Stryker (NYSE: SYK) grows 2025 sales to $25.1B and boosts earnings
Stryker Corporation reports strong 2025 growth as a global medical technology leader. Net sales reached $25.1 billion, up from $22.6 billion in 2024, led by MedSurg and Neurotechnology at $15.6 billion and Orthopaedics at $9.5 billion. Net earnings were $3.25 billion, or $8.40 diluted EPS.
The company completed roughly $5.0 billion of acquisitions, including Inari Medical, expanding its Vascular portfolio for venous thromboembolism treatment. Stryker invested $1.62 billion in research, development and engineering and ended the year with $4.10 billion in cash and equivalents and $15.9 billion of total debt.
Stryker issued new senior notes totaling $3.0 billion and expanded its revolving credit facility to $3.0 billion maturing in 2030. The company paid $1.28 billion in dividends and employed about 56,000 people worldwide as of December 31, 2025.
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Insights
Solid top-line growth and active M&A, funded with higher debt, keep risk–reward balanced.
Stryker delivered 2025 net sales of
Growth is supported by targeted acquisitions, notably Inari Medical, and heavy R&D spending of
On the balance sheet, total debt rose to
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

(State of incorporation) | (I.R.S. Employer Identification No.) | |||||
(Address of principal executive offices) | (Zip Code) | |||||
(Registrant’s telephone number, including area code) | ||||||
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
☒ | Accelerated filer | ☐ | Emerging growth company | ||
Non-accelerated filer | ☐ | Small reporting company |
STRYKER CORPORATION | 2025 FORM 10-K |
PART I | ||
Item 1. | Business | 1 |
Item 1A. | Risk Factors | 5 |
Item 1B. | Unresolved Staff Comments | 12 |
Item 1C. | Cybersecurity | 12 |
Item 2. | Properties | 12 |
Item 3. | Legal Proceedings | 12 |
Item 4. | Mine Safety Disclosures | 12 |
PART II | ||
Item 5. | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 13 |
Item 6. | Selected Financial Data | 14 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 24 |
Item 8. | Financial Statements and Supplementary Data | 25 |
Report of Independent Registered Public Accounting Firm (PCAOB ID: | 25 | |
Consolidated Statements of Earnings | 27 | |
Consolidated Statements of Comprehensive Income | 27 | |
Consolidated Balance Sheets | 28 | |
Consolidated Statements of Shareholders’ Equity | 29 | |
Consolidated Statements of Cash Flows | 30 | |
Notes to Consolidated Financial Statements | 31 | |
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 45 |
Item 9A. | Controls and Procedures | 45 |
Item 9B. | Other Information | 46 |
Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 46 |
PART III | ||
Item 10. | Directors, Executive Officers and Corporate Governance | 46 |
Item 11. | Executive Compensation | 46 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 46 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 46 |
Item 14. | Principal Accountant Fees and Services | 47 |
PART IV | ||
Item 15. | Exhibits, Financial Statement Schedules | 48 |
Item 16. | Form 10-K Summary | 51 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 1 |
STRYKER CORPORATION | 2025 FORM 10-K |
PART I |
ITEM 1. | BUSINESS. |

Net Sales by Reportable Segment | ||||||||
2025 | 2024 | 2023 | ||||||
MedSurg and Neurotechnology | $15,647 | 62% | $13,518 | 60% | $12,163 | 59% | ||
Orthopaedics | 9,469 | 38 | 9,077 | 40 | 8,335 | 41 | ||
Total | $25,116 | 100% | $22,595 | 100% | $20,498 | 100% | ||
Composition of MedSurg and Neurotechnology Net Sales | ||||||||
2025 | 2024 | 2023 | ||||||
Instruments | $3,183 | 20% | $2,834 | 21% | $2,534 | 21% | ||
Endoscopy | 3,807 | 24 | 3,389 | 25 | 3,068 | 25 | ||
Medical | 4,204 | 27 | 3,852 | 28 | 3,459 | 28 | ||
Vascular | 1,968 | 13 | 1,307 | 10 | 1,226 | 11 | ||
Neuro Cranial | 2,485 | 16 | 2,136 | 16 | 1,876 | 15 | ||
Total | $15,647 | 100% | $13,518 | 100% | $12,163 | 100% | ||
Dollar amounts in millions except per share amounts or as otherwise specified. | 2 |
STRYKER CORPORATION | 2025 FORM 10-K |
Composition of Orthopaedics Net Sales | ||||||||
2025 | 2024 | 2023 | ||||||
Knees | $2,656 | 28% | $2,447 | 27% | $2,273 | 27% | ||
Hips | 1,865 | 20 | 1,704 | 19 | 1,544 | 18 | ||
Trauma and Extremities | 3,948 | 42 | 3,507 | 39 | 3,147 | 38 | ||
Spinal Implants | 185 | 2 | 707 | 8 | 713 | 9 | ||
Other | 815 | 9 | 712 | 8 | 658 | 8 | ||
Total | $9,469 | 100% | $9,077 | 100% | $8,335 | 100% | ||
Dollar amounts in millions except per share amounts or as otherwise specified. | 3 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 4 |
STRYKER CORPORATION | 2025 FORM 10-K |
As of January 31, 2026 | |||
Name | Age | Title | First Became an Executive Officer |
Kevin A. Lobo | 60 | Chair and Chief Executive Officer | 2011 |
William E. Berry Jr. | 60 | Vice President, Chief Accounting Officer | 2014 |
Dylan B. Crotty | 49 | Group President, Orthopaedics | 2026 |
M. Kathryn Fink | 56 | Vice President, Chief Human Resources Officer | 2016 |
Robert S. Fletcher | 55 | Vice President, Chief Legal Officer | 2019 |
Debra King | 54 | Vice President, Chief Digital and Information Officer | 2025 |
Viju S. Menon | 58 | Group President, Global Quality and Operations | 2018 |
Kimberly A. Montagnino | 38 | Vice President, Chief Communications Officer | 2025 |
J. Andrew Pierce | 52 | Group President, MedSurg and Neurotechnology | 2021 |
Spencer S. Stiles | 49 | President and Chief Operating Officer | 2021 |
Preston W. Wells | 49 | Vice President, Chief Financial Officer | 2025 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 5 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 1A. | RISK FACTORS. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 6 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 7 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 8 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 9 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 10 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 11 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 12 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
ITEM 1C. | CYBERSECURITY. |
ITEM 2. | PROPERTIES. |
ITEM 3. | LEGAL PROCEEDINGS. |
ITEM 4. | MINE SAFETY DISCLOSURES. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 13 |
STRYKER CORPORATION | 2025 FORM 10-K |
PART II |
ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |

Company / Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
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 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 14 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 6. | SELECTED FINANCIAL DATA. |
Statement of Earnings Data | 2025 | 2024 | 2023 | 2022 | 2021 | |||||
Net sales | $25,116 | $22,595 | $20,498 | $18,449 | $17,108 | |||||
Cost of sales | 9,051 | 8,155 | 7,440 | 6,871 | 6,140 | |||||
Gross profit | $16,065 | $14,440 | $13,058 | $11,578 | $10,968 | |||||
Research, development and engineering expenses | 1,623 | 1,466 | 1,388 | 1,454 | 1,235 | |||||
Selling, general and administrative expenses | 8,651 | 7,685 | 7,111 | 6,386 | 6,266 | |||||
Amortization of intangible assets | 732 | 623 | 635 | 627 | 619 | |||||
Goodwill and other impairments | 170 | 977 | 36 | 270 | 264 | |||||
Total operating expenses | $11,176 | $10,751 | $9,170 | $8,737 | $8,384 | |||||
Operating income | $4,889 | $3,689 | $3,888 | $2,841 | $2,584 | |||||
Interest expense | (607) | (409) | (363) | (341) | (354) | |||||
Other income | 232 | 212 | 148 | 183 | 51 | |||||
Earnings before income taxes | $4,514 | $3,492 | $3,673 | $2,683 | $2,281 | |||||
Income taxes | 1,268 | 499 | 508 | 325 | 287 | |||||
Net earnings | $3,246 | $2,993 | $3,165 | $2,358 | $1,994 | |||||
Net earnings per share of common stock: | ||||||||||
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 | |||||
Balance Sheet Data | ||||||||||
Cash, cash equivalents and current marketable securities | $4,100 | $3,743 | $3,053 | $1,928 | $3,019 | |||||
Accounts receivable, net | 4,039 | 3,987 | 3,765 | 3,565 | 3,022 | |||||
Inventories | 5,310 | 4,774 | 4,843 | 3,995 | 3,314 | |||||
Property, plant and equipment, net | 3,876 | 3,448 | 3,215 | 2,970 | 2,833 | |||||
Total assets | $47,844 | $42,971 | $39,912 | $36,884 | $34,631 | |||||
Accounts payable | 1,799 | 1,679 | 1,517 | 1,413 | 1,129 | |||||
Total debt | 15,859 | 13,597 | 12,995 | 13,048 | 12,479 | |||||
Shareholders’ equity | $22,420 | $20,634 | $18,593 | $16,616 | $14,877 | |||||
Cash Flow Data | ||||||||||
Net cash provided by operating activities | $5,044 | $4,242 | $3,711 | $2,624 | $3,263 | |||||
Purchases of property, plant and equipment | 761 | 755 | 575 | 588 | 525 | |||||
Depreciation | 461 | 427 | 393 | 371 | 371 | |||||
Acquisitions, net of cash acquired | 4,960 | 1,628 | 390 | 2,563 | 339 | |||||
Amortization of intangible assets | 732 | 623 | 635 | 627 | 619 | |||||
Payments of dividends | 1,284 | 1,219 | 1,139 | 1,051 | 950 | |||||
Other Data | ||||||||||
Number of shareholders of record | 2,334 | 2,520 | 2,518 | 2,533 | 2,551 | |||||
Approximate number of employees | 56,000 | 53,000 | 52,000 | 51,000 | 46,000 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 15 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 16 |
STRYKER CORPORATION | 2025 FORM 10-K |
Percent Net Sales | Percentage Change | ||||||||||||||
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||
Net sales | $25,116 | $22,595 | $20,498 | 100.0% | 100.0% | 100.0% | 11.2% | 10.2% | |||||||
Gross profit | 16,065 | 14,440 | 13,058 | 64.0 | 63.9 | 63.7 | 11.3 | 10.6 | |||||||
Research, development and engineering expenses | 1,623 | 1,466 | 1,388 | 6.5 | 6.5 | 6.8 | 10.7 | 5.6 | |||||||
Selling, general and administrative expenses | 8,651 | 7,685 | 7,111 | 34.4 | 34.0 | 34.7 | 12.6 | 8.1 | |||||||
Amortization of intangible assets | 732 | 623 | 635 | 2.9 | 2.8 | 3.1 | 17.5 | (1.9) | |||||||
Goodwill and other impairments | 170 | 977 | 36 | 0.7 | 4.3 | 0.2 | nm | nm | |||||||
Interest expense | (607) | (409) | (363) | (2.4) | (1.8) | (1.8) | 48.4 | 12.7 | |||||||
Other income | 232 | 212 | 148 | 0.9 | 0.9 | 0.8 | 9.4 | 43.2 | |||||||
Income taxes | 1,268 | 499 | 508 | nm | nm | nm | 154.1 | (1.8) | |||||||
Net earnings | $3,246 | $2,993 | $3,165 | 12.9% | 13.2% | 15.4% | 8.5% | (5.4)% | |||||||
Net earnings per diluted share | $8.40 | $7.76 | $8.25 | 8.2% | (5.9)% | ||||||||||
Adjusted net earnings per diluted share(1) | $13.63 | $12.19 | $10.60 | 11.8% | 15.0% | ||||||||||
Geographic and Segment Net Sales | Percentage Change | ||||||||||
2025 vs. 2024 | 2024 vs. 2023 | ||||||||||
2025 | 2024 | 2023 | As Reported | Constant Currency | As Reported | Constant Currency | |||||
Geographic: | |||||||||||
United States | $19,006 | $16,943 | $15,257 | 12.2% | 12.2% | 11.0% | 11.0% | ||||
International | 6,110 | 5,652 | 5,241 | 8.1 | 6.4 | 7.9 | 9.8 | ||||
Total | $25,116 | $22,595 | $20,498 | 11.2% | 10.7% | 10.2% | 10.7% | ||||
Segment: | |||||||||||
MedSurg and Neurotechnology | $15,647 | $13,518 | $12,163 | 15.7% | 15.4% | 11.1% | 11.6% | ||||
Orthopaedics | 9,469 | 9,077 | 8,335 | 4.3 | 3.8 | 8.9 | 9.4 | ||||
Total | $25,116 | $22,595 | $20,498 | 11.2% | 10.7% | 10.2% | 10.7% | ||||
Supplemental Net Sales Growth Information | |||||||||||||||||||||
Percentage Change | |||||||||||||||||||||
2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||||||
United States | International | United States | International | ||||||||||||||||||
2025 | 2024 | 2023 | As Reported | Constant Currency | As Reported | As Reported | Constant Currency | As Reported | Constant Currency | As Reported | As Reported | Constant Currency | |||||||||
MedSurg and Neurotechnology: | |||||||||||||||||||||
Instruments | $3,183 | $2,834 | $2,534 | 12.3% | 11.9% | 13.0% | 9.5% | 7.5% | 11.9% | 12.1% | 12.5% | 9.5% | 10.6% | ||||||||
Endoscopy | 3,807 | 3,389 | 3,068 | 12.3 | 12.3 | 12.2 | 12.8 | 12.4 | 10.5 | 11.0 | 11.1 | 7.7 | 10.7 | ||||||||
Medical | 4,204 | 3,852 | 3,459 | 9.1 | 8.8 | 10.0 | 4.8 | 2.8 | 11.4 | 11.7 | 14.6 | (2.0) | (0.3) | ||||||||
Vascular | 1,968 | 1,307 | 1,226 | 50.6 | 50.0 | 107.5 | 14.8 | 13.4 | 6.6 | 8.2 | 4.7 | 7.9 | 10.5 | ||||||||
Neuro Cranial | 2,485 | 2,136 | 1,876 | 16.3 | 15.9 | 16.5 | 15.5 | 13.1 | 13.9 | 14.1 | 15.0 | 8.7 | 10.2 | ||||||||
$15,647 | $13,518 | $12,163 | 15.7% | 15.4% | 17.0% | 11.3% | 9.7% | 11.1% | 11.6% | 12.7% | 5.9% | 7.9% | |||||||||
Orthopaedics: | |||||||||||||||||||||
Knees | $2,656 | $2,447 | $2,273 | 8.5% | 8.2% | 7.6% | 11.0% | 9.7% | 7.6% | 8.2% | 6.7% | 10.4% | 12.2% | ||||||||
Hips | 1,865 | 1,704 | 1,544 | 9.5 | 8.9 | 7.4 | 12.9 | 11.2 | 10.3 | 11.3 | 7.2 | 15.9 | 18.4 | ||||||||
Trauma and Extremities | 3,948 | 3,507 | 3,147 | 12.6 | 11.8 | 13.1 | 11.0 | 8.2 | 11.4 | 11.6 | 12.6 | 8.3 | 9.1 | ||||||||
Other | 815 | 712 | 658 | 14.5 | 14.0 | 18.2 | 5.3 | 3.6 | 8.1 | 9.6 | 7.3 | 10.1 | 15.4 | ||||||||
9,284 | 8,370 | 7,622 | 10.9% | 10.3% | 10.9% | 11.0% | 9.0% | 9.8% | 10.4% | 9.3% | 10.9% | 12.8% | |||||||||
Spinal Implants | 185 | 707 | 713 | (73.9) | (73.9) | (76.0) | (69.3) | (69.2) | (0.7) | (0.3) | (2.1) | 2.5 | 3.8 | ||||||||
$9,469 | $9,077 | $8,335 | 4.3% | 3.8% | 4.3% | 4.4% | 2.6% | 8.9% | 9.4% | 8.4% | 10.2% | 12.0% | |||||||||
Total | $25,116 | $22,595 | $20,498 | 11.2% | 10.7% | 12.2% | 8.1% | 6.4% | 10.2% | 10.7% | 11.0% | 7.9% | 9.8% | ||||||||
Dollar amounts in millions except per share amounts or as otherwise specified. | 17 |
STRYKER CORPORATION | 2025 FORM 10-K |
Gross Profit Percent Net Sales | |
2023 | 63.7% |
Sales pricing | 40 bps |
Volume and mix | 60 bps |
Manufacturing and supply chain costs | (40) bps |
Inventory stepped up to fair value | (20) bps |
Structural optimization and other special charges | (20) bps |
2024 | 63.9% |
Sales pricing | 10 bps |
Volume and mix | 70 bps |
Manufacturing and supply chain costs | 0 bps |
Inventory stepped up to fair value | (60) bps |
Structural optimization and other special charges | (10) bps |
2025 | 64.0% |
Dollar amounts in millions except per share amounts or as otherwise specified. | 18 |
STRYKER CORPORATION | 2025 FORM 10-K |
Operating Income Percent Net Sales | ||
MedSurg and Neurotechnology | Orthopaedics | |
2023 | 28.5% | 27.2% |
Sales pricing | 70 bps | 0 bps |
Volume | 40 bps | 70 bps |
Manufacturing and supply chain costs | (40) bps | (20) bps |
Research, development and engineering expenses | 0 bps | 10 bps |
Selling, general and administrative expenses | 40 bps | 70 bps |
2024 | 29.6% | 28.5% |
Sales pricing | 30 bps | 0 bps |
Volume | 90 bps | 30 bps |
Manufacturing and supply chain costs | 80 bps | (90) bps |
Research, development and engineering expenses | (30) bps | 50 bps |
Selling, general and administrative expenses | (140) bps | 140 bps |
2025 | 29.9% | 29.8% |
Dollar amounts in millions except per share amounts or as otherwise specified. | 19 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 20 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Income Taxes | Net Earnings | Effective Tax Rate | Diluted EPS |
Reported | $16,065 | $8,651 | $1,623 | $4,889 | $(375) | $1,268 | $3,246 | 28.1% | $8.40 |
Acquisition and integration-related costs: | |||||||||
Inventory stepped-up to fair value | 173 | — | — | 173 | — | 42 | 131 | 0.3 | 0.34 |
Other acquisition and integration-related (a) | 24 | (296) | (15) | 335 | — | 36 | 299 | (0.3) | 0.78 |
Amortization of purchased intangible assets | — | — | — | 732 | — | 151 | 581 | 0.9 | 1.49 |
Structural optimization and other special charges (b) | 74 | (113) | (4) | 191 | (27) | 24 | 140 | — | 0.37 |
Goodwill and other impairments (c) | — | — | — | 170 | — | 50 | 120 | 0.5 | 0.31 |
Medical device regulations (d) | 1 | — | (37) | 38 | — | 8 | 30 | 0.1 | 0.08 |
Recall-related matters (e) | 54 | (4) | — | 58 | — | 10 | 48 | — | 0.12 |
Regulatory and legal matters (f) | — | (17) | — | 17 | — | 5 | 12 | — | 0.03 |
Tax matters (g) | — | — | — | — | — | (660) | 660 | (14.5) | 1.71 |
Adjusted | $16,391 | $8,221 | $1,567 | $6,603 | $(402) | $934 | $5,267 | 15.1% | $13.63 |
2024 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Income Taxes | Net Earnings | Effective Tax Rate | Diluted EPS |
Reported | $14,440 | $7,685 | $1,466 | $3,689 | $(197) | $499 | $2,993 | 14.3% | $7.76 |
Acquisition and integration-related costs: | |||||||||
Inventory stepped-up to fair value | 46 | — | — | 46 | — | 12 | 34 | 0.2 | 0.09 |
Other acquisition and integration-related (a) | — | (107) | (1) | 108 | — | 23 | 85 | 0.2 | 0.22 |
Amortization of purchased intangible assets | — | — | — | 623 | — | 128 | 495 | 1.0 | 1.28 |
Structural optimization and other special charges (b) | 59 | (77) | (2) | 138 | 1 | 29 | 110 | 0.3 | 0.29 |
Goodwill and other impairments (c) | — | — | — | 977 | — | 125 | 852 | (0.6) | 2.21 |
Medical device regulations (d) | 9 | — | (49) | 58 | — | 14 | 44 | 0.1 | 0.11 |
Recall-related matters (e) | 11 | (29) | — | 40 | — | 10 | 30 | 0.1 | 0.08 |
Regulatory and legal matters (f) | — | (36) | — | 36 | — | 7 | 29 | 0.1 | 0.08 |
Tax matters (g) | — | — | — | — | — | (28) | 28 | (0.9) | 0.07 |
Adjusted | $14,565 | $7,436 | $1,414 | $5,715 | $(196) | $819 | $4,700 | 14.8% | $12.19 |
2023 | Gross Profit | Selling, General & Administrative Expenses | Research, Development & Engineering Expenses | Operating Income | Other Income (Expense), Net | Income Taxes | Net Earnings | Effective Tax Rate | Diluted EPS |
Reported | $13,058 | $7,111 | $1,388 | $3,888 | $(215) | $508 | $3,165 | 13.8% | $8.25 |
Acquisition and integration-related costs: | |||||||||
Inventory stepped-up to fair value | — | — | — | — | — | — | — | — | — |
Other acquisition and integration-related (a) | — | (20) | — | 20 | — | (25) | 45 | (0.8) | 0.12 |
Amortization of purchased intangible assets | — | — | — | 635 | — | 132 | 503 | 1.2 | 1.31 |
Structural optimization and other special charges (b) | 39 | (130) | (1) | 170 | — | 38 | 132 | 0.4 | 0.34 |
Goodwill and other impairments (c) | — | — | — | 36 | — | 9 | 27 | 0.1 | 0.08 |
Medical device regulations (d) | 2 | — | (94) | 96 | — | 22 | 74 | 0.2 | 0.19 |
Recall-related matters (e) | — | (18) | — | 18 | — | 4 | 14 | — | 0.04 |
Regulatory and legal matters (f) | — | (92) | — | 92 | — | 29 | 63 | 0.4 | 0.16 |
Tax matters (g) | — | — | — | — | (8) | (51) | 43 | (1.2) | 0.11 |
Adjusted | $13,099 | $6,851 | $1,293 | $4,955 | $(223) | $666 | $4,066 | 14.1% | $10.60 |
2025 | 2024 | 2023 | |
Termination of sales relationships | $— | $4 | $5 |
Employee retention and workforce reductions | 60 | 22 | 6 |
Changes in the fair value of contingent consideration | 21 | 8 | (1) |
Manufacturing integration costs | 19 | 3 | 2 |
Stock compensation payments upon a change in control | 140 | 22 | — |
Other integration-related activities | 95 | 49 | 8 |
Adjustments to Operating Income | $335 | $108 | $20 |
Charges for acquisition-related tax provisions | — | — | — |
Other income taxes related to acquisition and integration-related costs | 36 | 23 | (25) |
Adjustments to Income Taxes | $36 | $23 | $(25) |
Adjustments to Net Earnings | $299 | $85 | $45 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 21 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | 2023 | |
Employee retention and workforce reductions | $55 | $23 | $69 |
Closure/transfer of manufacturing and other facilities | 31 | 31 | 50 |
Product line exits | 13 | 37 | 22 |
Termination of sales relationships | 7 | 8 | — |
Other charges | 85 | 39 | 29 |
Adjustments to Operating Income | $191 | $138 | $170 |
Adjustments to Other Income (Expense), Net | $(27) | $1 | $— |
Adjustments to Income Taxes | $24 | $29 | $38 |
Adjustments to Net Earnings | $140 | $110 | $132 |
2025 | 2024 | 2023 | |
Goodwill impairments | $— | $456 | $— |
Certain long-lived and intangible asset write-offs and impairments | 114 | 466 | 26 |
Product line exits (e.g., long-lived asset and specifically-identified intangible asset write-offs) | 56 | 55 | 10 |
Adjustments to Operating Income | $170 | $977 | $36 |
Adjustments to Income Taxes | $50 | $125 | $9 |
Adjustments to Net Earnings | $120 | $852 | $27 |
2025 | 2024 | 2023 | |
Adjustments related to the transfer of certain intellectual properties between tax jurisdictions | $(718) | $(185) | $(89) |
Certain tax audit settlements | — | (1) | 24 |
Deferred tax benefit on outside basis related to the anticipated sale of the Spinal Implants business | — | 170 | — |
Other tax matters | 58 | (12) | 14 |
Adjustments to Income Taxes | $(660) | $(28) | $(51) |
Benefits for certain tax audit settlements | — | — | (9) |
Other tax related adjustments | — | — | 1 |
Adjustments to Other Income (Expense), Net | $— | $— | $(8) |
Adjustments to Net Earnings | $660 | $28 | $43 |
Net cash provided by (used in): | 2025 | 2024 | 2023 |
Operating activities | $5,044 | $4,242 | $3,711 |
Investing activities | (4,866) | (3,000) | (962) |
Financing activities | 113 | (525) | (1,594) |
Effect of exchange rate changes | 68 | (36) | (28) |
Change in cash and cash equivalents | $359 | $681 | $1,127 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 22 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | 2023 | |
Dividends paid per common share | $3.36 | $3.20 | $3.00 |
Total dividends paid to common shareholders | $1,284 | $1,219 | $1,139 |
Contractual Obligations | Total | 2026 | 2027- 2028 | 2029- 2030 | After 2030 |
Debt repayments | $15,973 | $1,000 | $3,988 | $4,256 | $6,729 |
Interest payments | 4,287 | 536 | 957 | 670 | 2,124 |
Minimum lease payments | 524 | 164 | 212 | 93 | 55 |
Other | 85 | 6 | 28 | 27 | 24 |
Total | $20,869 | $1,706 | $5,185 | $5,046 | $8,932 |
Dollar amounts in millions except per share amounts or as otherwise specified. | 23 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 24 |
STRYKER CORPORATION | 2025 FORM 10-K |
Change in selected assumption | Percentage decline in fair value | Impairment charge |
100 bps increase in discount rate | 14% | $198 |
100 bps decrease in long-term revenue growth | 8 | — |
100 bps decrease in long-term operating margin | 2 | — |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
25 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Uncertain Tax Positions | |
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. |
How We Addressed the Matter in Our Audit | 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 developments related to existing uncertain tax positions. Our audit procedures included, among others, evaluating the assumptions the Company used to assess its uncertain tax positions and related unrecognized tax benefits. We evaluated evidence of management’s assessment of the uncertain tax positions related to certain German tax matters. Including inspection of technical memos, inspection of the FCTO tax assessments, and written representations of management. We involved professionals with specialized skill and knowledge to assist in our evaluation of the tax technical merits of the Company’s assessments, the amount of the potential benefits to be realized, and the application of relevant tax law. We also assessed the Company’s disclosures of uncertain tax positions included in Note 11 related to this tax matter. |
26 |
STRYKER CORPORATION | 2025 FORM 10-K |
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. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 27 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | 2023 | |||
Net sales | $ | $ | $ | ||
Cost of sales | |||||
Gross profit | $ | $ | $ | ||
Research, development and engineering expenses | |||||
Selling, general and administrative expenses | |||||
Amortization of intangible assets | |||||
Goodwill and other impairments | |||||
Total operating expenses | $ | $ | $ | ||
Operating income | $ | $ | $ | ||
Interest expense | ( | ( | ( | ||
Other income | |||||
Earnings before income taxes | $ | $ | $ | ||
Income taxes | |||||
Net earnings | $ | $ | $ | ||
Net earnings per share of common stock: | |||||
Basic | $ | $ | $ | ||
Diluted | $ | $ | $ | ||
Weighted-average shares outstanding (in millions): | |||||
Basic | |||||
Effect of dilutive employee stock compensation | |||||
Diluted |
2025 | 2024 | 2023 | |||
Net earnings | $ | $ | $ | ||
Other comprehensive income (loss), net of tax | |||||
Marketable securities | |||||
Pension plans | ( | ||||
Unrealized gains (losses) on designated hedges | ( | ( | |||
Financial statement translation | ( | ( | |||
Total other comprehensive income (loss), net of tax | $( | $ | $( | ||
Comprehensive income | $ | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 28 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | ||
Assets | |||
Current assets | |||
Cash and cash equivalents | $ | $ | |
Short-term investments | |||
Marketable securities | |||
Accounts receivable, less allowance of $ | |||
Inventories: | |||
Materials and supplies | |||
Work in process | |||
Finished goods | |||
Total inventories | $ | $ | |
Prepaid expenses and other current assets | |||
Total current assets | $ | $ | |
Property, plant and equipment: | |||
Land, buildings and improvements | |||
Machinery and equipment | |||
Total property, plant and equipment | |||
Less allowance for depreciation | |||
Property, plant and equipment, net | $ | $ | |
Goodwill | |||
Other intangibles, net | |||
Noncurrent deferred income tax assets | |||
Other noncurrent assets | |||
Total assets | $ | $ | |
Liabilities and shareholders' equity | |||
Current liabilities | |||
Accounts payable | $ | $ | |
Accrued compensation | |||
Income taxes | |||
Dividend payable | |||
Accrued expenses and other liabilities | |||
Current maturities of debt | |||
Total current liabilities | $ | $ | |
Long-term debt, excluding current maturities | |||
Income taxes | |||
Other noncurrent liabilities | |||
Total liabilities | $ | $ | |
Shareholders' equity | |||
Common stock, $ | |||
Additional paid-in capital | |||
Retained earnings | |||
Accumulated other comprehensive loss | ( | ( | |
Total shareholders' equity | $ | $ | |
Total liabilities & shareholders' equity | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 29 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | 2023 | ||||||
Shares | Amount | Shares | Amount | Shares | Amount | |||
Common stock | ||||||||
Beginning | $ | $ | $ | |||||
Issuance of common stock under stock compensation and benefit plans | ||||||||
Ending | $ | $ | $ | |||||
Additional paid-in capital | ||||||||
Beginning | $ | $ | $ | |||||
Issuance of common stock under stock compensation and benefit plans | ( | ( | ( | |||||
Share-based compensation | ||||||||
Ending | $ | $ | $ | |||||
Retained earnings | ||||||||
Beginning | $ | $ | $ | |||||
Net earnings | ||||||||
Cash dividends declared | ( | ( | ( | |||||
Ending | $ | $ | $ | |||||
Accumulated other comprehensive (loss) income | ||||||||
Beginning | $( | $( | $( | |||||
Other comprehensive income (loss) | ( | ( | ||||||
Ending | $( | $( | $( | |||||
Total shareholders' equity | $ | $ | $ | |||||
Dollar amounts in millions except per share amounts or as otherwise specified. | 30 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | 2023 | |||
Operating activities | |||||
Net earnings | $ | $ | $ | ||
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||
Depreciation | |||||
Amortization of intangible assets | |||||
Goodwill and other impairments | |||||
Share-based compensation | |||||
Sale of inventory stepped up to fair value at acquisition | |||||
Deferred income tax (benefit) expense | ( | ( | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | ( | ( | |||
Inventories | ( | ( | ( | ||
Accounts payable | |||||
Accrued expenses and other liabilities | |||||
Income taxes | ( | ( | ( | ||
Other, net | ( | ( | ( | ||
Net cash provided by operating activities | $ | $ | $ | ||
Investing activities | |||||
Acquisitions, net of cash acquired | ( | ( | ( | ||
Proceeds/(Purchases) of short-term investments | ( | ||||
Purchases of property, plant and equipment | ( | ( | ( | ||
Proceeds from the sale of the Spinal Implants business | |||||
Other investing, net | ( | ||||
Net cash used in investing activities | $( | $( | $( | ||
Financing activities | |||||
Proceeds (payments) on short-term borrowings, net | ( | ||||
Proceeds from issuance of long-term debt | |||||
Payments on long-term debt | ( | ( | ( | ||
Payments of dividends | ( | ( | ( | ||
Cash paid for taxes from withheld shares | ( | ( | ( | ||
Other financing, net | ( | ( | ( | ||
Net cash provided by (used in) financing activities | $ | $( | $( | ||
Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||
Change in cash and cash equivalents | $ | $ | $ | ||
Cash and cash equivalents at beginning of year | |||||
Cash and cash equivalents at end of year | $ | $ | $ | ||
Supplemental cash flow disclosure: | |||||
Cash paid for income taxes, net of refunds | $ | $ | $ | ||
Cash paid for interest on debt | $ | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 31 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 32 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 33 |
STRYKER CORPORATION | 2025 FORM 10-K |
Dollar amounts in millions except per share amounts or as otherwise specified. | 34 |
STRYKER CORPORATION | 2025 FORM 10-K |
Segment Net Sales | |||||
MedSurg and Neurotechnology: | 2025 | 2024 | 2023 | ||
Instruments | $ | $ | $ | ||
Endoscopy | |||||
Medical | |||||
Vascular | |||||
Neuro Cranial | |||||
$ | $ | $ | |||
Orthopaedics: | |||||
Knees | $ | $ | $ | ||
Hips | |||||
Trauma and Extremities | |||||
Spinal Implants | |||||
Other | |||||
$ | $ | $ | |||
Total | $ | $ | $ |
United States Net Sales | |||||
MedSurg and Neurotechnology: | 2025 | 2024 | 2023 | ||
Instruments | $ | $ | $ | ||
Endoscopy | |||||
Medical | |||||
Vascular | |||||
Neuro Cranial | |||||
$ | $ | $ | |||
Orthopaedics: | |||||
Knees | $ | $ | $ | ||
Hips | |||||
Trauma and Extremities | |||||
Spinal Implants | |||||
Other | |||||
$ | $ | $ | |||
Total | $ | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 35 |
STRYKER CORPORATION | 2025 FORM 10-K |
International Net Sales | |||||
MedSurg and Neurotechnology: | 2025 | 2024 | 2023 | ||
Instruments | $ | $ | $ | ||
Endoscopy | |||||
Medical | |||||
Vascular | |||||
Neuro Cranial | |||||
$ | $ | $ | |||
Orthopaedics: | |||||
Knees | $ | $ | $ | ||
Hips | |||||
Trauma and Extremities | |||||
Spinal Implants | |||||
Other | |||||
$ | $ | $ | |||
Total | $ | $ | $ |
2025 | 2024 | |
Beginning contract liabilities | $ | $ |
Revenue recognized from beginning of year contract liabilities | ( | ( |
Net advance consideration received during the period | ||
Ending contract liabilities | $ | $ |
Level 1 | Quoted market prices in active markets for identical assets or liabilities. |
Level 2 | Observable market-based inputs or unobservable inputs that are corroborated by market data. |
Level 3 | Unobservable inputs reflecting our assumptions or external inputs from active markets. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 36 |
STRYKER CORPORATION | 2025 FORM 10-K |
Assets Measured at Fair Value | |||
2025 | 2024 | ||
Cash and cash equivalents | $ | $ | |
Short-term investments | |||
Trading marketable securities | |||
Level 1 - Assets | $ | $ | |
Available-for-sale marketable securities: | |||
Corporate and asset-backed debt securities | $ | $ | |
United States agency debt securities | |||
United States treasury debt securities | |||
Certificates of deposit | |||
Total available-for-sale marketable securities | $ | $ | |
Foreign currency exchange forward contracts | |||
Level 2 - Assets | $ | $ | |
Total assets measured at fair value | $ | $ | |
Liabilities Measured at Fair Value | |||
2025 | 2024 | ||
Deferred compensation arrangements | $ | $ | |
Level 1 - Liabilities | $ | $ | |
Foreign currency exchange forward contracts | $ | $ | |
Level 2 - Liabilities | $ | $ | |
Contingent consideration: | |||
Beginning | $ | $ | |
Additions | |||
Change in estimate and foreign exchange | |||
Settlements | ( | ( | |
Ending | $ | $ | |
Level 3 - Liabilities | $ | $ | |
Total liabilities measured at fair value | $ | $ | |
Fair Value of Available for Sale Securities by Maturity | |||
2025 | 2024 | ||
Due in one year or less | $ | $ | |
Due after one year through three years | $ | $ | |
2025 | Cash Flow | Net Investment | Non- Designated | Total |
Gross notional amount | $ | $ | $ | $ |
Maximum term in years | ||||
Fair value: | ||||
Other current assets | $ | $ | $ | $ |
Other noncurrent assets | ||||
Other current liabilities | ( | ( | ( | ( |
Other noncurrent liabilities | ( | ( | ( | |
Total fair value | $ | $( | $( | $( |
2024 | Cash Flow | Net Investment | Non- Designated | Total |
Gross notional amount | $ | $ | $ | $ |
Maximum term in years | ||||
Fair value: | ||||
Other current assets | $ | $ | $ | $ |
Other noncurrent assets | ||||
Other current liabilities | ( | ( | ( | |
Other noncurrent liabilities | ( | ( | ( | |
Total fair value | $ | $ | $ | $ |
Currency Exchange Rate Gains (Losses) Recognized in Net Earnings | ||||||
Derivative Instrument | Recognized in: | 2025 | 2024 | 2023 | ||
Cash Flow | Cost of sales | $ | $ | $ | ||
Net Investment | Other income | |||||
Non-Designated | Other income | |||||
Total | $ | $ | $ | |||
Dollar amounts in millions except per share amounts or as otherwise specified. | 37 |
STRYKER CORPORATION | 2025 FORM 10-K |
Pension Plans | Hedges | Financial Statement Translation | Total | |
2023 | $( | $ | $( | $( |
OCI | ||||
Income taxes | ( | ( | ( | ( |
Reclassifications to: | ||||
Cost of sales | ( | ( | ||
Interest expense | ( | ( | ||
Other income | ( | ( | ||
Income taxes | ||||
Net OCI | $ | $( | $ | $ |
2024 | $ | $ | $( | $( |
OCI | ( | ( | ||
Income taxes | ( | ( | ||
Reclassifications to: | ||||
Cost of sales | ( | ( | ||
Interest expense | ( | ( | ||
Other income | ( | ( | ||
Income taxes | ||||
Net OCI | $ | $ | $( | $( |
2025 | $ | $ | $( | $( |
Purchase Price Allocation of Acquired Net Assets | ||||
2025 | 2024 | |||
Inari | Total | |||
Tangible assets acquired: | ||||
Accounts receivable | $ | $ | ||
Inventory | ||||
Deferred income tax assets | ||||
Other assets | ||||
Debt | ( | |||
Deferred income tax liabilities | ( | ( | ||
Other liabilities | ( | ( | ||
Intangible assets: | ||||
Developed technologies | ||||
Customer relationships | ||||
Patents | ||||
Trademarks | ||||
Other intangibles | ||||
Goodwill | ||||
Purchase price, net of cash acquired of $ | $ | $ | ||
Weighted-average amortization period at acquisition (years): | ||||
Developed technologies | ||||
Customer relationships | ||||
Patents | — | |||
Trademarks | — | |||
Other intangibles | — | |||
Dollar amounts in millions except per share amounts or as otherwise specified. | 38 |
STRYKER CORPORATION | 2025 FORM 10-K |
2025 | 2024 | ||
Right-of-use assets | $ | $ | |
Lease liabilities, current | $ | $ | |
Lease liabilities, noncurrent | $ | $ | |
Other information: | |||
Weighted-average remaining lease term (years) | |||
Weighted-average discount rate |
2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |
Debt repayments | $ | $ | $ | $ | $ | $ |
Minimum lease payments | $ | $ | $ | $ | $ | $ |
2025 | 2024 | ||
Beginning confirmed obligations | $ | $ | |
Additions | |||
Settlements | ( | ( | |
Ending confirmed obligations | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 39 |
STRYKER CORPORATION | 2025 FORM 10-K |
Changes in the Net Carrying Value of Goodwill by Segment | |||
MedSurg and Neurotechnology | Orthopaedics | Total | |
2023 | $ | $ | $ |
Goodwill impairment | ( | ( | |
Additions and adjustments | |||
Foreign exchange and other | ( | ( | |
2024 | $ | $ | $ |
Additions and adjustments | ( | ||
Foreign exchange and other | |||
2025 | $ | $ | $ |
Summary of Other Intangible Assets | |||
Gross Carrying Amount | Less Accumulated Amortization | Net Carrying Amount | |
Developed technologies | |||
2025 | $ | $ | $ |
2024 | |||
Customer relationships | |||
2025 | $ | $ | $ |
2024 | |||
Patents | |||
2025 | $ | $ | $ |
2024 | |||
Trademarks | |||
2025 | $ | $ | $ |
2024 | |||
In-process research and development | |||
2025 | $ | $ | $ |
2024 | |||
Other | |||
2025 | $ | $ | $ |
2024 | |||
Total | |||
2025 | $ | $ | $ |
2024 | |||
Estimated Amortization Expense | ||||
2026 | 2027 | 2028 | 2029 | 2030 |
$ | $ | $ | $ | $ |
Option Value and Assumptions | |||||
2025 | 2024 | 2023 | |||
Weighted-average fair value per share | $ | $ | $ | ||
Assumptions: | |||||
Risk-free interest rate | |||||
Expected dividend yield | |||||
Expected stock price volatility | |||||
Expected option life (years) | |||||
2025 Stock Option Activity | |||||||
Shares (in millions) | Weighted- Average Exercise Price | Weighted- Average Remaining Term (in years) | Aggregate Intrinsic Value | ||||
Outstanding January 1 | $ | ||||||
Granted | |||||||
Exercised | ( | ||||||
Canceled or forfeited | ( | ||||||
Outstanding December 31 | $ | $ | |||||
Exercisable December 31 | $ | $ | |||||
Options expected to vest | $ | $ | |||||
Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) Activity | |||||||
Shares (in millions) | Weighted-Average Grant Date Fair Value | ||||||
RSUs | PSUs | RSUs | PSUs | ||||
Nonvested on January 1 | $ | $ | |||||
Granted | |||||||
Vested | ( | ( | |||||
Canceled or forfeited | ( | ||||||
Nonvested on December 31 | $ | $ | |||||
Dollar amounts in millions except per share amounts or as otherwise specified. | 40 |
STRYKER CORPORATION | 2025 FORM 10-K |
Summary of Total Debt | ||||||
Rate | Due | 2025 | 2024 | |||
Senior unsecured notes: | ||||||
June 15, 2025 | $ | $ | ||||
November 1, 2025 | ||||||
March 15, 2026 | ||||||
February 10, 2027 | ||||||
November 30, 2027 | ||||||
February 10, 2028 | ||||||
March 7, 2028 | ||||||
December 8, 2028 | ||||||
December 11, 2028 | ||||||
March 1, 2029 | ||||||
September 11, 2029 | ||||||
February 10, 2030 | ||||||
June 15, 2030 | ||||||
November 30, 2030 | ||||||
December 3, 2031 | ||||||
September 11, 2032 | ||||||
September 11, 2034 | ||||||
February 10, 2035 | ||||||
September 11, 2036 | ||||||
April 1, 2043 | ||||||
May 15, 2044 | ||||||
March 15, 2046 | ||||||
June 15, 2050 | ||||||
Other | ||||||
Total debt | $ | $ | ||||
Less current maturities | ||||||
Total long-term debt | $ | $ | ||||
Unamortized debt issuance costs | $ | $ | ||||
Borrowing capacity on existing facilities | $ | $ | ||||
Fair value of senior unsecured notes | $ | $ | ||||
Dollar amounts in millions except per share amounts or as otherwise specified. | 41 |
STRYKER CORPORATION | 2025 FORM 10-K |
Effective Income Tax Rate Reconciliation | |||
2025 | |||
Amount | Percent | ||
United States federal statutory rate | $ | ||
State and Local Income Taxes, Net of Federal Income Tax Effect(1) | |||
Foreign Tax Effects | |||
Ireland | |||
Statutory tax rate difference | ( | ( | |
Other | |||
Puerto Rico | |||
Statutory tax rate difference | ( | ( | |
Withholding Tax | |||
Expiration of credits carryforward | |||
Change in valuation allowance | ( | ( | |
Other | ( | ( | |
Other foreign jurisdictions | |||
Effect of changes in tax laws or rates enacted in the current period | |||
Effect of Cross-Border Tax Laws | |||
Direct foreign tax credits | ( | ( | |
Global intangible low-taxed income | |||
Tax Credits | |||
Research and development tax credits | ( | ( | |
Changes in Valuation Allowances | |||
Nontaxable or Nondeductible Items | |||
Spinal Implants divestiture | ( | ( | |
Transfers of intellectual property | |||
Changes in unrecognized Tax Benefits | |||
Other Adjustments | ( | ( | |
Effective Tax Rate | $ | ||
Effective Income Tax Rate Reconciliation | |||
2024 | 2023 | ||
United States federal statutory rate | |||
United States state and local income taxes, less federal deduction | |||
Foreign income tax at rates other than 21% | ( | ( | |
Tax related to repatriation of foreign earnings | |||
United States research and development credits | ( | ( | |
Intellectual property transfers | ( | ||
Goodwill impairment | |||
Outside basis difference related to the anticipated sale of the Spinal Implants business | ( | ||
Other | ( | ||
Effective income tax rate | |||
Cash paid for income taxes (net of refunds received) | |
2025 | |
United States - Federal | |
United States - State | |
Foreign | |
Ireland | |
Other | |
Subtotal | |
Total | $ |
Earnings Before Income Taxes | |||||
2025 | 2024 | 2023 | |||
United States | $ | $ | $ | ||
International | |||||
Total | $ | $ | $ | ||
Components of Income Tax Expense (Benefit) | |||||
Current income tax expense (benefit): | 2025 | 2024 | 2023 | ||
United States federal | $ | $ | $ | ||
United States state and local | |||||
International | |||||
Total current income tax expense | $ | $ | $ | ||
Deferred income tax expense (benefit): | |||||
United States federal | $ | $( | $( | ||
United States state and local | ( | ( | |||
International | |||||
Total deferred income tax expense (benefit) | $ | $( | $( | ||
Total income tax expense | $ | $ | $ | ||
Deferred Income Tax Assets and Liabilities | |||
Deferred income tax assets: | 2025 | 2024 | |
Inventories | $ | $ | |
Other accrued expenses | |||
Depreciation and amortization | |||
State income taxes | |||
Share-based compensation | |||
Research and development capitalization | |||
International interest expense carryforwards | |||
Net operating loss and credit carryforwards | |||
Outside basis difference related to the anticipated sale of the Spinal Implants business | |||
Other | |||
Total deferred income tax assets | $ | $ | |
Less valuation allowances | ( | ( | |
Net deferred income tax assets | $ | $ | |
Deferred income tax liabilities: | |||
Depreciation and amortization | $( | $( | |
Undistributed earnings | ( | ( | |
Total deferred income tax liabilities | $( | $( | |
Net deferred income tax assets | $ | $ | |
Reported as: | |||
Noncurrent deferred income tax assets | $ | $ | |
Noncurrent liabilities—Other liabilities | ( | ( | |
Total | $ | $ | |
Dollar amounts in millions except per share amounts or as otherwise specified. | 42 |
STRYKER CORPORATION | 2025 FORM 10-K |
Uncertain Income Tax Positions | |||
2025 | 2024 | ||
Beginning uncertain tax positions | $ | $ | |
Increases related to current year income tax positions | |||
Increases related to prior year income tax positions | |||
Decreases related to prior year income tax positions | ( | ||
Settlements of income tax audits | ( | ||
Statute of limitations expirations and other | ( | ( | |
Foreign currency translation | ( | ||
Ending uncertain tax positions | $ | $ | |
Reported as: | |||
Noncurrent liabilities—Income taxes | $ | $ | |
2025 | 2024 | 2023 | |||
Plan expense | $ | $ | $ | ||
Expense funded with Stryker common stock | |||||
Stryker common stock held by plan: | |||||
Dollar amount | $ | $ | $ | ||
Shares (in millions) | |||||
Value as a percentage of total plan assets |
Components of Net Periodic Pension Cost | |||||
Net periodic benefit cost: | 2025 | 2024 | 2023 | ||
Service cost | $( | $( | $( | ||
( | ( | ( | |||
Amortization of prior service credit | |||||
Recognized actuarial gain (loss) | ( | ( | |||
Net periodic benefit cost | $( | $( | $( | ||
Changes in assets and benefit obligations recognized in OCI: | |||||
Net actuarial gain (loss) | $ | $ | $( | ||
Recognized net actuarial (gain) loss | ( | ||||
Prior service credit and transition amount | ( | ( | ( | ||
Total recognized in other comprehensive income (loss) | $ | $ | $( | ||
Total recognized in net periodic benefit cost and OCI | $ | $ | $( | ||
Weighted-average rates used to determine net periodic benefit cost: | |||||
Discount rate | |||||
Expected return on plan assets | |||||
Rate of compensation increase | |||||
Weighted-average discount rate used to determine projected benefit obligations | |||||
2025 | 2024 | ||
Fair value of plan assets | $ | $ | |
Benefit obligations | ( | ( | |
Funded status | $( | $( | |
Reported as: | |||
Noncurrent assets—other assets | $ | $ | |
Current liabilities—accrued compensation | ( | ( | |
Noncurrent liabilities—other liabilities | ( | ( | |
Pre-tax amounts recognized in AOCI: | |||
Unrecognized net actuarial gain (loss) | |||
Unrecognized prior service credit | |||
Total | $ | $ |
Change in Benefit Obligations | |||
2025 | 2024 | ||
Beginning projected benefit obligations | $ | $ | |
Service cost | |||
Interest cost | |||
Foreign exchange impact and other | ( | ||
Employee contributions | |||
Actuarial (gains) losses | ( | ( | |
Benefits paid | ( | ( | |
Ending projected benefit obligations | $ | $ | |
Ending accumulated benefit obligations | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 43 |
STRYKER CORPORATION | 2025 FORM 10-K |
Change in Plan Assets | |||
2025 | 2024 | ||
Beginning fair value of plan assets | $ | $ | |
Actual return | ( | ||
Employer contributions | |||
Employee contributions | |||
Foreign exchange impact | ( | ||
Benefits paid | ( | ( | |
Ending fair value of plan assets | $ | $ |
Allocation of Plan Assets | |||||
2026 Target | 2025 Actual | 2024 Actual | |||
Equity securities | |||||
Debt securities | |||||
Other | |||||
Total | |||||
Valuation of Plan Assets | ||||
2025 | Level 1 | Level 2 | Level 3 | Total |
Cash and cash equivalents | $ | $ | $ | $ |
Equity securities | ||||
Debt securities | ||||
Other | ||||
Total | $ | $ | $ | $ |
2024 | Level 1 | Level 2 | Level 3 | Total |
Cash and cash equivalents | $ | $ | $ | $ |
Equity securities | ||||
Debt securities | ||||
Other | ||||
Total | $ | $ | $ | $ |
Estimated Future Benefit Payments | |||||
2026 | 2027 | 2028 | 2029 | 2030 | 2031-2035 |
$ | $ | $ | $ | $ | $ |
2025 Quarters | Mar 31 | Jun 30 | Sep 30 | Dec 31 |
Net sales | $ | $ | $ | $ |
Gross profit | ||||
Earnings before income taxes | ||||
Net earnings | ||||
Net earnings per share of common stock: | ||||
Basic | $ | $ | $ | $ |
Diluted | $ | $ | $ | $ |
Dividends declared per share of common stock | $ | $ | $ | $ |
2024 Quarters | Mar 31 | Jun 30 | Sep 30 | Dec 31 |
Net sales | $ | $ | $ | $ |
Gross profit | ||||
Earnings before income taxes | ||||
Net earnings | ||||
Net earnings per share of common stock: | ||||
Basic | $ | $ | $ | $ |
Diluted | $ | $ | $ | $ |
Dividends declared per share of common stock | $ | $ | $ | $ |
Segment Results | 2025 | 2024 | 2023 | ||
MedSurg and Neurotechnology | $ | $ | $ | ||
Orthopaedics | $ | ||||
Net sales | $ | $ | $ | ||
MedSurg and Neurotechnology | $ | $ | $ | ||
Orthopaedics | $ | ||||
Cost of sales | $ | $ | $ | ||
MedSurg and Neurotechnology | $ | $ | $ | ||
Orthopaedics | $ | ||||
Segment research, development and engineering expenses | $ | $ | $ | ||
MedSurg and Neurotechnology | $ | $ | $ | ||
Orthopaedics | $ | ||||
Segment selling, general and administrative expenses | $ | $ | $ | ||
MedSurg and Neurotechnology | $ | $ | $ | ||
Orthopaedics | |||||
Segment depreciation and amortization | $ | $ | $ | ||
Corporate and Other | |||||
Amortization of intangible assets | |||||
Total depreciation and amortization | $ | $ | $ | ||
MedSurg and Neurotechnology | $ | $ | $ | ||
Orthopaedics | |||||
Segment operating income | $ | $ | $ | ||
Items not allocated to segments: | |||||
Corporate and Other | $( | $( | $( | ||
Inventory stepped up to fair value | ( | ( | |||
Acquisition and integration-related charges | ( | ( | ( | ||
Amortization of intangible assets | ( | ( | ( | ||
Structural optimization and other special charges | ( | ( | ( | ||
Goodwill and other impairments | ( | ( | ( | ||
Medical device regulation | ( | ( | ( | ||
Recall-related matters | ( | ( | ( | ||
Regulatory and legal matters | ( | ( | ( | ||
Consolidated operating income | $ | $ | $ |
Segment Assets and Capital Spending | |||||
Assets: | 2025 | 2024 | |||
MedSurg and Neurotechnology | $ | $ | |||
Orthopaedics | |||||
Total segment assets | $ | $ | |||
Corporate and Other | |||||
Total assets | $ | $ | |||
Purchases of property, plant and equipment: | 2025 | 2024 | 2023 | ||
Orthopaedics | $ | $ | $ | ||
MedSurg and Neurotechnology | |||||
Total segment purchases of property, plant and equipment | $ | $ | $ | ||
Corporate and Other | |||||
Total purchases of property, plant and equipment | $ | $ | $ | ||
Dollar amounts in millions except per share amounts or as otherwise specified. | 44 |
STRYKER CORPORATION | 2025 FORM 10-K |
Geographic Information | |||||||||
Net Sales | Net Property, Plant and Equipment | ||||||||
2025 | 2024 | 2023 | 2025 | 2024 | |||||
United States | $ | $ | $ | $ | $ | ||||
Europe, Middle East, Africa | |||||||||
Asia Pacific | |||||||||
Other countries | |||||||||
Total | $ | $ | $ | $ | $ | ||||
Held for Sale | ||
Date of Sale | December 31 | |
2025 | 2024 | |
Accounts receivable, net | $ | $ |
Total inventories | ||
Prepaid expenses and other current assets | ||
Property, plant and equipment, net | ||
Other intangibles, net | ||
Noncurrent deferred income tax assets | ||
Other noncurrent assets | ||
Valuation allowance | ( | ( |
Total assets | $ | $ |
Accounts payable | $ | $ |
Accrued compensation | ||
Accrued expenses and other liabilities | ||
Other noncurrent liabilities | ||
Total liabilities | $ | $ |
Dollar amounts in millions except per share amounts or as otherwise specified. | 45 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. | CONTROLS AND PROCEDURES. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 46 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 9B. | OTHER INFORMATION. |
ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
PART III |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
ITEM 11. | EXECUTIVE COMPENSATION. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Plan | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) |
2008 Employee Stock Purchase Plan | N/A | N/A | 4,925,529 |
2011 Long-Term Incentive Plan(1) | 11,165,209 | $234.56 | 31,297,061 |
2011 Performance Incentive Award Plan | N/A | N/A | 335,395 |
Total | 36,557,985 |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 47 |
STRYKER CORPORATION | 2025 FORM 10-K |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Dollar amounts in millions except per share amounts or as otherwise specified. | 48 |
STRYKER CORPORATION | 2025 FORM 10-K |
PART IV |
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
(a) 1. | Financial Statements | ||||||||||
The following Consolidated Financial Statements are set forth in Part II, Item 8 of this report. | |||||||||||
Report of Independent Registered Public Accounting Firm | 25 | ||||||||||
Consolidated Statements of Earnings for 2025, 2024 and 2023 | 27 | ||||||||||
Consolidated Statements of Comprehensive Income for 2025, 2024 and 2023 | 27 | ||||||||||
Consolidated Balance Sheets on 2025 and 2024 | 28 | ||||||||||
Consolidated Statements of Shareholders’ Equity for 2025, 2024 and 2023 | 29 | ||||||||||
Consolidated Statements of Cash Flows for 2025, 2024 and 2023 | 30 | ||||||||||
Notes to Consolidated Financial Statements | 31 | ||||||||||
(a) 2. | Financial Statement Schedules | ||||||||||
The Consolidated Financial Statement schedule of Stryker Corporation and its subsidiaries is: | |||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||
Additions | Deductions | ||||||||||
Description | Balance at Beginning of Period | Charged to Costs & Expenses | Uncollectible Amounts Written Off, Net of Recoveries | Effect of Changes in Foreign Currency Exchange Rates | Balance at End of Period | ||||||
DEDUCTED FROM ASSET ACCOUNTS | |||||||||||
Allowance for Doubtful Accounts: | |||||||||||
Year ended December 31, 2025 | $ | $ | $ | $ | $ | ||||||
Year ended December 31, 2024 | $ | $ | $ | $ | $ | ||||||
Year ended December 31, 2023 | $ | $ | $ | $ | $ | ||||||
All other schedules for which provision is made in the applicable accounting regulation of the United States Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. | |||||||||||
(a) 3. | Exhibits | ||||||||||
Exhibit 2— | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession | |||
(i) | Purchase Agreement, dated as of November 4, 2019, among Stryker Corporation, Stryker B.V. and Wright Medical Group N.V. — Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated November 6, 2019 (Commission File No. 001-13149). | |||
(ii) | © | Agreement and Plan of Merger, dated as of January 6, 2022, by and among Stryker Corporation, Voice Merger Sub Corp., and Vocera Communications, Inc. — Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated January 11, 2022 (Commission File No. 001-13149). | ||
(iii) | Agreement and Plan of Merger, dated January 6, 2025, by and between Stryker Corporation and Inari Medical, Inc. — Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated January 7, 2025 (Commission File No. 001-13149). | |||
Exhibit 3— | Articles of Incorporation and By-Laws | |||
(i) | Restated Articles of Incorporation — Incorporated by reference to Exhibit 3(i) to the Company's Form 10-Q for the quarterly period ended September 30, 2018 (Commission File No. 00-09165). | |||
(ii) | Amended and Restated Bylaws - Incorporated by reference to Exhibit 3(ii) to the Company's Form 10-K for the year ended December 31, 2022 (Commission File No. 001-13149). | |||
Exhibit 4— | Instruments defining the rights of security holders, including indentures—We agree to furnish to the Commission upon request a copy of each instrument pursuant to which long-term debt of Stryker Corporation and its subsidiaries not exceeding 10% of the total assets of Stryker Corporation and its consolidated subsidiaries is authorized. | |||
(i) | Indenture, dated January 15, 2010, between Stryker Corporation and U.S. Bank National Association.— Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated January 15, 2010 (Commission File No. 000-09165). |
49 |
STRYKER CORPORATION | 2025 FORM 10-K |
(ii) | Fifth Supplemental Indenture (including the form of 2043 note) dated March 25, 2013, between Stryker Corporation and U.S. Bank National Association.— Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated March 25, 2013 (Commission File No. 000-09165). | |||
(iii) | Seventh Supplemental Indenture (including the form of 2044 note), dated May 1, 2014, between Stryker Corporation and U.S. Bank National Association.— Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated May 1, 2014 (Commission File No. 000-09165). | |||
(iv) | Eighth Supplemental Indenture (including the form of 2025 note), dated October 29, 2015, between Stryker Corporation and U.S. Bank National association.— Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated October 29, 2015 (Commission File No. 000-09165). | |||
(v) | Eleventh Supplemental Indenture (including the form of the 2026 note), dated March 10, 2016, between Stryker Corporation and U.S. Bank National Association.— Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K dated March 10, 2016 (Commission File No. 000-09615). | |||
(vi) | Twelfth Supplemental Indenture (including the form of the 2046 note), dated March 10, 2016, between Stryker Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.5 to the Company's Form 8-K dated March 10, 2016 (Commission File No. 000-09615). | |||
(vii) | Fourteenth Supplemental Indenture (including the form of the 2028 note), dated March 7, 2018, between Stryker Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated March 7, 2018 (Commission File No. 000-09615). | |||
(viii) | Sixteenth Supplemental Indenture (including the form of the 2027 note), dated November 30, 2018, between Stryker Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated November 30, 2018 (Commission File No. 000-09615). | |||
(ix) | Seventeenth Supplemental Indenture (including the form of the 2030 note), dated November 30, 2018, between Stryker Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K dated November 30, 2018 (Commission File No. 000-09615). | |||
(x) | Twentieth Supplemental Indenture (including the form of the 2029 note), dated December 3, 2019, between Stryker Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated December 3, 2019 (Commission File No. 001-13149). | |||
(xi) | Twenty-First Supplemental Indenture (including the form of the 2031 note), dated December 3, 2019, between Stryker Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K dated December 3, 2019 (Commission File No. 001-13149). | |||
(xii) | Twenty-Second Supplemental Indenture (including the form of the 2025 note), dated June 4, 2020, between Stryker Corporation and U.S. Bank National Association, as trustee - Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated June 4, 2020 (Commission File No. 001-13149). | |||
(xiii) | Twenty-Third Supplemental Indenture (including the form of the 2030 note), dated June 4, 2020, between Stryker Corporation and U.S. Bank National Association — Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated June 4, 2020 (Commission File No. 001-13149). | |||
(xiv) | Twenty-Fourth Supplemental Indenture (including the form of the 2050 note), dated June 4, 2020, between Stryker Corporation and U.S. Bank National Association — Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K dated June 4, 2020 (Commission File No. 001-13149). | |||
(xv) | Twenty-Sixth Supplemental Indenture (including the form of the 2028 note), dated December 8, 2023, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated December 8, 2023 (Commission File No. 001-13149). | |||
(xvi) | Twenty-Seventh Supplemental Indenture (including the form of the 2028 note), dated December 11, 2023, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated December 11, 2023 (Commission File No. 001-13149). | |||
(xvii) | Twenty-Eighth Supplemental Indenture (including the form of 2032 note), dated September 11, 2024, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated September 11, 2024 (Commission File No. 001-13149). | |||
(xviii) | Twenty-Ninth Supplemental Indenture (including the form of 2036 note), dated September 11, 2024, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated September 11, 2024 (Commission File No. 001-13149). | |||
(xix) | Thirtieth Supplemental Indenture (including the form of 2029 note), dated September 11, 2024, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K dated September 11, 2024 (Commission File No. 001-13149). | |||
(xx) | Thirty-First Supplemental Indenture (including the form of 2034 note), dated September 11, 2024, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K dated September 11, 2024 (Commission File No. 001-13149). | |||
(xxi) | Thirty-Second Supplemental Indenture (including the form of 2027 note), dated February 10, 2025, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated February 10, 2025 (Commission File No. 001-13149). | |||
(xxii) | Thirty-Third Supplemental Indenture (including the form of 2028 note), dated February 10, 2025, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated February 10, 2025 (Commission File No. 001-13149). | |||
(xxiii) | Thirty-Fourth Supplemental Indenture (including the form of 2030 note), dated February 10, 2025, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K dated February 10, 2025 (Commission File No. 001-13149). | |||
(xxiv) | Thirty-Fifth Supplemental Indenture (including the form of 2035 note), dated February 10, 2025, between Stryker Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K dated February 10, 2025 (Commission File No. 001-13149). | |||
(xxv) | † | Description of Securities | ||
50 |
STRYKER CORPORATION | 2025 FORM 10-K |
Exhibit 10— | Material contracts | |||
(i)* | † | Form of grant notice and terms and conditions for stock options granted in 2026 under the 2011 Long-Term Incentive Plan. | ||
(ii)* | † | Form of grant notice and terms and conditions for restricted stock units granted in 2026 under the 2011 Long-Term Incentive Plan. | ||
(iii)* | † | Form of grant notice and terms and conditions for performance stock units granted in 2026 under the 2011 Long-Term Incentive Plan. | ||
(iv)* | † | Form of grant notice and terms and conditions for restricted stock units with no retirement provisions granted in 2026 under the 2011 Long-Term Incentive Plan. | ||
(v)* | Form of grant notice and terms and conditions for stock options granted in 2025 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K for the year ended December 31, 2024 (Commission File No. 001-13149). | |||
(vi)* | Form of grant notice and terms and conditions for restricted stock units granted in 2025 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(ii) to the Company’s Form 10-K for the year ended December 31, 2024 (Commission File No. 001-13149). | |||
(vii)* | Form of grant notice and terms and conditions for performance stock units granted in 2025 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(iii) to the Company’s Form 10-K for the year ended December 31, 2024 (Commission File No. 001-13149). | |||
(viii)* | Form of grant notice and terms and conditions for restricted stock units with no retirement provisions granted in 2025 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(iv) to the Company’s Form 10-K for the year ended December 31, 2024 (Commission File No. 001-13149). | |||
(ix)* | Form of grant notice and terms and conditions for restricted stock units granted in 2025 under the 2011 Long-Term Incentive Plan to non-employee directors — Incorporated by reference to Exhibit 10.1(i) to the Company’s Form 10-Q for the quarterly period ended June 30, 2025 (Commission File No. 001-13149). | |||
(x)* | Form of grant notice and terms and conditions for restricted stock units granted in 2024 under the 2011 Long-Term Incentive Plan to non-employee directors — Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2024 (Commission File No. 001-13149). | |||
(xi)* | Form of grant notice and terms and conditions for stock options granted in 2024 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K for the year ended December 31, 2023 (Commission File No. 001-13149). | |||
(xii)* | Form of grant notice and terms and conditions for restricted stock units granted in 2024 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(ii) to the Company’s Form 10-K for the year ended December 31, 2023 (Commission File No. 001-13149). | |||
(xiii)* | Form of grant notice and terms and conditions for performance stock units granted in 2024 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(iii) to the Company’s Form 10-K for the year ended December 31, 2023 (Commission File No. 001-13149). | |||
(xiv)* | Form of grant notice and terms and conditions for restricted stock units granted in 2023 under the 2011 Long-Term Incentive Plan to non-employee directors — Incorporated by reference to Exhibit 10(i) to the Company’s Form 10-Q for the quarterly period ended June 30, 2023 (Commission File No. 000-09165). | |||
(xv)* | Form of grant notice and terms and conditions for stock options granted in 2023 under the 2011 Long-Term Incentive Plan - Incorporated by reference to Exhibit 10(i) to the Company's Form 10-K for the year ended December 31, 2022 (Commission File No. 001-13149). | |||
(xvi)* | Form of grant notice and terms and conditions for restricted stock units granted in 2023 under the 2011 Long-Term Incentive Plan - Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2022 (Commission File No. 001-13149). | |||
(xvii)* | Form of grant notice and terms and conditions for performance stock units granted in 2023 under the 2011 Long-Term Incentive Plan - Incorporated by reference to Exhibit 10(iii) to the Company's Form 10-K for the year ended December 31, 2022 (Commission File No. 001-13149). | |||
(xviii)* | Form of grant notice and terms and conditions for restricted stock units granted in 2022 under the 2011 Long-Term Incentive Plan to non-employee directors — Incorporated by reference to Exhibit 10(i) to the Company's Form 10-Q for the quarterly period ended June 30, 2022 (Commission File No. 001-13149). | |||
(xix)* | Form of grant notice and terms and conditions for stock options granted in 2022 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(i) to the Company's Form 10-K for the year ended December 31, 2021 (Commission File No. 001-13149). | |||
(xx)* | Form of grant notice and terms and conditions for stock options granted in 2021 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(i) to the Company's Form 10-K for the year ended December 31, 2020 (Commission File No. 001-13149). | |||
(xxi)* | 2011 Long-Term Incentive Plan (as amended and restated effective May 8, 2025) — Incorporated by reference to Appendix B to the Proxy Statement for the Company's 2025 Annual Meeting of Shareholders (Commission File No. 001-13149). | |||
(xxii)* | Form of grant notice and terms and conditions for stock options granted in 2020 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2019 (Commission File No. 001-13149). | |||
(xxiii)* | Supplemental Savings and Retirement Plan (as amended effective January 1, 2008 and January 1, 2019) — Incorporated by reference to Exhibit 10(vi) to the Company's Form 10-K for the year ended December 31, 2019 (Commission File No. 001-13149) | |||
(xxiv)* | Form of grant notice and terms and conditions for stock options granted in 2019 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2018 (Commission File No. 001-13149). | |||
(xxv)* | Form of grant notice and terms and conditions for stock options granted in 2018 under the 2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2017 (Commission File |
51 |
STRYKER CORPORATION | 2025 FORM 10-K |
(xxvi)* | Stryker Corporation Executive Bonus Plan — Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated February 21, 2007 (Commission File No. 000-09165). | |||
(xxvii)* | Letter Agreement between Stryker Corporation and Glenn Boehnlein — Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated January 26, 2016 (Commission File No. 000-09165) | |||
(xxviii) | Form of Indemnification Agreement for Directors — Incorporated by reference to Exhibit 10 (xiv) to the Company's Form 10-K for the year ended December 31, 2008 (Commission File No. 000-09165). | |||
(xxix) | Form of Indemnification Agreement for Certain Officers—Incorporated by reference to Exhibit 10 (xv) to the Company's Form 10-K for the year ended December 31, 2008 (Commission File No. 000-09165).. | |||
(xxx) | Settlement Agreement between Howmedica Osteonics Corp. and the counsel listed on the signature pages thereto, dated as of November 3, 2014 (Rejuvenate and ABF II Hip Implant Products Liability Litigation) — Incorporated by reference to Exhibit 10xxiii | |||
(xxxi)* | Letter Agreement, dated January 27, 2025, between Stryker Corporation and Preston Wells — Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated January 28, 2025 (Commission File No. 001-13149). | |||
(xxxii) | Credit Agreement, dated February 25, 2025, between Stryker Corporation, certain subsidiaries as borrowers, Wells Fargo Bank, National Association as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. and Citibank, N.A. as Syndication Agents, the Co-Documentation Agents and Other Lenders party thereto — Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated February 25, 2025 (Commission File No. 001-13149). | |||
(xxxiii)* | Letter Agreement, dated December 2, 2025, between Stryker Corporation and Spencer Stiles — Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated December 4, 2025 (Commission File No. 001-13149). | |||
(xxxiv)* | Letter Agreement, dated December 2, 2025, between Stryker Corporation and Dylan Crotty — Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K dated December 4, 2025 (Commission File No. 001-13149). | |||
Exhibit 19— | ||||
(i) | † | Corporate Policy No. 6 | ||
(ii) | † | Insider Trading Guidelines | ||
Exhibit 21— | Subsidiaries of the registrant | |||
(i) | † | List of Subsidiaries. | ||
Exhibit 23— | Consent of experts and counsel | |||
(i) | † | Consent of Independent Registered Public Accounting Firm. | ||
Exhibit 31— | Rule 13a-14(a) Certifications | |||
(i) | † | Certification by Principal Executive Officer of Stryker Corporation. | ||
(ii) | † | Certification by Principal Financial Officer of Stryker Corporation. | ||
Exhibit 32— | 18 U.S.C. Section 1350 Certifications | |||
(i) | †† | Certification by Principal Executive Officer of Stryker Corporation. | ||
(ii) | †† | Certification by Principal Financial Officer of Stryker Corporation. | ||
Exhibit 97— | Policy Relating to Recovery of Erroneously Awarded Compensation | |||
(i) | Stryker Corporation Mandatory Clawback Policy — Incorporated by reference to Exhibit 97(i) to the Company's Form 10-K for the year ended December 31, 2023 (Commission File No. 001-13149). | |||
Exhibit 101— | iXBRL (Inline Extensible Business Reporting Language) Documents | |||
101.INS | iXBRL Instance Document | |||
101.SCH | iXBRL Schema Document | |||
101.CAL | iXBRL Calculation Linkbase Document | |||
101.DEF | iXBRL Definition Linkbase Document | |||
101.LAB | iXBRL Label Linkbase Document | |||
101.PRE | iXBRL Presentation Linkbase Document | |||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||
* | Compensation arrangement |
† | Filed with this Form 10-K |
†† | Furnished with this Form 10-K |
© | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Stryker hereby agrees to furnish supplementally a copy of any omitted schedule upon request by the U.S. Securities and Exchange Commission. |
ITEM 16. | FORM 10-K SUMMARY. |
52 |
STRYKER CORPORATION | 2025 FORM 10-K |
STRYKER CORPORATION | |||
Date: | February 11, 2026 | /s/ PRESTON W. WELLS | |
Preston W. Wells | |||
Vice President, Chief Financial Officer |
/s/ KEVIN A. LOBO | /s/ PRESTON W. WELLS | |
Kevin A. Lobo | Preston W. Wells | |
Chair and Chief Executive Officer | Vice President, Chief Financial Officer | |
(Principal Executive Officer) | (Principal Financial Officer) | |
/s/ WILLIAM E. BERRY JR. | ||
William E. Berry, Jr. | ||
Vice President, Chief Accounting Officer | ||
(Principal Accounting Officer) | ||
/s/ SHERILYN S. MCCOY | /s/ ANDREW K. SILVERNAIL | |
Sherilyn S. McCoy | Andrew K. Silvernail | |
Lead Independent Director | Director | |
/s/ MARY K. BRAINERD | /s/ LISA M. SKEETE TATUM | |
Mary K. Brainerd | Lisa M. Skeete Tatum | |
Director | Director | |
/s/ GIOVANNI CAFORIO | /s/ RONDA E. STRYKER | |
Giovanni Caforio, M.D. | Ronda E. Stryker | |
Director | Director | |
/s/ RACHEL M. RUGGERI | /s/ RAJEEV SURI | |
Rachel M. Ruggeri | Rajeev Suri | |
Director | Director | |
/s/ EMMANUEL P. MACEDA | ||
Emmanuel P. Maceda | ||
Director |