A Dark Vector Cognition product

Item 9A. CONTROLS AND PROCEDURES.

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Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

Executive Officer and Chief Financial Officer (the Certifying

Officers), evaluated the effectiveness of the Company’s

disclosure controls and procedures (as defined in Rules

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

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

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

Officers concluded that the Company’s disclosure controls and

procedures were effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial

reporting during the fourth quarter of 2025 that materially

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

control over financial reporting.

Management's Report on Internal Control Over Financial

Reporting

The Company's management is responsible for establishing and

maintaining adequate internal control over financial reporting, as

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

Company's internal control over financial reporting was designed

to provide reasonable assurance to the Company's management

and Board of Directors regarding the reliability of financial

reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting

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

pertain to the maintenance of records that in reasonable detail

accurately and fairly reflect the transactions and dispositions of

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

that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

Company are being made only in accordance with authorizations

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

reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of the Company's

assets that could have a material effect on the financial

statements.

The Company's management assessed the effectiveness of our

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

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

Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control—Integrated Framework (2013).

We have excluded from our assessment the operations and

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

December 31, 2025 Inari represented approximately 10% of our

total assets, including the goodwill and intangible assets recorded

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

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

on its assessment, management concluded that our internal

control over financial reporting was effective as of December 31,

Stryker’s independent registered public accounting firm has

issued an audit report on their assessment of the effectiveness of

the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Stryker

Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Stryker Corporation and subsidiaries’ internal

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

on criteria established in Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the

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

our opinion, Stryker Corporation and subsidiaries (the Company)

maintained, in all material respects, effective internal control over

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

criteria.

As indicated in the accompanying Management’s Annual Report

on Internal Control Over Financial Reporting, management’s

assessment of and conclusion on the effectiveness of internal

control over financial reporting did not include the internal

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

consolidated financial statements of the Company and

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

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

control over financial reporting of the Company also did not

include an evaluation of the internal control over financial

reporting of Inari.

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

Public Company Accounting Oversight Board (United States)

(PCAOB), the 2025 consolidated financial statements of the

Company and our report dated February 11, 2026 expressed an

unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial

reporting included in the accompanying Management’s Report on

Internal Control Over Financial Reporting. Our responsibility is to

express an opinion on the Company’s internal control over

financial reporting based on our audit. We are a public

accounting firm registered with the PCAOB and are required to

be independent with respect to the Company in accordance with

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

regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audit in accordance with the standards of the

PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control

over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and

performing such other procedures as we considered necessary in

the circumstances. We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial

Reporting

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

designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over

financial reporting includes those policies and procedures that (1)

Dollar amounts in millions except per share amounts or as otherwise specified.46
STRYKER CORPORATION2025 FORM 10-K

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

accurately and fairly reflect the transactions and dispositions of

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

that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations

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

reasonable assurance regarding prevention or timely detection of

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

assets that could have a material effect on the financial

statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Grand Rapids, Michigan

February 11, 2026

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