, in 2024 compared to 2023.

This increase included operational net sales growth of 13.7 percent and the negative impact of 40 basis points from foreign currency fluctuations.

Operational net sales growth included organic net sales growth of 2.7 percent in 2024, and the positive impact of 1,100 basis points from our acquisition of Relievant in the fourth quarter of 2023.

Cardiology

Net sales of Cardiology products of $8.344 billion represented 50 percent of our consolidated net sales in 2024.

Cardiology net sales increased $1.636 billion, or 24.4 percent in 2024 compared to 2023.

This increase included operational net sales growth of 25.4 percent and the negative impact of 100 basis points from foreign currency fluctuations.

Peripheral Interventions

Our Peripheral Interventions business develops and manufactures products to diagnose and treat peripheral arterial and venous diseases, as well as products to diagnose, treat and ease various forms of cancer.

Net sales of Peripheral Interventions products of $2.410 billion represented 14 percent of our consolidated net sales in 2024.

Peripheral Interventions net sales increased $300 million, or 14.2 percent in 2024 compared to 2023.

This increase included operational net sales growth of 15.5 percent and the negative impact of 120 basis points from foreign currency fluctuations.

Operational net sales growth included organic net sales growth of 10.9 percent, and the positive impact of 460 basis points from our majority stake investment in Acotec which we acquired in the first quarter of 2023 and our acquisition of Silk Road Medical during the third quarter of 2024.

Organic net sales growth was primarily driven by our interventional oncology franchise led by our EMBOLD™ Fibered Coil and Therasphere™ Y-90 Radioactive Glass Microspheres, as well as our drug-eluting portfolio within our vascular franchise led by our Ranger™ Drug Coated Balloon.

Our Emerging Markets' net sales represented 16 percent of our consolidated net sales in 2024 and 2023.

In 2024, our Emerging Markets net sales grew 16.1 percent on a reported basis including operational net sales growth of 19.6 percent and the negative impact of 360 basis points from foreign currency fluctuations, compared to 2023.

Economic Environment

Further, sanctions, tariffs, or other measures that restrict international trade, as well as instability resulting from global conflicts, could negatively affect our business operations and results.

We had currency derivative instruments outstanding in the contract amount of [removed: $7.636] [added: $12.726] billion as of December 31, [removed: 2024] [added: 2025] and [removed: $5.899] [added: $7.636] billion as of December 31, [removed: 2023.][added: 2024.]

A ten percent appreciation in the U.S. dollar’s value relative to the hedged currencies would increase the derivative instruments’ fair value by [removed: $322] [added: $804] million as of December 31, [removed: 2024] [added: 2025] compared to [removed: $236] [added: $322] million as of December 31, [removed: 2023.][added: 2024.]

A ten percent depreciation in the U.S. dollar’s value relative to the hedged currencies would decrease the derivative instruments’ fair value by [removed: $394] [added: $982] million as of December 31, [removed: 2024] [added: 2025] compared to [removed: $288] [added: $394] million as of December 31, [removed: 2023.][added: 2024.]

We had no interest rate derivative instruments outstanding as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024, $10.451] [added: 2025, $11.343] billion in aggregate principal amount of our outstanding debt obligations were at fixed interest rates, representing approximately [removed: 98] [added: 100] percent of our total debt, on an amortized cost basis.

As of December 31, [removed: 2024,] [added: 2025,] our outstanding debt obligations at fixed interest rates were comprised of senior notes.

See *Note D – Hedging Activities and Fair Value Measurements* to our consolidated financial statements included in [added: Part II,] Item 8.

To the Stockholders and the Board of Directors of [added: Boston Scientific Corporation]

We have audited the accompanying consolidated balance sheets of Boston Scientific Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income [removed: (loss),] [added: (loss),] stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: framework)] and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion thereon.

| [removed: *Description of the Matter*] | | | Valuation of intangible assets acquired in business combinations | | |

| [added: *Description of the Matter* | | |] As disclosed in Note B to the consolidated financial statements, during [removed: 2024,] [added: 2025,] the Company completed the acquisitions of [removed: Silk Road] [added: Bolt] Medical, Inc. and [removed: Axonics, Inc.] [added: SoniVie Ltd.] for purchase prices, net of cash acquired, of [removed: $1,126] [added: $782] million and [removed: $3,409] [added: $516] million, respectively. Auditing the Company’s accounting for [removed: the] [added: its] business combinations was complex due to the significant estimation required by management to determine the fair value of identified intangible assets, which [removed: totaled $1,749] [added: consisted of $720] million [added: of in-process research] and [removed: principally consisted] [added: development (“IPR&D”) and $142 million] of developed technology. The Company used an income approach to measure the [added: IPR&D and] technology-related intangible assets acquired. The significant assumptions used to estimate the fair value of the intangible assets included [removed: discount rates and] certain assumptions that form the basis of the forecasted results, including revenue growth [removed: rates,] [added: rates] and [removed: EBITDA margins attributed to the assets.] [added: probability of regulatory success.] These significant assumptions are [removed: forward looking] [added: forward-looking] and could be affected by future economic and market conditions. | | | [removed: | | |]

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s accounting for business combination transactions. For example, we tested controls over the identification and valuation of intangible assets, including the [removed: underlying] [added: methodology used by the Company and the significant] assumptions used to develop such estimates. We read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value estimates, and tested the recognition of (1) the tangible assets acquired and liabilities assumed at fair value; (2) the identifiable intangible assets acquired at fair value; and (3) goodwill measured as a residual. To test the estimated fair value of the intangible assets acquired, we performed audit procedures that included, among others, evaluating the Company's use of the income approach and testing the significant assumptions used in the model, as described above. We evaluated the completeness and accuracy of the underlying data used in the analyses. For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired businesses and to other guideline companies within the same industry. We involved our valuation professionals to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. | | |

February 17, 2026

Boston Scientific Corporation

February 18, 2025

[removed: We believe that our] execution of these strategic imperatives will help us deliver on our mission, drive innovation and increase value for our customers and employees, while strengthening our leadership position in the medical device industry and delivering profitable revenue growth.

This includes taking actions to [removed: advance diversity and inclusion, including through financial support of equity initiatives in] [added: drive innovative care, contribute to] the communities where we live and work, [removed: protecting] [added: protect] the environment, [removed: investing] [added: invest] in our employees' health and well-being, and many other initiatives that we believe ultimately help us create value responsibly.

Refer to [removed: discussion of *Community Outreach* and] *Corporate Responsibility* below for additional information regarding measures we are undertaking.

Our Endoscopy business unit develops and manufactures [added: minimally invasive] devices [removed: to diagnose] [added: for diagnosing] and [removed: treat a broad range of] [added: treating] gastrointestinal [removed: (GI)] [added: and pancreaticobiliary] conditions [added: and for supporting weight loss in patients] with [removed: innovative, less-invasive technologies.][added: obesity.]

Our product offerings include [removed: the following:][added: our FARAPULSE™ Pulsed Field]

Our Urology business unit develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and [removed: incontinence.][added: male incontinence, over active bladder and pelvic floor disorders.]

*Interventional Cardiology [added: and Vascular] Therapies [removed: (ICTx)*][added: (ICVT)*]

Our [removed: WATCHMAN FLX™ and WATCHMAN FLX™ Pro] [added: WATCHMAN™] Left Atrial Appendage Closure (LAAC) Devices are designed to close the left atrial appendage in patients with non-valvular atrial fibrillation [added: (AF)] who are at risk for ischemic stroke and eligible for anticoagulation therapy.

[removed: -] [added: Ablation (PFA) System for the treatment of AF, our OPAL HDx™ Mapping System, offering catheter-based, 3-D cardiac mapping and navigation solutions, our] VersaCross Connect™ Access Solutions [removed: for our WATCHMAN FXD Curve™ Sheath,] [added: portfolio,] Polarsheath™ and Faradrive™ Steerable Sheath providing safe and efficient access to the left side of the heart, [added: and our portfolio of cyroablation and radiofrequency cardiac ablation systems for the treatment of AF.]

Since the launch of the FARAPULSE™ PFA [removed: System,] [added: System in 2024,] we have observed rapid conversion from legacy treatment modalities to PFA.

Our [removed: Peripheral Interventions] [added: Interventional Oncology and Embolization] business unit develops and manufactures products to [removed: diagnose and] treat [removed: peripheral arterial and venous diseases, as well as products to diagnose, treat and ease] various forms of cancer.

[removed: Our interventional oncology] [added: *Interventional Oncology] and [removed: embolization product offerings include the following:][added: Embolization*]

[removed: - EMBOLD™ Detachable Coil System,] [added: The portfolio also comprises embolization devices] used [removed: for] [added: in] arterial and venous [removed: embolizations in] [added: procedures across] the peripheral vasculature [removed: and][added: (EMBOLD™ Detachable Coil System).]

In certain countries, and particularly in China, we [removed: also] face competition from domestic medical device companies that may benefit from their status as local suppliers.

[removed: -] [added: Our investment in research and development supports] internal research and development programs, regulatory design and clinical science, [removed: as well as] [added: and] other programs obtained through our strategic acquisitions and [removed: alliances] [added: alliances, as well as engineering efforts that incorporate customer feedback into continuous improvement efforts for currently marketed] and [added: next-generation products.]

Focused, [added: global] cross-functional teams take a formal approach to new product design and development, helping us to manufacture and offer innovative products consistently and efficiently.

We consistently monitor our inventory levels, manufacturing, sterilization and distribution capabilities and partnerships and maintain recovery plans to address potential [removed: disruptions.][added: disruptions or material shortages.]

Many components used in the manufacturing of our products are readily fabricated from commonly available raw materials or [removed: off-the-shelf items available from multiple supply sources; however, certain items are custom made to meet our specifications.][added: off-the-]

[removed: Predictability in the supply] [added: Supply] of certain raw materials and components used in the manufacturing of our products has [removed: improved] [added: been stable,] but [added: there] continues to be [removed: a] risk for certain materials and vendors.

See *Note I – Commitments and Contingencies* to our [removed: 2024] [added: 2025] consolidated financial statements included in [added: Part II,] Item 8.

Financial Statements and Supplementary Data of this Annual Report [removed: on Form 10-K] for a discussion of intellectual property, product liability and other litigation and proceedings in which we are involved.

*Medical Device [removed: Regulatory Approvals*][added: Regulations*]

The medical devices that we manufacture, market and commercialize are subject to regulation by numerous worldwide regulatory bodies, including the FDA [added: in the United States, the European Medicines Agency (EMA) in Europe] and [added: other] comparable international regulatory agencies.

[removed: The second process requires] [added: In] the [removed: submission of] [added: United States, we must receive authorization from the FDA to distribute our products, which is typically obtained through either] a premarket [added: notification (510(k)) to demonstrate that the device is as safe and effective as, or substantially equivalent to, a legally marketed device, or a premarket] approval (PMA) application to [removed: the FDA to] demonstrate that the device is safe and effective for its intended use.

The PMA [added: approval] process [added: generally requires clinical data to support the safety and effectiveness of the device, and] is generally more detailed, lengthier and more expensive than the 510(k) process.

Medical devices that have a valid CE Certificate [removed: to the Directives] issued before May 2021 can continue to be sold during the applicable transition period or until the CE Certificate expires, whichever comes first, [removed: providing] [added: provided] there are no significant changes to the design or intended use.

[removed: The] [added: A] CE [removed: Mark, which is required to sell medical devices in the EU] [added: Mark] is affixed following a [removed: Conformity Assessment] [added: conformity assessment] and either approval from [removed: the] [added: an] appointed independent [removed: Notified Body] [added: notified body] or through self-certification by the manufacturer.

[added: The] MDR [removed: also modifies and increases the compliance requirements for the medical device industry and] has required significant investment and will continue to require ongoing investment over the next [removed: few] [added: couple of] years to transition all products.

In addition, other EU countries continue to impose significant local registration requirements despite the implementation of [removed: MDR, and the United Kingdom has introduced new requirements following its exit from the EU.][added: MDR.]

We are also required to comply with the regulations of every other country where we commercialize products before we can launch or maintain new products on the market, including [added: NMPA] regulations [removed: that have been introduced] in [added: China, Ministry of Health, Labour and Welfare (MHLW) and PMDA regulations in Japan, and regulations in] many countries in the Middle East and Southeast Asia that previously did not [removed: have medical device regulations,] [added: have,] or had [removed: minimal] [added: minimal, medical device] regulations.

We maintain a global Government Affairs presence, headquartered in Washington, D.C., to actively monitor and advocate on myriad [removed: legislation] [added: legislative matters] and [added: public] policies that may potentially impact [removed: us,] [added: us and the patients we serve,] both [removed: on a domestic] [added: domestically] and [removed: an] [added: in] international [removed: front.][added: markets.]

[removed: Although we believe our] products and technologies generate favorable clinical outcomes, value and cost efficiency, while also being less invasive than alternatives, the resources necessary to demonstrate value to our customers, patients, payers and other stakeholders are significant and new therapies may take significantly longer periods of time to gain widespread adoption.

We have obtained ISO14001:2015, Environmental Management Standard certification for 18 of our key locations and [removed: ISO50001,] [added: ISO50001:2018,] Energy Management Standard certification for [removed: 13] [added: 14] of our key locations.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 53,000] [added: 59,000] employees, of which approximately 60 percent were outside the U.S. We believe the collective talent of our employees and our shared corporate culture, values and behaviors give us a competitive advantage.

We [removed: offer competitive, performance-based compensation programs, recognizing] [added: recognize] that employee well-being, safety, culture, engagement and recognition are all critical to a healthy work environment and productive workforce.

[removed: As part of our broader rewards portfolio, we] [added: We] offer competitive pay and benefits that are flexible and affordable to meet the individual needs of our employees.

We continue to [removed: educate and train our people,] [added: educate,] update policies and expand benefits to [removed: decrease bias,] ensure our employee base represents the patients, health systems and communities we serve, and foster a culture [removed: where all employees feel valued and included.][added: of inclusion.]

*Employee [removed: Health] [added: Health, Safety] and [removed: Safety*][added: Well-Being*]

Our Employee Health & Safety Global and Regional Councils [added: meet regularly to] review [added: our] performance [removed: monthly] [added: against health and safety goals for the global organization and] to discuss trends and risks, as well as opportunities for improvement.

We also continue our [removed: long-term] Close the Gap initiative, which focuses on raising [removed: awareness and empowering] health care [removed: providers to reach more patients of color, fight longstanding inequities,] [added: provider awareness about health disparities] and [removed: address] [added: addressing] barriers to [removed: care.][added: care for underserved communities.]

We believe that our

Our portfolio of devices and therapies helps physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological and urological diseases and conditions.

In the fourth quarter of 2025, an organizational change combined our legacy Cardiology and Peripheral Interventions businesses into a single Cardiovascular business.

The change had no impact on our reportable segments.

Our product offerings include hemostatic clips designed to stop and help prevent bleeding during endoscopic procedures (Resolution 360™ and MANTIS™ Clips), stent systems used for relieving biliary obstructions (WallFlex™ Biliary Stent Systems) and for endoscopic drainage of pancreatic pseudocysts (AXIOS™ Stents and Electrocautery Enhanced Delivery Systems), single-use scopes used for diagnostic and therapeutic procedures in the pancreaticobiliary system (SpyGlass™), and in endoscopic retrograde cholangiopancreatography (ERCP) procedures (EXALT™ Model D Single-Use Duodenoscopes), our portfolio of endoluminal surgery products (OverStitch™ Endoscopic Suturing System and Orbera™ Intragastric Balloon System) and our portfolio of infection prevention products.

Our product offerings include a comprehensive line of stone management products, including ureteral stents, catheters, baskets, guidewires, sheaths and balloons, single-use digital flexible ureteroscopes (LithoVue™), laser systems used in urology procedures (Lumenis Pulse™ Holmium Laser Systems with MOSES™ Technology), and for the treatment of BPH (GreenLight XPS™ Laser System and Rezūm™ Systems), our portfolio of prosthetic urology products (including AMS 700™ Penile Implant with the TENACIO™ Pump to treat erectile dysfunction and our AMS 800™ Artificial Urinary Sphincter to treat male urinary incontinence), hydrogel systems which help reduce side effects that men may experience after receiving radiotherapy to treat prostate cancer (SpaceOAR™), and our portfolio of products to treat pelvic floor disorders, including our Axonics™ Sacral Neuromodulation System (Axonics™) and our Bulkamid™ Uretheral Bulking System.

Our product offerings include our WaveWriter Alpha™ Spinal Cord Stimulator (SCS) System, designed to provide improved pain relief to a wide range of patients who suffer from chronic pain, our Intracept™ Intraosseous Nerve Ablation System, the only U.S. Food and Drug Administration (FDA)-cleared system to treat vertebrogenic pain, a form of chronic low back pain, our G4™ Generator and consumable portfolio in Radiofrequency Ablation (RFA) for pain management and our Vercise Genus™ Deep Brain Stimulation (DBS) System for the treatment of Parkinson's disease, tremor and intractable primary and secondary dystonia.

Our Interventional Cardiology and Vascular Therapies business unit develops and manufactures technologies to diagnose and treat complex coronary, peripheral and venous diseases, including calcific and obstructive arterial disease, thromboembolic conditions and venous insufficiency.

Our portfolio includes intravascular imaging and multi-modality guidance systems that enhance procedural visualization and decision-making (OptiCross™ IVUS Imaging Catheters and AVVIGO™+ Multi-Modality Guidance System), vessel preparation and plaque modification technologies for heavily calcified and resistant coronary lesions (ROTAPRO™ Rotational Atherectomy Systems and WOLVERINE™ Coronary Cutting Balloon), coronary drug-eluting and drug-coated therapies designed to treat coronary arterial disease and in-stent restenosis (SYNERGY™ Everolimus-Eluting Stent Systems and AGENT™ Drug-Coated Balloon) and peripheral vascular therapies for the treatment of peripheral artery disease (Eluvia™ Drug-Eluting Vascular Stent Systems and Ranger™ Drug-Coated Balloons).

In addition, the portfolio comprises minimally invasive therapies to remove or dissolve blood clots in deep veins and pulmonary arteries (AngioJet™ Thrombectomy Systems and EKOS™ Ultrasound Assisted Thrombolysis) and injectable treatments that improve symptoms associated with superficial venous reflux and varicose veins (Varithena™ Polidocanol Injectable Foam).

In the second quarter of 2025, we completed our acquisition of the remaining shares of Bolt Medical, Inc. (Bolt Medical), the developer of an intravascular lithotripsy advanced laser-based platform for the treatment of coronary and peripheral artery disease.

In addition, we completed the acquisition of the remaining shares of SoniVie Ltd. (SoniVie), a privately held medical device company that has developed the TIVUS™ Intravascular Ultrasound System.

An investigational technology, the TIVUS System is designed to denervate nerves surrounding blood vessels to treat a variety of hypertensive disorders, including renal artery denervation for hypertension.

On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on innovative medical thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages.

The Penumbra portfolio includes the Lightning Bolt™ and Lightning Flash™ Computer Assisted Vacuum Thrombectomy (CAVT™) Systems.

The purchase price is valued at $374 per share, or approximately $14.500 billion.

The transaction is expected to close during 2026, subject to customary closing conditions.

We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock.

In the second quarter of 2025, we received CE mark for the WATCHMAN FLX™ Pro Left Atrial Appendage Closure Device, which is optimized for healing and designed to improve visualization during device placement and treat a broader range of patient anatomies.

We received FDA approval in the United States, and Pharmaceuticals and Medical Device Agency (PMDA) approval in Japan, in the second and third quarters of 2025, respectively, to expand instructions for use labeling to include the treatment of drug refractory, symptomatic persistent AF with the FARAPULSE™ PFA System.

Our product offerings include implantable cardioverter defibrillators (ICD) (RESONATE™) and implantable cardiac resynchronization therapy defibrillators (CRT-D) (HeartLogic™ Heart Failure (HF) Diagnostic and SmartCRT™ Technology), subcutaneous implantable cardiac defibrillators (S-ICD) (EMBLEM™ MRI S-ICD System), which provide physicians the ability to treat patients who are at risk for sudden cardiac arrest without touching the heart, pacemakers and implantable cardiac resynchronization therapy pacemakers (CRT-P) (ACCOLADE™), remote patient management systems (LATITUDE™) and cardiac monitoring systems (BodyGuardian™ Remote Cardiac Monitoring Systems provide a full range of mobile health solutions and remote monitoring services), and our LUX-Dx II+™ Insertable Cardiac Monitor System, a long-term diagnostic device implanted in patients to detect arrhythmias associated with conditions such as AF, cryptogenic stroke and syncope.

Our portfolio includes technologies used to treat liver cancer, including radioactive glass microsphere therapy for primary liver cancer (TheraSphere™ Y-90) and hepatic arterial infusion systems for secondary liver and bile duct cancers, as well as cryoblation systems for the treatment of kidney, bone and lung cancers.

We encounter significant competition across our business segments, product lines and markets, from global and local competitors.

We also encounter competition from the entry of low-cost manufacturers, which may lead to increased pricing pressure.

Our competitive success depends upon our ability to continue to offer products and solutions that provide differentiated clinical and economic outcomes, including developing or acquiring innovative, scientifically advanced technologies, attract and retain qualified personnel, protect the intellectual property of our products, obtain required regulatory and reimbursement approvals, maintain our quality systems and provide quality products, and successfully market our products and meet customer demand.

We conduct our internal research and development activities at our facilities and centers of excellence located around the world.

shelf items available from multiple supply sources; however, certain items are custom made to meet our specifications, and certain materials and components are purchased from single sources due to quality considerations, expertise, costs or constraints resulting from regulatory requirements.

As a global company, we are governed by federal, state, local and international laws of general applicability relating to, among other things, employment, labor, privacy and data protection, governance and securities, anti-corruption, fraud and abuse (including anti-kickback and false claims laws), competition, trade and export controls.

In general, the scope and complexity of regulations applicable to our business has increased over time.

We anticipate that governmental authorities will continue to scrutinize our industry closely and that additional regulation may increase compliance and legal costs.

Any adverse regulatory actions or exposure to litigation could have an adverse effect on our business, results of operations or financial condition.

After a device has received marketing authorization for a specific intended use, certain changes including in the design, materials, method of manufacture or intended use, may require a new marketing authorization.

The determination as to whether or not a modification or series of

modifications require a new marketing authorization is initially left to the manufacturer to assess using available guidance; however, regulators may review this determination to evaluate the regulatory status of the modified product at any time and may require the manufacturer to cease marketing and recall the modified device until a new marketing authorization is obtained.

In the European Union (EU), a CE Mark is required to sell medical devices, which represents that products meet required standards of performance, safety, and quality.

In 2017, the EU enacted the Medical Device Regulation (MDR or EU MDR), which became effective in May 2021, and changed multiple aspects of the regulatory framework for CE marking, including increased compliance requirements for the medical device industry.

In 2023, the European Commission extended the transitional period to 2027 for certain high risk class devices and 2028 for lower risk class medical devices.

Complying with requirements imposed on our products and business is an ongoing process as we introduce additional products and/or product modifications and seek to comply with changing legal and regulatory requirements.

The time required to obtain authorization to market and sell products varies by country.

The ability to comply with global post-market requirements requires extensive and ongoing resources.

- Resolution 360™ Clips, Resolution 360™ ULTRA Clips and MANTIS™ Clips, hemostatic clipping technology designed to stop and help prevent bleeding during endoscopic procedures,

- WallFlex™ Biliary Stent Systems, used for relieving biliary obstructions by providing bile drainage in both malignant and benign strictures,

- AXIOS™ Stents and Electrocautery Enhanced Delivery Systems, the first, and currently only stent systems in the U.S. indicated for endoscopic drainage of pancreatic pseudocysts and used to facilitate endoscopic drainage of the gallbladder for patients with acute cholecystitis,

- SpyGlass™ DS II Direct Visualization Systems and SpyGlass™ Discover Digital Catheters, the first single-use scopes to enable physicians to take a single-stage approach to diagnostic and therapeutic procedures in the pancreaticobiliary system, including treating patients with bile duct stones,

- EXALT™ Model D Single-Use Duodenoscopes for use in endoscopic retrograde cholangiopancreatography (ERCP) procedures, the first U.S. Food and Drug Administration (FDA)-cleared single-use (disposable) duodenoscopes on the market,

- our endoluminal surgery portfolio, including our OverStitch™ Endoscopic Suturing System, used to close gastrointestinal defects and our endobariatric portfolio, including our Orbera™ Intragastric Balloon System used to aid in weight loss for patients suffering from obesity and

- our infection prevention portfolio, designed to minimize the risk of infection transmission and improve operational efficiencies by streamlining manual cleaning or eliminating the need for cleaning and tracking.

- a comprehensive line of stone management products, including ureteral stents, catheters, baskets, guidewires, sheaths and balloons,

- LithoVue™ Single-Use Digital Flexible Ureteroscopes, which deliver detailed high-resolution digital images for high-quality visualization and seamless navigation,

- Lumenis Pulse™ Holmium Laser Systems with MOSES™ Technology, complemented by a full line of laser fibers and accessories used in urology procedures,

- our prosthetic urology portfolio, which includes our AMS 700™ penile implant with the TENACIO™ pump to treat erectile dysfunction and our AMS 800™ Artificial Urinary Sphincter to treat male urinary incontinence,

- GreenLight XPS™ Laser System and Rezūm™ Systems for treatment of BPH and

- SpaceOAR™ Hydrogel Systems which help reduce side effects that men may experience after receiving radiotherapy to treat prostate cancer, together with our SpaceOAR VUE™ Hydrogel, providing clinicians with enhanced product visualization.

In the fourth quarter of 2024, we completed the acquisition of Axonics, Inc. (Axonics), a publicly traded medical technology company primarily focused on the development and commercialization of devices to treat urinary and bowel dysfunction.

The Axonics product portfolio includes the Axonics R20™ and Axonics F15™ Systems used to deliver sacral neuromodulation (SNM) therapy for the treatment of over-active bladder and fecal incontinence.

- WaveWriter Alpha™ Spinal Cord Stimulator (SCS) System, designed to provide improved pain relief to a wide range of patients who suffer from chronic pain, with proprietary features such as Multiple Independent Current Control, our Illumina 3D™ Proprietary Programming Software and FAST™ Therapy for profound parathesia-free pain relief in minutes, used by physicians to target specific areas of pain and customize stimulation of nerve fibers more precisely,

- our G4™ Generator and consumable portfolio in Radiofrequency Ablation (RFA) for pain management used by physicians to treat patients with chronic pain,

- Superion™ Indirect Decompression Systems, minimally-invasive devices used to improve physical function and reduce pain in patients with moderate lumbar spinal stenosis (LSS),

- our Intracept™ Intraosseous Nerve Ablation System, the only FDA-cleared system to treat vertebrogenic pain, a form of chronic low back pain and

- Vercise Genus™ Deep Brain Stimulation (DBS) System for the treatment of Parkinson's disease, tremor and intractable primary and secondary dystonia, a neurological movement disorder characterized by involuntary muscle contractions, utilizing Stimview™ XT, our proprietary DBS visualization software developed in collaboration with Brainlab AG, providing clinicians with real-time, 3D visualization and stimulation of brain anatomy.

In the first quarter of 2024, we received FDA approval for an expanded indication of the WaveWriter™ SCS Systems for the treatment of chronic low back and leg pain in people who have not had prior back surgery.

Cardiology

Our Interventional Cardiology Therapies business unit develops and manufactures technologies for diagnosing and treating coronary artery disease and aortic valve conditions.

- OptiCross™ Intravascular Ultrasound (IVUS) Imaging Catheters,

- iLab™ Ultrasound Imaging Systems with Polaris Software, designed to enhance the diagnosis and treatment of blocked vessels and other heart disorders, compatible with our full line of imaging catheters,

- AVVIGO™+ Multi-Modality Guidance System, incorporating high-definition IVUS all in a mobile or integrated platform,

- ROTAPRO™ Rotational Atherectomy Systems, designed to treat coronary calcification in lesions by regulating the flow of air to the advancer, controlling burr rotation speed, and also monitoring and displaying burr rotation speed and rotational atherectomy procedural time,

- SYNERGY™, SYNERGY MEGATRON™ and SYNERGY™ XD Everolimus-Eluting Platinum Chromium Coronary Stent Systems, featuring an ultra-thin abluminal (outer) bioabsorbable polymer coating,

- Safari2™ Pre-Shaped Guidewires, intended to facilitate the introduction and placement of interventional devices within the heart,

- WOLVERINE™ Coronary Cutting Balloon™, a cutting balloon angioplasty device with a unique mechanism of action that enables precise vessel preparation across a wide range of resistant lesions,

- AGENT™ Drug-Coated Balloon, which is designed to provide a targeted, therapeutic dose of anti-proliferative paclitaxel to the coronary lesion and minimize downstream particulates,

- ACURATE *neo2*™ and ACURATE Prime™ Aortic Valve Systems for use in transcatheter aortic valve replacement (TAVR) procedures and

- SENTINEL™ Cerebral Embolic Protection Systems, used to reduce the risk of stroke in TAVR procedures and is clinically proven to decrease cerebral embolization and its associated neurological effects.

In the first quarter of 2024, we received FDA approval of the AGENT™ Drug-Coated Balloon, the first drug-coated coronary balloon in the U.S., which is indicated to treat in-stent restenosis in patients with coronary artery disease and in the second quarter of 2024, initiated the U.S. launch.

In addition, in the third quarter of 2024, we received CE Mark and initiated the European launch of the ACURATE™ Prime™ Aortic Valve System, the company's next-generation transcatheter aortic valve replacement technology designed to treat severe aortic stenosis in patients across all surgical risk levels while also expanding the treatment range to patients with a larger anatomy.

In the first quarter of 2024, we received FDA clearance and initiated the U.S. launch of the WATCHMAN TruSteer™ Access System, a steerable sheath designed to improve implant success of the WATCHMAN FLX™ Pro and WATCHMAN FLX™ LAAC Devices.

- the RESONATE™ family of implantable cardioverter defibrillators (ICD) and implantable cardiac resynchronization therapy defibrillators (CRT-D), including our proprietary HeartLogic™ Heart Failure (HF) Diagnostic and SmartCRT™ Technology with Multisite pacing in CRT-D,

- EMBLEM™ MRI S-ICD Systems, the world's first commercially available subcutaneous implantable cardiac defibrillators (S-ICD), which provides physicians the ability to treat patients who are at risk for sudden cardiac arrest without touching the heart,

- ACCOLADE™ family of pacemakers and implantable cardiac resynchronization therapy pacemakers (CRT-P),

- ACUITY™ X4 Quadripolar LV Leads, RELIANCE™ family of ICD Leads and our INGEVITY™ Pacing Leads,

See *Note I – Commitments and Contingencies* to our consolidated financial statements included in [added: Part II,] Item 8.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $113.1] [added: $158.7] billion based on the last reported sale price of [removed: $77.01] [added: $107.41] of the registrant’s common stock on the New York Stock Exchange on June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares outstanding of Common Stock, $0.01 par value per share, as of January [removed: 31, 2025] [added: 30, 2026] was [removed: 1,475,778,104.][added: 1,483,885,456.]

Portions of the registrant’s definitive proxy statement to be filed within 120 days of December 31, [removed: 2024] [added: 2025] with the Securities and Exchange Commission in connection with its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

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| [ITEM [removed: 15.](#i8f41df5d88da45d29030e84e2199f31a_211)] [added: 15.](#ic87ebc9e33cf4b3a8db5709392de13f6_214)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i8f41df5d88da45d29030e84e2199f31a_211)] [added: SCHEDULES](#ic87ebc9e33cf4b3a8db5709392de13f6_214)] | | | [removed: [126](#i8f41df5d88da45d29030e84e2199f31a_211)] [added: [116](#ic87ebc9e33cf4b3a8db5709392de13f6_214)] | | |

| [ITEM [removed: 16.](#i8f41df5d88da45d29030e84e2199f31a_214)] [added: 16.](#ic87ebc9e33cf4b3a8db5709392de13f6_217)] | | | [FORM 10-K [removed: SUMMARY](#i8f41df5d88da45d29030e84e2199f31a_214)] [added: SUMMARY](#ic87ebc9e33cf4b3a8db5709392de13f6_217)] | | | [removed: [133](#i8f41df5d88da45d29030e84e2199f31a_214)] [added: [123](#ic87ebc9e33cf4b3a8db5709392de13f6_217)] | | |

| [PART I](#ic87ebc9e33cf4b3a8db5709392de13f6_13) | | | | | | [3](#ic87ebc9e33cf4b3a8db5709392de13f6_13) | | |

| [PART II](#ic87ebc9e33cf4b3a8db5709392de13f6_37) | | | | | | [30](#ic87ebc9e33cf4b3a8db5709392de13f6_37) | | |

| [PART III](#ic87ebc9e33cf4b3a8db5709392de13f6_193) | | | | | | [115](#ic87ebc9e33cf4b3a8db5709392de13f6_193) | | |

| [PART IV](#ic87ebc9e33cf4b3a8db5709392de13f6_211) | | | | | | [116](#ic87ebc9e33cf4b3a8db5709392de13f6_211) | | |

| [SIGNATURES](#ic87ebc9e33cf4b3a8db5709392de13f6_220) | | | | | | [124](#ic87ebc9e33cf4b3a8db5709392de13f6_220) | | |

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K (this Annual Report) contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend,” “aim,” "goal," "target," "continue," "hope," "may" and similar words.

These forward-looking statements include, among other things, statements regarding our financial and operating performance; acquisitions; clinical trials; business plans and product performance; new and anticipated product approvals and launches; intellectual property; regulations and accounting pronouncements; legal proceedings; tax matters and regulations; and macroeconomic and geopolitical conditions.

These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance.

If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements.

The forward-looking statements in this Annual Report are based on certain risks and uncertainties, including the risk factors described in Item 1A under the heading “Risk Factors” and the specific risk factors discussed herein and in connection with forward-looking statements made throughout this Annual Report, which could cause actual results to vary materially from the expectations and projections expressed or implied by our forward-looking statements.

These risks and uncertainties, in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this Annual Report.

As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Risks and uncertainties that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical events and tensions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions and the market acceptance of those products; market competition for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve sustainability goals; and future business decisions made by us and our competitors.

New risks and uncertainties may arise from time to time and are difficult to predict.

All of these factors are difficult or impossible to predict accurately and many of them are beyond our control.

For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A.

Risk Factors contained in this Annual Report, which we may update in Part II, Item 1A.

Risk Factors in Quarterly Reports on Form 10-Q that we have filed or will file hereafter.

We 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 may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law.

This cautionary statement is applicable to all forward-looking statements contained in this Annual Report.

| [PART I](#i8f41df5d88da45d29030e84e2199f31a_13) | | | | | | [3](#i8f41df5d88da45d29030e84e2199f31a_13) | | |

| [PART II](#i8f41df5d88da45d29030e84e2199f31a_37) | | | | | | [35](#i8f41df5d88da45d29030e84e2199f31a_37) | | |

| [PART III](#i8f41df5d88da45d29030e84e2199f31a_190) | | | | | | [125](#i8f41df5d88da45d29030e84e2199f31a_190) | | |

| [PART IV](#i8f41df5d88da45d29030e84e2199f31a_208) | | | | | | [126](#i8f41df5d88da45d29030e84e2199f31a_208) | | |

| [SIGNATURES](#i8f41df5d88da45d29030e84e2199f31a_217) | | | | | | [134](#i8f41df5d88da45d29030e84e2199f31a_217) | | |

We have established an enterprise cybersecurity program, which is administered by a cross-functional team of cybersecurity professionals that includes employees and third party contractors and vendors, that utilizes various tools, methodologies and processes to assess, identify and manage cybersecurity risks related to our [removed: IT] [added: information technology (IT)] and [removed: OT systems, as well as our products.][added: operational technology (OT) systems.]

Our cybersecurity program is designed to monitor and continually enhance our enterprise security posture, [removed: with the goal of preventing cybersecurity incidents to the extent feasible,] including assessments to [removed: better understand our] [added: evaluate] readiness [removed: for cybersecurity threats] and [removed: the] resilience [removed: of our critical business functions,] with the goal of [removed: avoiding or reducing] [added: preventing incidents and mitigating] the impact [removed: if such an] [added: in the] event [removed: were to occur.][added: an incident occurs.]

We also periodically conduct simulation exercises involving employees at various levels of the [removed: organization, as well as] [added: organization and provide annual cybersecurity briefings to] our Board of [removed: Directors, to prepare for cybersecurity incidents and response planning.][added: Directors.]

We [removed: use third party] [added: engage third-party] security [removed: providers] [added: partners] for specialized [removed: areas] [added: services] such as incident response, penetration testing, and on-demand cybersecurity [removed: services, including staff augmentation and consulting.][added: support.]

Cybersecurity [removed: related] risks are [added: also monitored within our enterprise risk management (ERM) program and] included in the risk universe [removed: that the ERM function evaluates] [added: used] to assess top risks to the Company on an annual basis.

Risks are discussed with appropriate members of management, who [removed: manage] [added: oversee] risk coverage, monitoring and reporting in the relevant risk function, including [added: in] our cybersecurity program, and incorporate those activities as part of developing our strategic plan.

[removed: The] [added: Separately, the Board receives cybersecurity risk updates through the] ERM [removed: program’s] [added: program's] annual risk assessment [removed: is] presented [removed: annually] to [removed: our Board of Directors.][added: the Board.]

For additional information, see [added: Part I,] Item 1A.

Our global cybersecurity organization is led by our chief information security officer (CISO), [removed: who reports directly to our chief information officer (CIO) and] under the organization of our chief information and digital officer (CIDO).

Our current CISO has over [removed: 19] [added: 20] years of extensive information technology experience, including in security architecture, software development and engineering, as well as leading security operations and incident response, offensive and defensive cyber projects in increasing roles of responsibility.

Our current CIDO [added: is a member of our executive committee and] has extensive experience overseeing information technology and security programs, including roles of increasing leadership within our Information and Digital organizations over the last ten years, and prior to that in increasing roles of responsibility managing information systems, including over 18 years at General Electric.

Our Board of Directors [added: (the Board)] oversees an enterprise-wide approach to risk management, including cybersecurity risks.

While the Board has [removed: the] ultimate responsibility for risk oversight, each committee of the Board also oversees [removed: risk] [added: risks] to the extent [removed: it relates] [added: they relate] to the committee’s [removed: responsibilities] [added: respective area of responsibility] and provides reports to the Board [removed: in its respective area of responsibility.][added: as appropriate.]

[removed: Our] [added: The] Board [removed: of Directors also] receives annual updates [removed: on such cybersecurity matters, or] [added: (or] more [removed: frequently] [added: frequently,] as appropriate under the procedures described [removed: below.][added: below) on cybersecurity matters, including our cybersecurity program, cybersecurity risks, and the evolving threat landscape.]

We have established controls and procedures to escalate enterprise level issues, including cybersecurity matters, to the appropriate management levels within our organization and [removed: our Board of Directors,] [added: the Board,] or members or committees thereof, as appropriate.

Under our framework, cybersecurity issues, including [removed: those involving] vulnerabilities introduced [removed: by] [added: through] our [removed: IT, OT systems] [added: IT] and [added: OT systems, the] use of [added: artificial intelligence technologies, and risks arising from] third-party [removed: software,] [added: software and service providers,] are analyzed by subject matter experts, including a crisis committee as needed in accordance with our incident response plans, for potential financial, operational, and reputational risks, based on, among other factors, the nature of the matter and breadth of impact.

Matters determined to present potential material impacts to our financial results, operations, and/or reputation are immediately reported by management to the [removed: Board of Directors,] [added: Board,] or individual members or committees thereof, as appropriate, in accordance with our established escalation framework.

Cybersecurity education has also been provided to our Board of Directors to support incident preparedness.

We have an established product cybersecurity program that ensures cybersecurity risk management is incorporated into the entire lifecycle for all of our products.

Our product cybersecurity program applies various tools, methodologies and processes to each lifecycle stage and helps ensure that our products are designed, built, tested, deployed and maintained in accordance with medical device cybersecurity standards, best practices, and guidance documents.

This serves to build appropriate cybersecurity controls into our medical device products while also meeting regulatory compliance objectives.

We also use a managed security service provider to enhance our security operations center with AI-enabled monitoring, analysis, and threat correlation capabilities.

All third parties undergo security due diligence and risk assessment prior to engagement, with additional reviews performed as needed based on risk.

If a third party experiences a cybersecurity incident that could affect our business, we conduct a full assessment and implement appropriate safeguards.

Our cybersecurity team also continually monitors third-party security posture to help mitigate risks to our systems.

We rely on information technology (IT) and operational technology (OT) systems, including technology from third party vendors, to manufacture and ship our products, as well as to process, transmit and store electronic information in our day-to-day operations.

Our product cybersecurity focus begins with our design protocols and is supported by quality testing, provider education, and packaging and distribution standards.

We use penetration testing to simulate cyberattacks and better understand our exploitable weaknesses, and we monitor threat intelligence feeds, including avenues for product users to report vulnerabilities directly to us, and use scanning tools to detect and assess vulnerabilities that could affect our products.

In addition, we conduct product, enterprise and vendor/third party risk assessments, vulnerability assessments and analyses to gain insights into potential vulnerabilities and their impact on critical functions, and leverage their outcomes to prioritize our security investments and balance our resource allocation.

We also leverage a managed security service provider to augment our cybersecurity organization and to provide additional monitoring and response capabilities.

We engage and rely upon third parties to provide services and/or goods, represent and/or otherwise act on our behalf.

Prior to engaging or conducting any business with or on our behalf, such parties undergo a due diligence review, and a third party security risk assessment is conducted to validate they are legally permitted and qualified to maintain appropriate safeguards to protect our information assets in connection with the services they intend to provide.

We perform supplemental reviews as necessary commensurate with the risk associated with each third party, for example, if or when a third party is affected by an incident, that directly or indirectly impacts our company we undertake a full assessment and implement additional controls commensurate to the risk.

Furthermore, to minimize risks and vulnerabilities to our systems, our cybersecurity team continuously monitors and addresses cybersecurity threats and incidents at third-party service providers.

Assessing, identifying, and managing cybersecurity related risks are also integrated into our enterprise risk management (ERM) program.

The Risk Committee of our Board also focuses on an enterprise-wide approach to risk management, and has primary oversight responsibility for areas of quality and nonfinancial compliance issues, including cybersecurity risks.

The Risk Committee receives periodic updates from the CISO and CIDO on our cybersecurity risks and threats, assessments of our cybersecurity program and the evolving threat landscape.

Our Board of Directors also receive cybersecurity risk assessments as part of the annual ERM program presentation described above.

As of December 31, [removed: 2024,] [added: 2025,] we maintained [removed: 16] [added: 13] principal manufacturing facilities, including [removed: eight] [added: six] in the U.S. and Puerto Rico, three in Ireland, two in Costa Rica, one in Malaysia, one in [removed: Brazil, one in] China, as well as a Global Headquarters in the U.S. and various distribution and technology centers around the world.

The following is a summary of our facilities as of December 31, [removed: 2024] [added: 2025] (in approximate square feet):

(2) Includes our principal manufacturing facilities in California, Indiana, [removed: Brazil,] China and Heredia, Costa Rica, as well as our regional headquarters located in Singapore and Voisins-le-Bretonneux, France.

| U.S. | | | 4,548,538 | | | | | | 1,932,916 | | | | | | 6,481,454 | | |

| International | | | 3,596,282 | | | | | | 2,935,190 | | | | | | 6,531,472 | | |

| | | | 8,144,820 | | | | | | 4,868,106 | | | | | | 13,012,926 | | |

| U.S. | | | 4,148,417 | | | | | | 2,249,380 | | | | | | 6,397,797 | | |

| International | | | 3,615,983 | | | | | | 2,410,040 | | | | | | 6,026,023 | | |

| | | | 7,764,400 | | | | | | 4,659,420 | | | | | | 12,423,820 | | |

As of January [removed: 31, 2025,] [added: 30, 2026,] there were [removed: 5,072] [added: 4,570] holders of record of our common stock.

We did not pay a cash dividend in [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022] [added: 2023] on our common stock and currently we do not intend to pay cash dividends on our common stock.

Please see [added: Part III,] Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters [removed: under Part III] of this Annual Report on Form 10-K for information on where to find information required by Item 201(d) of Regulation S-K.

We made no share repurchases in [removed: 2024] [added: 2025] or [removed: 2023] [added: 2024] and, as of December 31, [removed: 2024,] [added: 2025,] had the full $1.000 billion remaining available under the 2020 Share Repurchase Program.

Refer to *Note J – Stockholders' Equity* to our consolidated financial statements included in [added: Part II,] Item 8.

There were no purchases of equity securities by the issuer or affiliated purchases in the fourth quarter of [removed: 2024,] [added: 2025,] required to be reported here.

The graph assumes $100 was invested in our common stock and in each of the named indices on December 31, [removed: 2019] [added: 2020] and that any dividends were reinvested.

[removed: Note:] [added: Note:] The stock price performance shown on the graph above is not indicative of future price performance.


| *(in millions, except per share data)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 16,747] [added: 20,074] | | | | | $ | [removed: 14,240] [added: 16,747] | | | | | $ | [removed: 12,682] [added: 14,240] | |

| Cost of products sold [added: (excluding amortization expense)] | | | [removed: 5,257] [added: 6,221] | | | | | | [removed: 4,345] [added: 5,257] | | | | | | [removed: 3,956] [added: 4,345] | | |

| Gross profit | | | [removed: 11,490] [added: 13,854] | | | | | | [removed: 9,896] [added: 11,490] | | | | | | [removed: 8,727] [added: 9,896] | | |

| Selling, general and administrative expenses | | | [removed: 5,984] [added: 6,887] | | | | | | [removed: 5,190] [added: 5,984] | | | | | | [removed: 4,520] [added: 5,190] | | |

| Research and development expenses | | | [removed: 1,615] [added: 2,052] | | | | | | [removed: 1,414] [added: 1,615] | | | | | | [removed: 1,323] [added: 1,414] | | |

| Royalty expense | | | [removed: 33] [added: 46] | | | | | | [removed: 46] [added: 33] | | | | | | [removed: 47] [added: 46] | | |

| Amortization expense | | | [removed: 856] [added: 897] | | | | | | [removed: 828] [added: 856] | | | | | | [removed: 803] [added: 828] | | |

| Intangible asset impairment charges | | | [removed: 386] [added: 46] | | | | | | [removed: 58] [added: 386] | | | | | | [removed: 132] [added: 58] | | |

| Contingent consideration net expense (benefit) | | | [removed: (5)] [added: 18] | | | | | | [removed: 58] [added: (5)] | | | | | | [removed: 35] [added: 58] | | |

| Restructuring net charges (credits) | | | [removed: 16] [added: 101] | | | | | | [removed: 69] [added: 16] | | | | | | [removed: 24] [added: 69] | | |

| Litigation-related net charges (credits) | | | [removed: —] [added: 194] | | | | | | [removed: (111)] [added: —] | | | | | | [removed: 173] [added: (111)] | | |

| | | | [removed: 8,887] [added: 10,241] | | | | | | [removed: 7,553] [added: 8,887] | | | | | | [removed: 7,078] [added: 7,553] | | |

| Operating income (loss) | | | [removed: 2,603] [added: 3,613] | | | | | | [removed: 2,343] [added: 2,603] | | | | | | [removed: 1,649] [added: 2,343] | | |

| Interest expense | | | [removed: (305)] [added: (349)] | | | | | | [removed: (265)] [added: (305)] | | | | | | [removed: (470)] [added: (265)] | | |

| Other, net | | | [removed: (16)] [added: 42] | | | | | | [removed: (93)] [added: 2] | | | | | | [removed: (38)] [added: 47] | | |

| Income (loss) before income taxes | | | [removed: 2,282] [added: 3,385] | | | | | | [removed: 1,985] [added: 2,282] | | | | | | [removed: 1,141] [added: 1,985] | | |

| Income tax expense (benefit) | | | [removed: 436] [added: 493] | | | | | | [removed: 393] [added: 436] | | | | | | [removed: 443] [added: 393] | | |

| Net income (loss) | | | [removed: 1,846] [added: 2,892] | | | | | | [removed: 1,592] [added: 1,846] | | | | | | [removed: 698] [added: 1,592] | | |

| Preferred stock dividends | | | — | | | | | | [removed: (23)] [added: —] | | | | | | [removed: (55)] [added: (23)] | | |

| Net income (loss) attributable to noncontrolling interests | | | [removed: (8)] [added: (6)] | | | | | | [removed: (1)] [added: (8)] | | | | | | [removed: —] [added: (1)] | | |

| Net income (loss) attributable to Boston Scientific common stockholders | | | $ | [removed: 1,853] [added: 2,898] | | | | | $ | [removed: 1,570] [added: 1,853] | | | | | $ | [removed: 642] [added: 1,570] | |

| Net income (loss) per common share — basic | | | $ | [removed: 1.26] [added: 1.96] | | | | | $ | [removed: 1.08] [added: 1.26] | | | | | $ | [removed: 0.45] [added: 1.08] | |

| Net income (loss) per common share — diluted | | | $ | [removed: 1.25] [added: 1.94] | | | | | $ | [removed: 1.07] [added: 1.25] | | | | | $ | [removed: 0.45] [added: 1.07] | |

| Basic | | | [removed: 1,471.5] [added: 1,480.4] | | | | | | [removed: 1,453.0] [added: 1,471.5] | | | | | | [removed: 1,430.5] [added: 1,453.0] | | |

| Diluted | | | [removed: 1,485.9] [added: 1,494.5] | | | | | | [removed: 1,463.5] [added: 1,485.9] | | | | | | [removed: 1,439.7] [added: 1,463.5] | | |

Amounts may not [removed: foot] [added: add] due to rounding.

| *(in millions)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income (loss) | | | $ | [removed: 1,846] [added: 2,892] | | | | | $ | [removed: 1,592] [added: 1,846] | | | | | $ | [removed: 698] [added: 1,592] | |

| Foreign currency translation adjustment | | | [removed: 225] [added: (685)] | | | | | | [removed: (105)] [added: 225] | | | | | | [removed: (94)] [added: (105)] | | |

| Net change in derivative financial instruments | | | [removed: 1] [added: (202)] | | | | | | [removed: (115)] [added: 1] | | | | | | [removed: 63] [added: (115)] | | |

| Net change in defined benefit pensions and other items | | | [removed: (8)] [added: 15] | | | | | | [removed: (9)] [added: (8)] | | | | | | [removed: 37] [added: (9)] | | |

| Other comprehensive income (loss) | | | [removed: 218] [added: (872)] | | | | | | [removed: (230)] [added: 218] | | | | | | [removed: 6] [added: (230)] | | |

| Comprehensive income (loss) | | | [removed: 2,064] [added: 2,020] | | | | | | [removed: 1,362] [added: 2,064] | | | | | | [removed: 704] [added: 1,362] | | |

| Other comprehensive income (loss) attributable to noncontrolling interests | | | [removed: (7)] [added: 12] | | | | | | [removed: (10)] [added: (7)] | | | | | | [removed: —] [added: (10)] | | |

| Comprehensive income (loss) attributable to noncontrolling interests | | | [removed: (15)] [added: 6] | | | | | | [removed: (11)] [added: (15)] | | | | | | [removed: —] [added: (11)] | | |

| Comprehensive income attributable to Boston Scientific common stockholders | | | $ | [removed: 2,079] [added: 2,013] | | | | | $ | [removed: 1,373] [added: 2,079] | | | | | $ | [removed: 704] [added: 1,373] | |

| *(in millions, except share and per share data)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| [removed: Cash] [added: *Cash] and cash [removed: equivalents] [added: equivalents*] | | | $ | [added: 1,965 | | | | | $ |] 414 | | | | | $ | 865 | |

| Trade accounts receivable, net | | | [removed: 2,558] [added: 2,926] | | | | | | [removed: 2,228] [added: 2,558] | | |

| Other, net | | | 121 | | | | | | (16) | | | | | | (93) | | |

Amounts may not add due to rounding.

Amounts may not add due to rounding.

| Ending | | | $ | — | | | | | $ | — | | | | | $ | — | |

| Conversion of mandatory convertible preferred stock to common stock | | | — | | | | | | — | | | | | | (0) | | |

| Net (income) loss attributable to noncontrolling interests | | | 6 | | | | | | 8 | | | | | | 1 | | |

| Net income (loss) attributable to noncontrolling interests | | | (6) | | | | | | (8) | | | | | | (1) | | |

Amounts may not add due to rounding.

| Net income (loss) | | | $ | 2,892 | | | | | $ | 1,846 | | | | | $ | 1,592 | |

| Fixed asset and right-of-use asset impairment | | | 124 | | | | | | 72 | | | | | | 27 | | |

Amounts may not add due to rounding.

| Noncash transactions related to finance lease obligations | | | 205 | | | | | | 122 | | | | | | — | | |

| *(in millions)* | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | | | $ | 2,147 | | | | | $ | 606 | | | | | $ | 1,055 | |

Amounts may not add due to rounding.

These are included in *Other current assets* within our consolidated balance sheets.

purchaser.

Similarly, arrangements that include the sale of capital equipment may include multiple performance obligations.

For contracts with multiple performance obligations, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price of each distinct good or service in the contract.

For goods or services for which observable standalone selling prices are not available, or if sales volume is not sufficient, we estimate the standalone selling price considering entity-specific factors including, but not limited to, the expected cost and margin of the product or service.

If we conclude that it is more likely than not that the asset is impaired, we then determine the fair value of the intangible asset and perform the

In the fourth quarter of 2025, an organizational change combined

our legacy Cardiology and Peripheral Interventions operating segments into a single Cardiovascular operating segment.

This change had no impact on our reporting units or reportable segments.

If the reporting unit does not pass the qualitative assessment, then we perform a quantitative impairment test.

Legal Costs

We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities.

Under these agreements, we and the counterparty, at specified intervals, exchange the

On January 27, 2026, we completed our acquisition of 100 percent of Nalu Medical, Inc. (Nalu Medical), a privately held medical technology company focused on developing and commercializing innovative and minimally invasive solutions for patients with chronic pain.

We had been an investor in Nalu Medical since 2017 and previously held an equity stake of approximately nine percent.

On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages.

The purchase price is valued at $374 per share, or approximately $14.500 billion.

On July 11, 2025, we completed our acquisition of 100 percent of Anrei Medical (HZ) Co., Ltd. (Anrei Medical), a privately held company that specializes in the design and production of medical devices for minimally invasive procedures primarily serving the field of gastroenterology.

The Anrei Medical portfolio complements our existing Endoscopy portfolio which will provide physicians with more treatment options to meet specific patient needs.

On May 7, 2025, we completed our acquisition of the remaining shares of SoniVie Ltd. (SoniVie), a privately held medical device company that has developed the TIVUS™ Intravascular Ultrasound System.

An investigational technology, the TIVUS system is designed to denervate nerves surrounding blood vessels to treat a variety of hypertensive disorders, including renal artery denervation for hypertension.

We had been an investor in SoniVie since 2022 and held an equity stake of approximately 10 percent immediately prior to the acquisition date.

The transaction price to acquire the remaining stake consisted of an upfront cash payment of $362 million, net of cash acquired after adjustments for our prior equity stake and other closing adjustments, and an additional future payment of up to $200 million, or $180 million for the portion not previously owned, upon achievement of a regulatory milestone.

We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $45 million gain recognized within *Other, net* during the second quarter of 2025.

The SoniVie business will be integrated into our Cardiovascular division.

| | | | | | | | | | | | | | | | | | |

| Loss (gain) on disposal of businesses and assets | | | — | | | | | | — | | | | | | 22 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of December 31, | | | | | | | | |

| Ending | | | — | | | | | | — | | | | | | 10,062,500 | | |

| Debt extinguishment net charges | | | — | | | | | | — | | | | | | 194 | | |

| Proceeds from disposal of certain businesses and assets | | | — | | | | | | — | | | | | | 5 | | |

| Proceeds from royalty rights | | | 20 | | | | | | 30 | | | | | | 70 | | |

| Proceeds from settlements of hedge contracts | | | — | | | | | | 2 | | | | | | 56 | | |

| Payments for royalty rights | | | (26) | | | | | | (50) | | | | | | (75) | | |

| Payments on long-term borrowings and debt extinguishment costs | | | — | | | | | | — | | | | | | (3,184) | | |

| Proceeds from long-term borrowings, net of debt issuance costs | | | 2,145 | | | | | | — | | | | | | 3,270 | | |

| Cash dividends paid on preferred stock | | | — | | | | | | (28) | | | | | | (55) | | |

| Non-cash impact of transferred royalty rights | | | (20) | | | | | | (30) | | | | | | (70) | | |

| *(in millions)* | | | As of December 31, | | | | | | | | | | | | | | |

The analysis identifies the primary beneficiary of a VIE as the enterprise that has both 1) the power to direct activities of a VIE that most significantly impact the entity’s economic performance and 2) the obligation to absorb losses of the entity or the right to receive benefits from the entity.

Based on our assessments under the applicable guidance, we did not have controlling financial interests in any VIEs and, therefore, did not consolidate any VIEs during 2024, 2023 or 2022.

Our

*Restricted Cash Equivalents*

- We have a contract with a customer that creates enforceable rights and obligations,

- Promised products or services are identified,

- The transaction price, or the amount we expect to receive, is determinable and

- We have transferred control of the promised items to the customer.

Generally, we do not have observable evidence of the standalone selling price related to our future service obligations; therefore, we estimate the selling price using an expected cost plus a margin approach.

We allocate the transaction price using the relative standalone selling price method.

We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less.

In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred.

The majority of our warranty liability relates to implantable devices offered by our CRM business, which include implantable defibrillator and pacemaker systems.

We offer a full warranty for a portion of the period post-implant and a partial warranty for a period of time thereafter.

A significant change in the timing or level of demand for our products as compared to forecasted amounts may result in recording additional provisions for excess, expired and obsolete inventory in the future.

Further, the industry in which we participate is characterized by rapid product development and frequent new product introductions.

Uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to excess, expired and obsolete inventory.

In addition, we review our indefinite-lived intangible assets for classification and impairment more frequently if impairment indicators exist.

recoverability.

For patents developed internally, we capitalize costs incurred to obtain patents, including attorney fees, registration fees, consulting fees and other expenditures directly related to securing the patent.

We historically selected this method as being the most meaningful in preparing our goodwill assessments because we believe the income approach most appropriately measures the fair value of our income producing assets.

investee available to us, including valuations based on recent third-party equity investments in the investee.

Refer to *Note D – Hedging Activities and Fair Value Measurements* for more information on our hedging instruments.

The transaction price to acquire the remaining stake is expected to result in an upfront cash payment of approximately $443 million upon closing and up to an additional $221 million in future payments upon achievement of certain regulatory milestones.

Our management, with the participation of our President and Chief Executive Officer (CEO) and Executive Vice President and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2024] [added: 2025] pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended.

Based on their evaluation, our CEO and CFO concluded that as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective.

Management’s annual report on our internal control over financial reporting is included in [added: Part II,] Item 7.

The report of Ernst & Young LLP on our internal control over financial reporting is included in [added: Part II,] Item 7.

[removed: During 2022,] [added: Previously,] we began a multi-year implementation of a new global enterprise resource planning (ERP) system, which will replace our existing system.

The portion of the transition to the new ERP system which we have completed to date resulted in changes in our [added: business processes and] internal control over financial reporting during the year ended December 31, [removed: 2024.][added: 2025.]

In August 2025, we transitioned to the new ERP system for a significant portion of our Europe, Middle East, and Africa commercial operations.

We have implemented or enhanced our internal control activities, where applicable, for any changes that occurred and will continue to monitor the impact on our processes, procedures, and internal control over financial reporting.

On November [removed: 14, 2024, Ellen Zane, an independent member of] [added: 13, 2025, Miriam O’Sullivan,] our [removed: Board of Directors,] [added: Senior Vice President and Chief Human Resources Officer,] entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Ms. [removed: Zane’s] [added: O’Sullivan’s] plan covers the sale of [removed: 13,586] [added: 14,912] shares of our common [removed: stock.][added: stock to be acquired upon exercise of stock options.]

Transactions under Ms. [removed: Zane’s] [added: O’Sullivan’s] plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Ms. [removed: Zane’s] [added: O’Sullivan’s] plan will terminate on the earlier of [removed: February 24, 2026] [added: December 31, 2026,] or the date all shares subject to the plan have been sold.

(b)

On November 15, 2024, Michael F.

Mahoney, our Chairman and Chief Executive Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Mr. Mahoney’s plan covers the sale of 493,328 shares of our common stock, including 316,856 shares to be acquired upon exercise of stock options.

Transactions under Mr. Mahoney’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Mr. Mahoney’s plan will terminate on the earlier of June 6, 2025, or the date all shares subject to the plan have been sold.

On November 21, 2024, Vance R.

Brown, our Senior Vice President, General Counsel and Corporate Secretary, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Mr. Brown’s plan covers the sale of 19,304 shares of our common stock.

Transactions under Mr. Brown’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Mr. Brown’s plan will terminate on the earlier of May 30, 2025 or the date all shares subject to the plan have been sold.

On November 21, 2024, Jeffrey B.

Mirviss, our Senior Vice President and President, Peripheral Interventions, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Mr. Mirviss’ plan covers the sale of up to 11,107 shares of our common stock, including up to 8,419 shares to be acquired upon vesting of restricted share units.

Transactions under Mr. Mirviss’ plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Mr. Mirviss’ plan will terminate on the earlier of May 21, 2025 or the date all shares subject to the plan have been sold.

On November 29, 2024, Emily M.

Woodworth, our Senior Vice President, Global Controller and Chief Accounting Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Ms. Woodworth’s plan covers the sale of up to 18,973 shares of our common stock, including up to 3,281 shares to be acquired upon vesting of restricted share units and 13,167 shares to be acquired upon the exercise of stock options.

Transactions under Ms. Woodworth’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period.

Ms. Woodworth’s plan will terminate on the earlier of August 29, 2025 or the date all shares subject to the plan have been sold.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2024] [added: 2025] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2024] [added: 2025] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2024] [added: 2025] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2024] [added: 2025] and is incorporated into this Annual Report on Form 10-K by reference.

The information required by this Item is set forth in our Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, [removed: 2024] [added: 2025] and is incorporated into this Annual Report on Form 10-K by reference.

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of [removed: January 8, 2024,] [added: January](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm) [14](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[, 202](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[6](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[,] among the [removed: Company, Sadie Merger] [added: Company,](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm) [Pinehurst](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm) [Merger] Sub, Inc. [removed: and Axonics,] [added: and](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm) [Penumbra](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[,] Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on [removed: January 8, 2024,] [added: January](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm) [15](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[, 202](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[6](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)[,] File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000007/agreementandplanofmergerda.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787126000037/ss5822815_ex0201.htm)] | | |

| [removed: 4.2*] [added: 4.2] | | | | | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/885725/000088572525000011/exhibit42-descriptionofreg.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/885725/000088572525000011/exhibit42-descriptionofreg.htm) [(incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on February 18, 2024, File No. 1-11083)](https://www.sec.gov/Archives/edgar/data/885725/000088572525000011/exhibit42-descriptionofreg.htm)[.](https://www.sec.gov/Archives/edgar/data/885725/000088572525000011/exhibit42-descriptionofreg.htm)] | | |

| 4.17 | | | | | | [Form of [removed: 1.900%] [added: 2.650%] Senior Note [removed: Due] [added: due] June 1, [removed: 2025] [added: 2030] in the aggregate amount of [removed: $500,000,000] [added: $1,200,000,000] (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company's Current Report on Form 8-K filed on May 18, 2020, File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0402.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0403.htm)] | | |

| [removed: 4.18] [added: 4.23] | | | | | | [Form of [removed: 2.650%] [added: 3.500%] Senior Note due [removed: June 1, 2030 in the aggregate amount of $1,200,000,000] [added: 2032] (incorporated [removed: herein] by reference to Exhibit 4.3 to the Company's Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: May 18, 2020,] [added: February 27, 2024,] File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000094787120000487/ss173781_ex0403.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000025/exhibit43-formof3500senior.htm)] | | |

| [removed: 4.19] [added: 4.18] | | | | | | [Indenture dated as of March 8, 2022, among the Company, American Medical Systems Europe B.V., and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 8, 2022, File No. 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000110465922031615/tm228612d1_ex4-1.htm) | | |

| 4.20 | | | | | | [Form of [removed: 0.750%] [added: 1.625%] Senior Note due March 8, [removed: 2025] [added: 2031] (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.4] to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-2.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-4.htm)] | | |

| [removed: 4.21] [added: 4.19] | | | | | | [Form of 1.375% Senior Note due March 8, 2028 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-3.htm) | | |

| [removed: 4.22] [added: 4.21] | | | | | | [Form of [removed: 1.625%] [added: 1.875%] Senior Note due March 8, [removed: 2031] [added: 2034] (incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.5] to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-4.htm)] [added: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-5.htm)] | | |

| [removed: 4.23] [added: 4.25] | | | | | | [Form of [removed: 1.875%] [added: 3.250%] Senior Note due [removed: March 8,] 2034 (incorporated [removed: herein] by reference to Exhibit [removed: 4.5] [added: 4.3] to the [removed: Company's] [added: Company’s] Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: March 8, 2022,] [added: February 26, 2025,] File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/0000885725/000110465922031615/tm228612d1_ex4-5.htm)] [added: 1-110183).](https://www.sec.gov/Archives/edgar/data/885725/000088572525000013/ex43formof3250seniornotedu.htm)] | | |

| [removed: 4.24] [added: 4.22] | | | | | | [Form of 3.375% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 27, 2024, File No. 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000025/exhibit42-formof3375senior.htm) | | |

| [removed: 4.25] [added: 4.24] | | | | | | [Form of [removed: 3.500%] [added: 3.000%] Senior Note due [removed: 2032] [added: 2031] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K, filed on February [removed: 27, 2024,] [added: 26, 2025,] File No. [removed: 1-11083).](https://www.sec.gov/Archives/edgar/data/885725/000088572524000025/exhibit43-formof3500senior.htm)] [added: 1-110183).](https://www.sec.gov/Archives/edgar/data/885725/000088572525000013/ex42formof3000seniornotedu.htm)] | | |

| [removed: 10.1] [added: 10.5] | | | | | | [Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2000 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 10, 2004, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000107261304002318/exh10-6_13134.txt) | | |

| [removed: 10.2] [added: 10.6] | | | | | | [Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed August 7, 2012, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572512000029/exhibit101-q2201210xq.htm) | | |

| [removed: 10.3] [added: 10.7] | | | | | | Form of Boston Scientific Corporation Excess Benefit Plan, as amended (incorporated herein by reference to [Exhibits 10.1](https://www.sec.gov/Archives/edgar/data/885725/000107261305001649/exhibit10-1_13649.htm) and [10.4](https://www.sec.gov/Archives/edgar/data/885725/000107261308002226/exhibit10-4_16230.htm) to the Company's Current Reports on Form 8-K filed on July 5, 2005 and December 22, 2008, respectively, File No. 1-11083).# | | |

| [removed: 10.4] [added: 10.8] | | | | | | [Form of Trust under the Boston Scientific Corporation Excess Benefit Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 5, 2005, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000107261305001649/exhibit10-2_13649.htm) | | |

| [removed: 10.5] [added: 10.54] | | | | | | [Boston Scientific Corporation [removed: Deferred] [added: 2026 Annual] Bonus [removed: Plan] [added: Plan, Performance Period January 1 to December 31, 2026,] (incorporated herein by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K filed on [removed: May 17, 2010,] [added: November 19, 2025,] File No. [removed: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000107261310000567/exh10-1_16834.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572525000052/ex101-2026annualbonusplan.htm)] | | |

| [removed: 10.6] [added: 10.9] | | | | | | [Boston Scientific Corporation 2011 Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 17, 2012, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572512000006/exhibit1049-ltip.htm) | | |

| [removed: 10.7] [added: 10.10] | | | | | | [Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2003 and 2011 Long-Term Incentive Plans (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572511000042/exhibit104rsa.htm) | | |

| [removed: 10.8] [added: 10.11] | | | | | | [Form of Offer Letter dated September 6, 2011 between the Company and Michael F. Mahoney, as supplemented September 13, 2011 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 19, 2011, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572511000046/exhibit101_michaelmahoneyo.htm) | | |

| [removed: 10.9] [added: 10.12] | | | | | | [Form of Amendment, dated February 14, 2012, to Offer Letter dated September 6, 2011 between the Company and Michael F. Mahoney, as supplemented September 13, 2011 (incorporated herein by reference to Exhibit 10.100 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 17, 2012, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572512000006/exhibit10100-mahoneyofferl.htm) | | |

| [removed: 10.10] [added: 10.13] | | | | | | [Form of Offer Letter by and between the Company and Joseph M. Fitzgerald dated February 27, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2015, filed on May 6, 2015, File No. 1-11083). #](https://www.sec.gov/Archives/edgar/data/885725/000088572515000012/exhibit102-offerletterfitz.htm) | | |

| [removed: 10.12] [added: 10.14] | | | | | | [Boston Scientific Corporation Domestic Relocation Policy Tier 5 Executive Officer Homeowner, effective January 2007 and updated July 2012 (incorporated herein by reference to Exhibit 10.118 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572513000007/exhibit10118domesticreloca.htm) | | |

| [removed: 10.13] [added: 10.31] | | | | | | [Form of [removed: Letter to Key Management Personnel re:] [added: EC Non-CEO] Change in Control Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on [removed: March] [added: May] 6, [removed: 2013,] [added: 2022,] File No. [removed: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000110465913017992/a13-6792_1ex10d1.htm)] [added: 1-11083). #](https://www.sec.gov/Archives/edgar/data/885725/000110465922057017/tm2214421d1_ex10-1.htm)] | | |

| [removed: 10.14] [added: 10.15] | | | | | | [Form of Offer Letter by and between the Company and Daniel J. Brennan, dated October 22, 2013 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 24, 2013 File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000110465913077459/a13-22722_1ex10d2.htm) | | |

| [removed: 10.15] [added: 10.16] | | | | | | [Form of Long-Term Incentive Plan Global Non-Qualified Stock Option Agreement under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 7, 2013, File No. 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572513000037/exhibit104-formofnonxquali.htm) | | |

| [removed: 10.16] [added: 10.51] | | | | | | [Boston Scientific Corporation [removed: U.S. Severance Plan for Exempt Employees, as amended and restated, effective August 1, 2013 (incorporated] [added: 2025 Annual Bonus Plan, Performance Period January 1 to December 31, 2025,](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm) [as amended](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm) [(incorporated] herein by reference to Exhibit [removed: 10.6 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm)[3](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm) [to] the [removed: Company's Quarterly Report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm) [Report] on [removed: Form 10-Q] [added: Form](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm) [10](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm)[\-](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm)[Q] for the quarter ended June 30, [removed: 2013,] [added: 2025,] filed on August [removed: 7, 2013,] [added: 1, 2025](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm)[,] File No. [removed: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572513000037/exhibit106-usseveranceplan.htm)] [added: 1-11083).#](https://www.sec.gov/Archives/edgar/data/885725/000088572525000041/exhibit103-2025annualbonus.htm)] | | |