Item 1A. RISK FACTORS

The Company is supplementing the risk factors previously disclosed in the Company's 2024 Annual Report with the following risk factor. Additional information regarding risk factors can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Information Related to Forward-Looking Statements,” in Part I—Item 2 of this Report and in Part I—Item 1A of Danaher’s 2024 Annual Report.

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.

Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, can adversely affect our business and financial statements. The U.S. has announced and/or implemented significant new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. Subsequently, actions have been taken by the U.S. and certain other countries to modify certain of these tariffs and/or delay their effective dates; the U.S. has entered into trade agreements with certain countries implementing new tariffs; and in August 2025 the U.S. Court of Appeals for the Federal Circuit ruled that certain of the U.S. tariffs that have been implemented are contrary to law (though such ruling has been appealed by the U.S. administration and the U.S. Supreme Court has agreed to hear the case). As of October 20, 2025, a number of new tariffs remain in effect, including significant tariffs and export restrictions between the U.S. and China. Collectively, these tariffs increase the cost to us of supplies and components we import, which in turn has required and will require us to implement surcharges and/or increase the price of certain of our products, among other countermeasures; can increase the cost to our customers of certain of our finished goods, which together with the surcharges and price increases noted above can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts, economic instability and capital markets dislocation that may adversely impact demand for our products. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected. The delayed tariffs may take effect, the U.S. Supreme Court may overrule all or part of the ruling by the U.S. Court of Appeals for the Federal Circuit, the U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the impact of these tariffs. Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

In addition, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production. For example, the Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices.

All of the risks identified in this risk factor can adversely affect our business and financial statements.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

For an overview of the Company’s share repurchase programs, refer to Note 13 in the accompanying Consolidated Condensed Financial Statements.

The following table presents a summary of share repurchases made during the quarter ended September 26, 2025 (all share repurchases were made under the 2024 Repurchase Program):

(a) Amounts exclude excise taxes and other transaction costs.

(b) Includes 35,000,000 shares under the 2025 Repurchase Program and 2,000,000 under the 2024 Repurchase Program, authorized by the Company’s Board of Directors on September 9, 2025 and July 22, 2024, respectively.