Mettler-Toledo (MTD) 10-K risk factor changes: FY2025 vs FY2024

Economic uncertainty [added: and challenging market conditions] in many parts of the world, including [removed: the impact of high inflationary environments and governmental monetary policies and related interest rates to combat inflation, the war in Ukraine, continuing conflicts in the Middle East,] international trade disputes, tariffs, [added: inflation, governmental monetary policies, interest rates, armed conflicts,] and sovereign debt levels in the European Union and the United States, are situations that we monitor closely.

If developed countries [removed: were] [added: continue] to experience slow growth or [added: experience a] recession, we could see the following effects:

*We are subject to [removed: certain] risks associated with our international operations, including our significant concentration of business in [removed: China and ongoing developments related to Russia, Ukraine, and the Middle East.*][added: China.*]

In addition to the currency risks discussed below, our international operations pose other potential substantial risks [removed: and problems] for us, including the following:

- nationalization of private enterprises which may result in the confiscation of assets, as we hold significant assets around the world in the form of property, plant, and equipment, inventory, and accounts receivable, as well as [removed: $13.9] [added: $19.2] million of cash at December 31, [removed: 2024,] [added: 2025,] in our Chinese subsidiaries;

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- other uncertain local economic, political, and social conditions, including inflation, hyper-inflation, and other decreases in purchasing power, or periods of low or no productivity [removed: growth;][added: growth, or effects of natural disasters or pandemics and epidemics;]

For example, our Chinese operations accounted for 16% of sales to external customers, 29% of total segment profit, and approximately [removed: 30%] [added: 29%] of our global production during [removed: 2024.][added: 2025.]

The EU Council has been working to expand renewable energy use, reduce consumption, and diversify energy sources due to reduced Russian energy [removed: supplies.][added: supplies as a result of the war between Ukraine and Russia.]

This may impact energy availability and costs in [added: Europe and could impact our European manufacturing operations and demand for our products in] Europe.

[removed: However, the] [added: The] Ukraine invasion and Middle East conflict could negatively affect our financial results and pose risks to our business.

[removed: We believe our] [added: Our] mitigation measures reduce, but cannot eliminate, the risk of a cybersecurity [removed: incident.][added: incident, and our systems remain potentially vulnerable to cybersecurity threats.]

[added: A cybersecurity incident would harm our reputation and] financial condition and cause us to incur legal liability and increased costs to respond to such events.

In addition, regulatory or legislative action related to cybersecurity, privacy, and data protection worldwide, such as the European General Data Protection [removed: Regulation which went into effect in May 2018, may increase] [added: Regulation, increases] the costs to develop, implement, or secure our products or services.

A significant number of our systems are not redundant, and our disaster recovery planning is not sufficient for every [removed: eventuality.]

Any interaction with third-party systems increases [removed: cyber-attack] [added: cyber attack] risks.

[removed: Despite any precautions we may take, such problems] [added: System failures] could [removed: result in] [added: cause] interruptions in our services, fraudulent or negligent loss of assets, or unauthorized disclosure of confidential information, which could harm our reputation and financial condition.

If a customer alleges system failures in our products and/or software cause or contribute to a [removed: loss,] [added: loss of such confidential information,] whether or not caused by us, we could face harm to our reputation and our financial condition and legal liability.

We estimate that we have more than [removed: 90%] [added: 95%] of our users on the program and will continue to implement additional locations and functionality over the coming years.

If our implementation is flawed, we could suffer interruptions in operations and customer-facing activities that could harm our [removed: reputation] [added: competitive position, reputation,] and financial condition or cause us to lose data, experience reduced functionality, or have delays in reporting financial information.

If we experience any significant disruption in these facilities for any reason, such as global supply chain and production issues, changes in third-party service providers, pandemics, strikes or other labor unrest, labor shortages, power interruptions, cybersecurity attacks, fire, earthquakes, hurricanes, floods, rising water levels, other weather events or natural disasters (including the potential impacts of climate change), or other events beyond our control, [added: we may be unable to satisfy customer demand for our products or services resulting in lost sales.]

It may be expensive to resolve these issues, [removed: even though] [added: and] some of these risks are [added: not] covered by insurance policies.

To remain competitive, we must continue to make significant investments in research and development, sales and marketing, customer service and support, and operational excellence throughout [removed: our supply chain to ensure that our products do not become technologically obsolete over time.]

[removed: In addition, as] [added: As] we develop new products and [removed: services,] [added: software, such as those related to automation and digitalization trends,] we [removed: could be] [added: are] required to comply with additional regulations.

If we fail to comply with the new regulations, it could affect the launch of the new product [removed: and service,] [added: or software,] in particular, and our company, as a whole.

For instance, it is expected that laws and regulations around the use of [removed: artificial intelligence (AI)] [added: AI] and machine learning tools will increase over the next few years, but it is unknown at this time what these laws and regulations will address and how and whether they will be adopted globally.

Some of our competitors may not be required to [removed: comply,] [added: comply with similar regulations,] which would put us at a competitive disadvantage.

[removed: As a result, we] [added: We] may not be successful in developing new products and [added: software, and] we may never realize the benefits of our research and development [removed: activities.][added: activities, resulting in reduced sales, increased expenses, and a weakened competitive position.]

[removed: We may] [added: With respect to certain products, we] rely on one or a few key distributors for a product or market, and the loss of these distributors could reduce our revenue and net earnings.

Distributors may also face financial difficulties, [added: especially during times of economic volatility, slow growth or recession,] including bankruptcy, which could harm our collection of accounts receivables.

In addition to financial risk, the actions of some of our distributors could cause [added: reputational harm, especially if our products are involved.]

We recently experienced reduced demand in these segments, which negatively impacted our net sales [removed: in 2023 and 2024.][added: over the past few years.]

Any decrease or delay in capital spending by our customers would cause our revenues to decline and could [added: harm our profitability.]

Changes in governmental [removed: regulations] [added: regulations, such as policies reducing drug pricing like Most Favored Nation pricing,] or a decline in government funding of research or education could reduce some customers’ ability to purchase our products.

As a result, we [removed: face] [added: have] numerous regional or specialized competitors, many of which are well established in their markets.

[removed: Any consolidation] [added: Consolidation] within our market could result in [added: certain] competitors becoming larger and having greater financial and other resources than our own.

[removed: If] [added: Prices have been affected by recently imposed] tariffs [removed: are implemented and] [added: and, if] we cannot [added: continue to] pass [removed: on] the increased costs [added: of tariffs] to our customers, our margins could be impacted as we work to remain competitive.

In addition, our competitors are expected to continue to improve their technology infrastructure, as well as the technology services offered to their customers, including the use of [removed: artificial intelligence] [added: AI] and machine learning solutions, to interact with suppliers, sell their products and services, and support and grow their customer base.

*We may face risks associated with [removed: future] acquisitions.*

We [added: have pursued in the past, and] may [added: in the future] pursue acquisitions of complementary product lines, technologies, or businesses, but these involve risks such as integration challenges, management distractions, and potential loss of key employees.

- slower growth in our sales compared to prior years;

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eventuality.

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our supply chain to ensure that our products do not become technologically obsolete over time.

We continue to invest in global market trends around automation and digitalization, as well as technologies related to artificial intelligence (AI).

We have several initiatives that further strengthen our capabilities to serve customers, and we continue to advance the digital capability of our products and software to provide additional insights and productivity improvements to our customers throughout their value chains.

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For example, recent cuts in U.S. governmental funding related to medical and scientific research has economically impacted government agencies and academic institutions who were the recipients of this funding in the past.

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Recent rates of inflation also led to increased interest rates as country monetary policies combat inflation, which resulted in reduced economic growth and recessionary conditions, as well as higher borrowing costs.

Even though inflation has generally moderated, it continues to be elevated in certain jurisdictions and could prove to be persistent as a result of new tariffs imposed by the U.S. and other countries.

In addition, there may be

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of our euro-denominated assets and obligations.

In 2025, the U.S. government enacted incremental tariff rates on imports from several foreign countries, which remain subject to negotiation and change, and the Chinese government implemented retaliatory tariffs resulting in incremental tariff costs of approximately $50 million in 2025.

In addition, foreign governments, including

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We have implemented mitigating actions, including increasing our pricing and optimizing our global supply chain.

Although we have implemented various actions to mitigate the effect of current tariffs, they may be inadequate to cover the potential costs of future tariffs that may be enacted.

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In addition, evolving and sometimes conflicting stakeholder expectations with respect to climate-change-related Company policies, actions, or goals, could expose us to legal and reputational risks.

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- the level of U.S. import tariffs, as well as the impact of retaliatory tariffs from other countries

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- our ability to mitigate increase tariff costs; and

We address below the topic of economic sanctions laws related to Russia's invasion of Ukraine, which commenced in February 2022.

In response to Russia's 2022 invasion of Ukraine, the U.S., European Union, and other countries imposed economic sanctions on Russian entities, while Russia enacted countermeasures.

We continue to monitor developments and applicable sanctions.

Since February 2022, we have suspended all shipments to Russia.

In 2021, Russia and Ukraine accounted for approximately 1% of our net sales, and as of December 31, 2024, 2023, and 2022, our assets

and liabilities in both countries remained immaterial.

We also do not have manufacturing in Russia or Ukraine.

We do not manufacture in the Middle East and sales in the region account for less than 1% of total revenue.

We continue to monitor developments in these conflicts and any related sanctions.

While we attempt to mitigate cybersecurity risks by employing a number of proactive measures, including mandatory quarterly ongoing employee training and awareness, technical security controls, enhanced data protection, and maintenance of backup and protective systems, our systems remain potentially vulnerable to cybersecurity threats, any of which could have a material adverse effect on our business.

Despite any precautions we may take, a cybersecurity incident could harm our reputation and

Though we take steps to ensure our products and/or software are secure, it is possible customers could lose confidential information stored on our products.

We have implemented the program in our operations in the U.S., China, most of Asia Pacific, and most of Europe.

we may be unable to satisfy customer demand for our products or services resulting in lost sales.

reputational harm, especially if our products are involved.

*A pandemic or widespread outbreak of an illness or other health issue could negatively affect our business, making it more difficult and expensive to meet our obligations to our customers, and could result in reduced demand from our customers.*

Our operations are vulnerable to global events, including pandemics like COVID-19.

Despite precautions, such outbreaks can lead to business shutdowns, illness, quarantines, and workforce disruptions.

Events in key regions such as North America, Europe, or China could significantly impact commercial activity, adversely affecting our financial condition, operations, and prospects.

If operations are curtailed, we may need alternative suppliers or staff, which could be more expensive, unavailable, or cause shipment delays, impacting results.

A disruption in product design could delay new product introductions, while affected customers may reduce or delay purchases, further impacting our operations.

harm our profitability.

go down.

Inflation also leads to increased interest rates as country monetary policies combat inflation.

This can result in reduced economic growth and recessionary conditions, as well as higher borrowing costs.

Global inflation significantly increased in 2022 and 2021 related to the COVID-19 economic recovery and associated disruptions in global demand, supply chains/logistics, and labor markets, as well as the war in Ukraine and related significant increase in energy costs.

While the global inflation rate began to ease in 2023 and 2024 as a result of central bank policy tightening, core inflation has proved persistent as a result of the preceding factors, in addition to others such as the escalating number of significant geopolitical conflicts throughout the world.

For information on the impact of the United Kingdom's withdrawal from the European Union, see "Risk Factors — Changes in foreign laws and legal systems could adversely impact our results of operations."

Our

In June 2024, the U.S. Supreme Court overturned the Chevron doctrine, ending judicial deference to regulatory agencies.

This shift could significantly impact environmental regulation, consumer protection, advertising, privacy, artificial intelligence, and other regulatory frameworks we must comply with.

This may impact our ability to operate our business in the manner in which we are accustomed and could negatively impact how we market our offerings, and could increase our regulatory compliance expense, which could in turn have a material adverse effect on our business, financial conditions, and results of operations.

In recent years, the U.S. government has taken a new approach to trade policy, renegotiating or potentially terminating agreements and imposing tariffs, particularly on

Chinese goods.

U.S. trade policy under the new administration, including potential new or increased tariffs, along with trade policies in China, Mexico, the U.K., Canada, and parts of Europe, may impact global trade and create uncertainty, potentially harming our business.

Additionally, before taking office, President Trump pledged to impose 60% tariffs on all Chinese imports in his first year.

*Changes in foreign laws and legal systems could adversely impact our results of operations.*

Following Brexit, the E.U.-U.K. Trade and Cooperation Agreement (TCA) took effect on May 1, 2021, allowing tariff-free and quota-free trade.

However, additional inspections and documentation requirements may cause delays at ports, potentially disrupting our supply chain and affecting delivery schedules.

Uncertainty remains regarding the U.K.'s future relationship with the E.U. and the interpretation of the TCA, with Brexit-related issues likely to take years to resolve.

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[removed: Net] [added: Segment net] sales in U.S. dollars increased [removed: 2%] [added: 3%] in [removed: 2024] [added: 2025] and [added: 7% in 2024, and in local currencies] decreased 3% in [removed: 2023.][added: 2025 and increased 5% in 2024.]

Excluding the effect of currency exchange rate fluctuations, or in local currencies, net sales increased 3% in [removed: 2024] [added: both 2025] and [removed: decreased 3% in 2023.][added: 2024.]

We estimate local currency net sales [added: increased 4% in 2025 and] were flat in 2024 [removed: and decreased 1% in 2023] excluding the impact of [removed: the] [added: previously disclosed] delayed [removed: shipments.][added: shipments in 2023 and acquisitions.]

We [added: also] continue to benefit from our strong global leadership positions, diversified customer base, innovative product offering, investment in emerging markets, significant installed base, and the impact of our sophisticated global sales and marketing programs.

Our [removed: team’s] [added: team's] resilience and agility, and our [added: pricing, supply chain,] productivity and cost savings initiatives, were critical to our ability to mitigate these challenges.

Over the past few years, we also accelerated our [removed: ability to use advanced analytics] [added: digital capabilities] to identify and pursue growth opportunities, while increasing the effectiveness of our [removed: digital tools to support our] global sales organization.

We are well [removed: positioned,] [added: positioned] and have continued to make investments to further strengthen our portfolio and capture future growth opportunities.

Our service business also delivered [removed: very] strong results in [removed: 2024] [added: 2025] as we have been able to support our customers’ ability to maintain uptime, improve productivity, and comply with regulatory requirements.

As we enter [removed: 2025,] [added: 2026,] we expect to continue to benefit from market trends toward automation and [removed: digitalization, as well as customer investments in on/near-shoring activities.][added: digitalization.]

However, [added: timing remains unclear and] many of our end-markets, including pharma/biopharmaceutical, food, and chemical, remain challenged [removed: after significant growth during the COVID-19 pandemic.][added: and continue to face uncertainty.]

[removed: Market] [added: countries, and market] conditions [removed: also] may change quickly.

Product inspection experienced [removed: solid] [added: strong] growth in [removed: 2024,] [added: 2025,] and we expect our product inspection end-market to continue to benefit from our customers’ focus on brand protection, food safety, and productivity.

Our food retailing sales [removed: decreased significantly] [added: improved] during [removed: 2024] [added: 2025] primarily due to [removed: strong] [added: increased] project [removed: activity in 2023,] [added: activity,] especially in the Americas.

In [removed: 2025,] [added: 2026,] we will continue to pursue the overall business growth strategies which we have followed in recent years:

While this initiative is broad-based, efforts to improve these processes include the use of [added: digitalization and] advanced data analytics to identify, prioritize, and pursue growth opportunities; the implementation of [removed: more] effective pricing related to value-based selling strategies and processes; improved sales force guidance, training, and effectiveness; cross-selling; increased segment marketing; and leads generation and nurturing activities.

*Faster-Growing Markets.* Emerging markets, comprising Asia (excluding Japan), Eastern Europe, Latin America, the Middle East, and Africa, account for approximately [removed: 34%] [added: 33%] of our total net sales of which 16% relates to China.

We have a two-pronged strategy in emerging markets: first, to capitalize on long-term growth opportunities in these markets, and second, to leverage our low-cost manufacturing operations in [removed: China.][added: China which was recently designated a Lighthouse site by the World Economic Forum's Global Lighthouse Network.]

We have [removed: more than] a [removed: 35-year] [added: nearly 40-year] track record in China, and our sales in Asia have grown more than 10% on a compound annual growth basis in local currencies since [removed: 1999.][added: 2000.]

Overall, versus the prior year, we experienced a [removed: 1% decrease] [added: 3% increase] in emerging market local currency sales by destination during [removed: 2024,] [added: 2025,] which included [removed: an 11%] [added: a] local currency sales [removed: decline] [added: increase of 1%] in China and [removed: a 10% local currency sales increase] [added: 5%] in other emerging [removed: markets.][added: markets, respectively.]

Going forward, we continue to redeploy resources and sales and marketing efforts to [removed: pharma,] [added: pharma/biopharmaceutical,] food manufacturing, chemical, and new energy.

We expect [added: both] our laboratory and [removed: product inspection] [added: industrial] businesses [removed: will particularly] [added: to] benefit from our focus on these segments.

[removed: The] components of these faster-growing segments will change as various markets develop, and we will continue to leverage the breadth and scope of our product offering as new opportunities emerge.

In the last three years, we spent [removed: approximately 5%] [added: a total] of [removed: net sales] [added: $574 million] on research and development, reflecting [removed: a total] [added: approximately 5%] of [removed: $551 million.][added: net sales.]

For example, sophisticated [removed: data analytic] [added: digital] tools [added: to] provide us new insights to further refine our price strategies and processes.

We have also implemented productivity and cost savings initiatives over [removed: the past two] [added: recent] years to mitigate our reduced volume, while also focusing on reallocating resources to better align our cost structure to support our investments in market penetration initiatives, higher-growth/profitable areas, and opportunities for margin improvement.

Our move to standardized business processes, systems, and data structures throughout our global organization provides greater data transparency and faster access to real-time [removed: data.][added: data while enabling our various digital strategies.]

We have identified life sciences and [removed: process analytics] [added: distribution channels] as key areas for acquisitions.

Net sales were [removed: $3.9] [added: $4.0] billion for the year ended December 31, [removed: 2024,] [added: 2025,] compared to [removed: $3.8] [added: $3.9] billion in [removed: 2023] [added: 2024] and [removed: $3.9] [added: $3.8] billion in [removed: 2022.][added: 2023.]

This represents [removed: an increase] [added: increases] of [removed: 2%] [added: 4%] in [removed: 2024] [added: 2025] and [removed: a decrease of 3%] [added: 2%] in [removed: 2023] [added: 2024] in U.S. dollars and [removed: an increase] [added: increases] of 3% in [removed: 2024] [added: both 2025] and [removed: a decrease of 3% in 2023] [added: 2024] in local currencies.

We estimate local currency net sales [added: increased 4% in 2025 and] were flat in 2024 [removed: and decreased approximately 1% in 2023] excluding the impact of the [added: previously disclosed] delayed [removed: shipments.][added: shipments in 2023 and acquisitions.]

However, there continues to be uncertainty in our [removed: end-markets,] [added: end-markets and] the economic environment [added: related to global trade/tariffs, governmental policies, the geopolitical environment, the conflict in Ukraine,] and [removed: geopolitics,] [added: continuing instability in the Middle East] and market conditions may change quickly.

In [removed: 2024,] [added: 2025,] our net sales by geographic destination increased in U.S. dollars compared to [removed: 2023] [added: 2024] by [removed: 8% in Europe, 2%] [added: 5%] in the Americas, [added: 6% in Europe,] and [removed: decreased by 3%] [added: 2%] in Asia/Rest of World.

In local currencies, our net sales by geographic destination increased in [removed: 2024] [added: 2025] by [removed: 8% in Europe, 3%] [added: 5%] in the Americas, [removed: and decreased by] 1% in [added: Europe and 2% in] Asia/Rest of World, with [removed: an 11% decline] [added: 1%] in China.

Net sales of products increased [removed: 1%] [added: 3%] in [removed: both] U.S. dollars and [added: 1% in] local currencies during [removed: 2024] [added: 2025] and [removed: decreased 7%] [added: 1%] in [added: both] U.S. dollars and [removed: 6% in] local currencies in [removed: 2023.][added: 2024.]

Service revenue (including spare parts) increased [removed: 7%] [added: 8%] in [removed: both] U.S. dollars and [added: 7% in] local currencies in [removed: 2024] [added: 2025,] and increased [removed: 10%] [added: 7%] in both U.S. dollars and local currencies in [removed: 2023.][added: 2024.]

Net sales of our [removed: laboratory] [added: industrial] products and services, which represented approximately [removed: 56%] [added: 39%] of our total net sales in [removed: 2024,] [added: 2025,] increased 6% in [removed: both] U.S. dollars and [added: 5% in] local currencies during [removed: 2024.][added: 2025.]

[removed: Laboratory] [added: The growth in] net sales [removed: in 2024 benefited approximately 4% and were] [added: to external customers during 2025 was] reduced [removed: by 2% in 2023] [added: approximately 1%] from the previously disclosed shipping [removed: delays.][added: delays, which benefited 2024 net sales to]

The local currency increase in net sales of our laboratory-related products during [removed: 2024] [added: 2025] includes [removed: an increase] [added: growth] in most product categories, especially [removed: analytical instruments.][added: process analytics.]

Net sales [removed: of our industrial products] [added: to external customers in U.S. dollars increased 4% in 2025] and [removed: services, which represented approximately 39% of our total net sales] [added: 8%] in 2024, [added: and in local currencies] were flat in [removed: U.S. dollars] [added: 2025] and increased [removed: 1%] [added: 8%] in [removed: local currencies during] 2024.

We faced a difficult environment in 2025 due to global trade disputes/tariffs, governmental policies and geopolitics that increased uncertainty in our end markets and the global economy, while having a negative impact on customer behavior and our import costs.

We also anticipate future opportunities with customer replacement cycles and investments in on/near-shoring activities.

Our laboratory sales grew modestly in 2025 including improved bioprocessing market conditions, while biotech research and academia market conditions were softer.

Our industrial sales had good growth in 2025 with increases in both product inspection and core industrial.

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For example, in 2025, we acquired several North American distributors that increased our direct market access while expanding our service business, as well as an extension of our life science equipment offering and other acquisitions.

*Global trade disputes/tariffs*

In 2025, the U.S. government enacted incremental tariff rates on U.S. imports from certain foreign countries.

In response to the U.S. tariffs, the Chinese government implemented an additional tariff on imports from the U.S. We estimate that we incurred costs before mitigation actions from the 2025 incremental tariffs of approximately $50 million in 2025, and have implemented various actions to fully offset the effect of the current incremental tariffs in 2026.

Incremental tariffs rates are currently 15% on imports from Switzerland, 25% on non-USMCA imports from Mexico, 30% on imports from China, 15% on imports from the European Union and 10% on imports from the United Kingdom.

The U.S. government has indicated it may make further changes to tariff rates in the future that may adversely impact our financial results in future periods.

The recent escalation in global trade disputes/tariffs has increased economic uncertainty in our end markets and the global economic environment, including increasing the risk of recession in many

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Although we have implemented various actions to mitigate the effect of current tariffs, they could adversely impact our financial results and could have a greater impact on our operating results in future periods.

In 2025, we experienced soft market demand in our end markets.

Excluding the impact of the previously disclosed delayed shipments in 2023 and acquisitions, we estimate local currency net sales in 2025 increased by 4% in the Americas, 3% in Europe and 3% in Asia/Rest of World, with 1% in China.

Service revenue benefited approximately 1% from acquisitions in 2025.

Net sales of our laboratory products and services, which represented approximately 56% of our total net sales in 2025, increased 3% in U.S. dollars and 1% in local currencies during 2025.We estimate laboratory local currency net sales increased 3% in 2025 excluding the impact of the previously disclosed delayed shipments in 2023.

We estimate industrial local currency net sales increased 5% in 2025 excluding the impact of the previously disclosed delayed shipments in 2023 and acquisitions.

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The decrease in gross profit as a percentage of net sales for 2025 primarily reflects increased tariff costs, lower sales volume related to the recovery of shipping delays in the prior year, and unfavorable business mix, partially offset by favorable price realization and benefits from our SternDrive program.

Additional changes in global trade disputes/tariffs may negatively impact our gross margins in future periods.

As previously mentioned, we have implemented various actions to mitigate the effect of the current tariffs.

For the year ended December 31, 2025, it also includes a net benefit of $4.4 million related to contingent consideration associated with previous acquisitions.

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the settlement of a tax audit.

The reported rate in 2025 also includes a non-cash discrete deferred tax benefit of $5.8 million resulting from the reduction of a valuation allowance related to the settlement of a tax audit.

On July 4, 2025, the United States enacted new tax legislation into law.

The legislation did not have a material impact on our annual income tax rate or consolidated financial statements.

Net sales to external customers and segment net sales benefited 1% from acquisitions in 2025.

Net sales to external customers for 2025 includes particularly strong growth in process analytics, food retail and product inspection.

The segment profit decline in 2025 includes higher tariff costs and lower sales volume related to the previously disclosed shipping delay recovery in the prior year, offset in part by pricing.

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in 2024.

Segment profit increased in 2025 primarily due to higher net sales to other segments, offset in part by unfavorable foreign currency translation.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Increase (Decrease) in % (1)2025 vs. 2024 | | | | | | Increase (Decrease) in % (1)2024 vs. 2023 | | |

*(1)Represents U.S. dollar growth (decline).*

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | Increase (Decrease) in % (1)2025 vs. 2024 | | | | | | Increase (Decrease) in % (1)2024 vs. 2023 | | |

Net sales in 2023 were negatively impacted by approximately $58 million from our previously disclosed shipping delays related to a new external European logistics service provider, which were largely recovered in the first quarter of 2024.

Market demand in our core segments was soft in 2024, particularly in China.

Examples of these programs include identifying and investing in growth and market penetration opportunities, more effectively pricing our products and services, increasing our sales force effectiveness through improved guidance and redirecting resources to our most promising growth opportunities, increasing the use of digital tools, and continuing to optimize our lead generation and lead nurturing processes.

In addition to soft market demand during 2024, we also continued to experience uncertainty in the economic environment, including the risk of recession in many countries, and unfavorable foreign currency.

In addition, market conditions and challenges remain uncertain relating to the macro environment and global economy, including the impacts of the ongoing wars in Ukraine and the Middle East and increasing geopolitical tensions.

Our laboratory sales grew in 2024 despite a decrease in China as the sharp market decline in 2023 continued during 2024.

Our industrial sales grew modestly in 2024 despite challenging market conditions for core industrial in China.

Following particularly strong growth in 2022 and 2021, market conditions in

China declined significantly during the second half of 2023, and challenging market conditions persisted in 2024.

For example, in 2021, we acquired all the membership interests of Mayfair Technology, LLC (PendoTECH), a manufacturer and distributor of single-use sensors, transmitters, control systems, and software for measuring, monitoring, and data collection primarily in bioprocess applications.

PendoTECH serves biopharmaceutical manufacturers and life science laboratories and is located in the United States.

In 2021, we also acquired Scale-up Systems Inc., a leading software provider for scale-up and reaction modeling serving the biopharma and chemical markets.

In 2024, we experienced soft market demand, particularly in China.

Laboratory results were also negatively impacted by a decline in China.

The gross profit as a percentage of net sales for 2024 primarily reflects favorable price realization that benefits from our innovative product portfolio, benefits from our productivity, and cost savings initiatives and business mix, offset in part by investments in our service organization.

The increase in amortization expense during 2024 relates to our investments in information technology, primarily from our Blue Ocean program.

Net sales to external customers for 2024 reflects growth in most product categories, especially laboratory products, offset by a significant decline in food retailing related to strong project activity in the prior year.

The segment profit decrease in 2024 includes unfavorable foreign

currency translation and inter-segment pricing, offset in part by higher sales volume, favorable business mix, as well as benefits from our margin expansion and cost savings initiatives.

Net sales to external customers benefited approximately 5% in 2024 and were reduced by approximately 3% in 2023 from the previously disclosed shipping delays in 2023.

Net sales to external customers benefited approximately 1% in 2024 and were reduced by approximately 1% in 2023 from the previously disclosed shipping delays in 2023.

Uncertainties continue to exist and market conditions may change quickly.

The decrease in segment profit during 2024 primarily reflects lower sales volume and unfavorable foreign currency translation, partially offset by benefits from our margin expansion and cost savings initiatives.

Net sales to external customers in U.S. dollars increased 8% in 2024 and 4% in 2023, and in local currencies increased 10% in 2024 and 5% in 2023.

Net sales to external customers benefited approximately 4% in 2024 and were reduced by approximately 2% in 2023 from the previously disclosed shipping delays in 2023.

The increase in 2024 is primarily related to favorable working capital, including lower cash incentive payments of $35 million.

Capital expenditures in 2025 are expected to be relatively consistent with previous years subject to business and economic conditions.

In September 2021, the Company entered into an agreement with the U.S. Department of Defense to increase domestic production capacity of pipette tips and enhance manufacturing automation and logistics.

We received the maximum allowable funding of $35.8 million related to the agreement during prior years, which offset associated capital expenditures.

In addition, the Company paid $10.0 million for contingent consideration relating to the PendoTECH acquisition in both 2023 and 2022.

In 2023, the final contingent consideration payment was made of which $5.6 million is included in financing activities for the amount accrued at the acquisition date and $4.4 million is included in operating activities for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S. GAAP.

The Inflation Reduction Act (IRA) was enacted in August, 2022.

The IRA includes provisions imposing a 1% excise tax on net share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (CAMT) on adjusted financial statement income.

The financial impact of the IRA is immaterial to our financial statements.

| 1.06% EUR 125 million 15-year Senior Notes due March 19, 2036 | | | — | | | | | | 129,840 | | | | | | 129,840 | | |

| Total Senior Notes | | | 822,665 | | | | | | 397,982 | | | | | | 1,220,647 | | |

| Other local arrangements | | | 6,392 | | | | | | 56,646 | | | | | | 63,038 | | |

| Total debt | | | 1,274,763 | | | | | | 739,125 | | | | | | 2,013,888 | | |

| Less: current portion | | | (126,200) | | | | | | (56,423) | | | | | | (182,623) | | |

| Total long-term debt | | | $ | 1,148,563 | | | | | $ | 682,702 | | | | | $ | 1,831,265 | |

Our business is geographically diversified, with net sales in [removed: 2024] [added: 2025] derived 42% from North and South America, [removed: 28%] [added: 29%] from Europe, and [removed: 30%] [added: 29%] from Asia and other countries.

Our laboratory instruments have leading-edge embedded software and we also offer LabX, our laboratory software platform to manage and analyze data generated by our [removed: instruments.][added: instruments and automate workflows.]

The laboratory instruments and related service business accounted for approximately 56% of our net sales in [added: 2025 and] 2024, [added: compared to] 55% in [removed: 2023, and 57% in 2022.][added: 2023.]

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

The industrial instruments and related service business accounted for approximately 39% of our net sales in [added: 2025,] 2024 and [removed: 2023 and 38% in 2022.][added: 2023.]

The retail business accounted for approximately 5% of our net sales in [added: 2025 and] 2024, [added: compared to] 6% in [removed: 2023, and 5% in 2022.][added: 2023.]

We have a diversified customer base, with no single end-customer accounting for more than 1% of [removed: 2024] [added: 2025] net sales.

At December 31, [removed: 2024,] [added: 2025,] our sales and service group consisted of approximately [removed: 9,000] [added: 9,300] employees in sales, marketing and customer service (including related administration), and post-sales technical service, located in approximately 40 countries.

Service (representing service contracts, on-demand services, and replacement parts) accounted for approximately [removed: 24%] [added: 25%] of our net sales in [removed: 2024, 23%] [added: 2025, 24%] in [removed: 2023,] [added: 2024,] and [removed: 20%] [added: 23%] in [removed: 2022.][added: 2023.]

Over the last three years, we have invested [removed: $551] [added: $574] million in research and development [removed: ($189] [added: ($199] million in [removed: 2024, $185] [added: 2025, $189] million in [removed: 2023,] [added: 2024,] and [removed: $177] [added: $185] million in [removed: 2022),] [added: 2023),] which is approximately 5% of net sales for each year.

[removed: Prior to 2023, fourth] [added: Fourth] quarter sales have historically generated approximately 27% to 30% of our net sales.

Our total global workforce was approximately [removed: 17,300,] [added: 18,100,] consisting of [removed: 16,000] [added: 16,600] employees and [removed: 1,300] [added: 1,500] temporary personnel, as of December 31, [removed: 2024,] [added: 2025,] and includes approximately 6,200 in Europe, [removed: 4,800] [added: 5,200] in North and South America, and [removed: 6,300] [added: 6,700] in Asia and other countries.

We promote equal opportunity and inclusiveness worldwide and value [removed: diversity in] our [removed: global workforce, which reflects the diversity in] [added: employees around] the [removed: many communities in which we operate internationally.][added: world.]

We employ people of [removed: more than] [added: almost] 100 nationalities.

We promote [removed: diversity] [added: inclusion] and we encourage all [removed: employees, inclusive of all our demographics,] [added: employees] to take on more responsibilities and management positions.

As of December 31, [removed: 2024,] [added: 2025,] approximately 36% of our global employee headcount was female, with approximately [removed: 29%] [added: 30%] holding management positions.

During [removed: 2024,] [added: 2025,] approximately [removed: 93%] [added: 91%] of employees completed one or more training courses, including part-time and temporary personnel.

We believe our employee relations are [removed: good,] [added: positive,] and we have not suffered any material employee work stoppage or strike during the last five years.

Approximately [removed: 8,000] [added: 9,500] employees are represented by collective bargaining or another arrangement organized to represent employee interests.

Sustainability touches all aspects of our business, from designing, sourcing, and producing our products, to selling and delivering them to our customers, [removed: to] [added: providing after-sales services, and] handling them at the end of their lifecycle.

[removed: long term by ensuring we use resources efficiently, (2) helping our customers to be sustainable in their businesses by offering sustainable products and services, (3) promoting responsible] practices within our supply chain, (4) ensuring an engaged workforce through fair, attractive, safe, and development-minded workplaces (see Employees section above), and (5) following corporate governance best practices.

We also have goals relating to waste, including reducing our waste intensity by 20% and achieving zero waste to landfill, in each case [removed: by] [added: achieved in] 2025.

The [removed: implementation of the] systems and processes [removed: has] [added: have] been [removed: proceeding] [added: implemented in most of our operations] on a staggered basis over a multi-year period.

We estimate that we have more than [removed: 90%] [added: 95%] of our users on the program, and we will continue to implement additional locations and functionality over the coming years.

We hold over [removed: 5,400] [added: 5,600] patents and trademarks (including pending applications), primarily in the United States, [added: Canada,] Switzerland, China, the European Union, Germany, the United Kingdom, Italy, France, Japan, South Korea, Brazil, and India.

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

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[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

We do this in five key areas: (1) keeping our operations sustainable over the long term by ensuring we use resources efficiently, (2) helping our customers to be sustainable in their businesses by offering sustainable products and services, (3) promoting responsible

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

Furthermore, we strive to make our products and packaging increasingly sustainable and have committed to greenhouse gas emission reduction targets with respect to Scopes 1, 2, and 3.

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

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[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

We do this in five key areas: (1) keeping our operations sustainable over the

Furthermore, we are committed to greenhouse gas emission reduction targets in line with what the latest climate science deems necessary to meet the goals of the 2015 Paris Agreement on climate change.

We have implemented the Blue Ocean program in our operations in the U.S., China, most of Asia Pacific, and most of Europe.

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

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

As of January [removed: 22, 2025] [added: 23, 2026] there were [removed: 20,916,459] [added: 20,325,250] shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

The aggregate market value of the shares of Common Stock held by non-affiliates of the registrant on June [removed: 28, 2024] [added: 30, 2025] (based on the closing price for the Common Stock on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter, June [removed: 28, 2024)] [added: 30, 2025)] was approximately [removed: $29.7] [added: $24.2] billion.

| Certain Sections of the Proxy Statement for [removed: 2024] [added: 2026] | | | | | | Part III | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| [Item [removed: 1.](#i237a47f7cc7d454995e02b773aa44472_16)] [added: 1.](#i5e757ad4b1f14995804900821cd3e0fe_16)] | | | [removed: [Business](#i237a47f7cc7d454995e02b773aa44472_16)] [added: [Business](#i5e757ad4b1f14995804900821cd3e0fe_16)] | | | [removed: [4](#i237a47f7cc7d454995e02b773aa44472_16)] [added: [4](#i5e757ad4b1f14995804900821cd3e0fe_16)] | | |

| [Item [removed: 1A.](#i237a47f7cc7d454995e02b773aa44472_19)] [added: 1A.](#i5e757ad4b1f14995804900821cd3e0fe_19)] | | | [Risk [removed: Factors](#i237a47f7cc7d454995e02b773aa44472_19)] [added: Factors](#i5e757ad4b1f14995804900821cd3e0fe_19)] | | | [removed: [14](#i237a47f7cc7d454995e02b773aa44472_19)] [added: [14](#i5e757ad4b1f14995804900821cd3e0fe_19)] | | |

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| [Item [removed: 1C.](#i237a47f7cc7d454995e02b773aa44472_25)] [added: 1C.](#i5e757ad4b1f14995804900821cd3e0fe_25)] | | | [removed: [Cybersecurity](#i237a47f7cc7d454995e02b773aa44472_25)] [added: [Cybersecurity](#i5e757ad4b1f14995804900821cd3e0fe_25)] | | | [removed: [28](#i237a47f7cc7d454995e02b773aa44472_25)] [added: [27](#i5e757ad4b1f14995804900821cd3e0fe_25)] | | |

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| [Item [removed: 3.](#i237a47f7cc7d454995e02b773aa44472_31)] [added: 3.](#i5e757ad4b1f14995804900821cd3e0fe_31)] | | | [Legal [removed: Proceedings](#i237a47f7cc7d454995e02b773aa44472_31)] [added: Proceedings](#i5e757ad4b1f14995804900821cd3e0fe_31)] | | | [removed: [31](#i237a47f7cc7d454995e02b773aa44472_31)] [added: [31](#i5e757ad4b1f14995804900821cd3e0fe_31)] | | |

| | | | [Executive Officers of the [removed: Registrant](#i237a47f7cc7d454995e02b773aa44472_31)] [added: Registrant](#i5e757ad4b1f14995804900821cd3e0fe_31)] | | | [removed: [31](#i237a47f7cc7d454995e02b773aa44472_31)] [added: [31](#i5e757ad4b1f14995804900821cd3e0fe_31)] | | |

| [Item [removed: 5.](#i237a47f7cc7d454995e02b773aa44472_37)] [added: 5.](#i5e757ad4b1f14995804900821cd3e0fe_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i237a47f7cc7d454995e02b773aa44472_37)] [added: Securities](#i5e757ad4b1f14995804900821cd3e0fe_37)] | | | [removed: [32](#i237a47f7cc7d454995e02b773aa44472_37)] [added: [32](#i5e757ad4b1f14995804900821cd3e0fe_37)] | | |

| [Item [removed: 6.](#i237a47f7cc7d454995e02b773aa44472_40)] [added: 6.](#i5e757ad4b1f14995804900821cd3e0fe_40)] | | | [removed: [Reserved](#i237a47f7cc7d454995e02b773aa44472_40)] [added: [Reserved](#i5e757ad4b1f14995804900821cd3e0fe_40)] | | | [removed: [34](#i237a47f7cc7d454995e02b773aa44472_40)] [added: [34](#i5e757ad4b1f14995804900821cd3e0fe_40)] | | |

| [Item [removed: 7.](#i237a47f7cc7d454995e02b773aa44472_43)] [added: 7.](#i5e757ad4b1f14995804900821cd3e0fe_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i237a47f7cc7d454995e02b773aa44472_43)] [added: Operations](#i5e757ad4b1f14995804900821cd3e0fe_43)] | | | [removed: [34](#i237a47f7cc7d454995e02b773aa44472_43)] [added: [34](#i5e757ad4b1f14995804900821cd3e0fe_43)] | | |

| [Item [removed: 7A.](#i237a47f7cc7d454995e02b773aa44472_46)] [added: 7A.](#i5e757ad4b1f14995804900821cd3e0fe_46)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i237a47f7cc7d454995e02b773aa44472_46)] [added: Risk](#i5e757ad4b1f14995804900821cd3e0fe_46)] | | | [removed: [49](#i237a47f7cc7d454995e02b773aa44472_46)] [added: [49](#i5e757ad4b1f14995804900821cd3e0fe_46)] | | |

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| [Item [removed: 16.](#i237a47f7cc7d454995e02b773aa44472_88)] [added: 16.](#i5e757ad4b1f14995804900821cd3e0fe_88)] | | | [Form 10-K [removed: Summary](#i237a47f7cc7d454995e02b773aa44472_88)] [added: Summary](#i5e757ad4b1f14995804900821cd3e0fe_88)] | | | [removed: [53](#i237a47f7cc7d454995e02b773aa44472_88)] [added: [53](#i5e757ad4b1f14995804900821cd3e0fe_88)] | | |

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

Our actual results or performance may be materially different than reflected in [removed: forward-looking statements] [added: forward-looking* *statements] because of various [removed: risks and uncertainties, including statements about expected revenue growth, inflation, ongoing developments related to Ukraine, and the conflict in the Middle East.][added: risks* *and uncertainties.]

*We make forward-looking statements about future events or our future financial performance, including [removed: earnings and] sales [added: and earnings] growth, earnings per share, strategic plans and contingency plans, growth opportunities or economic downturns, our ability to respond to changes in market conditions, planned research and development efforts and product introductions, adequacy of facilities, access to and the costs of raw materials, shipping and supplier costs, gross margins, customer demand, our competitive position, pricing, capital expenditures, cash flow, [added: share repurchases,] tax-related matters, the impact of foreign currencies, compliance with laws, effects of acquisitions, [removed: and] the impact of inflation, ongoing developments related to [removed: Ukraine, and] [added: global trade disputes/tariffs, governmental policies,] the [added: geopolitical environment, the] conflict in [added: Ukraine and continuing instability in] the Middle East on our business.*

*Our forward-looking statements may not be accurate or complete, [added: speak only as of the date of this Annual Report,] and we do not intend to update or revise them in light of actual results.

Please consider the risks and factors that could cause our results to differ materially from what is described in our forward-looking statements, including [removed: inflation,] ongoing developments related to [removed: Ukraine, and] [added: global trade disputes/tariffs, governmental policies,] the [added: geopolitical environment, inflation, the] conflict in [added: Ukraine and continuing instability in] the Middle East.

| [PART I](#i5e757ad4b1f14995804900821cd3e0fe_13) | | | | | | | | |

| [PART II](#i5e757ad4b1f14995804900821cd3e0fe_34) | | | | | | | | |

| [PART IV](#i5e757ad4b1f14995804900821cd3e0fe_82) | | | | | | | | |

| [SIGNATURES](#i5e757ad4b1f14995804900821cd3e0fe_94) | | | | | | [E-4](#i5e757ad4b1f14995804900821cd3e0fe_94) | | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| [PART I](#i237a47f7cc7d454995e02b773aa44472_13) | | | | | | | | |

| [PART II](#i237a47f7cc7d454995e02b773aa44472_34) | | | | | | | | |

| [PART IV](#i237a47f7cc7d454995e02b773aa44472_82) | | | | | | | | |

| [SIGNATURES](#i237a47f7cc7d454995e02b773aa44472_94) | | | | | | [E-4](#i237a47f7cc7d454995e02b773aa44472_94) | | |

Our [removed: Head of Global Supply Chain and IT,] Chief Information [removed: Officer,] [added: Officer] and Head of [removed: Information Security] [added: Cybersecurity] serve on our Cybersecurity Steering Committee (the “Cyber SteCo”), along with our Chief Legal [added: Officer, who reports to our Chief Executive Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer.]

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

The Cyber SteCo, which meets [removed: regularly,] [added: monthly,] develops and implements cybersecurity risk mitigation strategies and activities throughout the year, including the management of comprehensive incident response plans, and receives regular updates on cybersecurity-related matters.

Our [removed: Head of Global Supply Chain and IT,] [added: Chief Information Officer,] reporting to our Chief Executive Officer, has principal responsibility for assessing and managing cybersecurity risks and preparing updates for the Board of Directors.

Our Chief Information Officer [removed: reports to our Head of Global Supply Chain and IT and] is [added: also] responsible for the operation of our cybersecurity program.

An Advisory Board, comprised of the Chief Executive Officer, Chief Financial [removed: Officer, Head of Global Supply Chain and IT,] [added: Officer] and Chief Information Officer, meets quarterly to discuss digital initiatives and investments, inclusive of cybersecurity topics.

If a customer alleges that a cyber attack causes or contributes to a loss or compromise of critical information, whether or not caused by us, we could face harm to our reputation [added: and financial condition as it could cause us to incur legal liability and increased costs to respond to such events.]

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

Officer, who reports to our Chief Executive Officer, and our Head of Financial Processes, who reports to our Chief Financial Officer.

and financial condition as it could cause us to incur legal liability and increased costs to respond to such events.

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

| Kasurdi, India | | | | | | Owned | | | | | | Other Operations | | |

At January [removed: 22, 2025,] [added: 23, 2026,] there were [removed: 30] [added: 29] holders of record of common stock and [removed: 20,916,459] [added: 20,325,250] shares of common stock outstanding.

We estimate we have approximately [removed: 229,980] [added: 260,623] beneficial owners of common stock.

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

The following graph compares the cumulative total returns (assuming reinvestment of dividends) on $100 invested on December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024] [added: 2025] in our common stock, the Standard & Poor’s 500 Composite Stock Index (S&P 500 Index), and the SIC Code 3826 Index — Laboratory Analytical Instruments.

][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd-20251231_g1.jpg)]

In November [removed: 2022,] [added: 2025,] the Company’s Board of Directors authorized an additional [removed: $2.5] [added: $2.75] billion to the share repurchase program, which had [removed: $1.7] [added: $3.7] billion of remaining availability as of December 31, [removed: 2024.][added: 2025.]

We have purchased [removed: 32.4] [added: 33.0] million common shares since the inception of the program in 2004 through December 31, [removed: 2024,] [added: 2025,] at a total cost of [removed: $9.8] [added: $10.6] billion and an average price per share of [removed: $302.60.][added: $320.91.]

During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we spent [removed: $850.0] [added: $800] million and [removed: $900.0] [added: $850] million on the repurchase of [removed: 645,139] [added: 646,608] shares and [removed: 691,913] [added: 645,139] shares at an average price per share of [removed: $1,317.52] [added: $1,237.18] and [removed: $1,300.72,] [added: $1,317.52,] respectively.

We reissued [removed: 68,428] [added: 56,500] shares and [removed: 79,076] [added: 68,428] shares held in treasury for the exercise of stock options and restricted stock units during [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

In addition, we incurred [removed: $7.8] [added: $7.4] million and [removed: $8.1] [added: $7.8] million of excise tax during the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, related to the Inflation Reduction Act which is reflected as a reduction in shareholders' equity in our consolidated financial statements.

| | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | | 12/31/25 | | |

| Mettler-Toledo | | | $100 | | | $149 | | | $127 | | | $106 | | | $107 | | | $122 | | |

| S&P 500 Index | | | $100 | | | $129 | | | $105 | | | $133 | | | $166 | | | $196 | | |

| SIC Code 3826 Index | | | $100 | | | $139 | | | $109 | | | $103 | | | $102 | | | $106 | | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| October 1 to October 31, 2025 | | | | | | 58,554 | | | | | | $ | 1,347.08 | | | | | 58,554 | | | | | | $ | 973,310 | |

| November 1 to November 30, 2025 | | | | | | 27,042 | | | | | | 1,425.53 | | | | | | 27,042 | | | | | | 3,684,760 | | |

| December 1 to December 31, 2025 | | | | | | 18,596 | | | | | | 1,415.42 | | | | | | 18,596 | | | | | | 3,658,439 | | |

| Total | | | | | | 104,192 | | | | | | $ | 1,379.64 | | | | | 104,192 | | | | | | $ | 3,658,439 | |

| | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

| Mettler-Toledo | | | $100 | | | $144 | | | $214 | | | $182 | | | $153 | | | $154 | | |

| S&P 500 Index | | | $100 | | | $118 | | | $152 | | | $125 | | | $158 | | | $197 | | |

| SIC Code 3826 Index | | | $100 | | | $140 | | | $194 | | | $152 | | | $143 | | | $142 | | |

| October 1 to October 31, 2024 | | | | | | 55,724 | | | | | | $ | 1,397.00 | | | | | 55,724 | | | | | | $ | 1,843,087 | |

| November 1 to November 30, 2024 | | | | | | 56,145 | | | | | | 1,261.32 | | | | | | 56,145 | | | | | | 1,772,269 | | |

| December 1 to December 31, 2024 | | | | | | 50,857 | | | | | | 1,255.15 | | | | | | 50,857 | | | | | | 1,708,435 | | |

| Total | | | | | | 162,726 | | | | | | $ | 1,305.85 | | | | | 162,726 | | | | | | $ | 1,708,435 | |

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment, we concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

| Patrick Kaltenbach | | | | | | [removed: 61] [added: 62] | | | | | | President and Chief Executive Officer | | |

| Gerhard Keller | | | | | | [removed: 57] [added: 58] | | | | | | Head of Process Analytics | | |

| Shawn P. Vadala | | | | | | [removed: 56] [added: 57] | | | | | | Chief Financial Officer | | |

| Richard Wong | | | | | | [removed: 60] [added: 61] | | | | | | Head of Asia/Pacific | | |

[removed: He] [added: Mr. Kaltenbach] was President of Life Sciences and Applied Markets Group at Agilent from 2014 to 2018.

[removed: Previously, he] [added: He] held wide-ranging and increasing leadership roles at Agilent and its predecessor company, Hewlett Packard, since joining in 1991.

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

The remaining information called for by this item is incorporated by reference from the discussion in the sections “Proposal One: Election of Directors,” “Board of Directors — General Information,” “Board of Directors — Operation,” “Insider Trading Policy and Procedures,” and “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the [removed: 2025] [added: 2026] Proxy Statement.

| Susan Graham-Bryce | | | | | | 50 | | | | | | Chief Human Resources Officer | | |

| Oliver Wittorf | | | | | | 50 | | | | | | Head of Product Inspection, Retail, and Global Supply Chain | | |

*Susan Graham-Bryce* joined the company in 2025 as Chief Human Resources Officer.

Prior to joining the company, she served as Chief Talent Officer at GE HealthCare.

Ms. Graham-Bryce has held a variety of global HR leadership roles at GE across multiple industries and geographies, including assignments in Germany, France, the United Kingdom, Kenya, and the United States.

*Oliver Wittorf* joined the Company in 2004 and held various leadership positions in Operations, Supply Chain Management and IT in Switzerland, the US, and China.

He assumed the role of Head of Global Supply Chain Management in 2010 with additional responsibility for the Retail Division in 2020 and the Product Inspection Division in 2026, and was also responsible for Information Technology from 2017 to 2025.

Prior to joining the Company, Mr. Wittorf worked for a corporate finance advisory firm in Switzerland.

| Marc de La Guéronnière | | | | | | 61 | | | | | | Head of European and North American Market Organizations | | |

| Christian Magloth | | | | | | 59 | | | | | | Head of Human Resources | | |

*Marc de La Guéronnière* has been Head of European Market Organizations of the Company since January 2008 and Head of North American Market Organizations since April 2014.

He was Head of Region South and General Manager of the Company’s market organization in Spain from January 2006 to January 2008.

He joined the Company in 2001 as the Industrial Business Area Manager for our market organization in France.

Prior to joining the Company, Mr. de La Guéronnière held various management positions in Europe and the United States with ABB-Elsag Bailey and Danaher-Zellweger.

*Christian Magloth* joined the Company in October 2010 and has been Head of Human Resources since December 2010.

Prior to joining the Company, he served as Head of Human Resources of Straumann, a leading global medical devices company listed on the Swiss stock exchange, from April 2006 to September 2010.

He previously served as Head of Human Resources at Hero Group, an international consumer foods company, and in various management positions at Hilti, a leading global construction supply company.

The information appearing in the sections captioned “Board of Directors — General Information —Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Additional Information — Compensation Committee Interlocks and Insider Participation” in the [removed: 2025] [added: 2026] Proxy Statement is incorporated by reference herein.

The information appearing in the section “Share Ownership” in the [removed: 2025] [added: 2026] Proxy Statement is incorporated by reference herein.

Information appearing in “Securities Authorized for Issuance under Equity Compensation Plans as of December 31, [removed: 2024”] [added: 2025”] is included within Note 12 to the financial statements.

Director Independence — The information in the section “Board of Directors — General Information — Independence of the Board” in the [removed: 2025] [added: 2026] Proxy Statement is incorporated by reference herein.

Information appearing in the section “Audit Committee Report” in the [removed: 2025] [added: 2026] Proxy Statement is hereby incorporated by reference.

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

[Table of [removed: Contents](#i237a47f7cc7d454995e02b773aa44472_7)][added: Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)]

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex44descriptionofcapit.htm)*] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_ex44descriptionofcapit.htm)*] | | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex44descriptionofcapit.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_ex44descriptionofcapit.htm)] | | |

| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1023formofrestricted.htm)†*] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1023formofrestricted.htm)†] | | | [Form of Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1023formofrestricted.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1023formofrestricted.htm)(23)] | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1026formofstockoptio.htm)†*] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1026formofstockoptio.htm)†] | | | [Form of Stock Option Agreement [removed: Directors](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1026formofstockoptio.htm)] [added: Directors](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1026formofstockoptio.htm)(23)] | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1027formofstockoptio.htm)†*] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1027formofstockoptio.htm)†] | | | [Form of Stock Option [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1027formofstockoptio.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1027formofstockoptio.htm)(23)] | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1029directorshareawa.htm)†*] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1029directorshareawa.htm)†] | | | [Employee Director Share Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1029directorshareawa.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1029directorshareawa.htm)(23)] | | |

| [removed: [10.52](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)†] [added: [10.59†](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1059maglothamendedem.htm)] | | | [removed: [Employment] [added: [Amended Employment] Agreement between Christian Magloth and Mettler-Toledo International Inc., dated as of [removed: March 22, 2010](http://www.sec.gov/Archives/edgar/data/1037646/000095012311014519/l41517exv10w58.htm)(14)] [added: October 10, 2024](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1059maglothamendedem.htm)(23)] | | |

| [removed: [10.59†](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1059maglothamendedem.htm)*] [added: [10.49](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000053/ex-101amendedemploymentagr.htm)†] | | | [Amended Employment Agreement between [removed: Christian Magloth] [added: Marc de La Guéronnière] and Mettler-Toledo International Inc., dated as of October [removed: 10, 2024](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex1059maglothamendedem.htm)] [added: 21, 2025](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000053/ex-101amendedemploymentagr.htm)(22)] | | |

| [removed: [19.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex191insidertradingpol.htm)*] [added: [19.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex191insidertradingpol.htm)] | | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex191insidertradingpol.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex191insidertradingpol.htm)(23)] | | |

| [removed: [19.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex192insidertradingpol.htm)*] [added: [19.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex192insidertradingpol.htm)] | | | [Insider Trading Policy for Directors, Officers, and Designated [removed: Employees](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex192insidertradingpol.htm)] [added: Employees](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_ex192insidertradingpol.htm)(23)] | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit2112312024.htm)*] [added: [21](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit2112312025.htm)*] | | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit2112312024.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit2112312025.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit23112312024.htm)*] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit23112312025.htm)*] | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit23112312024.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit23112312025.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit311x12312024.htm)*] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit311x12312025.htm)*] | | | [Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit311x12312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit311x12312025.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit31212312024.htm)*] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit31212312025.htm)*] | | | [Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit31212312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit31212312025.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit3212312024.htm)*] [added: [32](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit3212312025.htm)*] | | | [Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000012/mtd_exhibit3212312024.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_exhibit3212312025.htm)] | | |

Date: February [removed: 7, 2025][added: 6, 2026]

| [Report of Independent Registered Public Accounting [removed: Firm](#i237a47f7cc7d454995e02b773aa44472_100)] [added: Firm](#i5e757ad4b1f14995804900821cd3e0fe_100)] | | | [removed: [F-2](#i237a47f7cc7d454995e02b773aa44472_100)] [added: [F-2](#i5e757ad4b1f14995804900821cd3e0fe_100)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i237a47f7cc7d454995e02b773aa44472_103)] [added: 2023](#i5e757ad4b1f14995804900821cd3e0fe_103)] | | | [removed: [F-4](#i237a47f7cc7d454995e02b773aa44472_103)] [added: [F-4](#i5e757ad4b1f14995804900821cd3e0fe_103)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i237a47f7cc7d454995e02b773aa44472_106)] [added: 2023](#i5e757ad4b1f14995804900821cd3e0fe_106)] | | | [removed: [F-5](#i237a47f7cc7d454995e02b773aa44472_106)] [added: [F-5](#i5e757ad4b1f14995804900821cd3e0fe_106)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i237a47f7cc7d454995e02b773aa44472_109)] [added: 2024](#i5e757ad4b1f14995804900821cd3e0fe_109)] | | | [removed: [F-6](#i237a47f7cc7d454995e02b773aa44472_109)] [added: [F-6](#i5e757ad4b1f14995804900821cd3e0fe_109)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i237a47f7cc7d454995e02b773aa44472_115)] [added: 2023](#i5e757ad4b1f14995804900821cd3e0fe_115)] | | | [removed: [F-7](#i237a47f7cc7d454995e02b773aa44472_115)] [added: [F-7](#i5e757ad4b1f14995804900821cd3e0fe_115)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i237a47f7cc7d454995e02b773aa44472_118)] [added: 2023](#i5e757ad4b1f14995804900821cd3e0fe_118)] | | | [removed: [F-8](#i237a47f7cc7d454995e02b773aa44472_118)] [added: [F-8](#i5e757ad4b1f14995804900821cd3e0fe_118)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i237a47f7cc7d454995e02b773aa44472_121)] [added: Statements](#i5e757ad4b1f14995804900821cd3e0fe_121)] | | | [removed: [F-9](#i237a47f7cc7d454995e02b773aa44472_121)] [added: [F-9](#i5e757ad4b1f14995804900821cd3e0fe_121)] | | |

We have audited the accompanying consolidated balance sheets of Mettler-Toledo International Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of [removed: operations and] [added: operations, of] comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing on page S-1 (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 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 accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance] with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As described in Note 3, for the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s net sales were [removed: $3.9] [added: $4.0] billion, of which [removed: $2.9] [added: $3.0] billion relate to product revenue.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Products | | | $ | [removed: 2,930,228] [added: 3,007,805] | | | | | $ | [removed: 2,906,661] [added: 2,930,228] | | | | | $ | [removed: 3,118,721] [added: 2,906,661] | |

| Service | | | [removed: 942,133] [added: 1,018,594] | | | | | | [removed: 881,648] [added: 942,133] | | | | | | [removed: 800,988] [added: 881,648] | | |

| Total net sales | | | [removed: 3,872,361] [added: 4,026,399] | | | | | | [removed: 3,788,309] [added: 3,872,361] | | | | | | [removed: 3,919,709] [added: 3,788,309] | | |

| Products | | | [removed: 1,110,886] [added: 1,170,864] | | | | | | [removed: 1,144,167] [added: 1,110,886] | | | | | | [removed: 1,227,230] [added: 1,144,167] | | |

| Service | | | [removed: 435,892] [added: 464,889] | | | | | | [removed: 402,856] [added: 435,892] | | | | | | [removed: 384,437] [added: 402,856] | | |

| Gross profit | | | [removed: 2,325,583] [added: 2,390,646] | | | | | | [removed: 2,241,286] [added: 2,325,583] | | | | | | [removed: 2,308,042] [added: 2,241,286] | | |

| Research and development | | | [removed: 189,357] [added: 199,373] | | | | | | [removed: 185,284] [added: 189,357] | | | | | | [removed: 177,122] [added: 185,284] | | |

| Selling, general, and administrative | | | [removed: 936,303] [added: 998,314] | | | | | | [removed: 904,106] [added: 936,303] | | | | | | [removed: 938,461] [added: 904,106] | | |

| Amortization | | | [removed: 72,869] [added: 74,469] | | | | | | [removed: 72,213] [added: 72,869] | | | | | | [removed: 66,239] [added: 72,213] | | |

| Interest expense | | | [removed: 74,631] [added: 68,515] | | | | | | [removed: 77,366] [added: 74,631] | | | | | | [removed: 55,392] [added: 77,366] | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000005/exhibit41mettler-toledojan.htm) | | | [Note Purchase Agreement dated as of Januar 9, 2025 by and among Mettler-Toledo International Inc., New York Life Insurance Company, New York Life Insurance and Annuity Corporation, The Northwestern Mutual Life Insurance Company, Teachers Insurance and Annuity Association, PRUCO Life Insurance Company, Jackson National Life Insurance Company, Symetra Life Insurance Company, Thrivent Financial For Lutherans, Equitable Financial Life Insurance Company of America, Metropolitan Life Insurance Company and Metropolitan Tower Life Insurance Company.](https://www.sec.gov/Archives/edgar/data/1037646/000103764625000005/exhibit41mettler-toledojan.htm) (21) | | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| [10.52](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_ex1052susangraham-bryc.htm)†* | | | [Employment Agreement between Susan Graham-Bryce and Mettler-Toledo International Inc., dated as of March 13, 2025](https://www.sec.gov/Archives/edgar/data/1037646/000103764626000011/mtd_ex1052susangraham-bryc.htm) | | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

*(21)Incorporated by reference to the Company's Report on Form 8-K dated January 9, 2025*

*(22)Incorporated by reference to the Company's Report on Form 8-K dated October 21, 2025*

*(23)Incorporated by reference to the Company’s Report on Form 10-K dated February 7, 2025*

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| /s/Pablo Perversi | | | | | | Director | | |

| Pablo Perversi | | | | | | | | |

| /s/Michael J. Tokich | | | | | | Director | | |

| Michael J. Tokich | | | | | | | | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

February 6, 2026

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| Net earnings | | | $ | 869,193 | | | | | $ | 863,140 | | | | | $ | 788,778 | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| | | | 2025 | | | | | | 2024 | | |

| Goodwill | | | 739,225 | | | | | | 668,914 | | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| Exercise of stock options and restricted stock units | | | 56,500 | | | | | | — | | | | | | 16,739 | | | | | | 17,951 | | | | | | (2,417) | | | | | | — | | | | | | 32,273 | | |

| Repurchases of common stock | | | (646,608) | | | | | | — | | | | | | — | | | | | | (799,995) | | | | | | — | | | | | | — | | | | | | (799,995) | | |

| Excise tax on net repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | (7,430) | | | | | | — | | | | | | — | | | | | | (7,430) | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 869,193 | | | | | | — | | | | | | 869,193 | | |

| Balance at December 31, 2025 | | | 20,359,353 | | | | | | $ | 448 | | | | | $ | 936,276 | | | | | $ | (9,839,399) | | | | | $ | 9,238,196 | | | | | $ | (359,157) | | | | | $ | (23,636) | |

[Table of Contents](#i5e757ad4b1f14995804900821cd3e0fe_7)

| Net earnings | | | $ | 869,193 | | | | | $ | 863,140 | | | | | $ | 788,778 | |

Certain prior year items have been updated to conform with current year presentation.

Shipping and handling costs charged to customers are

Finance lease expense includes amortization of the right-of-use asset and interest on the lease liability, both recognized over the lease term.

These agreements limit the Company's exposure on interest rate fluctuations on the underlying debt.

information.

The Company adopted these annual disclosure requirements on a prospective basis in 2025.

See Note 14 for the required income tax disclosures.

In September 2025, the FASB issued ASU 2025-06: Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs.

The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

In December 2025, the FASB issued ASU 2025-12: Codification Improvements, which updates U.S. GAAP for a broad range of topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements.

| | | | | | |

| /s/Richard Francis | | | | | | Director | | |

| Richard Francis | | | | | | | | |

February 7, 2025

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

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

| Balance at December 31, 2021 | | | 22,843,103 | | | | | | $ | 448 | | | | | $ | 825,974 | | | | | $ | (6,259,049) | | | | | $ | 5,859,272 | | | | | $ | (255,224) | | | | | $ | 171,421 | |

| Exercise of stock options and restricted stock units | | | 133,916 | | | | | | — | | | | | | 4,733 | | | | | | 33,391 | | | | | | (4,908) | | | | | | — | | | | | | 33,216 | | |

| Repurchases of common stock | | | (838,010) | | | | | | — | | | | | | — | | | | | | (1,099,998) | | | | | | — | | | | | | — | | | | | | (1,099,998) | | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 872,502 | | | | | | — | | | | | | 872,502 | | |

In September 2021, the Company entered into an agreement with the U.S. Department of Defense to increase domestic production capacity of pipette tips and enhance manufacturing automation and logistics.

We have received the maximum allowable funding of $35.8 million related to the agreement during prior years, which offset associated capital expenditures.

In accordance with ASU 2021-10: Government Assistance, the Company applies guidance within IAS 20 - Accounting for Government Grants and Disclosure and accounts for the government agreement by reducing the cost of the asset within property, plant, and equipment in the consolidated balance sheets by the amount of the funds received.

The Company assesses the initial acquisition of intangible assets in accordance with the provisions

The Company has operating leases, but does not have material financing leases.

The Company applies the fair value methodology in accounting for its equity-based compensation plan.

The differential paid or received on interest rate swap agreements is recognized as incurred in interest expense over the life of the hedge agreements.

Floating to fixed interest rate swap agreements are accounted for as cash flow hedges.

Changes in fair value of outstanding interest rate swap agreements that are effective as cash flow hedges are initially recognized in other comprehensive income as incurred.

In March 2020, January 2021, and December 2022, the FASB issued ASU 2020-04, ASU 2021-01, and ASU 2022-06: Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuance of LIBOR or another referenced rate.

The guidance may be applied to any applicable contract entered into before December 31, 2024.

During the period ended December 31, 2023, the Company amended its credit agreement and cross currency swap agreements to change the interest rate benchmark from LIBOR to

SOFR and other non-U.S. dollar references, which did not change the amount or timing of cash flows.

As a result, the discontinuation of LIBOR in June 2023 did not have a material impact on the Company’s financial statements.

| Product Revenue | | | $ | 1,113,983 | | | | | $ | 139,490 | | | | | $ | 581,168 | | | | | $ | 777,276 | | | | | $ | 506,804 | | | | | $ | 3,118,721 | |

| Point in time | | | 256,837 | | | | | | 27,800 | | | | | | 134,781 | | | | | | 46,931 | | | | | | 121,786 | | | | | | 588,135 | | |

| Over time | | | 73,640 | | | | | | 8,829 | | | | | | 83,982 | | | | | | 17,319 | | | | | | 29,083 | | | | | | 212,853 | | |

| Total | | | $ | 1,444,460 | | | | | $ | 176,119 | | | | | $ | 799,931 | | | | | $ | 841,526 | | | | | $ | 657,673 | | | | | $ | 3,919,709 | |

In 2024, the Company incurred acquisition payments totaling $10.1 million.

The Company recorded $2.5 million of identified intangibles primarily pertaining to technology in connection with these acquisitions, which will be amortized on a straight-line basis over 5 years.

Goodwill recorded in connection with these acquisitions totaled $5.9 million.

In March 2021, the Company acquired all the membership interests of Mayfair Technology, LLC (PendoTECH), a manufacturer and distributor of single-use sensors, transmitters, control systems, and software for measuring, monitoring, and data collection primarily in bioprocess applications.

The initial cash payment was $185.0 million and the Company made other post-closing payments of $7.4 million, as well as additional consideration of $20.0 million.

The Company paid $10.0 million for contingent consideration in both 2022 and 2023.

In 2023, the final contingent consideration payment was made relating to the PendoTECH acquisition of which $5.6 million is included in financing activities for the amount accrued at the acquisition date and $4.4 million is included in operating activities for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S. GAAP.

As also mentioned in

During the period ended December 31, 2022, $10.0 million of contingent consideration was paid relating to the PendoTECH acquisition of which $7.9 million is included in financing activities and $2.1 million is included in operating activities for the amount not accrued at the acquisition date on the Consolidated Statement of Cash Flows in accordance with U.S. GAAP.

| Balance at beginning of year | | | $ | 670,108 | | | | | $ | 660,170 | |

| | | | $ | 468,516 | | | | | $ | (211,373) | | | | | $ | 257,143 | | | | | $ | 480,871 | | | | | $ | (195,442) | | | | | $ | 285,429 | |

basis over periods ranging from 3 to 45 years.