Stryker (SYK) 10-K risk factor changes: FY2025 vs FY2024

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 4 | |] [added: 6] |

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

[removed: - changes in coverage and] reimbursement levels from third-party [removed: payors;][added: payors in the United States]

[removed: -] [added: rate as a result of] changes in tax [removed: laws] [added: laws, regulations] and [removed: regulations;][added: judicial]

[removed: - the] impact [removed: of legislation to reform the] [added: that] healthcare [removed: system] [added: reform legislation] in [removed: the United States or] other [removed: countries;][added: countries where]

[removed: -] [added: We incur significant] costs to comply with [removed: medical device regulations;][added: regulations,]

[removed: - changes] [added: Changes] in [removed: our] credit [removed: ratings;]

Our operations and financial results are subject to various risks [removed: and uncertainties discussed below that could materially and adversely affect our business, cash flows, financial condition and results of operations.]

[removed: Accordingly, you should carefully consider the] following risk factors, as well as other information contained in or [removed: incorporated by reference in this report.]

[removed: For example, in the past we] experienced limited product availability due to an electronic [removed: components shortage in certain product lines.]

[removed: In certain instances we have] been unable to meet demand due to supply chain challenges, [removed: which has led to loss of sales.]

Any of the foregoing [removed: risks] could have a material adverse [removed: impact on our profitability and results of operations.]

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 5 | |] [added: 7] |

[removed: Although we have been] able to pass [removed: certain cost increases on to our customers, we have not been able to pass] along all cost increases and we cannot guarantee [removed: that we will be able to do so in the future.]

[removed: Inflation, high interest rates or interest rate volatility may also] cause our customers to reduce or delay orders for our products [removed: and services.]

[removed: Any of the foregoing could have a] material adverse impact on our [removed: sales,] profitability and results of [removed: operations.]

[removed: These initiatives are sponsored by government] agencies, legislative bodies and the private sector and include [removed: price regulation and competitive pricing.]

[removed: For example, China has implemented a volume-based procurement process designed to] decrease prices for medical devices and other products.

[removed: Public and private payers have challenged, and] are expected to continue to challenge, prices charged for medical [removed: products and services.]

[removed: Such downward pricing pressures from] any or all of these payers may result in an adverse effect on our [removed: business, results of operations, financial condition and cash flows.]

We have also reduced prices for certain products due to [removed: increased competition and if we further reduce prices, we could become less profitable.]

[removed: Pricing pressures related to any of the] foregoing or other factors have impacted and could in the future [removed: impact our results of operations and profitability.]

[removed: If we are unable to develop] and launch new products, our ability to maintain or expand our [removed: market position in the markets in which we participate may be negatively impacted.]

[removed: We rely on these professionals to assist us in] the development and improvement of proprietary products.

[removed: These indirect channels often are the main point of contact for the healthcare professionals and healthcare] organization customers who buy and use our products.

[removed: We] [added: We] are subject to risks associated with our extensive global [removed: operations: We develop, manufacture and distribute our products globally.]

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 6 | |] [added: 8] |

[removed: Many of these risks are rapidly] evolving and subject to an accelerating pace of change.

[removed: Our business could be adversely impacted if we are unable to] successfully manage these and other risks of global operations in [removed: an increasingly volatile environment.]

[removed: We may be unable to capitalize on previous or future acquisitions: In addition to internally developed products, we] invest in new products and technologies through [removed: acquisitions.][added: acquisitions,]

[removed: Such investments are] inherently risky, and we cannot guarantee that any acquisition will [removed: be successful or will not have a material unfavorable impact on us.]

[removed: In addition, we cannot be certain that the] businesses we acquire will become or remain profitable.

Emerging technologies such as generative [removed: artificial intelligence (AI)] [added: AI] may be used by [removed: malicious actors to create more targeted]

[removed: phishing narratives,] spread disinformation about us or our products or otherwise [removed: strengthen social engineering capabilities.]

[removed: New regulations may require us to disclose information about a material] cybersecurity incident before it has been resolved or fully [removed: investigated.]

[removed: In addition, a significant number of our employees] working remotely has exposed us, and may continue to expose [removed: us, to greater risks related to cybersecurity and cyber-liability.]

[removed: For example, some] of our information technology systems contain legacy third-party [removed: software components for which we depend on a layered security]

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 7 | |] [added: 9] |

approach to protect against exploitation, which may not be [removed: effective.]

Any such damage or disruptions could also compromise [removed: the security of our information systems and networks.]

and uncertainties discussed below that could materially and

adversely affect our business, cash flows, financial condition and

results of operations.

Additional risks and uncertainties not

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

or that could apply to any company may also materially and

adversely affect our business, cash flows, financial condition or

results of operations.

If any of the risks discussed below or other

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

condition, operating results or cash flows could be materially

adversely affected.

Accordingly, you should carefully consider the

incorporated by reference in this report.

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

third-party services in our global supply chains, production

and distribution processes; significant shortages, price

increases or unavailability of third-party services have in the

past increased, and could in the future increase, our

operating costs and could require significant capital

expenditures or adversely impact the competitive position of

our products: Our reliance on certain suppliers to secure raw

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

party service providers, such as sterilization service providers,

exposes us to the risk of product shortages and unanticipated

increases in prices, whether due to inflationary pressure,

regulatory changes, litigation exposure, tariffs, geopolitical

tensions or otherwise.

For example, in the past we have

component shortage in certain product lines.

If a similar shortage

occurs in the future with respect to any raw materials or

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

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

suppliers.

In addition, several raw materials, components,

finished devices and services are procured from a sole source

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

intellectual property considerations or constraints associated with

regulatory requirements.

This report contains statements that are not historical facts and are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

These statements are based on current projections about operations, industry conditions, financial condition and liquidity.

Words that identify forward-looking statements include, without limitation, words such as “may,” “could,” “will,” “should,” “possible,” “plan,” “predict,” “forecast,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “may impact,” “on track,” “goal,” “strategy” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or our businesses.

In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict.

Therefore, actual results could differ materially and adversely from these forward-looking statements, historical experience or our present expectations.

Some important factors that could cause our actual results to differ from our expectations in any forward-looking statements include:

- weakening of economic conditions, or the anticipation thereof, that could adversely affect the level of demand for our or Inari Medical, Inc.’s (“Inari”) products;

- geopolitical risks, including from international conflicts, which could, among other things, lead to increased market volatility;

| | | | | | |

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

| | | | | | | | | |

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

- pricing pressures generally, including cost-containment measures that have adversely affected and could in the future adversely affect the price of or demand for our or Inari’s products;

- changes in foreign currency exchange markets;

- legislative and regulatory actions;

- unanticipated issues arising in connection with clinical studies and otherwise that affect approval of new products, including Inari products, by the FDA and foreign regulatory agencies;

- inflationary pressures;

- increased interest rates or interest rate volatility;

- supply chain disruptions;

- changes in labor markets;

- changes in the competitive environment;

- breaches, failures or other disruptions of our or our vendors’ or customers’ information technology systems or products, including by cyber-attack, data leakage, unauthorized access or theft;

- a significant increase in product liability claims;

- the ultimate total cost with respect to recall-related and other regulatory and quality matters;

- the impact of investigative and legal proceedings and compliance risks;

- resolution of tax audits;

- changes in financial markets;

- our ability to integrate and realize the anticipated benefits of acquisitions in full or at all or within the expected timeframes, including our acquisition of Inari;

- our ability to realize any anticipated cost savings;

- potential negative impacts resulting from climate change or other environmental, social and governance and sustainability related matters;

- the impact on our operations and financial results of any public health emergency and any related policies and actions by governments or other third parties;

- uncertainties as to the timing of the tender offer for shares of Inari common stock and the subsequent merger with Inari;

- uncertainties as to how many of Inari’s stockholders will tender their shares in the tender offer;

- the failure to satisfy any of the closing conditions to the acquisition of Inari, including the expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period (and the risk that such governmental approval may result in the imposition of conditions that could adversely affect the expected benefits of the transaction);

- delays in consummating the acquisition of Inari or the risk that the transaction may not close at all;

- unexpected liabilities, costs, charges or expenses in connection with the acquisition of Inari;

- the effects of the proposed Inari transaction (or the announcement thereof) on the parties’ relationships with employees, customers, other business partners or governmental entities; and

- other risks detailed in our filings with the SEC.

While we believe that the assumptions underlying such forward-looking statements are reasonable, there can be no assurance that future events or developments will not cause such statements to be inaccurate.

[removed: Stryker is a global leader in medical technologies and, together] with our customers, we are driven to make healthcare better.

[removed: We offer innovative products and services in MedSurg,] Neurotechnology, and Orthopaedics that help improve patient [removed: and healthcare outcomes.]

[removed: Alongside our customers around the] world, we impact more than 150 million patients annually.

In [removed: 2024] [added: 2025] we achieved reported net sales growth of [removed: 10.2%.][added: 11.2%.]

Excluding the impact of acquisitions and divestitures, sales grew [removed: 10.2% in constant currency.]

[removed: We reported net earnings of $2,993] and net earnings per diluted share of [removed: $7.76.][added: $8.40.]

We continued our capital allocation strategy by investing [removed: $1,628 in acquisitions and paying $1,219 in dividends to our shareholders.][added: $4,960]

Refer to Note [removed: 6] [added: 1] to our Consolidated Financial Statements for [removed: further information.]

[removed: (1) Refer] [added: (1)Refer] to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly [removed: comparable GAAP financial measure.]

| | | | | | | | [removed: | | | | | | | | | | | | | |] Percent Net Sales | | | | | | [removed: | | | | | | | | | | | |] Percentage Change | | | [removed: | | | | | |]

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

| Gross profit | [added: 16,065] | | 14,440 | | [removed: | | | |] 13,058 | | [removed: | | | | 11,578 | | | |] [added: 64.0] | | 63.9 | | [removed: | | | |] 63.7 | | [removed: | | | | 62.8 | | | |] [added: 11.3] | | 10.6 | [removed: | | | | | 12.8 | | |]

| Research, development and engineering expenses | [added: 1,623] | | 1,466 | | [removed: | | | |] 1,388 | | [removed: | | | | 1,454 | | | | | |] 6.5 | | [removed: | |] [added: 6.5] | | 6.8 | | [removed: | | | | 7.9 | | | |] [added: 10.7] | | 5.6 | [removed: | | | | | (4.5) | | |]

| Selling, general and administrative expenses | [added: 8,651] | | 7,685 | | [removed: | | | |] 7,111 | | [removed: | | | | 6,386 | | | |] [added: 34.4] | | 34.0 | | [removed: | | | |] 34.7 | | [removed: | | | | 34.6 | | | |] [added: 12.6] | | 8.1 | [removed: | | | | | 11.4 | | |]

| Amortization of intangible assets | [added: 732] | | 623 | | [removed: | | | |] 635 | | [removed: | | | | 627 | | | |] [added: 2.9] | | 2.8 | | [removed: | | | |] 3.1 | | [removed: | | | | 3.4 | | | |] [added: 17.5] | | (1.9) | [removed: | | | | | 1.3 | | |]

| Goodwill and other impairments | [added: 170] | | 977 | | [removed: | | | |] 36 | | [removed: | | | | 270 | | | |] [added: 0.7] | | 4.3 | | [removed: | | | |] 0.2 | | [removed: | | | | 1.5 | | | | | |] nm | | [removed: | | | |] nm | [removed: | |]

| Income taxes | [added: 1,268] | | 499 | | [removed: | | | |] 508 | | [removed: | | | | 325 | | | | | |] nm | | [removed: | | | |] nm | | [removed: | | | |] nm | | [removed: | |] [added: 154.1] | | (1.8) | [removed: | | | | | 56.3 | | |]

| Net earnings per diluted share | [removed: | | $ | 7.76 | | | | | $ | 8.25 | | | | | $ | 6.17 | | | | | | | | | | | | | | | | |] [added: $8.40] | | [added: $7.76] | | [added: $8.25] | | [removed: (5.9)] | | [removed: %] | | | | [removed: 33.7] [added: 8.2%] | | [removed: %] [added: (5.9)%] |

[removed: | Adjusted] [added: and adjusted] net earnings per diluted [removed: share(1) | | | $ | 12.19 | | | | | $ | 10.60 | | | | | $ | 9.34 | | | | | | | | | | | | | | | | | | | | | | | 15.0 | | % | | | | 13.5 | | % |][added: share(1) of $13.63]

| Geographic and Segment Net Sales | | | | | | | [removed: | | | | | | | | | | | | | |] Percentage Change | | | | | [removed: | | | | | | | | | |]

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

| | [added: 2025] | | 2024 | | [removed: | | | |] 2023 | | [removed: | | | | 2022 | | | | | | As Reported | | | Constant Currency | | | | | | As Reported |] [added: As Reported] | [added: Constant Currency] | [removed: Constant Currency] | [added: As Reported] | [added: Constant Currency] |

| Geographic: | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| International | [added: 6,110] | | 5,652 | | [removed: | | | |] 5,241 | | [removed: | | | | 4,811 | | |] [added: 8.1] | [added: 6.4] | | 7.9 | [removed: | |] 9.8 | [removed: | | | | | 8.9 | | | 10.9 | | |]

| Segment: | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Orthopaedics | [added: 9,469] | | 9,077 | | [removed: | | | |] 8,335 | | [removed: | | | | 7,556 | | |] [added: 4.3] | [added: 3.8] | | 8.9 | [removed: | |] 9.4 | [removed: | | | | | 10.3 | | | 10.9 | | |]

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 15 | |] [added: 16] |

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

| Supplemental Net Sales Growth Information | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | | [removed: | | | | | | | | | | | | | |] Percentage Change | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | United States | | | |] [added: United States] | | International | | | | | | [removed: | | | | | | | | | | | | United States | | | |] [added: United States] | | International | | [removed: | | | |]

| | [added: 2025] | | 2024 | | [removed: | | | |] 2023 | | [removed: | | | | 2022 | | | | | | As Reported | | | Constant Currency | | | | | | As Reported | | | | | | As Reported | | | Constant Currency | | | | | | As Reported | | | Constant Currency | | |] [added: As Reported] | [added: Constant Currency] | | [removed: As Reported] [added: As Reported] | | [added: As Reported] | [added: Constant Currency] | | [added: As Reported] | [removed: As Reported] [added: Constant Currency] | | [added: As Reported] | [removed: Constant Currency] | [added: As Reported] | [added: Constant Currency] |

| MedSurg [removed: and Neurotechnology: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: and Neurotechnology:] | | | | | | | | | | | | | | | | | | | | | |

| Endoscopy | [added: 3,807] | | 3,389 | | [removed: | | | |] 3,068 | | [removed: | |] [added: 12.3] | [added: 12.3] | [removed: 2,759] | [added: 12.2] | | [added: 12.8] | [added: 12.4] | | 10.5 | [removed: | |] 11.0 | | [removed: | | | |] 11.1 | | [removed: | | | |] 7.7 | [removed: | |] 10.7 | [removed: | | | | | 11.2 | | | 11.7 | | | | | | 11.9 | | | | | | 8.0 | | | 9.9 | | |]

| Medical | [added: 4,204] | | 3,852 | | [removed: | | | |] 3,459 | | [removed: | |] [added: 9.1] | [added: 8.8] | [removed: 3,031] | [added: 10.0] | | [added: 4.8] | [added: 2.8] | | 11.4 | [removed: | |] 11.7 | | [removed: | | | |] 14.6 | | [removed: | | | |] (2.0) | [removed: | |] (0.3) | [removed: | | | | | 14.1 | | | 14.4 | | | | | | 15.0 | | | | | | 10.7 | | | 12.3 | | |]

| Neuro Cranial | [added: 2,485] | | 2,136 | | [removed: | | | |] 1,876 | | [removed: | |] [added: 16.3] | [added: 15.9] | [removed: 1,658] | [added: 16.5] | | [added: 15.5] | [added: 13.1] | | 13.9 | [removed: | |] 14.1 | | [removed: | | | |] 15.0 | | [removed: | | | |] 8.7 | [removed: | |] 10.2 | [removed: | | | | | 13.1 | | | 13.4 | | | | | | 12.7 | | | | | | 15.4 | | | 16.8 | | |]

| Orthopaedics: | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Hips | [added: 1,865] | | 1,704 | | [removed: | | | |] 1,544 | | [removed: | |] [added: 9.5] | [added: 8.9] | [removed: 1,413] | [added: 7.4] | | [added: 12.9] | [added: 11.2] | | 10.3 | [removed: | |] 11.3 | | [removed: | | | |] 7.2 | | [removed: | | | |] 15.9 | [removed: | |] 18.4 | [removed: | | | | | 9.3 | | | 10.4 | | | | | | 10.3 | | | | | | 7.5 | | | 10.7 | | |]

| Trauma and Extremities | [added: 3,948] | | 3,507 | | [removed: | | | |] 3,147 | | [removed: | |] [added: 12.6] | [added: 11.8] | [removed: 2,807] | [added: 13.1] | | [added: 11.0] | [added: 8.2] | | 11.4 | [removed: | |] 11.6 | | [removed: | | | |] 12.6 | | [removed: | | | |] 8.3 | [removed: | |] 9.1 | [removed: | | | | | 12.1 | | | 12.2 | | | | | | 12.9 | | | | | | 10.1 | | | 10.5 | | |]

Stryker is a global leader in medical technologies and, together

We

offer innovative products and services in MedSurg,

and healthcare outcomes.

Alongside our customers around the

Our

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

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

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

and (3) Share repurchases.

We segregate our operations into two reportable business

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

Orthopaedics.

MedSurg and Neurotechnology products include

surgical equipment and navigation systems (Instruments),

endoscopic and communications systems (Endoscopy), patient

handling, emergency medical equipment and intensive care

disposable products (Medical), minimally invasive products for

the treatment of acute ischemic and hemorrhagic stroke and

venous thromboembolism (Vascular), a comprehensive line of

products for traditional brain and open skull-based surgical

procedures; orthobiologic and biosurgery products, including

synthetic bone grafts and vertebral augmentation products

(Neuro Cranial).

Orthopaedics products consist primarily of

implants used in hip and knee joint replacements and trauma and

extremity surgeries.

Macroeconomic Environment

In 2025 the United States government has announced new tariffs

on goods imported into the United States from dozens of

countries, including China and the European Union member

states.

In response, governments have threatened or imposed

reciprocal tariffs or taken other measures, and the United States

is in the process of negotiating with certain governments.

We

continue to monitor and evaluate the situation.

Tariffs are

expected to continue to result in an increase in certain product

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

Our goal is to achieve sales growth at the high-end of the medical technology (MedTech) industry and maintain our long-term capital allocation strategy that prioritizes: (1) Acquisitions, (2) Dividends and (3) Share repurchases.

Overview of 2024

Excluding the impact of certain items, we achieved adjusted net earnings(1) of $4,700 and adjusted net earnings per diluted share(1) of $12.19 representing growth of 15.0%.

In 2024 we completed various acquisitions for total consideration of $1,628 in upfront payments, net of cash acquired, as well as $400 of contingent consideration if certain commercial or clinical milestones are achieved.

In May 2024 we repaid the outstanding $600 principal amount of the 3.375% senior unsecured notes due May 15, 2024.

In September 2024 we issued $750 of 4.250% senior unsecured notes due September 11, 2029, €800 of 3.375% senior unsecured notes due September 11, 2032, $750 of 4.625% senior unsecured notes due September 11, 2034 and €600 of 3.625% senior unsecured notes due September 11, 2036.

In November 2024 we repaid the outstanding €500 of floating rate senior notes and in December 2024 we repaid €850 of 0.250% senior unsecured notes.

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

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| Net sales | | | $ | 22,595 | | | | | $ | 20,498 | | | | | $ | 18,449 | | | | | 100.0 | | % | | | | 100.0 | | % | | | | 100.0 | | % | | | | 10.2 | | % | | | | 11.1 | | % |

| Other income (expense), net | | | (197) | | | | | | (215) | | | | | | (158) | | | | | | (0.9) | | | | | | (1.0) | | | | | | (0.9) | | | | | | (8.4) | | | | | | 36.1 | | |

| Net earnings | | | $ | 2,993 | | | | | $ | 3,165 | | | | | $ | 2,358 | | | | | 13.2 | | % | | | | 15.4 | | % | | | | 12.8 | | % | | | | (5.4) | | % | | | | 34.2 | | % |

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

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| United States | | | $ | 16,943 | | | | | $ | 15,257 | | | | | $ | 13,638 | | | | | 11.0 | | % | 11.0 | | % | | | | 11.9 | | % | 11.9 | | % |

| Total | | | $ | 22,595 | | | | | $ | 20,498 | | | | | $ | 18,449 | | | | | 10.2 | | % | 10.7 | | % | | | | 11.1 | | % | 11.6 | | % |

| MedSurg and Neurotechnology | | | $ | 13,518 | | | | | $ | 12,163 | | | | | $ | 10,893 | | | | | 11.1 | | % | 11.6 | | % | | | | 11.7 | | % | 12.2 | | % |

| | | | | | |

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

| | | | | | | | | |

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

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

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

| Instruments | | | $ | 2,834 | | | | | $ | 2,534 | | | | | $ | 2,245 | | | | | 11.9 | | % | 12.1 | | % | | | | 12.5 | | % | | | | 9.5 | | % | 10.6 | | % | | | | 12.9 | | % | 13.0 | | % | | | | 13.5 | | % | | | | 10.4 | | % | 11.8 | | % |

| Neurovascular | | | 1,307 | | | | | | 1,226 | | | | | | 1,200 | | | | | | 6.6 | | | 8.2 | | | | | | 4.7 | | | | | | 7.9 | | | 10.5 | | | | | | 2.2 | | | 4.0 | | | | | | 8.3 | | | | | | (1.5) | | | 1.5 | | |

| | | | $ | 13,518 | | | | | $ | 12,163 | | | | | $ | 10,893 | | | | | 11.1 | | % | 11.6 | | % | | | | 12.7 | | % | | | | 5.9 | | % | 7.9 | | % | | | | 11.7 | | % | 12.2 | | % | | | | 13.1 | | % | | | | 7.2 | | % | 9.2 | | % |

| Knees | | | $ | 2,447 | | | | | $ | 2,273 | | | | | $ | 1,997 | | | | | 7.6 | | % | 8.2 | | % | | | | 6.7 | | % | | | | 10.4 | | % | 12.2 | | % | | | | 13.8 | | % | 14.4 | | % | | | | 12.3 | | % | | | | 18.5 | | % | 20.9 | | % |

| | | | $ | 9,077 | | | | | $ | 8,335 | | | | | $ | 7,556 | | | | | 8.9 | | % | 9.4 | | % | | | | 8.4 | | % | | | | 10.2 | | % | 12.0 | | % | | | | 10.3 | | % | 10.9 | | % | | | | 10.0 | | % | | | | 11.1 | | % | 13.1 | | % |

| Total | | | $ | 22,595 | | | | | $ | 20,498 | | | | | $ | 18,449 | | | | | 10.2 | | % | 10.7 | | % | | | | 11.0 | | % | | | | 7.9 | | % | 9.8 | | % | | | | 11.1 | | % | 11.6 | | % | | | | 11.9 | | % | | | | 8.9 | | % | 10.9 | | % |

Note: In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.

The spine enabling technologies portfolio (Enabling Technologies) was reclassified to Other Orthopaedics, the interventional spine portfolio was reclassified to Neuro Cranial and the remaining Spine business was renamed to Spinal Implants.

Neuro Cranial includes sales related to interventional spine of $413, $327 and $282 for 2024, 2023 and 2022.

Other Orthopaedics includes sales related to Enabling Technologies of $152, $149 and $131 for 2024, 2023 and 2022.

In the first quarter 2024 a product line previously included in Instruments has been reclassified to Endoscopy to align with a change in our internal reporting structure.

We have reflected these changes in all historical periods presented.

Excluding the 0.5% impact of acquisitions and divestitures, net sales in constant currency increased by 9.1% from increased unit volume and 1.1% due to higher prices.

Excluding the 0.1% impact of acquisitions and divestitures, net sales in constant currency increased by 10.9% from increased unit volume and 0.6% due to higher prices.

MedSurg and Neurotechnology net sales in 2024 increased 11.1% as reported and 11.6% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%.

MedSurg and Neurotechnology net sales in 2023 increased 11.7% as reported and 12.2% in constant currency, as foreign currency exchange rates negatively impacted net sales by 0.5%.

Excluding the 0.3% impact of acquisitions and divestitures, net sales in constant currency increased by 10.2% from increased unit volume and 1.7% due to higher prices.

[removed: This global deployment of] facilities serves to partially mitigate the impact of currency [removed: exchange rate changes on our cost of sales.]

[removed: Refer to Notes 1, 4] and 5 to our Consolidated Financial Statements for information [removed: regarding our use of derivative instruments to mitigate these risks.]

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

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

financial results could be significantly affected by market risk

exposure from exchange rate risk.

Our operating results are

primarily exposed to changes in exchange rates among the

United States Dollar, Australian Dollar, British Pound, Canadian

Dollar, Euro and Japanese Yen.

We develop and manufacture

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

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

Switzerland, Turkey and the United Kingdom and incur costs in

the applicable local currencies.

This global deployment of

exchange rate changes on our cost of sales.

Refer to Notes 1, 4

regarding our use of derivative instruments to mitigate these

risks.

A hypothetical 10% change in foreign currencies relative to

the United States Dollar would change the December 31, 2025

fair value of these instruments by approximately $449.

| | |

| --- | --- |

| | 25 |

| | | |

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

| | |

| --- | --- |

We sell our products globally and, as a result, our operations and financial results could be significantly affected by market risk exposure from exchange rate risk.

Our operating results are primarily exposed to changes in exchange rates among the United States Dollar, Australian Dollar, British Pound, Canadian Dollar, Euro and Japanese Yen.

We develop and manufacture products in the United States, Canada, China, Costa Rica, France, Germany, India, Ireland, Israel, Mexico, Poland, Switzerland, Turkey and the United Kingdom and incur costs in the applicable local currencies.

A hypothetical 10% change in foreign currencies relative to the United States Dollar would change the December 31, 2024 fair value of these instruments by approximately $489.

| | | | | | |

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

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

| | | | | | | | | |

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

[removed: Stryker Corporation (Stryker or the Company) is a global leader] in medical technologies and, together with our customers, we are [removed: driven to make healthcare better.]

[removed: We offer innovative products and services in MedSurg, Neurotechnology and Orthopaedics] that help improve patient and healthcare outcomes.

[removed: Alongside] our customers around the world, we impact more than 150 million [removed: patients annually.]

Our core values guide our behaviors and actions and are [removed: fundamental to how we execute our mission.]

[removed: ][added: ]

Stryker was incorporated in Michigan in 1946 as the successor [removed: company to a business founded in 1941 by Dr. Homer H.]

[removed: Stryker,] a prominent orthopaedic surgeon and inventor of several medical [removed: products.]

[removed: Most of our] products are marketed directly to doctors, hospitals and other [removed: healthcare facilities.]

As used herein, and except where the context otherwise requires, [removed: "Stryker," "we," "us," and "our" refer to Stryker Corporation and its consolidated subsidiaries.]

We segregate our operations into two reportable business [removed: segments: (i) MedSurg and Neurotechnology and (ii) Orthopaedics.]

[removed: Financial information regarding our reportable business segments and certain geographic information is included under "Consolidated Results of Operations" in Item 7 of] this report and Note 14 to our Consolidated Financial Statements.

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

| Net Sales by Reportable Segment | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

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

[removed: |] [added: segments: (i)] MedSurg and Neurotechnology [removed: | | | $ | 13,518 | | 60 | | % | | | | $ | 12,163 | | 59 | | % | | | | $ | 10,893 | | 59 | | % |][added: and (ii)]

| Orthopaedics | [removed: |] [added: 9,469] | [removed: 9,077] [added: 38] | | [added: 9,077] | 40 | | [removed: | | | |] 8,335 | [removed: | |] 41 | [removed: | | | | | 7,556 | | | 41 | | |]

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 1 | |] [added: 2] |

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

| Composition of MedSurg and Neurotechnology Net Sales | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Instruments | [removed: | | $ | 2,834 | | 21 | | % | | | | $ | 2,534 | | 21 | | % | |] [added: $3,183] | [added: 20%] | [removed: $] | [removed: 2,245] [added: $2,834] | [added: 21%] | [removed: 21] | [added: $2,534] | [removed: %] [added: 21%] |

| Endoscopy | [removed: |] [added: 3,807] | [removed: 3,389] [added: 24] | | [added: 3,389] | 25 | | [removed: | | | |] 3,068 | [removed: | |] 25 | [removed: | | | | | 2,759 | | | 25 | | |]

| Medical | [removed: |] [added: 4,204] | [removed: 3,852] [added: 27] | | [added: 3,852] | 28 | | [removed: | | | |] 3,459 | [removed: | |] 28 | [removed: | | | | | 3,031 | | | 28 | | |]

| Neuro Cranial | [removed: | | 2,136 | |] [added: 2,485] | 16 | | [removed: |] [added: 2,136] | [added: 16] | | 1,876 | [removed: | |] 15 | [removed: | | | | | 1,658 | | | 15 | | |]

Endoscopy continued to deliver its 4K 1788 Camera platform to [removed: the market.]

[removed: LIFEPAK 35 combines a modern intuitive] touch screen display and increased processing power with [removed: Bluetooth and WiFi data connectivity.]

[removed: Neurovascular initiated a targeted] launch of the Surpass Elite Flow Diverting Stent (FDS) in the [removed: U.S. and South Korea.]

[removed: Surpass Elite] FDS is designed to reduce thrombin generation when compared [removed: to unmodified stents.]

Orthopaedics products primarily include implants used in total [removed: joint replacements, such as hip, knee and shoulder, and trauma and extremities surgeries.]

[removed: We support surgeons with the] technologies, products and services they need to support each [removed: patient’s clinical challenge.]

| Composition of Orthopaedics Net Sales | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Knees | [removed: | | $ | 2,447 | | 27 | | % | | | | $ | 2,273 | | 27 | | % | |] [added: $2,656] | [added: 28%] | [removed: $] | [removed: 1,997] [added: $2,447] | [added: 27%] | [removed: 26] | [added: $2,273] | [removed: %] [added: 27%] |

| Hips | [removed: |] [added: 1,865] | [removed: 1,704] [added: 20] | | [added: 1,704] | 19 | | [removed: | | | |] 1,544 | [removed: | |] 18 | [removed: | | | | | 1,413 | | | 19 | | |]

| Trauma and Extremities | [removed: |] [added: 3,948] | [removed: 3,507] [added: 42] | | [added: 3,507] | 39 | | [removed: | | | |] 3,147 | [removed: | |] 38 | [removed: | | | | | 2,807 | | | 37 | | |]

| Spinal Implants | [removed: |] [added: 185] | [removed: 707] [added: 2] | | [added: 707] | 8 | | [removed: | | | |] 713 | [removed: | |] 9 | [removed: | | | | | 733 | | | 10 | | |]

| Other | [removed: |] [added: 815] | [removed: 712] [added: 9] | | [added: 712] | 8 | | [removed: | | | |] 658 | [removed: | |] 8 | [removed: | | | | | 606 | | | 8 | | |]

| Total | [removed: | | $ | 9,077 | | 100 | | % | | | | $ | 8,335 | | 100 | | % | |] [added: $9,469] | [added: 100%] | [removed: $] | [removed: 7,556] [added: $9,077] | [added: 100%] | [removed: 100] | [added: $8,335] | [removed: %] [added: 100%] |

[removed: We continued to expand our global footprint of Mako SmartRobotics™ in 2024] [added: SmartRobotics,] which is now [removed: sold] [added: available] in more than 45 countries.

[removed: To date] [added: and] more than [removed: one million robotic Mako Total Knees and 1.5] [added: two] million robotic procedures across [removed: Total Hips,] [added: Mako] Total [removed: Knees and Partial Knees have been performed globally.]

Raw materials essential to our business are generally readily [removed: available from multiple sources; however, certain of our raw materials are currently sourced from single suppliers.]

[removed: Substantially all products we manufacture are stocked in] inventory, while certain MedSurg products are assembled to [removed: order.]

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

driven to make healthcare better.

We offer innovative products

and services in MedSurg, Neurotechnology and Orthopaedics

Alongside

patients annually.

fundamental to how we execute our mission.

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

Stryker,

products.

Our products are sold in approximately 61 countries

through company-owned subsidiaries and branches as well as

third-party dealers and distributors, and include surgical

equipment and surgical navigation systems; endoscopic and

communications systems; patient handling, emergency medical

equipment and intensive care disposable products; clinical

communication and artificial intelligence-assisted virtual care

platform technology; products for traditional brain and open skull-

based surgical procedures; minimally invasive products for the

treatment of acute ischemic and hemorrhagic stroke and venous

thromboembolism; implants used in joint replacement and trauma

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

products used in a variety of medical specialties.

Most of our

healthcare facilities.

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

consolidated subsidiaries.

Orthopaedics.

Financial information regarding our reportable

business segments and certain geographic information is

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

| MedSurg and Neurotechnology | $15,647 | 62% | | $13,518 | 60% | | $12,163 | 59% |

| Total | $25,116 | 100% | | $22,595 | 100% | | $20,498 | 100% |

MedSurg and Neurotechnology products include surgical

equipment, patient and caregiver safety technologies, and

navigation systems (Instruments), endoscopic and

communications systems (Endoscopy), and patient handling,

emergency medical equipment, intensive care disposable

products, clinical communication and artificial intelligence-

assisted virtual care platform technology (Medical), minimally

Our products are sold in approximately 75 countries through company-owned subsidiaries and branches as well as third-party dealers and distributors, and include surgical equipment and surgical navigation systems; endoscopic and communications systems; patient handling, emergency medical equipment and intensive care disposable products; clinical communication and artificial intelligence-assisted virtual care platform technology; neurosurgical and neurovascular devices; implants used in joint replacement and trauma surgeries; Mako Robotic-Arm Assisted technology; spinal devices; as well as other products used in a variety of medical specialties.

In the fourth quarter 2024 we reorganized our Spine business to align with certain updates to our internal reporting structure.

The spine enabling technologies portfolio (Enabling Technologies) was reclassified to Other Orthopaedics and Spine, the Interventional Spine (IVS) portfolio was reclassified to Neuro Cranial and the remaining Spine business was renamed to Spinal Implants.

In addition, we changed the name of our “Orthopaedics and Spine” operating segment to “Orthopaedics.”

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

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

| Quarterly Net Sales - Enabling Technologies | | | | | | | | | | | | | | | | | |

| Mar 31 | | | $ | 30 | | | | | $ | 31 | | | | | $ | 30 | |

| Jun 30 | | | $ | 31 | | | | | $ | 32 | | | | | $ | 25 | |

| Sep 30 | | | $ | 59 | | | | | $ | 54 | | | | | $ | 44 | |

| Dec 31 | | | $ | 32 | | | | | $ | 32 | | | | | $ | 32 | |

| Total | | | $ | 152 | | | | | $ | 149 | | | | | $ | 131 | |

| Quarterly Net Sales - IVS | | | | | | | | | | | | | | | | | |

| Mar 31 | | | $ | 98 | | | | | $ | 77 | | | | | $ | 65 | |

| Jun 30 | | | $ | 98 | | | | | $ | 83 | | | | | $ | 73 | |

| Sep 30 | | | $ | 117 | | | | | $ | 84 | | | | | $ | 72 | |

| Dec 31 | | | $ | 100 | | | | | $ | 83 | | | | | $ | 72 | |

| Total | | | $ | 413 | | | | | $ | 327 | | | | | $ | 282 | |

| Quarterly Net Sales - Spinal Implants | | | | | | | | | | | | | | | | | |

| Mar 31 | | | $ | 171 | | | | | $ | 176 | | | | | $ | 183 | |

| Jun 30 | | | $ | 178 | | | | | $ | 181 | | | | | $ | 193 | |

| Sep 30 | | | $ | 186 | | | | | $ | 180 | | | | | $ | 182 | |

| Dec 31 | | | $ | 172 | | | | | $ | 176 | | | | | $ | 175 | |

| Total | | | $ | 707 | | | | | $ | 713 | | | | | $ | 733 | |

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

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

| Total | | | $ | 22,595 | | 100 | | % | | | | $ | 20,498 | | 100 | | % | | | | $ | 18,449 | | 100 | | % |

MedSurg products include surgical equipment, patient and caregiver safety technologies, and navigation systems (Instruments), endoscopic and communications systems (Endoscopy), and patient handling, emergency medical equipment, intensive care disposable products and clinical communication and artificial intelligence-assisted virtual care platform technology (Medical).

Neurotechnology includes neurosurgical, neurovascular and craniomaxillofacial implant products.

Our neurotechnology offering includes products used for minimally invasive endovascular procedures; a comprehensive line of products for traditional brain and open skull based surgical procedures; orthobiologic and biosurgery products, including synthetic bone grafts and vertebral augmentation products (Neuro Cranial); and minimally invasive products for the treatment of acute ischemic and hemorrhagic stroke (Neurovascular).

The craniomaxillofacial implant offering includes cranial, maxillofacial and chest wall devices as well as dural substitutes and sealants.

We are one of five leading global competitors in Instruments; the other four being Zimmer Biomet Holdings, Inc. (Zimmer), Medtronic plc (Medtronic), Johnson & Johnson MedTech (a subsidiary of Johnson & Johnson) and ConMed Linvatec, Inc. (a subsidiary of CONMED Corporation).

We are one of seven leading global competitors in Endoscopy; the other six being Karl Storz GmbH & Co., Olympus Optical Co. Ltd., Smith & Nephew plc (Smith & Nephew), ConMed Linvatec, Arthrex, Inc. and STERIS plc.

We are one of five leading global competitors in Medical; the other four being Baxter International Inc., Zoll Medical Corporation, Medline Industries and Ferno-Washington, Inc. We are one of five leading global competitors in Neurotechnology; the other four being Medtronic, Johnson & Johnson Medtech, Terumo Corporation and Penumbra, Inc.

| | | | | | |

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

| Neurovascular | | | 1,307 | | | 10 | | | | | | 1,226 | | | 11 | | | | | | 1,200 | | | 11 | | |

| Total | | | $ | 13,518 | | 100 | | % | | | | $ | 12,163 | | 100 | | % | | | | $ | 10,893 | | 100 | | % |

In 2024 Instruments launched SurgiCount+ powered by Triton, which combines our existing sponge counting technology with artificial intelligence and quantifying blood loss software.

We also launched CoPilot, which combines with our Spine Q guidance system to help surgeons plan and perform certain spinal procedures, including supporting bone resection, pedicle preparation and screw delivery.

[removed: Refer to Note 7 to our Consolidated] Financial Statements for further information.

We are involved in various ongoing proceedings, legal actions

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

proceedings related to product, labor, tax, intellectual property

and other matters.

Refer to Notes 7 and 11 to our Consolidated

| | |

| --- | --- |

We are involved in various ongoing proceedings, legal actions and claims arising in the normal course of our business, including proceedings related to product, labor, intellectual property and other matters.

| | | | | | |

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

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [removed: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [removed: | |]

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

| ☐ | [removed: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [removed: | |]

[removed: ][added: ]

[added: |] STRYKER CORPORATION [added: | | 2025 FORM 10-K |]

| Michigan | | | | | | [removed: | | | | | | | | | | | |] 38-1239739 | [removed: | |]

| (State of incorporation) | | | | | | [removed: | | | | | | | | | | | |] (I.R.S. Employer Identification No.) | [removed: | |]

| 1941 Stryker Way, | | [removed: | | | |] Portage, | | [removed: | | | |] Michigan | | [removed: | | | |] 49002 | [removed: | |]

| (Address of principal executive offices) | | | | | | [removed: | | | | | | | | | | | |] (Zip Code) | [removed: | |]

| | | | [removed: | | | | | |] (269) | [removed: | |] 385-2600 | | | [removed: | | | | | |]

| (Registrant’s telephone number, including area code) | | | | | | | [removed: | | | | | | | | | | | | | |]

| Securities registered pursuant to Section 12(b) of the Act: | | | [removed: | | | | | |]

| Title of each class | [removed: | |] Trading Symbol(s) | [removed: | |] Name of each exchange on which registered | [removed: | |]

| Common Stock, $.10 Par Value | [removed: | |] SYK | [removed: | |] New York Stock Exchange | [removed: | |]

| 2.125% Notes due 2027 | [removed: | |] SYK27 | [removed: | |] New York Stock Exchange | [removed: | |]

| 3.375% Notes due 2028 | [removed: | |] SYK28 | [removed: | |] New York Stock Exchange | [removed: | |]

| 0.750% Notes due 2029 | [removed: | |] SYK29 | [removed: | |] New York Stock Exchange | [removed: | |]

| 2.625% Notes due 2030 | [removed: | |] SYK30 | [removed: | |] New York Stock Exchange | [removed: | |]

| 1.000% Notes due 2031 | [removed: | |] SYK31 | [removed: | |] New York Stock Exchange | [removed: | |]

| 3.375% Notes due 2032 | [removed: | |] SYK32 | [removed: | |] New York Stock Exchange | [removed: | |]

| 3.625% Notes due 2036 | [removed: | |] SYK36 | [removed: | |] New York Stock Exchange | [removed: | |]

Securities registered pursuant to Section 12(g) of the [removed: Act: None][added: Act: None]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [removed: Act.][added: Act.Yes ☒ No ☐]

Yes [added: ☐No] ☒ [removed: No ☐]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the [removed: Act.][added: Act.Yes ☐ No ☒]

[removed: Indicate by check mark whether] the [removed: registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the] preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for [removed: the past 90 days.]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [removed: S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging [removed: growth company.]

See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the [removed: Exchange Act.]

| Large accelerated filer | [removed: | |] ☒ | [removed: | |] Accelerated filer | [removed: | |] ☐ | [removed: | |] Emerging growth company | [removed: | |] ☐ | [removed: | |]

| Non-accelerated filer | [removed: | |] ☐ | [removed: | |] Small reporting company | [removed: | |] ☐ | | | [removed: | | | | | |]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised [removed: financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.]

[removed: Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over] financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing [removed: reflect the correction of an error to previously issued financial statements.]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any [removed: of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).]

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately [removed: $123,147,898,554] [added: $144,306,436,547] at June 30, [removed: 2024.][added: 2025.]

[removed: There were 381,579,123] [added: 382,688,675] shares outstanding of the registrant’s common stock, $0.10 par value, on January 31, [removed: 2025.][added: 2026.]

Portions of the proxy statement to be filed with the U.S. Securities and Exchange Commission relating to the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the [removed: 2025 proxy statement) are incorporated by reference into Part III.][added: 2026]

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

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STRYKER CORPORATION

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during

the past 90 days.Yes ☒ No ☐

S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

growth company.

Exchange Act.

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

report.☒

reflect the correction of an error to previously issued financial statements.

of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

There were

proxy statement) are incorporated by reference into Part III.

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| Dollar amounts in millions except per share amounts or as otherwise specified. | 1 |

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Yes ☐ No ☒

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We review cybersecurity risk as part of our overall enterprise risk [removed: management program.]

[removed: This ensures that cybersecurity risk] management remains a top priority in our business strategy and [removed: operations.]

[removed: Primary management responsibility for assessing, monitoring and] managing our cybersecurity risks rests with our chief information [removed: security officer ("CISO").]

[removed: The CISO is regularly informed about recent developments in cybersecurity, including] potential threats and innovative risk management techniques.

The CISO implements and oversees processes for the regular [removed: monitoring of our information systems.]

[removed: We use various tools and] methodologies to manage cybersecurity risk that are tested [removed: regularly.]

[removed: We also engage third parties to] assess our cybersecurity maturity and risk management [removed: programs.]

[removed: This leadership committee meets quarterly to] ensure that we have input and oversight from critical [removed: stakeholders into our cybersecurity program and evolving issues.]

The CISO oversees a training and awareness program for [removed: employees to take part in protecting the Company against cybersecurity risks.]

[removed: We have implemented annual mandatory security education to help employees understand cybersecurity] risks and comply with our cybersecurity policies.

[removed: Additionally, we] provide frequent communications around pertinent cybersecurity [removed: topics and policies to all employees.]

cybersecurity and data protection training to employees in certain [removed: roles.]

[removed: As part of our cybersecurity risk management program, we also conduct cybersecurity and privacy assessments] on all third parties who integrate with Stryker’s data, network, [removed: systems and products.]

[removed: We use a combination of internal and] external tools to confirm that these third parties meet our security [removed: requirements.]

[removed: We] perform supplemental reviews as necessary, commensurate with [removed: the risk associated with each vendor.]

[removed: The cybersecurity and product security teams] routinely practice this plan with functions across the organization.

Cybersecurity risks are overseen by the full Board of Directors [removed: and the Audit Committee.]

[removed: The Audit Committee is central to the] Board of Directors’ oversight of cybersecurity risks and bears the [removed: primary responsibility for overseeing cybersecurity risk.]

[removed: The Audit Committee actively participates in strategic decisions related to] cybersecurity, offering guidance and approval for major [removed: cybersecurity initiatives.]

[removed: This involvement ensures that] cybersecurity considerations are integrated into our broader [removed: strategic objectives.]

Our CISO provides comprehensive updates to the Audit [removed: Committee quarterly and the full Board of Directors periodically.]

These briefings include a range of topics, [removed: including:]

- Metrics demonstrating company and industry-standard [removed: prevention of common threats; and]

- Regulatory changes impacting cybersecurity requirements [removed: and strategy.]

management program.

This ensures that cybersecurity risk

operations.

Primary management responsibility for assessing, monitoring and

security officer ("CISO").

Our current CISO has over 30 years of

experience in information technology and cybersecurity in the

United States military, retail and healthcare sectors and oversees

our team of cybersecurity professionals.

The CISO is regularly

informed about recent developments in cybersecurity, including

monitoring of our information systems.

We use various tools and

regularly.

We also monitor and evaluate our cybersecurity

posture and performance on an ongoing basis through regular

vulnerability scans, penetration tests and threat intelligence

feeds.

In addition, we engage third-party consultants to conduct

annual cybersecurity assessments and to conduct audits for

compliance with regulatory, Sarbanes-Oxley Act, Service

Organization Control Type 2 and International Organization for

Standardization standards.

We also engage third parties to

programs.

We use a cross-departmental approach to addressing

cybersecurity risk, with our cybersecurity, product security and

legal teams presenting quarterly on key topics to a committee of

leaders in technology, legal, finance, regulatory and corporate

affairs functions.

This leadership committee meets quarterly to

stakeholders into our cybersecurity program and evolving issues.

employees to take part in protecting the Company against

cybersecurity risks.

We have implemented annual mandatory

security education to help employees understand cybersecurity

Additionally, we

topics and policies to all employees.

roles.

As part of our cybersecurity risk management program, we also

Our current CISO has over 30 years of experience in information technology including over 20 years in cybersecurity and oversees a team of cybersecurity professionals with over 140 security, risk, and compliance certifications.

We also monitor and evaluate our cybersecurity posture and performance on an ongoing basis through regular vulnerability scans, penetration tests and threat intelligence feeds.

In addition, we engage third-party consultants to conduct annual cybersecurity assessments and to conduct audits for compliance with regulatory, Sarbanes-Oxley Act, Service Organization Control Type 2 and International Organization for Standardization standards.

We use a cross-departmental approach to addressing cybersecurity risk, with our cybersecurity, product security and legal teams presenting quarterly on key topics to a committee of leaders in finance, regulatory, and corporate affairs functions.

We leverage standard industry threat model and privacy impact assessment concepts to confirm that data minimization and adequate data protections are in place.

In the event of a cybersecurity incident, we have an incident response plan that includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.

We conduct tabletop exercises with senior management, during which we practice the procedures in place to ensure that potentially material cybersecurity risks and incidents are escalated to management and the Board of Directors where applicable.

The Board of Directors is aware of the critical nature of managing risks associated with cybersecurity threats and is actively engaged in our cybersecurity risk management strategy.

Although cybersecurity risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we face numerous and evolving cybersecurity threats in our business.

For more information about the cybersecurity risks we face, see the risk factor entitled "We, our business partners or our third-party vendors could experience a material failure or breach of a key information technology system, network, process or site" in Item 1A.

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We have approximately 27 company-owned and [removed: 297] [added: 306] leased [removed: locations worldwide including 45 manufacturing locations.]

[removed: We] believe that our properties are in good operating condition and [removed: adequate for the manufacture and distribution of our products.]

We do not anticipate difficulty in renewing existing leases as they [removed: expire or in finding alternative facilities.]

locations worldwide including 55 manufacturing locations.

We

adequate for the manufacture and distribution of our products.

expire or in finding alternative facilities.

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

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| STRYKER CORPORATION | | | | | | 2024 FORM 10-K | | |

| PART II | [removed: | |]

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| Dollar amounts in millions except per share amounts or as otherwise specified. | 13 |

| STRYKER CORPORATION | | 2025 FORM 10-K |

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Our common stock is traded on the New York Stock Exchange [removed: under the symbol SYK.]

Our Board of Directors considers payment of cash dividends at [removed: its quarterly meetings.]

[removed: On January 31, 2025 there were 2,510] shareholders of record of our common stock.

In the fourth quarter [removed: 2024] [added: 2025] we did not issue shares of our common [removed: stock as performance incentive awards to employees.]

[removed: When] issued, these shares are not registered under the Securities Act [removed: of 1933 based on the conclusion that the awards are not events of sale within the meaning of Section 2(a)(3) of the Act.]

The following graph compares our total returns (including [removed: reinvestment of dividends) against the Standard & Poor’s (S&P) 500 Index and the S&P 500 Health Care Index.]

[removed: The graph assumes $100 (not in millions) invested on December 31, 2019 in] our common stock and each of the indices.

[removed: ][added: ]

| Company / Index | [removed: | | 2019 | | |] 2020 | [removed: | |] 2021 | [removed: | |] 2022 | [removed: | |] 2023 | [removed: | |] 2024 | [removed: |] [added: 2025] |

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 13 | |] [added: 14] |

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

under the symbol SYK.

its quarterly meetings.

On January 31, 2026 there were 2,323

We did not repurchase any shares in the three months ended

December 31, 2025 and the total dollar value of shares that could

be acquired under our authorized repurchase program at

December 31, 2025 was $1,033.

stock as performance incentive awards to employees.

When

of 1933 based on the conclusion that the awards are not events

of sale within the meaning of Section 2(a)(3) of the Act.

reinvestment of dividends) against the Standard & Poor’s (S&P)

500 Index and the S&P 500 Health Care Index.

The graph

assumes $100 (not in millions) invested on December 31, 2020 in

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| Stryker Corporation | $100.00 | $110.22 | $102.05 | $126.33 | $153.30 | $151.03 |

| S&P 500 Index | $100.00 | $128.71 | $105.40 | $133.10 | $166.40 | $196.16 |

| S&P 500 Health Care Index | $100.00 | $126.13 | $123.67 | $126.21 | $129.46 | $148.36 |

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We did not repurchase any shares in the three months ended December 31, 2024 and the total dollar value of shares that could be acquired under our authorized repurchase program at December 31, 2024 was $1,033.

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| Stryker Corporation | | | $ | 100.00 | | $ | 118.17 | | $ | 130.25 | | $ | 120.59 | | $ | 149.29 | | $ | 181.15 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 118.40 | | $ | 152.39 | | $ | 124.79 | | $ | 157.59 | | $ | 197.02 | |

| S&P 500 Health Care Index | | | $ | 100.00 | | $ | 113.45 | | $ | 143.09 | | $ | 140.29 | | $ | 143.18 | | $ | 146.87 | |

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| Statement of Earnings Data | | [removed: | |] [added: 2025] | | 2024 | | [removed: | | | |] 2023 | | [removed: | | | |] 2022 | | [removed: | | | |] 2021 | [removed: | | | | | 2020 | | |]

| Net sales | | [removed: | | | | $ | 22,595 | | | | | $ | 20,498 | | | | | $ | 18,449 | | | | | $] [added: $25,116] | [removed: 17,108] | [added: $22,595] | | [added: $20,498] | | [removed: $] [added: $18,449] | [removed: 14,351] | [added: $17,108] |

| Cost of sales | | [removed: | |] [added: 9,051] | | 8,155 | | [removed: | | | |] 7,440 | | [removed: | | | |] 6,871 | | [removed: | | | |] 6,140 | [removed: | | | | | 5,294 | | |]

| Gross profit | | [removed: | | | | $ | 14,440 | | | | | $ | 13,058 | | | | | $ | 11,578 | | | | | $] [added: $16,065] | [removed: 10,968] | [added: $14,440] | | [added: $13,058] | | [removed: $] [added: $11,578] | [removed: 9,057] | [added: $10,968] |

| Research, development and engineering expenses | | [removed: | |] [added: 1,623] | | 1,466 | | [removed: | | | |] 1,388 | | [removed: | | | |] 1,454 | | [removed: | | | |] 1,235 | [removed: | | | | | 984 | | |]

| Selling, general and administrative expenses | | [removed: | |] [added: 8,651] | | 7,685 | | [removed: | | | |] 7,111 | | [removed: | | | |] 6,386 | | [removed: | | | |] 6,266 | [removed: | | | | | 5,163 | | |]

| Amortization of intangible assets | | [removed: | |] [added: 732] | | 623 | | [removed: | | | |] 635 | | [removed: | | | |] 627 | | [removed: | | | |] 619 | [removed: | | | | | 472 | | |]

| Goodwill and other impairments | | [removed: | |] [added: 170] | | 977 | | [removed: | | | |] 36 | | [removed: | | | |] 270 | | [removed: | | | |] 264 | [removed: | | | | | 215 | | |]

| Total operating expenses | | [removed: | | | | $ | 10,751 | | | | | $ | 9,170 | | | | | $ | 8,737 | | | | | $] [added: $11,176] | [removed: 8,384] | [added: $10,751] | | [added: $9,170] | | [removed: $] [added: $8,737] | [removed: 6,834] | [added: $8,384] |

| Operating income | | [removed: | | | | $ | 3,689 | | | | | $ | 3,888 | | | | | $ | 2,841 | | | | | $] [added: $4,889] | [removed: 2,584] | [added: $3,689] | | [added: $3,888] | | [removed: $] [added: $2,841] | [removed: 2,223] | [added: $2,584] |

| Earnings before income taxes | | [removed: | | | | $ | 3,492 | | | | | $ | 3,673 | | | | | $ | 2,683 | | | | | $] [added: $4,514] | [removed: 2,281] | [added: $3,492] | | [added: $3,673] | | [removed: $] [added: $2,683] | [removed: 1,954] | [added: $2,281] |

| Income taxes | | [removed: | |] [added: 1,268] | | 499 | | [removed: | | | |] 508 | | [removed: | | | |] 325 | | [removed: | | | |] 287 | [removed: | | | | | 355 | | |]

| Net earnings | | [removed: | | | | $ | 2,993 | | | | | $ | 3,165 | | | | | $ | 2,358 | | | | | $] [added: $3,246] | [removed: 1,994] | [added: $2,993] | | [added: $3,165] | | [removed: $] [added: $2,358] | [removed: 1,599] | [added: $1,994] |

| Net earnings per share of common stock: | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | |]

| Balance Sheet Data | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | |]

| Cash, cash equivalents and current marketable securities | | [removed: | | | | $ | 3,743 | | | | | $ | 3,053 | | | | | $ | 1,928 | | | | | $] [added: $4,100] | [removed: 3,019] | [added: $3,743] | | [added: $3,053] | | [removed: $] [added: $1,928] | [removed: 3,024] | [added: $3,019] |

| Accounts receivable, net | | [removed: | |] [added: 4,039] | | 3,987 | | [removed: | | | |] 3,765 | | [removed: | | | |] 3,565 | | [removed: | | | |] 3,022 | [removed: | | | | | 2,701 | | |]

| Inventories | | [removed: | |] [added: 5,310] | | 4,774 | | [removed: | | | |] 4,843 | | [removed: | | | |] 3,995 | | [removed: | | | |] 3,314 | [removed: | | | | | 3,494 | | |]

| Property, plant and equipment, net | | [removed: | |] [added: 3,876] | | 3,448 | | [removed: | | | |] 3,215 | | [removed: | | | |] 2,970 | | [removed: | | | |] 2,833 | [removed: | | | | | 2,752 | | |]

| Total assets | | [removed: | | | | $ | 42,971 | | | | | $ | 39,912 | | | | | $ | 36,884 | | | | | $] [added: $47,844] | [removed: 34,631] | [added: $42,971] | | [added: $39,912] | | [removed: $] [added: $36,884] | [removed: 34,330] | [added: $34,631] |

| Accounts payable | | [removed: | |] [added: 1,799] | | 1,679 | | [removed: | | | |] 1,517 | | [removed: | | | |] 1,413 | | [removed: | | | |] 1,129 | [removed: | | | | | 810 | | |]

| Total debt | | [removed: | |] [added: 15,859] | | 13,597 | | [removed: | | | |] 12,995 | | [removed: | | | |] 13,048 | | [removed: | | | |] 12,479 | [removed: | | | | | 13,991 | | |]

| Shareholders’ equity | | [removed: | | | | $ | 20,634 | | | | | $ | 18,593 | | | | | $ | 16,616 | | | | | $] [added: $22,420] | [removed: 14,877] | [added: $20,634] | | [added: $18,593] | | [removed: $] [added: $16,616] | [removed: 13,084] | [added: $14,877] |

| Cash Flow Data | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | |]

| Net cash provided by operating activities | | [removed: | | | | $ | 4,242 | | | | | $ | 3,711 | | | | | $ | 2,624 | | | | | $] [added: $5,044] | [removed: 3,263] | [added: $4,242] | | [added: $3,711] | | [removed: $] [added: $2,624] | [removed: 3,277] | [added: $3,263] |

| Purchases of property, plant and equipment | | [removed: | |] [added: 761] | | 755 | | [removed: | | | |] 575 | | [removed: | | | |] 588 | | [removed: | | | |] 525 | [removed: | | | | | 487 | | |]

| Depreciation | | [removed: | |] [added: 461] | | 427 | | [removed: | | | |] 393 | | [removed: | | | |] 371 | | [removed: | | | |] 371 | [removed: | | | | | 340 | | |]

| Acquisitions, net of cash acquired | | [removed: | |] [added: 4,960] | | 1,628 | | [removed: | | | |] 390 | | [removed: | | | |] 2,563 | | [removed: | | | |] 339 | [removed: | | | | | 4,222 | | |]

| Payments of dividends | | [removed: | |] [added: 1,284] | | 1,219 | | [removed: | | | |] 1,139 | | [removed: | | | |] 1,051 | | [removed: | | | |] 950 | [removed: | | | | | 863 | | |]

| Other Data | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | |]

| Number of shareholders of record | | [removed: | |] [added: 2,334] | | 2,520 | | [removed: | | | |] 2,518 | | [removed: | | | |] 2,533 | | [removed: | | | |] 2,551 | [removed: | | | | | 2,597 | | |]

| Approximate number of employees | | [removed: | |] [added: 56,000] | | 53,000 | | [removed: | | | |] 52,000 | | [removed: | | | |] 51,000 | | [removed: | | | |] 46,000 | [removed: | | | | | 43,000 | | |]

| Dollar amounts in millions except per share amounts or as otherwise specified. | [removed: | | 14 | |] [added: 15] |

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

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| Interest expense | | (607) | | (409) | | (363) | | (341) | | (354) |

| Other income | | 232 | | 212 | | 148 | | 183 | | 51 |

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

| Basic | | $8.49 | | $7.86 | | $8.34 | | $6.23 | | $5.29 |

| Diluted | | $8.40 | | $7.76 | | $8.25 | | $6.17 | | $5.21 |

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

| Dividends declared per share of common stock | | $3.400 | | $3.240 | | $3.050 | | $2.835 | | $2.585 |

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| Amortization of intangible assets | | 732 | | 623 | | 635 | | 627 | | 619 |

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| Other income (expense), net | | | | | | (197) | | | | | | (215) | | | | | | (158) | | | | | | (303) | | | | | | (269) | | |

| Basic | | | | | | $ | 7.86 | | | | | $ | 8.34 | | | | | $ | 6.23 | | | | | $ | 5.29 | | | | | $ | 4.26 | |

| Diluted | | | | | | $ | 7.76 | | | | | $ | 8.25 | | | | | $ | 6.17 | | | | | $ | 5.21 | | | | | $ | 4.20 | |

| Dividends declared per share of common stock | | | | | | $ | 3.240 | | | | | $ | 3.050 | | | | | $ | 2.835 | | | | | $ | 2.585 | | | | | $ | 2.355 | |

| Repurchase of common stock | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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

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

[removed: Our responsibility is to express an opinion on the] Company’s financial statements based on our audits.

[removed: We are a public accounting firm registered with the PCAOB and are required to be] independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations [removed: of the Securities and Exchange Commission and the PCAOB.]

[removed: Those standards require that we plan and perform the audit] to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to [removed: error or fraud, and performing procedures that respond to those risks.]

Such procedures included examining, on a test basis, evidence [removed: regarding the amounts and disclosures in the financial statements.]

[removed: Our audits also included evaluating the accounting principles used] and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

[removed: We believe] that our audits provide a reasonable basis for our opinion.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.][added: were]

[removed: The communication of the critical] audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by [removed: communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.]

| | [removed: | |] Uncertain Tax Positions | [removed: | |]

| *How [removed: We Addressed the] [added: We* *Addressed* *the] Matter [removed: in Our] [added: in* *Our] Audit* | [removed: | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s identification of uncertain tax positions and its application of the recognition and measurement principles, including management’s review of [removed: the inputs and calculations of unrecognized income] [added: developments related to existing uncertain] tax [removed: benefits when recorded.] [added: positions.] Our audit procedures [removed: to test the Company’s uncertain tax positions] included, among others, [removed: involvement of our tax professionals, including transfer pricing professionals. This included] evaluating [removed: third-party transfer pricing studies obtained by] the [added: assumptions the] Company [added: used to assess its uncertain tax positions] and [removed: assessing the Company’s correspondence with the relevant] [added: related unrecognized] tax [removed: authorities.] [added: benefits.] We [removed: analyzed] [added: evaluated evidence of management’s assessment of] the [removed: Company’s assumptions and data used] [added: uncertain tax positions related] to [removed: determine the amount] [added: certain German tax matters. Including inspection] of [added: technical memos, inspection of the FCTO] tax [removed: benefit to recognize] [added: assessments,] and [removed: tested the accuracy] [added: written representations] of [removed: the calculations. Our testing also included the] [added: management. We involved professionals with specialized skill and knowledge to assist in our] evaluation of the [removed: ongoing positions and consideration] [added: tax technical merits] of [removed: changes,] the [removed: recording] [added: Company’s assessments, the amount] of [removed: penalties and interest and] the [removed: ultimate settlement] [added: potential benefits to be realized,] and [removed: payment] [added: the application] of [removed: certain] [added: relevant] tax [removed: matters.] [added: law.] We also [removed: evaluated the adequacy of] [added: assessed] the Company’s disclosures [added: of uncertain tax positions] included in Note 11 related to [removed: these] [added: this] tax [removed: matters. | |] [added: matter.] |

| STRYKER CORPORATION | | [removed: | | | | 2024 FORM] [added: 2025 FORM] 10-K | [removed: | |]

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

| Net sales | [removed: | | $ | 22,595 | | | | | $ | 20,498 | | |] [added: $25,116] | | [removed: $] [added: $22,595] | [removed: 18,449] | [added: $20,498] |

| Cost of sales | [added: 9,051] | | 8,155 | | [removed: | | | |] 7,440 | [removed: | | | | | 6,871 | | |]

| Gross profit | [removed: | | $ | 14,440 | | | | | $ | 13,058 | | |] [added: $16,065] | | [removed: $] [added: $14,440] | [removed: 11,578] | [added: $13,058] |

| Research, development and engineering expenses | [added: 1,623] | | 1,466 | | [removed: | | | |] 1,388 | [removed: | | | | | 1,454 | | |]

| Selling, general and administrative expenses | [added: 8,651] | | 7,685 | | [removed: | | | |] 7,111 | [removed: | | | | | 6,386 | | |]

| Amortization of intangible assets | [added: 732] | | 623 | | [removed: | | | |] 635 | [removed: | | | | | 627 | | |]

| Goodwill and other impairments | [added: 170] | | 977 | | [removed: | | | |] 36 | [removed: | | | | | 270 | | |]

| Total operating expenses | [removed: | | $ | 10,751 | | | | | $ | 9,170 | | |] [added: $11,176] | | [removed: $] [added: $10,751] | [removed: 8,737] | [added: $9,170] |

| Operating income | [removed: | | $ | 3,689 | | | | | $ | 3,888 | | |] [added: $4,889] | | [removed: $] [added: $3,689] | [removed: 2,841] | [added: $3,888] |

| Earnings before income taxes | [removed: | | $ | 3,492 | | | | | $ | 3,673 | | |] [added: $4,514] | | [removed: $] [added: $3,492] | [removed: 2,683] | [added: $3,673] |

| Income taxes | [added: 1,268] | | 499 | | [removed: | | | |] 508 | [removed: | | | | | 325 | | |]

| Net earnings | [removed: | | $ | 2,993 | | | | | $ | 3,165 | | |] [added: $3,246] | | [removed: $] [added: $2,993] | [removed: 2,358] | [added: $3,165] |

| Net earnings per share of common stock: | | | | | | [removed: | | | | | | | | | | | |]

| Weighted-average shares outstanding (in millions): | | | | | | [removed: | | | | | | | | | | | |]

| Basic | [added: 382.2] | | 381.0 | | [removed: | | | |] 379.6 | [removed: | | | | | 378.2 | | |]

| Effect of dilutive employee stock compensation | [added: 4.3] | | 4.6 | | [removed: | | | |] 4.1 | [removed: | | | | | 4.0 | | |]

| Diluted | [added: 386.5] | | 385.6 | | [removed: | | | |] 383.7 | [removed: | | | | | 382.2 | | |]

| Other comprehensive income (loss), net of tax | | | | | | [removed: | | | | | | | | | | | |]

| Marketable securities | [removed: | |] — | | [removed: | |] [added: —] | | 1 | [removed: | | | | | (1) | | |]

| Pension plans | [added: 66] | | 32 | | [removed: | | | |] (59) | [removed: | | | | | 186 | | |]

| Unrealized gains (losses) on designated hedges | [added: 11] | | (8) | | [removed: | | | |] (13) | [removed: | | | | | 12 | | |]

| Financial statement translation | [added: (471)] | | 99 | | [removed: | | | |] (124) | [removed: | | | | | 113 | | |]

| Total other comprehensive income (loss), net of tax | [removed: | | $ | 123 | | | | | $ | (195) | | |] [added: $(394)] | | [removed: $] [added: $123] | [removed: 310] | [added: $(195)] |

| Comprehensive income | [removed: | | $ | 3,116 | | | | | $ | 2,970 | | |] [added: $2,852] | | [removed: $] [added: $3,116] | [removed: 2,668] | [added: $2,970] |

We have audited the accompanying consolidated balance sheets of Stryker Corporation and subsidiaries (the Company) as of

December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash

in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results

accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our

report dated February 11, 2026 expressed an unqualified opinion thereon.

Our responsibility is to express an opinion on the

We are a public accounting firm registered with the PCAOB and are required to be

of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the audit

error or fraud, and performing procedures that respond to those risks.

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used

We believe

communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to

the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical

communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

| | |

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| *Description* *of the Matter* | As described in Note 11 to the consolidated financial statements, the Company is involved in various income tax matters for which the ultimate outcomes are uncertain. As of December 31, 2025, the Company had unrecognized tax benefits of $403. The Company received a final audit report and assessments from the German Federal Central Tax Office (FCTO) related to the years 2010 through 2017 of $754 and expect to receive additional assessments of $11 based on the final audit report. Auditing management’s evaluation of the uncertain tax positions associated with the FCTO tax assessments was especially challenging due to the level of subjectivity and significant judgment associated with the recognition and measurement of the tax positions. |

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| | 26 |

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| | Acquisitions |

| *Description* *of the Matter* | As described in Note 6 to the consolidated financial statements, in 2025 the Company completed the acquisition of Inari Medical, Inc. (Inari) for total consideration of $4,810, net of cash acquired. The acquisition was accounted for as a business combination. Auditing the Company’s fair value measurement of certain acquired developed technologies was complex and required significant auditor judgment due to the significant estimation uncertainty in determining the fair value of these intangible assets. The Company used an income approach to measure the developed technology intangible assets acquired. The significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth rates and profit margins. |

| *How We* *Addressed* *the Matter in* *Our Audit* | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the identification and measurement of developed technologies. For example, we tested controls over the valuation of intangibles, including the valuation models and underlying assumptions used to develop such estimates. To test the fair value measurement of developed technologies, we performed audit procedures that included, among others, evaluating the Company's use of the income approach and testing the significant assumptions used in the model, as described above. We involved our valuation specialists in assisting with the evaluation of methodologies used by the Company and significant assumptions included in the fair value measurements. For example, to evaluate the revenue growth rates and projected profit margins, we compared the amounts to historical results of the Company’s business, as well as the acquired business’ historical results, and current industry and market trends for those in which the Company operates and performed sensitivity analyses on key assumptions. We also evaluated the adequacy of the Company’s disclosures included in Note 6 related to these acquisitions. |

February 11, 2026

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