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 CORPORATION | 2025 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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