ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information management believes to be relevant to understanding the financial condition and results of operations of Boston Scientific Corporation and its subsidiaries for the years ended December 31, 2025 and 2024. For a full understanding of our financial condition and results of operations, this discussion should be read in conjunction with our consolidated financial statements and accompanying notes included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K (this Annual Report). For additional information on our financial condition and results of operations for the year ended December 31, 2023, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our previously filed Annual Report on Form 10-K. Executive Summary The following section describes some of our financial highlights and trends on a consolidated basis. For additional information on our business units and product offerings, refer to Part I, Item 1. Business of this Annual Report. (in millions, except per share data) Year Ended December 31, 2025 versus 2024 2025 versus 2024 2025 2024 $ % Reported net sales $ 20,074  $ 16,747  $ 3,327  19.9  % Reported net income (loss) attributable to Boston Scientific common stockholders 2,898  1,853  1,045  56.4  % Adjusted net income (loss) attributable to Boston Scientific common stockholders (non-GAAP measure) 4,574  3,725  849  22.8  % Net income (loss) per common share — diluted 1.94  1.25  0.69  55.2  % Adjusted net income (loss) per common share — diluted (non-GAAP measure) 3.06  2.51  0.55  21.9  % (in millions, except per share data) Year Ended December 31, 2024 versus 2023 2024 versus 2023 2024 2023 $ % Reported net sales $ 16,747  $ 14,240  $ 2,507  17.6  % Reported net income (loss) attributable to Boston Scientific common stockholders 1,853  1,570  283  18.0  % Adjusted net income (loss) attributable to Boston Scientific common stockholders (non-GAAP measure) 3,725  2,999  726  24.2  % Net income (loss) per common share — diluted 1.25  1.07  0.18  16.8  % Adjusted net income (loss) per common share — diluted (non-GAAP measure) 2.51  2.05  0.46  22.4  % 2025 versus 2024 2024 versus 2023 Net sales reported growth 19.9   % 17.6   % Impact of foreign currency fluctuations (0.7) % 0.9  % Net sales operational growth (non-GAAP measure) 19.2   % 18.5   % Impact of certain acquisitions and divestitures (3.4) % (2.1) % Net sales organic growth (non-GAAP measure) 15.8   % 16.4   % The increases in our reported net sales and reported net income attributable to Boston Scientific common stockholders in 2025 and 2024 were primarily driven by innovation and strong commercial execution across our businesses, particularly in our Electrophysiology business unit, and which was led by the continued growth of our Farapulse™ Pulsed Field Ablation System which launched in the U.S. in early 2024. Refer to Results of Operations for a discussion of our net sales by business. 33 To supplement our consolidated financial statements prepared on a GAAP basis, we disclose certain non-GAAP measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted. Operational net sales growth excludes the impact of foreign currency fluctuations. Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. Those acquisitions included our majority stake investment in Acotec Scientific Holdings Limited (Acotec) and the acquisitions of Apollo Endosurgery, Inc. (Apollo) and Relievant Medsystems, Inc. (Relievant) during the first, second and fourth quarters of 2023, respectively, the endoluminal vacuum therapy portfolio of B. Braun Medical Inc. (Braun), Silk Road Medical, Inc. (Silk Road Medical) and Axonics, Inc. (Axonics) during the first, third and fourth quarters of 2024, respectively, and Intera Oncology®, Inc. (Intera) during the second quarter of 2025. Our adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted exclude certain charges and/or credits as reported in our net income attributable to Boston Scientific common stockholders and net income per common share - diluted for purposes of assessing operating performance. Adjusted measures, including operational and organic net sales growth, adjusted net income attributable to Boston Scientific common stockholders and adjusted net income per common share - diluted, exclude certain items required by generally accepted accounting principles in the United States (GAAP), are not prepared in accordance with GAAP and should not be considered in isolation from, or as a replacement for, the most directly comparable GAAP measure. Refer to Additional Information for a discussion of management’s use of these non-GAAP financial measures. Macroeconomic Environment As a global developer, manufacturer and marketer of medical devices, our business is subject to local and international macroeconomic trends as well as geopolitical factors. Continued uncertainty around inflationary pressures, interest rates, foreign currency fluctuations, global trade policies and changes in tax laws, as well as actions by governments in response thereto, could create economic challenges which could negatively impact our business and results of operations. There continues to be significant uncertainty in the tariff environment and with respect to global trade policies, including changing tariff rates, tariff imposition delays, and the potential for reciprocal restrictive trade policies by the U.S. or other governments around the world. We continue to anticipate incurring incremental costs under the current schedule of tariffs on U.S. imports announced by the U.S. government, as well as any potential increases in tariffs introduced by China on U.S. manufactured products. While the U.S. and other governments continue negotiations on such measures, these and any further tariff increases on our products by the U.S., China or any other country or region, as well as sanctions or other measures that restrict international trade, could have a material adverse impact on our business operations and results. We continue to monitor the situation while exploring opportunities to mitigate the impacts of such tariffs. There can be no guarantee that we will be able to offset the impact of tariffs, the ultimate impact of which will depend on various factors, including the timing, scope, duration and nature of any tariffs, any other trade restrictions or opportunities to mitigate such impacts. Global supply chain conditions have continued to improve, however we have continued to experience, and may in the future experience, increases in cost and limited availability of certain raw materials, components, and other inputs necessary to manufacture and distribute our products due to constraints and inflation within the global supply chain, as well as increases in wage costs and the cost and time to distribute our products. Further, geopolitical developments and uncertainties, including related to various ongoing global conflicts and tensions, may also create economic, supply chain, transportation, energy, and other challenges, including disruptions to our suppliers or our customers' operations, which could negatively impact our business and results of operations. 34 Results of Operations Net Sales The following section describes our net sales by reportable segment and business. In the fourth quarter of 2025, an organizational change combined our legacy Cardiology and Peripheral Interventions businesses into a single Cardiovascular business. We have revised prior periods to conform to the current year presentation. The change had no impact on our reportable segments. For additional information on our business units and product offerings, refer to Part I, Item 1. Business of this Annual Report. Increase/(Decrease) Year Ended December 31, $ Reported Basis Impact of Foreign Currency Fluctuations Operational Basis Impact of Certain Acquisitions / Divestitures (1) Organic Basis (in millions) 2025 2024 Endoscopy $ 2,916 $ 2,687 $ 230  8.6  % (0.8) % 7.8  % (0.1) % 7.7  % Urology 2,709 2,200 509  23.1  % (0.4) % 22.7  % (17.9) % 4.7  % Neuromodulation 1,199 1,106 93  8.4  % (0.4) % 8.0  % —  % 8.0  % MedSurg 6,824 5,993 831   13.9   % (0.6) % 13.3   % (6.6) % 6.7   % Cardiovascular 13,250 10,755 2,495   23.2   % (0.7) % 22.5   % (1.6) % 20.8   % Net Sales $ 20,074 $ 16,747 $ 3,327   19.9   % (0.7) % 19.2   % (3.4) % 15.8   % Emerging Markets $ 2,985 $ 2,680 $ 305  11.4  % 0.2  % 11.6  % n/a n/a ( 1) Those acquisitions included the endoluminal vacuum therapy portfolio of Braun (Endoscopy), Silk Road Medical (Cardiovascular), Axonics (Urology) and Intera (Cardiovascular). Increase/(Decrease) Year Ended December 31, $ Reported Basis Impact of Foreign Currency Fluctuations Operational Basis Impact of Certain Acquisitions / Divestitures (2) Organic Basis (in millions) 2024 2023 Endoscopy $ 2,687 $ 2,482 $ 205  8.3  % 0.6  % 8.9  % (1.0) % 8.0  % Urology 2,200 1,964 236  12.0  % 0.5  % 12.5  % (3.3) % 9.3  % Neuromodulation 1,106 976 130  13.3  % 0.4  % 13.7  % (11.0) % 2.7  % MedSurg 5,993 5,422 571   10.5   % 0.6   % 11.1   % (3.6) % 7.5   % Cardiovascular 10,755 8,819 1,936   22.0   % 1.1   % 23.0   % (1.1) % 21.9   % Net Sales $ 16,747 $ 14,240 $ 2,507   17.6   % 0.9   % 18.5   % (2.1) % 16.4   % Emerging Markets $ 2,680 $ 2,310 $ 370  16.1  % 3.6  % 19.6  % n/a n/a ( 2) Those acquisitions included our majority stake investment in Acotec (Cardiovascular), the acquisitions of Apollo (Endoscopy), Relievant (Neuromodulation), the endoluminal vacuum therapy portfolio of Braun (Endoscopy), Silk Road Medical (Cardiovascular) and Axonics (Urology). MedSurg Endoscopy Our Endoscopy business develops and manufactures devices to diagnose and treat a broad range of gastrointestinal (GI) conditions with innovative, less-invasive technologies. In 2025, reported net sales growth was primarily driven by our biliary franchise, imaging systems and endoluminal surgery franchises. In 2024, reported net sales growth was primarily driven by our 35 endoluminal surgery franchise, our imaging systems franchise led by our EXALT™ Model D Single-Use Duodenoscope and our biliary franchise led by our AXIOS™ Stent and Delivery System. Urology Our Urology business develops and manufactures devices to treat various urological conditions for both male and female anatomies, including kidney stones, benign prostatic hyperplasia (BPH), prostate cancer, erectile dysfunction and incontinence. In 2025, reported net sales growth was primarily driven by the impact of the acquisition of Axonics and our stone management franchise. In 2024, reported net sales growth was primarily driven by our stone management franchise, led by our Lumenis Pulse™ Holmium Laser Systems with MOSES™ Technology, our prosthetic urology franchise, our prostate health franchise led by our Rezūm™ Systems, and the impact of our acquisition of Axonics. Neuromodulation Our Neuromodulation business develops and manufactures devices to treat various neurological movement disorders and manage chronic pain. In 2025, reported net sales growth was primarily driven by our Intracept™ Intraosseous Nerve Ablation System, and our spinal cord stimulation and deep brain stimulation franchises. In 2024, reported net sales growth was primarily driven by the impact of the acquisition of Relievant and our deep brain stimulation franchise and our radiofrequency ablation portfolio. Cardiovascular Our Cardiovascular business develops and manufactures devices and medical technologies for diagnosing and treating a variety of diseases and abnormalities of the heart, as well as products to diagnose and treat peripheral arterial and venous diseases and various forms of cancer. In 2025 and 2024, reported net sales growth was primarily driven by the growth of our Electrophysiology business unit, led by our Farapulse™ Pulsed Field Ablation (PFA) System, continued market penetration of Left Atrial Appendage Closure (LAAC) procedures with our WATCHMAN™ LAAC Devices, as well as our coronary therapies franchise led by our AGENT™ Drug-Coated Balloon. As previously disclosed, in the second quarter of 2025, we announced the discontinuation of worldwide sales of the ACURATE Neo2™ and ACURATE Prime™ Aortic Valve Systems and that we would no longer pursue U.S. FDA approval for ACURATE or approval in other geographies. We will instead focus our resources and efforts on the remainder of the portfolio. Emerging Markets As part of our strategic imperative to drive global expansion, we are seeking to grow net sales and market share by expanding our global presence, including in Emerging Markets. Our Emerging Markets countries include all countries except the United States, Western and Central Europe, Japan, Australia, New Zealand and Canada. Reported net sales growth was primarily driven by growth in China, fueled by the breadth of our portfolio and focus on innovation and strong commercial execution. Gross Profit Our gross profit was $13.854 billion in 2025, $11.490 billion in 2024 and $9.896 billion in 2023. The following is a reconciliation of our gross profit margins and a description of the drivers of the change from period to period: Gross Profit Margin Year Ended December 31, 2023 69.5% Sales pricing, volume and mix 0.7% All other, including inventory charges and other period expenses (1.6)% Year Ended December 31, 2024 68.6% Sales pricing, volume and mix 1.7% All other, including inventory charges and other period expenses (1.3)% Year Ended December 31, 2025 69.0% The primary factors that impacted gross profit margin for 2025 compared to 2024 were increased sales of higher margin products, partially offset by inventory charges resulting from the global discontinuation of the ACURATE platform, increased levels of tariffs and other period expenses. The primary factors contributing to the decrease in our gross profit margin for 2024 36 compared to 2023 were inventory charges, including related to the POLARx™ cryoablation system given the strong commercial adoption of our Farapulse™ PFA System, strategic manufacturing capacity investments and other period expenses, partially offset by increased sales of higher margin products. EU MDR Implementation Costs We began our EU MDR implementation efforts in late 2019 and have incurred cumulative expenses of $464 million through December 31, 2025, which are primarily being recorded within Cost of product sold . We expect to incur total expenses of approximately $475 million to $525 million over the transition period. Operating Expenses The following table provides a summary of our key operating expenses: Year Ended December 31, 2025 2024 2023 (in millions) $ % of Net Sales $ % of Net Sales $ % of Net Sales Selling, general and administrative expenses $ 6,887  34.3  % $ 5,984  35.7  % $ 5,190  36.4  % Research and development expenses 2,052  10.2  % 1,615  9.6  % 1,414  9.9  % Selling, General and Administrative (SG&A) Expenses In 2025, our SG&A expenses increased $903 million, or 15 percent compared to 2024 and were 140 basis points lower as a percentage of net sales. In 2024, our SG&A expenses increased $794 million, or 15 percent compared to 2023 and were 70 basis points lower as a percentage of net sales. The increase in SG&A expenses in both periods was driven by selling expenses associated with higher net sales and product launches, including the Farapulse™ PFA System in our Electrophysiology business unit. Research and Development (R&D) Expenses We remain committed to advancing medical technologies and investing in meaningful R&D projects across our businesses. In 2025, our R&D expenses increased $436 million, or 27 percent compared to 2024, and were 60 basis points higher as a percentage of net sales. In 2024, our R&D expenses increased $201 million, or 14 percent compared to 2023, and were 30 basis points lower as a percentage of net sales. The increase in R&D expenses in both periods was driven by investments across our businesses, including those required to support the development and clinical evidence necessary to bring newly acquired technologies to market and maintain a pipeline of products that we believe will contribute to profitable sales growth. Other Operating Expenses The following provides a summary of certain of our other operating expenses, which are excluded by management for purposes of evaluating operating performance; refer to Additional Information for a further description. Year Ended December 31, 2025 versus 2024 2024 versus 2023 2025 versus 2024 2024 versus 2023 (in millions) 2025 2024 2023 $ $ % % Amortization expense $ 897  $ 856  $ 828  $ 41  $ 28  4.8  % 3.4  % Intangible asset impairment charges 46  386  58  (341) 329  (88.2) % 568.2  % Intangible Asset Impairment Charges The impairment charges recorded in 2024 were primarily associated with amortizable intangible assets established in connection with our acquisitions of Cryterion Medical, Inc. (Cryterion) and Devoro Medical, Inc. (Devoro), which were 37 integrated into our Cardiovascular business. Intangible assets acquired from Cryterion were impaired due to strong commercial adoption of our Farapulse™ PFA System and the resulting lower revenue projections and cannibalization of our cryoablation business in major markets like the U.S. Intangible assets acquired from Devoro were impaired following management's decision to cancel the related program in the second quarter of 2024. Refer to Critical Accounting Estimates for a discussion of key assumptions used in our intangible asset impairment testing and future events that could have a negative impact on the recoverability of our intangible assets. Restructuring and Restructuring-related Net Charges (Credits) In February 2023, we committed to a global restructuring program (the 2023 Restructuring Plan). The 2023 Restructuring Plan helped to advance our Global Supply Chain Optimization strategy to simplify our manufacturing and distribution network by transferring certain production lines among facilities and expanding operational efficiencies and resiliency. Key activities under the 2023 Restructuring Plan also included optimizing certain functional capabilities to achieve cost synergies and better support business growth. On July 29, 2025, our Board of Directors approved expanding the 2023 Restructuring Plan by up to $250 million in aggregate additional pre-tax charges, to include further related activities under the program to drive operational efficiencies and optimize functional capabilities. The 2023 Restructuring Plan, including the expansion, is estimated to result in total pre-tax charges of approximately $700 million to $800 million. The activities associated with our 2023 Restructuring Plan, including the expansion, were substantially complete at the end of 2025. The following table provides a summary of cumulative pre-tax charges associated with the 2023 Restructuring Plan, including the expansion, by major type of cost: Type of Cost (in millions) Total Amount Incurred Restructuring charges: Termination benefits (1) $ 104 Other (2) 39 Restructuring-related expenses: Transfer costs (3) 312 Other (4) 213 $ 668 (1) Plans detailing specific employee impacts are developed for each affected region and business, working with employee representative bodies where required under local laws. (2) Consists primarily of consulting fees and costs associated with contractual cancellations. (3) Represents costs to transfer product and manufacturing lines between geographically dispersed facilities. (4) Comprised of other costs directly related to the restructuring program, including program management, impairment of right of use lease assets, accelerated depreciation and fixed asset write-offs. In addition, on May 28, 2025, we announced the discontinuation of worldwide sales of the ACURATE neo2™ and ACURATE Prime™ Aortic Valve Systems and that we would no longer pursue U.S. FDA approval for ACURATE or approval in other geographies. The decision resulted in total pre-tax restructuring and restructuring-related net charges of approximately $87 million in 2025. The activity was substantially complete at the end of 2025. Pursuant to the 2023 Restructuring Plan and the ACURATE discontinuation, we recorded the following restructuring and restructuring-related charges: Year Ended December 31, (in millions) 2025 2024 2023 Restructuring net charges (credits) (1) $ 101  $ 16  $ 69 Restructuring-related net charges (credits) (2) 242  212  115 (1) These charges are recorded in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 420, Exit or Disposal Cost Obligations. (2) These charges are primarily recorded within Cost of products sold, SG&A Expenses and R&D Expenses . 38 The following table presents our restructuring reserve balance: As of December 31, (in millions) 2025 2024 Restructuring reserve balance $ 59  $ 26 Litigation-related Net Charges (Credits) We record certain legal charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) within our consolidated financial statements. We recorded litigation-related net charges of $194 million in 2025 related to the resolution of a legacy IP-related matter related to an acquired company. We did not record any litigation-related net charges (credits) in 2024. All other legal charges, credits and costs are recorded within SG&A expenses . We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation, and therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with the financial covenant required by our credit arrangements. Refer to Note I – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for additional discussion of our material legal proceedings. Interest Expense The following table provides a summary of our Interest expense and average borrowing rate: Year Ended December 31, 2025 2024 2023 Interest expense (in millions) $ (349) $ (305) $ (265) Average borrowing rate 2.9  % 2.8  % 2.8  % Refer to Liquidity and Capital Resources, as well as Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for information regarding our debt obligations. Other, net The following are the components of Other, net : Year Ended December 31, (in millions) 2025 2024 2023 Interest income $ 29  $ 107  $ 22 Net foreign currency gain (loss) (12) (16) (41) Net gains (losses) on investments (1) 139  (79) (59) Other income (expense), net (35) (29) (14) $ 121   $ (16) $ (93) (1) Net gains (losses) on investments include investment portfolio net losses (gains) and impairments as well as the impact of recording our share of the earnings or losses of equity method investees. We recorded a $205 million gain in our investment portfolio, partially offset by other losses, presented in Net gains (losses) on investments, during the period ended December 31, 2025. The gain is primarily associated with the remeasurement of our previously held investment in Bolt Medical, Inc. (Bolt Medical) to fair value based on the allocation of the acquisition purchase price when we acquired the remaining shares of Bolt Medical in the second quarter of 2025. Interest income increased during 2024, compared to prior periods, primarily due to higher average cash balances invested as a result of our registered public offering of the 2024 Eurobonds during the first quarter of 2024. Net proceeds from the offering were primarily used to fund a 39 portion of the purchase price of our Axonics acquisition which was initially expected to close in the first half of 2024 and ultimately closed in the fourth quarter of 2024. Tax Rate The following table provides a reconciliation of our reported tax rate to the rate from continuing operations: Year Ended December 31, 2025 2024 2023 Reported tax rate 14.6  % 19.1  % 19.8  % Impact of certain receipts/charges (1) 4.3  % (1.1) % (0.2) % Rate from continuing operations 18.9  % 18.0  % 19.6  % (1)     These receipts/charges are taxed at different rates than our rate from continuing operations. Our reported tax rate is affected by recurring items such as the amount of our earnings subject to differing tax rates in foreign jurisdictions and the impact of certain receipts and charges that are taxed at rates that differ from our rate from continuing operations. In 2025, the principal reason for the difference between the rate from continuing operations and our reported tax rate relates to certain acquisition-related net charges and certain discrete tax benefits primarily related to stock-based compensation. In 2024, the principal reasons for the difference between the rate from continuing operations and our reported tax rate relate to certain acquisition-related net charges and impairment charges as well as certain discrete tax benefits primarily related to stock-based compensation and changes in valuation allowance. On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. It includes significant changes to corporate income taxes including extending and modifying many provisions of the Tax Cuts and Jobs Act. Provisions of the OBBBA impacting the Company include the immediate expensing of U.S. performed research and development expenditures as well as modifications to the taxation of our international operations. Certain provisions will take effect beginning in 2026, while others apply retroactively to January 1, 2025. The impact of OBBBA on our 2025 tax rate from continuing operations was immaterial, and we expect a similar impact in 2026. Effective January 1, 2024, many countries where we do business adopted a global minimum effective tax rate of 15% based on the Pillar Two framework issued by the Organization for Economic Cooperation and Development (OECD). The United States has not enacted the Pillar Two global minimum tax and on January 5, 2026, the OECD released new Administrative Guidance that introduced two new safe harbors which would effectively exempt US-based multinational companies and their subsidiaries from certain elements of the OECD global minimum tax framework beginning in 2026. However, these safe harbors must now be legislated domestically by each framework member country in accordance with their own process and timelines. We expect that, if ultimately enacted into law in the relevant countries, the new safe harbors would be beneficial to our tax rate from continuing operations. However, Pillar Two remains enacted law and significant uncertainty exists regarding the implementation of the January 5 th guidance as well as the interpretation of the existing Pillar Two rules, whether such rules will be implemented consistently across taxing jurisdictions, how such rules interact with existing national tax laws and whether such rules are consistent with existing tax treaty obligations. Developments related to these uncertainties could impact our expectations regarding the impact of the Pillar Two global minimum tax on our tax rate from continuing operations in 2026 and beyond. Future legislative developments regarding the applicability of the Pillar Two tax on U.S. companies and additional guidance by the U.S. Department of the Treasury regarding OBBBA could impact our expectations and interpretations regarding the impact on our tax rate from continuing operations. See Note H – Income Taxes to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for additional details on our tax rate. 40 Liquidity and Capital Resources Based on our current business plan, we believe our existing balance of Cash and cash equivalents , future cash generated from operations, access to capital markets and existing credit facilities will be sufficient to fund our operations, invest in our infrastructure, pay our legal-related liabilities, pay taxes due, service and repay our existing debt and fund possible acquisitions for the next 12 months and for the foreseeable future. Please refer to Contractual Obligations and Commitments below for additional details on our future payment obligations and commitments. As of December 31, 2025, we had $1.965 billion of unrestricted Cash and cash equivalents on hand, including approximately $57 million held by Acotec, a less than wholly owned entity of which we acquired a majority stake investment during the first quarter of 2023. The balance is comprised of $1.000 billion invested in money market funds and time deposits and $965 million in interest bearing and non-interest-bearing bank accounts. We invest excess cash on hand in short-term financial instruments that earn market interest rates while mitigating principal risk through instrument and counterparty diversification, as well as what we believe to be prudent instrument selection. We limit our direct exposure to securities in any one industry or issuer. In 2021, we entered into our $2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. The 2021 Revolving Credit Facility has a maturity date of May 10, 2029. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. There were no amounts outstanding under the 2021 Revolving Credit Facility or our commercial paper program as of December 31, 2025, resulting in an additional $2.750 billion of available liquidity. For additional details related to our debt obligations, including our financial covenant requirement, refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. On January 27, 2026, we completed our acquisition of 100 percent of Nalu Medical, Inc. (Nalu Medical), a privately held medical technology company focused on developing and commercializing innovative and minimally invasive solutions for patients with chronic pain. We had been an investor in Nalu Medical since 2017 and previously held an equity stake of approximately 9 percent. The transaction to acquire the remaining stake consisted of an upfront cash payment of approximately $517 million, net of cash acquired. The Nalu Medical business will be integrated into our Neuromodulation division. On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. The purchase price is valued at $374 per share, or approximately $14.500 billion. The transaction is expected to be completed in 2026, subject to customary closing conditions. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. The Penumbra business will be integrated into our Cardiovascular division. The following provides a summary and description of our net cash inflows (outflows): Year Ended December 31, (in millions) 2025 2024 2023 Cash provided by (used for) operating activities $ 4,534  $ 3,435  $ 2,503 Cash provided by (used for) investing activities (2,640) (5,687) (2,574) Cash provided by (used for) financing activities (395) 1,814  5 Operating Activities In 2025, cash provided by (used for) operating activities increased $1.100 billion as compared to 2024, primarily due to comparatively higher net sales and corresponding operating income. In 2024, cash provided by (used for) operating activities increased $932 million compared to 2023, primarily due to higher net sales and operating income, slower inventory buildup due to improved macroeconomic supply chain conditions, as well as increases in employee related accruals, accrued commissions and accrued rebates, partially offset by higher prepaid expenses and income tax receivables. 41 Investing Activities In 2025, cash provided by (used for) investing activities included net cash payments of $1.593 billion for acquisitions of multiple businesses, primarily related to Bolt Medical, SoniVie Ltd., Cortex, Inc., Intera, and Anrei Medical (HZ) Co., Ltd., and purchases of property, plant and equipment and internal use software of $876 million. In 2024, cash provided by (used for) investing activities included net cash payments of $4.640 billion, primarily related to the acquisitions of Axonics and Silk Road Medical, as well as purchases of property, plant and equipment and internal use software of $790 million. For more information on our acquisitions, refer to Note B – Acquisitions and Strategic Investments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. Financing Activities In 2025, cash provided by (used for) financing activities included the registered public offering of €1.500 billion in aggregate principal amount of euro-denominated senior notes (the 2025 Eurobonds). The 2025 Eurobonds offering resulted in cash proceeds of $1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe's €1.000 billion 0.750% Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short term investments, reduction of short term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our $500 million 1.900% Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes. In 2025, cash provided by (used for) financing activities also included payments for finance leases of $258 million, proceeds from the issuances of common stock pursuant to employee stock compensation and purchase plans of $282 million, and net payments from the issuance of commercial paper of $196 million. For more information, refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. In 2024, cash provided by (used for) financing activities included a registered public offering of €2.000 billion in aggregate principal amount of euro-denominated senior notes (the 2024 Eurobonds). The 2024 Eurobonds offering resulted in cash proceeds of $2.145 billion, net of investor discounts and issuance costs. We primarily used the net proceeds from the 2024 Eurobonds offering to fund a portion of the purchase price of our acquisition of Axonics and to pay related fees and expenses, and for general corporate purposes. We also used the net proceeds to fund the repayment at maturity of $504 million of our 3.450% Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes. In 2024, cash provided by (used for) financing activities also included proceeds from issuances of shares of common stock pursuant to employee stock compensation and purchase plans of $230 million and net proceeds from the issuance of commercial paper of $187 million. Our liquidity plans are subject to a number of risks and uncertainties, including those described in Part I, Item 1A. Risk Factors of this Annual Report, some of which are outside our control. These and other risks and uncertainties could limit our ability to successfully execute our business plans and adversely affect our liquidity plans. Financial Covenant As of December 31, 2025, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility. Covenant Requirement as of December 31, 2025   Actual as of December 31, 2025 Maximum permitted leverage ratio (1) 4.50 times   1.92 times (1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement. The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, for which consideration exceeds $1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. On November 15, 2024, we announced the closing of our acquisition of Axonics, which we had previously designated as a Qualified Acquisition under the credit agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time. As of December 31, 2025, the maximum permitted leverage ratio is 4.50 times. We believe that we have the ability to comply with the financial covenant for the next 12 months. 42 The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $500 million in cash and non-cash restructuring charges and restructuring-related expenses. As of December 31, 2025, we had none of the restructuring charge exclusion remaining; no further restructuring charges will be excluded. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, provided that the sum of any excluded net cash litigation payments do not exceed $1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of December 31, 2025, we had $1.160 billion of the litigation exclusion remaining. Debt The following table presents the current and long-term portions of our total debt: As of December 31, (in millions) 2025 2024 Current debt obligations $ 299  $ 1,778 Long-term debt 11,137  8,968 Total debt $ 11,436   $ 10,746 The following table presents the portions of our total debt that are comprised of fixed and variable rate debt instruments, which are presented on an amortized cost basis: As of December 31, (in millions) 2025 2024 Fixed-rate debt instruments $ 11,393  $ 10,507 Variable rate debt instruments 43  239 Total debt $ 11,436   $ 10,746 For additional details related to our debt obligations, including our financial covenant requirements, refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. Equity In 2025, we received $282 million in proceeds from stock issuances related to our stock option and employee stock purchase plans, compared to $230 million in 2024. Proceeds from the exercise of employee stock options and employee stock purchases vary from period to period based upon, among other factors, fluctuations in the trading price of our common stock and in the exercise and stock purchase patterns of our employees. Stock-based compensation expense related to our stock ownership plans was $299 million in 2025 and $266 million in 2024. Stock-based compensation expense varies from period to period based upon, among other factors, the timing, number and fair value of awards granted during the period, forfeiture levels related to unvested awards and employee contributions to our employee stock purchase plan, as well as the retirement eligibility of stock award recipients. On December 14, 2020, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $1.000 billion of our common stock. We did not repurchase any shares of our common stock in 2025 or 2024, and had the full amount available under the authorization as of December 31, 2025. There were approximately 263 million shares in treasury as of December 31, 2025 and 2024. 43 Contractual Obligations and Commitments (in millions) 2026 2027 2028 2029 2030 Thereafter Total Debt obligations (1) $ 255  $ 1,058  $ 1,226  $ 1,154  $ 1,200  $ 6,451  $ 11,343 Interest payments (2) 338  334  320  294  242  1,349  2,879 Lease obligations (3) 107  96  82  69  56  248  656 Purchase obligations (2) 1,051  268  186  90  57  176  1,830 Legal reserves (4) 115  —  —  —  —  —  115 $ 1,866   $ 1,755   $ 1,814   $ 1,607   $ 1,555   $ 8,225   $ 16,823 (1) Debt obligations are comprised of our senior notes outstanding as of December 31, 2025. This does not include unamortized debt issuance discounts, deferred financing costs and gains on fair value hedges or finance lease obligations. Refer to Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for additional information. (2) In accordance with U.S. GAAP, these obligations relate primarily to expenses associated with future periods and, with the exception of accrued interest, are not reflected in our consolidated balance sheet as of December 31, 2025. Interest payments included above are calculated based on rates and required fees applicable to our outstanding debt obligations as of December 31, 2025 described in Note E – Contractual Obligations and Commitments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. (3) Lease obligations include minimum lease payments under our operating lease agreements, but exclude expected lease payments for lease terms that have not yet commenced. Refer to Note F – Leases to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for more information. (4) Timing of payment for our long-term liability for legal matters that are probable and estimable as of December 31, 2025 is uncertain and as such it is excluded from the table above. Refer to Note I – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for more information. The amounts in the table above with respect to purchase obligations relate primarily to non-cancellable inventory commitments and capital expenditures entered in the normal course of business. The table above does not include: • Any future obligations to make payments of contingent consideration pursuant to certain of our acquisition agreements, due to the exact amount and timing of payments being uncertain. Refer to Note B – Acquisitions and Strategic Investments to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for more information; • Unrecognized tax benefits, accrued interest and penalties and other related items because the timing of their future cash settlement is uncertain. Refer to Note H – Income Taxes to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for more information; • A previously executed finance lease for additional office and warehouse space which commenced in December 2024. Total estimated undiscounted future lease payments are approximately $233 million. This lease has a remaining noncancellable lease term of 24 years. See Note F – Leases to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for more information; • The January 27, 2026 acquisition of the remaining stake of Nalu Medical, consisting of an upfront cash payment of approximately $517 million, net of cash acquired; • The definitive agreement, entered into on January 15, 2026, to acquire Penumbra, for approximately $14.500 billion, which is expected to close during 2026, subject to customary closing conditions. We plan to fund the transaction consideration through a combination of cash on hand and newly issued debt in an aggregate amount equal to approximately $11.000 billion, and the remaining portion of the transaction consideration will be paid in shares of our common stock. Legal Matters For a discussion of our material legal proceedings, see Note I – Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. 44 Critical Accounting Policies and Estimates Our financial results are affected by the selection and application of accounting policies and methods. We have adopted accounting policies to prepare our consolidated financial statements in conformity with U.S. GAAP. To prepare our consolidated financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting periods. Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions about material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period. The following are areas considered to be critical and require management’s judgment: Revenue Recognition, Inventory Provisions, Valuation of Intangible Assets and Contingent Consideration Liabilities, Goodwill Valuation, Legal and Product Liability Accruals and Income Taxes. See Note A – Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for additional information related to our accounting policies and our consideration of these critical accounting areas. Revenue Recognition Deferred Revenue We record a contract liability, or deferred revenue, when we have an obligation to provide a product or service to the customer and payment is received or due in advance of our performance. When we sell a device with a future service obligation, we defer revenue on the unfulfilled performance obligation and recognize this revenue over the related service period. For goods or services for which observable standalone selling prices are not available, or if sales volume is not sufficient, we estimate the standalone selling price considering entity-specific factors including, but not limited to, the expected cost and margin of the product or service. We allocate the transaction price using the relative standalone selling price method. The use of alternative estimates could result in a different amount of revenue deferral. Variable Consideration We generally allow our customers to return defective, damaged and, in certain cases, expired products for credit. We base our estimate for sales returns upon historical trends and record the amount as a reduction to revenue when we sell the initial product. In addition, we may allow customers to return previously purchased products for next-generation product offerings. For these transactions, we defer recognition of revenue on the sale of the earlier generation product based upon an estimate of the amount of product to be returned when the next-generation products are shipped to the customer. Uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to sales returns and could cause actual returns to differ from these estimates. We also offer sales rebates and discounts to certain customers and record these as a reduction of revenue and classify the corresponding liability as current. We estimate rebates for products where there is sufficient historical information available to predict the volume of expected future rebates. If we are unable to reasonably estimate the expected rebates, we record a liability for the maximum rebate percentage offered. 45 Valuation of Intangible Assets, Goodwill and Contingent Consideration Liabilities We base the fair value of identifiable intangible assets acquired in a business combination, including in-process research and development (IPR&D), on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination to goodwill. Further, for those arrangements that involve potential future contingent consideration, we record on the date of acquisition a liability equal to the fair value of the estimated additional consideration we may be obligated to pay in the future. We re-measure this liability each reporting period and record changes in the fair value through a separate line item within our consolidated statements of operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount rates, periods, timing and amount of projected revenue or timing or likelihood of achieving regulatory, revenue or commercialization-based milestones. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows, discount rates, useful life or probability of achieving clinical, regulatory or revenue-based milestones could result in different purchase price allocations and recognized amortization expense and contingent consideration expense or benefit in current and future periods. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or adjustment to the remaining useful life. If we determine it is more likely than not that the asset is impaired based on our qualitative assessment of impairment indicators, we test the intangible asset for recoverability. If the carrying value of the intangible asset is determined not recoverable , we will write the carrying value down to fair value in the period the impairment is identified. We calculate fair value of our intangible assets as the present value of estimated future cash flows we expect to generate from the asset using a risk-adjusted discount rate. The use of alternative assumptions, including estimated cash flows, discount rates and alternative estimated remaining useful lives could result in different calculations of impairment. In addition, we test our indefinite-lived intangible assets at least annually for impairment and reassess their classification as indefinite-lived assets, or more frequently if indicators exist. We assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that our indefinite-lived intangible assets are impaired. If we conclude that it is more likely than not that the asset is impaired, we then determine the fair value of the intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value . If the carrying value exceeds the fair value of the indefinite-lived intangible asset, we write the carrying value down to fair value. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates. We test our goodwill balances, utilizing both the qualitative and quantitative approach described in FASB ASC Topic 350, Intangibles - Goodwill and Other (FASB ASC Topic 350), in the second quarter of each year as of April 1 for impairment, or more frequently if impairment indicators are present or changes in circumstances suggest an impairment may exist. We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. For our 2025 annual impairment assessment, we identified the following reporting units for purposes of our annual goodwill impairment test: Interventional Cardiology, Rhythm Management, Peripheral Interventions, Endoscopy, Urology and Neuromodulation. Based on the criteria prescribed in FASB ASC Topic 350 , we aggregated the Interventional Cardiology Therapies and Watchman components of our Cardiology operating segment into a single Interventional Cardiology reporting unit and aggregated the Cardiac Rhythm Management and Electrophysiology components into a single Rhythm Management reporting unit. I n the fourth quarter of 2025, an organizational change combined our legacy Cardiology and Peripheral Interventions operating segments into a single Cardiovascular operating segment. This change had no impact on our reporting units or reportable segments. In performing annual impairment assessments, when a quantitative test is performed, we typically use the income approach, specifically the Discounted Cash Flow method, to derive the fair value of each of our reporting units in preparing our goodwill impairment assessments. We have considered using the market approach and cost approach but concluded they are not appropriate in valuing our reporting units given the lack of relevant market comparisons available for application of the market approach and the inability to replicate the value of the specific technology-based assets within our reporting units for application of the cost approach. In applying the income approach, we make assumptions about the amount and timing of future expected cash flows, terminal value growth rates and appropriate discount rates. The amount and timing of future cash flows within our Discounted Cash Flow analysis is based on our most recent operational budgets, long range strategic plans and other estimates. The terminal value growth rate reflects our best estimates for stable, perpetual growth of our reporting units. We use estimates of market- 46 participant risk-adjusted weighted average cost of capital as a basis for determining the discount rates to apply to our reporting units’ future expected cash flows. Although we use consistent methodologies in developing the assumptions and estimates underlying the fair value calculations used in our impairment tests, these estimates are uncertain by nature and can vary from actual results. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, cash flows and discount rates could result in different fair value estimates. Future events that could have a negative impact on the levels of excess fair value over carrying value of our reporting units include, but are not limited to, changes in economic and market conditions, a significant adverse change in legal factors, the level of success of ongoing and future research and development efforts, the level of success in managing the growth of acquired companies, operational performance of the business or key personnel, and an adverse action or assessment by a regulator. Negative changes in one or more of these factors, among others, could result in future impairment charges. Legal and Product Liability Accruals We are involved in various legal and regulatory proceedings, including intellectual property, breach of contract, securities litigation and product liability suits. In some cases, the claimants seek damages, as well as other relief, which, if granted, could require significant expenditures or impact our ability to sell our products. We are also the subject of certain governmental investigations, which could result in substantial fines, penalties and administrative remedies. We accrue anticipated costs of settlement, damages, losses for claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. Litigation and product liability matters are inherently uncertain, and the outcomes of individual matters are difficult to predict and quantify. As such, significant judgment is required in determining our legal and product liability accruals. Our estimates related to our legal and product liability accruals may change as additional information becomes available to us, including information related to the nature or existence of claims against us, trial court or appellate proceedings, and mediation, arbitration or settlement proceedings. Income Taxes We reduce our deferred tax assets by a valuation allowance if, based upon the weight of available evidence, it is more likely than not that we will not realize some portion or all the deferred tax assets. We consider relevant evidence, both positive and negative, to determine the need for a valuation allowance. Information evaluated includes our financial position and results of operations for the current and preceding years, the availability of deferred tax liabilities and tax carrybacks, as well as estimates of the impact of future taxable income and available prudent and feasible tax-planning strategies. The realizability assessments made at a given balance sheet date are subject to change, particularly if earnings of a subsidiary are inconsistent with expectations, or if we take operational or tax planning actions that could impact the future taxable earnings of a subsidiary. Each reporting period, we monitor the need for valuation allowances for each filing group in each jurisdiction where we are subject to tax. Based on currently available information, we believe that it is more likely than not that our deferred tax assets, net of valuation allowances, will be realized. We establish reserves when we believe that certain positions are likely to be challenged despite our belief that our tax return positions are fully supportable. The calculation of our tax liabilities involves significant judgment based on individual facts, circumstances, and information available in addition to applying complex tax regulations across our global operations. To recognize an uncertain tax benefit in the consolidated financial statements, the taxpayer must determine if it is more likely than not that the position will be sustained, with the measurement of the resulting benefit calculated as the largest amount more than 50 percent likely to be realized upon resolution of the audit by the tax authorities. We review these tax uncertainties each reporting period to consider changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. Upon final resolution with tax authorities, we may prevail in positions for which reserves have been established, or we may be required to pay amounts more than established reserves. New Accounting Pronouncements Refer to Note P – New Accounting Pronouncements to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report for additional information on standards implemented during 2025 and standards to be implemented in future periods. 47 Additional Information Use of Non-GAAP Financial Measures To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share (EPS) that exclude certain charges (credits); operational net sales, which exclude the impact of foreign currency fluctuations; and organic net sales, which exclude the impact of foreign currency fluctuations as well as the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. These non-GAAP financial measures are not in accordance with U.S. GAAP and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes. To calculate adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share, we exclude certain charges (credits) from GAAP net income and GAAP net income attributable to Boston Scientific common stockholders, which include amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), investment portfolio net losses (gains) and impairments, restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits), EU MDR implementation costs, debt extinguishment net charges, deferred tax expenses (benefits) and certain discrete tax items. Amounts are presented after-tax using our effective tax rate, unless the amount is a significant unusual or infrequently occurring item in accordance with FASB ASC Topic 740-270-30, "General Methodology and Use of Estimated Annual Effective Tax Rate." The GAAP financial measure most directly comparable to adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders and adjusted net income (loss) per share are GAAP net income (loss), GAAP net income (loss) attributable to Boston Scientific common stockholders and GAAP net income (loss) per common share - diluted, respectively. To calculate operational net sales growth rates, which exclude the impact of foreign currency fluctuations, we convert actual net sales from local currency to U.S. dollars using constant foreign currency exchange rates in the current and prior periods. To calculate organic net sales growth rates, we also remove the impact of certain acquisitions and divestitures with less than a full period of comparable net sales. The GAAP financial measure most directly comparable to operational net sales and organic net sales is net sales reported on a GAAP basis. Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP financial measure are included below and under Executive Summary and Results of Operations above. Management uses these supplemental non-GAAP financial measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess our performance relative to our competitors and to establish operational goals and forecasts that are used in allocating resources. In addition, management uses these non-GAAP financial measures to further its understanding of the performance of our operating segments. The adjustments excluded from our non-GAAP financial measures are consistent with those excluded from our operating segments’ measures of net sales and profit or loss. These adjustments are excluded from the segment measures reported to our chief operating decision maker that are used to make operating decisions and assess performance. We believe that presenting adjusted net income (loss), adjusted net income (loss) attributable to Boston Scientific common stockholders, adjusted net income (loss) per share, operational and organic net sales growth rates, in addition to the corresponding GAAP financial measures, provides investors greater transparency to the information used by management for its operational decision-making and allows investors to see our results “through the eyes” of management. We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance. 48 The following is an explanation of each of the adjustments that management excluded as part of these non-GAAP financial measures as well as reasons for excluding each of these individual items. In each case, management has excluded the item for purposes of calculating the relevant non-GAAP financial measure to facilitate an evaluation of our current operating performance and a comparison to our past operating performance: Adjusted Net Income (loss), Adjusted Net Income (loss) Attributable to Common Stockholders and Adjusted Net Income (loss) per Share • Amortization expense - We record intangible assets acquired in a business combination or asset acquisition, as well as internally-developed patents at historical cost and amortize them over their estimated useful lives. Amortization expense is excluded from management's assessment of operating performance due to its non-cash nature and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance, • Goodwill and other intangible asset impairment charges - These amounts represent write-downs of certain goodwill and/or other intangible asset balances. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment and test our other indefinite-lived intangible assets at least annually for impairment. Similarly, we test our goodwill on an annual basis in the second quarter of each year and monitor for indicators of impairment during the remaining quarters. If we determine the carrying value of the amortizable intangible asset is not recoverable, goodwill of a reporting unit is impaired or it is more likely than not that the indefinite-lived asset is impaired , we will write the carrying value down to fair value in the period identified. Impairment charges are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance, • Acquisition/divestiture-related net charges (credits) - These adjustments may consist of (a) contingent consideration fair value adjustments; (b) gains on previously held investments; (c) due diligence, deal fees and other fees and costs related to our acquisition and divestiture transactions; (d) inventory step-up amortization and accelerated compensation expense; (e) integration and exit costs; and (f) separation costs and gains or losses primarily associated with the sale of a business or portion of a business. The contingent consideration fair value adjustments represent accounting adjustments to state contingent consideration liabilities at their estimated fair value. These adjustments can be highly variable depending on the assessed likelihood and amount of future contingent consideration. Gains on previously held investments, due diligence, deal fees and other fees and costs, inventory step-up amortization, accelerated compensation expense, and other expenses and gains or losses associated with divestitures or acquisitions can be highly variable and not representative of ongoing operations. Integration, separation and exit costs include contract cancellations, severance and other compensation-related charges and costs, project management fees and costs, and other direct costs associated with the integration of our acquisitions or separation of our divested businesses. These integration, separation and exit activities take place over a defined timeframe and have distinct project timelines, are incremental to activities and costs that arise in the ordinary course of our business and are not considered part of our core, ongoing operations. These acquisition/divestiture-related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance, • Restructuring and restructuring-related net charges (credits) - These adjustments primarily represent severance and other compensation-related charges, fixed asset write-offs, contract cancellations, project management fees, facility shut down costs, costs to transfer manufacturing lines between geographically dispersed facilities and other direct costs associated with our restructuring plans. These restructuring plans each consist of distinct initiatives that are fundamentally different from our ongoing, core cost reduction initiatives in terms of, among other things, the frequency with which each action is performed and the required planning, resourcing, cost and timing. Examples of such initiatives include the movement of business activities, facility consolidations and closures and the transfer of product lines between manufacturing facilities, which, due to the highly regulated nature of our industry, requires a significant investment in time and cost to create duplicate manufacturing lines, run product validations and seek regulatory approvals. Restructuring plans take place over a defined timeframe and have a distinct project timeline that requires, and begins subsequent to, approval by our Board of Directors. In contrast to our ongoing cost reduction initiatives, restructuring plans typically result in duplicative cost and exit costs over the defined timeframe and are not considered part of our core, ongoing operations. In addition, in 2025, we incurred restructuring and restructuring-related net charges (credits) associated with management's decision to discontinue worldwide sales of the ACURATE neo2™ and ACURATE Prime™ Aortic Valve Systems. These restructuring plans and activities are incremental to the core activities that arise in the ordinary course of our business. Restructuring and restructuring- 49 related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance, • Litigation-related net charges (credits) - These adjustments include certain product liability and other litigation-related charges and credits. We record these charges and credits, which we consider to be unusual or infrequent and significant, within the litigation-related charges (credits) line in our consolidated statements of operations; all other legal charges, credits and costs are recorded within selling, general and administrative expenses. Certain litigation-related net charges (credits) are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance, • EU MDR implementation costs - These adjustments represent certain incremental costs specific to complying with new regulatory requirements in the EU. EU MDR replaced the existing MDD regulatory framework, and manufacturers of medical devices were required to comply with EU MDR beginning in May 2021 for new products and by May 2024 for medical devices which have a valid CE Certificate to the Directives issued before May 2021. In 2023, updates to the legislative text of the EU MDR were adopted by the European Parliament and the Council of the European Union, including an extension of the transitional period to 2027 for certain high risk class devices and 2028 for lower risk class medical devices that have a valid CE Certificate to the Directives issued before May 2021. We expect to incur significant expenditures in connection with the adoption of the EU MDR requirements and we consider the adoption of EU MDR to be a significant change to a regulatory framework, and therefore, these expenditures are not considered to be ordinary course expenditures in connection with regulatory matters. As such, certain of these costs are excluded from management's assessment of operating performance and from our operating segments' measures of profit and loss used for making operating decisions and assessing performance, • Debt extinguishment net charges - These amounts relate to the early extinguishment of certain outstanding principal amounts of our senior notes. Certain debt extinguishment net charges are excluded from management's assessment of operating performance used for making operating decisions and assessing performance, • Investment portfolio net losses (gains) and impairments - These amounts represent write-downs or fair value remeasurement gains and losses related to our investment portfolio. Each reporting period, we evaluate our investments without a readily determinable fair value to determine if there are any events or circumstances that are likely to have a significant adverse effect on the fair value of the investment. If we identify an impairment indicator, we will estimate the fair value of the investment and compare it to its carrying value and determine if the impairment is other-than-temporary, and recognize an impairment loss. In addition, for those investments accounted for under the measurement alternative method of accounting, we record gains and losses to remeasure the carrying value of the investments to their fair values based on observable market prices or implied market values. Investment impairment charges and fair value remeasurements can be highly variable dependent on external market factors and conditions relative to the underlying investee, which are generally outside of the control of management, as such these amounts are excluded from management's assessment of performance, • Deferred tax expenses (benefits) - This adjustment relates to a significant non-cash tax benefit arising from an intra-entity asset transfer of intellectual property completed in the fourth quarter of 2019 which resulted in our recording a $4.102 billion net deferred tax asset. The deferred tax benefit associated with the establishment of the net deferred tax asset as well as any deferred tax expense resulting from the reversal of the deferred tax asset are excluded from management's assessment of operating performance used for making operating decisions and assessing performance, and • Discrete tax items - These items represent adjustments for certain tax charges (credits) including those which (a) are related to the indirect consequences of non-GAAP charges (credits) on limitations that impact certain tax benefits or incentives in the current period or (b) are related to the tax consequences of a non-GAAP adjustment item booked in a prior period. These discrete tax items are excluded from management's assessment of operating performance used for making operating decisions and assessing performance. Operational Net Sales • The impact of foreign currency fluctuations is highly variable and difficult to predict. Accordingly, management excludes the impact of foreign currency fluctuations for purposes of reviewing net sales and growth rates to facilitate an evaluation of our current operating performance and a comparison to our past operating performance. 50 Organic Net Sales • Organic net sales growth excludes the impact of foreign currency fluctuations and net sales attributable to certain acquisitions and divestitures for which there are less than a full period of comparable net sales. The following is a reconciliation of our results of operations prepared in accordance with GAAP to those adjusted results considered by management: Year Ended December 31, 2025 (in millions, except per share data) Income (Loss) Before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share Reported $ 3,385   $ 493   $ 2,892   $ (6) $ 2,898   $ 1.94 Non-GAAP adjustments: Amortization expense 897  127  770  9  761  0.51 Goodwill and other intangible asset impairment charges 46  8  37  —  37  0.02 Acquisition/divestiture-related net charges (credits) 245  59  186  —  186  0.12 Restructuring and restructuring-related net charges (credits) 343  46  298  —  298  0.20 Litigation-related net charges (credits) 194  45  149  —  149  0.10 Investment portfolio net losses (gains) and impairments 26  (0) 26  —  26  0.02 European Union (EU) Medical device regulation (MDR) implementation costs 46  6  39  —  39  0.03 Deferred tax expenses (benefits) —  (206) 206  —  206  0.14 Discrete tax items —  27  (27) —  (27) (0.02) Adjusted $ 5,182   $ 605   $ 4,577   $ 3   $ 4,574   $ 3.06 Year Ended December 31, 2024 (in millions, except per share data) Income (Loss) Before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share Reported $ 2,282   $ 436   $ 1,846   $ (8) $ 1,853   $ 1.25 Non-GAAP adjustments: Amortization expense 856  113  743  9  734  0.49 Goodwill and other intangible asset impairment charges 386  48  339  —  339  0.23 Acquisition/divestiture-related net charges (credits) 403  28  375  —  375  0.25 Restructuring and restructuring-related net charges (credits) 229  30  199  —  199  0.13 Litigation-related net charges (credits) —  0  (0) —  (0) (0.00) Investment portfolio net losses (gains) and impairments 20  1  19  —  19  0.01 EU MDR implementation costs 52  7  45  —  45  0.03 Deferred tax expenses (benefits) —  (165) 165  —  165  0.11 Discrete tax items —  4  (4) —  (4) (0.00) Adjusted $ 4,229   $ 502   $ 3,726   $ 1   $ 3,725   $ 2.51 51 Year Ended December 31, 2023 (in millions, except per share data) Income (Loss) Before Income Taxes Income Tax Expense (Benefit) Net Income (Loss) Preferred Stock Dividends Net Income (Loss) Attributable to Noncontrolling Interests Net Income (Loss) Attributable to Boston Scientific Common Stockholders Impact per Share (1) Reported $ 1,985   $ 393   $ 1,592   $ (23) $ (1) $ 1,570   $ 1.07 Non-GAAP adjustments: Amortization expense 828  115  713  —  4  709  0.48 Goodwill and other intangible asset impairment charges 58  4  54  —  —  54  0.04 Acquisition/divestiture-related net charges (credits) 373  21  352  —  —  352  0.24 Restructuring and restructuring-related net charges (credits) 185  29  156  —  —  156  0.11 Litigation-related net charges (credits) (111) (23) (88) —  —  (88) (0.06) Investment portfolio net losses (gains) and impairments 21  (3) 24  —  —  24  0.02 EU MDR implementation costs 69  10  59  —  —  59  0.04 Deferred tax expenses (benefits) —  (155) 155  —  —  155  0.11 Discrete tax items —  (8) 8  —  —  8  0.01 Adjusted $ 3,407   $ 382   $ 3,025   $ (23) $ 4   $ 2,999   $ 2.05 (1) For 2023, the effect of assuming the conversion of our 5.50% Mandatory Convertible Preferred Stock, Series A (MCPS) into shares of common stock was anti-dilutive, and therefore excluded from the calculation of Net income (loss) per common share - diluted (EPS). Accordingly, GAAP Net income (loss) and Adjusted net income were reduced by cumulative Preferred stock dividends , as presented in our consolidated statements of operations, for purposes of calculating GAAP Net income attributable to Boston Scientific common stockholders . On June 1, 2023, all outstanding shares of MCPS automatically converted into shares of common stock. 52 Management’s Annual Report on Internal Control over Financial Reporting As the management of Boston Scientific Corporation, we are responsible for establishing and maintaining adequate internal control over financial reporting. We designed our internal control process to provide reasonable assurance to management and the 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. We assessed the effectiveness of our internal control over financial reporting as of 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 framework). Based on our assessment, we believe that, as of December 31, 2025, our internal control over financial reporting is effective at a reasonable assurance level based on these criteria. In accordance with the SEC Staff's interpretive guidance for newly acquired businesses, we are permitted to omit an assessment of an acquired business's internal control over financial reporting from our assessment of internal control for up to one year from the acquisition date. As such, we have excluded our acquisitions of Anrei Medical (HZ) Co., Ltd., SoniVie Ltd., Intera Oncology®, Inc, Bolt Medical, Inc., and Cortex, Inc., each acquired during 2025, from our annual assessment of internal controls over financial reporting as of December 31, 2025. These businesses represented less than one percent of total assets as of December 31, 2025 and less than one percent of net sales for the year then ended. Ernst & Young LLP, an independent registered public accounting firm, has issued an audit report on the effectiveness of our internal control over financial reporting. This report, in which they expressed an unqualified opinion, is included below. /s/ Michael F. Mahoney   /s/ Jonathan Monson Michael F. Mahoney     Jonathan Monson President and Chief Executive Officer     Executive Vice President and Chief Financial Officer 53 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Boston Scientific Corporation Opinion on Internal Control Over Financial Reporting We have audited Boston Scientific 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, Boston Scientific 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 Anrei Medical (HZ) Co. Ltd., SoniVie Ltd., Intera Oncology®, Inc., Bolt Medical, Inc., and Cortex, Inc., which are included in the 2025 consolidated financial statements of the Company and constituted less than one percent of total assets as of December 31, 2025 and less than one percent 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 Anrei Medical (HZ) Co. Ltd., SoniVie Ltd., Intera Oncology®, Inc., Bolt Medical, Inc., and Cortex, Inc. 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 17, 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 Annual 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) 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. 54 /s/ Ernst & Young LLP Boston, Massachusetts February 17, 2026 55 ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We develop, manufacture and sell medical devices globally and our earnings and cash flows are exposed to market risk from changes in currency exchange rates and interest rates. We address these risks through a risk management program that includes the use of derivative financial instruments. We operate the program pursuant to documented corporate risk management policies. We do not enter derivative transactions for speculative purposes. Gains and losses on derivative financial instruments substantially offset losses and gains on underlying hedged exposures. Furthermore, we manage our exposure to counterparty risk on derivative instruments by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions. Our currency risk consists primarily of foreign currency denominated firm commitments, forecasted foreign currency denominated intercompany and third-party transactions and net investments in certain subsidiaries. We use both nonderivative (primarily European manufacturing operations) and derivative instruments to manage our earnings and cash flow exposure to changes in currency exchange rates. We had currency derivative instruments outstanding in the contract amount of $12.726 billion as of December 31, 2025 and $7.636 billion as of December 31, 2024. A ten percent appreciation in the U.S. dollar’s value relative to the hedged currencies would increase the derivative instruments’ fair value by $804 million as of December 31, 2025 compared to $322 million as of December 31, 2024. A ten percent depreciation in the U.S. dollar’s value relative to the hedged currencies would decrease the derivative instruments’ fair value by $982 million as of December 31, 2025 compared to $394 million as of December 31, 2024. Any increase or decrease in the fair value of our currency exchange rate sensitive derivative instruments would be substantially offset by a corresponding decrease or increase in the fair value of the hedged underlying asset, liability or forecasted transaction, resulting in minimal impact on our earnings. Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We have historically used interest rate derivative instruments to manage our earnings and cash flow exposure to changes in interest rates. We had no interest rate derivative instruments outstanding as of December 31, 2025 and December 31, 2024. As of December 31, 2025, $11.343 billion in aggregate principal amount of our outstanding debt obligations were at fixed interest rates, representing approximately 100 percent of our total debt, on an amortized cost basis. As of December 31, 2025, our outstanding debt obligations at fixed interest rates were comprised of senior notes. See Note D – Hedging Activities and Fair Value Measurements to our consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K for further information regarding our derivative financial instruments. 56 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Boston Scientific Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Boston Scientific Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 57 Valuation of intangible assets acquired in business combinations Description of the Matter As disclosed in Note B to the consolidated financial statements, during 2025, the Company completed the acquisitions of Bolt Medical, Inc. and SoniVie Ltd. for purchase prices, net of cash acquired, of $782 million and $516 million, respectively. Auditing the Company’s accounting for its business combinations was complex due to the significant estimation required by management to determine the fair value of identified intangible assets, which consisted of $720 million of in-process research and development (“IPR&D”) and $142 million of developed technology. The Company used an income approach to measure the IPR&D and technology-related intangible assets acquired. The significant assumptions used to estimate the fair value of the intangible assets included certain assumptions that form the basis of the forecasted results, including revenue growth rates and probability of regulatory success. These significant assumptions are forward-looking and could be affected by future economic and market conditions. 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 Company’s accounting for business combination transactions. For example, we tested controls over the identification and valuation of intangible assets, including the methodology used by the Company and the significant assumptions used to develop such estimates. We read the purchase agreements, evaluated the significant assumptions and methods used in developing the fair value estimates, and tested the recognition of (1) the tangible assets acquired and liabilities assumed at fair value; (2) the identifiable intangible assets acquired at fair value; and (3) goodwill measured as a residual. To test the estimated fair value of the intangible assets acquired, 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 evaluated the completeness and accuracy of the underlying data used in the analyses. For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired businesses and to other guideline companies within the same industry. We involved our valuation professionals to assist with our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1992. Boston, Massachusetts February 17, 2026 58 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, (in millions, except per share data) 2025 2024 2023 Net sales $ 20,074   $ 16,747   $ 14,240 Cost of products sold (excluding amortization expense) 6,221   5,257   4,345 Gross profit 13,854   11,490   9,896 Operating expenses: Selling, general and administrative expenses 6,887   5,984   5,190 Research and development expenses 2,052   1,615   1,414 Royalty expense 46   33   46 Amortization expense 897   856   828 Intangible asset impairment charges 46   386   58 Contingent consideration net expense (benefit) 18   ( 5 ) 58 Restructuring net charges (credits) 101   16   69 Litigation-related net charges (credits) 194   —   ( 111 ) 10,241   8,887   7,553 Operating income (loss) 3,613   2,603   2,343 Other income (expense): Interest expense ( 349 ) ( 305 ) ( 265 ) Other, net 121   ( 16 ) ( 93 ) Income (loss) before income taxes 3,385   2,282   1,985 Income tax expense (benefit) 493   436   393 Net income (loss) 2,892   1,846   1,592 Preferred stock dividends —   —   ( 23 ) Net income (loss) attributable to noncontrolling interests ( 6 ) ( 8 ) ( 1 ) Net income (loss) attributable to Boston Scientific common stockholders $ 2,898   $ 1,853   $ 1,570 Net income (loss) per common share — basic $ 1.96   $ 1.26   $ 1.08 Net income (loss) per common share — diluted $ 1.94   $ 1.25   $ 1.07 Weighted-average shares outstanding Basic 1,480.4   1,471.5   1,453.0 Diluted 1,494.5   1,485.9   1,463.5 See notes to the consolidated financial statements. Amounts may not add due to rounding. 59 BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended December 31, (in millions) 2025 2024 2023 Net income (loss) $ 2,892   $ 1,846   $ 1,592 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ( 685 ) 225   ( 105 ) Net change in derivative financial instruments ( 202 ) 1   ( 115 ) Net change in defined benefit pensions and other items 15   ( 8 ) ( 9 ) Other comprehensive income (loss) ( 872 ) 218   ( 230 ) Comprehensive income (loss) 2,020   2,064   1,362 Net income (loss) attributable to noncontrolling interests ( 6 ) ( 8 ) ( 1 ) Other comprehensive income (loss) attributable to noncontrolling interests 12   ( 7 ) ( 10 ) Comprehensive income (loss) attributable to noncontrolling interests 6   ( 15 ) ( 11 ) Comprehensive income attributable to Boston Scientific common stockholders $ 2,013   $ 2,079   $ 1,373 See notes to the consolidated financial statements. Amounts may not add due to rounding. 60 BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, (in millions, except share and per share data) 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 1,965   $ 414 Trade accounts receivable, net 2,926   2,558 Inventories 2,943   2,810 Prepaid income taxes 299   307 Other current assets 660   831 Total current assets 8,794   6,920 Property, plant and equipment, net 4,036   3,294 Goodwill 18,282   17,089 Other intangible assets, net 7,019   6,684 Deferred tax assets 3,675   3,655 Other long-term assets 1,866   1,754 TOTAL ASSETS $ 43,673   $ 39,395 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current debt obligations $ 299   $ 1,778 Accounts payable 1,144   960 Accrued expenses 3,201   2,773 Other current liabilities 795   887 Total current liabilities 5,439   6,399 Long-term debt 11,137   8,968 Deferred tax liabilities 220   155 Other long-term liabilities 2,405   1,870 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.01 par value - authorized 50,000,000 shares; 0 shares issued as of December 31, 2025 and 2024 —   — Common stock, $ 0.01 par value - authorized 2,000,000,000 shares; 1,746,290,165 shares issued as of December 31, 2025 and 1,737,846,196 shares issued as of December 31, 2024 17   17 Treasury stock, at cost - 263,289,848 shares as of December 31, 2025 and 2024 ( 2,251 ) ( 2,251 ) Additional paid-in capital 21,505   21,056 Retained earnings 5,571   2,673 Accumulated other comprehensive income (loss), net of tax ( 610 ) 275 Total stockholders’ equity 24,233   21,770 Noncontrolling interests 239   233 Total equity 24,472   22,003 TOTAL LIABILITIES AND EQUITY $ 43,673   $ 39,395 See notes to the consolidated financial statements. Amounts may not add due to rounding. 61 BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Year Ended December 31, (in millions, except share data) 2025 2024 2023 Preferred stock shares issued Beginning —   —   10,062,500 Conversion of mandatory convertible preferred stock to common stock —   —   ( 10,062,500 ) Ending —   —   — Common stock shares issued Beginning 1,737,846,196   1,729,000,224   1,696,633,993 Impact of stock-based compensation plans 8,443,969   8,845,972   8,383,329 Conversion of mandatory convertible preferred stock to common stock —   —   23,982,902 Ending 1,746,290,165   1,737,846,196   1,729,000,224 Preferred stock Beginning $ —   $ —   $ 0 Conversion of mandatory convertible preferred stock to common stock —   —   ( 0 ) Ending $ —   $ —   $ — Common stock Beginning $ 17   $ 17   $ 17 Impact of stock-based compensation plans —   0   0 Conversion of mandatory convertible preferred stock to common stock —   —   0 Ending $ 17   $ 17   $ 17 Treasury Stock Beginning $ ( 2,251 ) $ ( 2,251 ) $ ( 2,251 ) Repurchase of common stock —   —   — Ending $ ( 2,251 ) $ ( 2,251 ) $ ( 2,251 ) Additional paid-in capital Beginning $ 21,056   $ 20,647   $ 20,289 Conversion of mandatory convertible preferred stock to common stock —   —   ( 0 ) Impact of stock-based compensation plans 449   409   359 Ending $ 21,505   $ 21,056   $ 20,647 Retained earnings (Accumulated deficit) Beginning $ 2,673   $ 819   $ ( 750 ) Net income (loss) 2,892   1,846   1,592 Net (income) loss attributable to noncontrolling interests 6   8   1 Preferred stock dividends —   —   ( 23 ) Ending $ 5,571   $ 2,673   $ 819 Accumulated other comprehensive income (loss), net of tax Beginning $ 275   $ 49   $ 269 Changes in other comprehensive income (loss), net of tax: Foreign currency translation adjustment ( 697 ) 232   ( 95 ) Derivative financial instruments ( 202 ) 1   ( 115 ) Defined benefit pensions and other items 15   ( 8 ) ( 9 ) Ending $ ( 610 ) $ 275   $ 49 Total stockholders' equity $ 24,233   $ 21,770   $ 19,282 Noncontrolling interests Beginning $ 233   $ 248   $ — Net income (loss) attributable to noncontrolling interests ( 6 ) ( 8 ) ( 1 ) Changes in other comprehensive income (loss) 12   ( 7 ) ( 10 ) Changes to noncontrolling ownership interest —   —   259 Ending $ 239   $ 233   $ 248 Total equity $ 24,472   $ 22,003   $ 19,530 See notes to the consolidated financial statements. Amounts may not add due to rounding. 62 BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (in millions) 2025 2024 2023 Net income (loss) $ 2,892   $ 1,846   $ 1,592 Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities Depreciation and amortization 1,368   1,269   1,196 Deferred and prepaid income taxes ( 2 ) ( 70 ) ( 1 ) Stock-based compensation expense 299   266   233 Goodwill and other intangible asset impairment charges 46   386   58 Net loss (gain) on investments and notes receivable ( 139 ) 79   59 Contingent consideration net expense (benefit) 18   ( 5 ) 58 Inventory step-up amortization 132   51   6 Fixed asset and right-of-use asset impairment 124   72   27 Other, net 42   2   47 Increase (decrease) in operating assets and liabilities, excluding purchase accounting: Trade accounts receivable ( 269 ) ( 351 ) ( 238 ) Inventories ( 188 ) ( 228 ) ( 660 ) Other assets ( 85 ) ( 126 ) 10 Accounts payable, accrued expenses and other liabilities 296   243   118 Cash provided by (used for) operating activities 4,534   3,435   2,503 Investing Activities Purchases of property, plant and equipment and internal use software ( 876 ) ( 790 ) ( 711 ) Payments for acquisitions of businesses, net of cash acquired ( 1,593 ) ( 4,640 ) ( 1,811 ) Payments for investments and acquisitions of certain technologies ( 254 ) ( 280 ) ( 89 ) Other, net 84   23   37 Cash provided by (used for) investing activities ( 2,640 ) ( 5,687 ) ( 2,574 ) Financing Activities Payment of contingent consideration previously established in purchase accounting ( 62 ) ( 131 ) ( 39 ) Payments for finance leases ( 258 ) ( 25 ) — Payments on short-term borrowings ( 1,595 ) ( 504 ) — Net increase (decrease) in commercial paper ( 196 ) 187   ( 4 ) Proceeds from long-term borrowings, net of debt issuance costs 1,558   2,145   — Cash used to net share settle employee equity awards ( 131 ) ( 87 ) ( 56 ) Proceeds from issuances of shares of common stock pursuant to employee stock compensation and purchase plans 282   230   182 Other, net 7   ( 1 ) ( 77 ) Cash provided by (used for) financing activities ( 395 ) 1,814   5 Effect of foreign exchange rates on cash 42   ( 11 ) ( 4 ) Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 1,541   ( 450 ) ( 70 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 606   1,055   1,126 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 2,147   $ 606   $ 1,055 See notes to the consolidated financial statements. Amounts may not add due to rounding. 63 BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (SUPPLEMENTAL INFORMATION) Year Ended December 31, (in millions) 2025 2024 2023 Supplemental Information Cash paid for income taxes, net $ 561   $ 656   $ 512 Cash paid for interest 319   250   259 Fair value of contingent consideration recorded in purchase accounting 258   29   273 Noncash transactions related to finance lease obligations 205   122   — As of December 31, (in millions) 2025 2024 2023 Reconciliation to amounts within the consolidated balance sheets Cash and cash equivalents $ 1,965   $ 414   $ 865 Restricted cash and restricted cash equivalents included in Other current assets 80   111   130 Restricted cash equivalents included in Other long-term assets 103   80   60 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 2,147   $ 606   $ 1,055 See notes to the consolidated financial statements. Amounts may not add due to rounding. 64 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NOTE A – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Our consolidated financial statements include the accounts of Boston Scientific Corporation's wholly owned subsidiaries and entities for which we have a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. In the first quarter of 2023, we acquired a majority stake investment in Acotec Scientific Holdings Limited (Acotec) and have elected to consolidate their financial statements on a one quarter lag. When used in this report, the terms "we," "us," "our" and "the Company" mean Boston Scientific Corporation and its divisions and subsidiaries. We assess the terms of our investment interests to determine if any of our investees meet the definition of a variable interest entity (VIE) . Based on our assessments under the applicable guidance, we did not have controlling financial interests in any VIEs and, therefore, did not consolidate any VIEs during 2025, 2024 or 2023. Basis of Presentation The accompanying consolidated financial statements and notes thereto have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and with the instructions to Form 10-K and Regulation S-X. Amounts reported in millions within this Annual Report on Form 10-K are computed based on the amounts in thousands. As a result, the sum of the components may not equal the total amount reported in millions due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying unrounded numbers. Subsequent Events We evaluate events occurring after the date of our accompanying consolidated balance sheets for potential recognition or disclosure in our consolidated financial statements. Those items requiring recognition in the financial statements have been recorded and disclosed accordingly. Those items requiring disclosure (non-recognized subsequent events) in the financial statements have been disclosed accordingly. Refer to Note B – Acquisitions and Strategic Investments and Note H – Income Taxes for further details. Accounting Estimates To prepare our consolidated financial statements in accordance with GAAP, management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, the disclosure of contingent liabilities as of the date of our consolidated financial statements and the reported amounts of our revenues and expenses during the reporting period. Our actual results may differ from these estimates. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Cash and Cash Equivalents We record Cash and cash equivalents in our consolidated balance sheets at cost, which approximates fair value. Our policy is to invest excess cash in short-term marketable securities earning a market rate of interest without assuming undue risk of loss of principal amounts invested and we limit our direct exposure to securities in any one industry or issuer. We consider cash equivalents to be all short-term marketable securities with remaining days to maturity of 90 days or less from the purchase date that can be readily converted to cash. Restricted Cash and Restricted Cash Equivalents Amounts included in restricted cash represent cash on hand required to be set aside by a contractual agreement related to receivable factoring arrangements and deferred compensation plans. Restricted cash equivalents primarily represent amounts paid into various qualified settlement funds and current amounts related to our non-qualified pension plan. These are included in Other current assets within our consolidated balance sheets. Generally, the restrictions related to the factoring arrangements lapse at the time we remit the customer payments collected by us for servicing previously sold customer receivables to the 65 purchaser. Restrictions for deferred compensation lapse when amounts are paid to the employee. The restrictions related to the various qualified settlement funds will lapse as we approve amounts payable to claimants, at which time we no longer have rights to a return of the amounts paid into the various qualified settlement funds. Restricted cash equivalents included in Other long-term assets within our consolidated balance sheets are related to deferred compensation plans. Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, derivative financial instruments and accounts and notes receivable. Our investment policy limits exposure to concentrations of credit risk and changes in market conditions. Counterparties to financial instruments expose us to credit-related losses in the event of nonperformance. We transact our financial instruments with a diversified group of major financial institutions with investment grade credit ratings and actively monitor their credit ratings and our outstanding positions to limit our credit exposure. In the normal course, our payment terms with customers, including distributors, hospitals, health care agencies, clinics, doctors' offices and other private and governmental institutions, are typically 30 days in the U.S. but may be longer in international markets and generally do not require collateral. For our derivative financial instruments, we also employ master netting arrangements that limit the risk of counterparty non-payment on a particular settlement date to the net gain that would have otherwise been received from the counterparty. Although not completely eliminated, we do not consider the risk of counterparty default to be significant as a result of these protections. Further, none of our derivative instruments are subject to collateral or other security arrangements, nor do they contain provisions that are dependent on our credit ratings from any credit rating agency. We record credit loss reserves to Allowance for credit losses when we establish Trade accounts receivable if credit losses are expected over the asset's contractual life. We base our estimates of credit loss reserves on historical experience and adjust, as necessary, to reflect current conditions using reasonable and supportable forecasts not already reflected in the historical loss information. We utilize an accounts receivable aging approach to determine the reserve to record at accounts receivable commencement for certain customers, applying country or region-specific factors. In performing the assessment of outstanding accounts receivable, regardless of country or region, we may consider significant factors relevant to collectability, including those specific to a customer such as bankruptcy, lengthy average payment cycles and type of account. We write-off amounts determined to be uncollectible against this reserve. We are not dependent on any single institution, and no single customer accounted for more than ten percent of our net sales in 2025, 2024 and 2023; however, large group purchasing organizations, hospital networks, international distributors and dealers and other buying groups are important to our business and represent a substantial portion of our net sales. We closely monitor outstanding receivables for potential collection risks, including those that may arise from economic conditions, in both the U.S. and international economies. Our sales to government-owned or supported customers, particularly in southern Europe, are subject to an increased number of days outstanding prior to payment relative to other countries. Further, the ongoing site-of-service trend of shifting procedure volumes in the U.S. toward non-hospital settings, particularly ambulatory surgery centers and office-based labs, continues. Many of these customers are smaller than those we have historically done business with and may have more limited liquidity. We have adjusted our estimates of credit loss reserves for these customers, regions and conditions, as appropriate. We believe our Allowance for credit losses is adequate as of December 31, 2025; however, if significant changes were to occur in the payment practices of government customers, or if there is an increase in bankruptcies among our ambulatory surgery center or office-based customers, we may not be able to collect on receivables due to us from these customers, and our write-offs of uncollectible accounts may increase. Revenue Recognition We sell our products primarily through a direct sales force. In certain international markets, we sell our products through independent distributors or dealers. We consider revenue to be earned when all of the applicable criteria are met in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. Transfer of control is evidenced upon passage of title and risk of loss to the customer unless we are required to provide additional services. We treat shipping and handling costs performed after a customer obtains control of the good as a fulfillment cost and record these costs as a component of Selling, general and administrative expenses when incurred. We recognize revenue from consignment arrangements based on product usage, or implant, which indicates that the sale is complete. We recognize a receivable at the point in time we have an unconditional right to payment. Payment terms are typically 30 days in the U.S. but may be longer in international markets. 66 Many of our Cardiac Rhythm Management (CRM) product offerings combine the sale of a device with our LATITUDE™ Patient Management System, which represents a future service obligation. Similarly, arrangements that include the sale of capital equipment may include multiple performance obligations. For contracts with multiple performance obligations, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price of each distinct good or service in the contract. For goods or services for which observable standalone selling prices are not available, or if sales volume is not sufficient, we estimate the standalone selling price considering entity-specific factors including, but not limited to, the expected cost and margin of the product or service. The use of alternative estimates could result in a different amount of revenue deferral. Deferred Revenue We record a contract liability, or deferred revenue, when we have an obligation to provide a product or service to the customer and payment is received or due in advance of our performance. When we sell a device with a future service obligation, we defer revenue on the unfulfilled performance obligation and recognize this revenue over the related service period. Contract liabilities are classified within Other current liabilities and Other long-term liabilities on our accompanying consolidated balance sheets. Our contract liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System. Revenue is recognized over the average service period which is based on device and patient longevity. Our contract liabilities also include deferred revenue related to the LUX-Dx II+™ Insertable Cardiac Monitor system, also within our CRM business, for which revenue is recognized over the average service period based on device longevity and usage. We have elected not to disclose the transaction price allocated to unsatisfied performance obligations when the original expected contract duration is one year or less. In addition, we have not identified material unfulfilled performance obligations for which revenue is not currently deferred. Variable Consideration We generally allow our customers to return defective, damaged and, in certain cases, expired products for credit. We base our estimate for sales returns upon historical trends and record the amount as a reduction to revenue when we sell the initial product. In addition, we may allow customers to return previously purchased products for next-generation product offerings. For these transactions, we defer recognition of revenue on the sale of the earlier generation product based upon an estimate of the amount of product to be returned when the next-generation products are shipped to the customer. Uncertain timing of next-generation product approvals, variability in product launch strategies, product recalls and variation in product utilization all affect our estimates related to sales returns and could cause actual returns to differ from these estimates. We also offer sales rebates and discounts to certain customers. We treat sales rebates and discounts as a reduction of revenue and classify the corresponding liability as current. We estimate rebates for products where there is sufficient historical information available to predict the volume of expected future rebates. If we are unable to reasonably estimate the expected rebates, we record a liability for the maximum rebate percentage offered. We have entered certain agreements with group purchasing organizations to sell our products to participating hospitals at negotiated prices. We recognize revenue from these agreements following the same revenue recognition criteria discussed above. Post-Implant Services We provide non-contractual services to customers, where necessary, to ensure the safe and effective use of certain implanted devices. Because the revenue related to the immaterial non-contractual services is recognized before they are delivered, we forward accrue the costs to provide these services at the time the devices are sold. We record these costs to Selling, general and administrative expenses within our consolidated statements of operations. We estimate the amount of time spent by our representatives performing these services and their compensation throughout the device life to determine the service cost. Changes to our business practice or the use of alternative estimates could result in a different amount of accrued cost. Warranty Obligations We offer warranties on certain of our product offerings. These products come with a standard limited warranty covering the repair or replacement of these devices. We estimate the costs that we may incur under our warranty programs based on the number of units sold, historical and anticipated rates of warranty claims and cost per claim and record a liability equal to these estimated costs as Cost of products sold at the time the product sale occurs. We assess the adequacy of our recorded warranty liabilities on a quarterly basis and adjust these amounts as necessary. 67 Inventories We state inventories at the lower of first-in, first-out cost or net realizable value. We utilize a standard costing system, capitalizing variances between estimated and actual production costs during periods of normal production, and amortize to Cost of products sold over inventory turns. We expense manufacturing variances during periods of abnormal production, or less than 75 percent of manufacturing capacity. We did not record any abnormal or material production variances during the years ended December 31, 2025, 2024 or 2023. We base our provisions for excess, expired and obsolete inventory primarily on our estimates of forecasted net sales. Property, Plant and Equipment We state property, plant, equipment and leasehold improvements at historical cost. We charge expenditures for maintenance and repairs to expense and capitalize additions and improvements that extend the life of the underlying asset. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. We depreciate buildings over a maximum life of 40  years; building improvements over the remaining useful life of the building structure; equipment over a five to 15 year life; furniture and fixtures over a seven year life; and leasehold improvements over the shorter of the useful life of the improvement or the term of the related lease. Valuation of Business Combinations We allocate the amounts we pay for each acquisition to the assets we acquire and liabilities we assume based on their fair values at the date of acquisition, including identifiable intangible assets and in-process research and development (IPR&D), which either arise from a contractual or legal right or are separable from goodwill. We base the fair value of identifiable intangible assets acquired in a business combination, including IPR&D, on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. We allocate to goodwill any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Transaction costs associated with these acquisitions are expensed as incurred through Selling, general and administrative expenses . In cases where we acquire a company in which we previously held an equity stake, we attribute a portion of the purchase price to the previously-held equity interest, which is implied based on the total purchase consideration allocable to each of the shareholders, including Boston Scientific, according to priority of equity interests. We record a gain or loss in Other, net equal to the difference between the implied fair value of our prior ownership and the book value immediately prior to the acquisition. Where an acquisition involves a contingent consideration arrangement, we recognize a liability equal to the fair value of the contingent payments we expect to make as of the acquisition date. We re-measure this liability each reporting period and record changes in the fair value through Contingent consideration net expense (benefit) on our consolidated statements of operations. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount rates, periods, timing and amount of projected revenue or timing or likelihood of achieving regulatory, revenue or commercialization-based milestones. Payment of additional consideration is generally contingent on the acquired company reaching certain performance milestones after the acquisition date, including attaining specified revenue levels, achieving product development targets and/or obtaining regulatory approvals for products in development at the date of the acquisition. Indefinite-lived Intangibles Our indefinite-lived intangible assets, which are not subject to amortization, consist of IPR&D intangible assets acquired in a business combination. Our IPR&D represents intangible assets that are used in research and development activities but have not yet reached technological feasibility, regardless of whether they have alternative future use. The primary basis for determining the technological feasibility or completion of these projects is obtaining regulatory approval to market the underlying products in an applicable geographic region. We classify IPR&D as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts. Upon completion of the associated research and development efforts, we will determine the useful life of the technology and begin amortizing the assets to reflect their use over their remaining lives. Upon permanent abandonment, we write-off the remaining carrying amount of the associated IPR&D intangible asset. We test our indefinite-lived intangible assets at least annually during the third quarter for impairment and reassess their classification as indefinite-lived assets. We assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that our indefinite-lived intangible assets are impaired. If we conclude that it is more likely than not that the asset is impaired, we then determine the fair value of the intangible asset and perform the 68 quantitative impairment test by comparing the fair value with the carrying value in accordance with FASB ASC Topic 350, Intangibles - Goodwill and Other (FASB ASC Topic 350) . If the carrying value exceeds the fair value of the indefinite-lived intangible asset, we write the carrying value down to the fair value. We use the income approach to determine the fair values of our IPR&D. We base our revenue assumptions on estimates of relevant market sizes, expected market growth rates, expected trends in technology and expected levels of market share. In arriving at the value of the in-process projects, we consider, among other factors, the in-process projects’ stage of completion, the complexity of the work completed as of the acquisition date, the costs already incurred, the projected costs to complete, the contribution of other acquired assets, the expected regulatory path and introduction dates by region and the estimated useful life of the technology. See Note C – Goodwill and Other Intangible Assets for more information related to indefinite-lived intangibles. For asset purchases outside of business combinations, we expense any purchased research and development assets as of the acquisition date. Amortization and Impairment of Intangible Assets We record definite-lived intangible assets at historical cost and amortize them over their estimated useful lives. We use a straight-line method of amortization, unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. The approximate useful lives for amortization of our intangible assets are as follows: patents and licenses, two to 20  years; amortizable technology-related and customer relationships, five to 25  years; other intangible assets, various. In addition, we classify internal use software as an intangible asset within our accompanying consolidated balance sheets and amortize over a one to 15 year useful life. Due to the operational nature of these assets, we record the amortization of our internal use software within Cost of products sold; Selling, general and administrative expenses and Research and development expenses, as appropriate within our accompanying consolidated statements of operations, and include in Amortization expense only that associated with intangible assets acquired in a business combination or asset acquisition, as well as internally-developed patents. We review intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. If we determine it is more likely than not that the asset is impaired based on our qualitative assessment of impairment indicators, we test the intangible asset for recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset or asset group exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset or asset group, we will write the carrying value down to fair value in the period impairment is identified. We calculate fair value of our intangible assets as the present value of estimated future cash flows we expect to generate from the asset. In determining our estimated future cash flows associated with our intangible assets, we use estimates and assumptions about future revenue contributions, cost structures and remaining useful lives of the asset or asset group. See Note C – Goodwill and Other Intangible Assets for more information related to impairments of intangible assets. Goodwill Valuation We allocate any excess purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination to goodwill. We test our goodwill balances, utilizing both the qualitative and quantitative approach described in FASB ASC Topic 350, in the second quarter of each year as of April 1 for impairment, or more frequently if impairment indicators are present or changes in circumstances suggest an impairment may exist. We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. For our 2025 annual impairment assessment, we identified the following reporting units for purposes of our annual goodwill impairment test: Interventional Cardiology, Rhythm Management, Peripheral Interventions, Endoscopy, Urology and Neuromodulation. Based on the criteria prescribed in FASB ASC Topic 350, we aggregated the Interventional Cardiology Therapies and Watchman components of our Cardiology operating segment into a single Interventional Cardiology reporting unit and aggregated the Cardiac Rhythm Management and Electrophysiology components into a single Rhythm Management reporting unit. I n the fourth quarter of 2025, an organizational change combined 69 our legacy Cardiology and Peripheral Interventions operating segments into a single Cardiovascular operating segment. This change had no impact on our reporting units or reportable segments. In performing annual impairment assessments, the qualitative approach is used for testing reporting units where it is not more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then we perform a quantitative impairment test. When a quantitative test is performed, we typically use the income approach, specifically the Discounted Cash Flow method, to derive the fair value of each of our reporting units in preparing our goodwill impairment assessments. We make assumptions about the amount and timing of future expected cash flows, terminal value growth rates and appropriate discount rates. The amount and timing of future cash flows within our Discounted Cash Flow analysis is based on our most recent operational budgets, long range strategic plans and other estimates. Investments in Publicly Traded and Privately-Held Entities For publicly-held equity securities for which we do not have the ability to exercise significant influence, we account for these investments at fair value with changes in fair value recognized currently in Other, net within our accompanying consolidated statements of operations. For privately-held equity securities for which we do not have the ability to exercise significant influence, we apply the measurement alternative approach and measure these investments at cost minus impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer. We account for investments in entities for which we have the ability to exercise significant influence under the equity method if we hold 50 percent or less of the voting stock and the entity is not a VIE in which we are the primary beneficiary in accordance with FASB ASC Topic 323, Investments - Equity Method and Joint Ventures . We record these investments initially at cost and adjust the carrying amount to reflect our share of the earnings or losses of the investee, including all adjustments similar to those made in preparing consolidated financial statements. Refer to Note B – Acquisitions and Strategic Investments for additional details on our investment balances. Each reporting period, we evaluate our investments to determine if there are any events or circumstances that are likely to have a significant adverse effect on the fair value of the investment. Examples of such impairment indicators include, but are not limited to, a significant deterioration in earnings performance, recent financing rounds at reduced valuations, a significant adverse change in the regulatory, economic or technological environment of an investee or a significant doubt about an investee’s ability to continue as a going concern. If we identify an impairment indicator, we will estimate the fair value of the investment and compare it to its carrying value. Our estimation of fair value considers financial information related to the investee available to us, including valuations based on recent third-party equity investments in the investee. For our investments for which we apply the measurement alternative, if the fair value of the investment is less than its carrying value, the investment is impaired and we recognize an impairment loss equal to the difference between an investment’s carrying value and its fair value. For our equity method investments, if we determine an impairment is other-than-temporary, we recognize an impairment loss equal to the difference between an investment’s carrying value and its fair value. We deem an impairment to be other-than-temporary unless available evidence indicates that the valuation is more likely than not to recover up to the carrying value of the investment in a reasonable period of time, and we have both the ability and intent to hold the investment for at least the period of time needed to recover the value. Net gains and losses and impairments associated with our investment portfolio are included within Other, net in our consolidated statements of operations. Income Taxes We utilize the asset and liability method of accounting for income taxes. Under this method, we determine deferred tax assets and liabilities based on differences between the financial reporting and tax bases of our assets and liabilities. We measure deferred tax assets and liabilities using the enacted tax rates and laws that will be in effect when we expect the differences to reverse. Future changes in tax laws and rates may affect recorded deferred tax assets and liabilities. We reduce our deferred tax assets by a valuation allowance if, based upon the weight of available evidence, it is more likely than not that we will not realize some portion of or all the deferred tax assets. With respect to uncertain tax positions, in accordance with FASB ASC Topic 740, Income Taxes , any tax position that meets the more-likely-than-not recognition threshold is measured and recognized in the consolidated financial statements at the largest amount of benefit greater than 50 percent likely to be realized upon ultimate settlement. The amount relating to uncertain tax positions is classified as a current liability in the consolidated balance sheets to the extent that we anticipate making a payment within one year. 70 Interest and penalties associated with income taxes are classified within Income tax expense (benefit) in our consolidated statements of operations. We have elected to treat the impact of Net Controlled Foreign Corporation Tested Income (NCTI), formerly known as Global Intangible Low Taxed Income (GILTI), as a period cost reported as part of continuing operations. See Note H – Income Taxes for further information and discussion of our income tax provision and balances. Legal Costs We are involved in various legal and regulatory proceedings, including intellectual property, breach of contract, securities and product liability litigation. In some cases, the claimants seek damages, as well as other relief, which, if granted, could require significant expenditures or impact our ability to sell our products. We are also the subject of certain governmental investigations, which could result in substantial fines, penalties and administrative remedies. We maintain an insurance policy providing limited coverage against securities claims, and we are substantially self-insured with respect to product liability claims and fully self-insured with respect to intellectual property infringement claims. We accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. We analyze litigation settlements to identify each element of the arrangement. We allocate arrangement consideration to patent licenses received based on estimates of fair value and capitalize these amounts as assets if the license will provide an ongoing future benefit. We record certain legal charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related charges (credits) in our consolidated statements of operations; all other legal charges, credits and costs are recorded within Selling, general and administrative expenses within our consolidated statements of operations. See Note I – Commitments and Contingencies for discussion of our individual material legal proceedings. Costs Associated with Exit Activities We record employee termination costs in accordance with FASB ASC Topic 712 , Compensation - Nonretirement and Postemployment Benefits , if we pay the benefits as part of an ongoing benefit arrangement, which includes benefits provided as part of our established severance policies or that we provide in accordance with international statutory requirements. We accrue employee termination costs associated with an ongoing benefit arrangement if the obligation is attributable to prior services rendered, the rights to the benefits have vested, the payment is probable and we can reasonably estimate the liability. We account for involuntary employee termination benefits that represent a one-time benefit in accordance with FASB ASC Topic 420 , Exit or Disposal Cost Obligations (FASB ASC Topic 420). We record such costs into expense over the employee’s future service period, if any. Other costs associated with exit activities may include contract termination costs and consulting fees, which are expensed in accordance with FASB ASC Topic 420 and are included within Restructuring net charges (credits) in our consolidated statements of operations. We recorded Restructuring net charges (credits) of $ 101 million in 2025, $ 16 million in 2024 and $ 69 million in 2023. The restructuring reserve balance as of December 31, 2025 and 2024 was $ 59 million and $ 26 million, respectively. Additionally, costs directly related to our active restructuring initiatives, including program management costs, accelerated depreciation, fixed asset write-offs and costs to transfer product lines among facilities are included within Costs of products sold, Selling, general and administrative expenses and Research and development expenses within our consolidated statements of operations. Impairment of right of use lease assets and lease termination costs directly related to our active restructuring initiatives are expensed in accordance with FASB ASC Topic 842, Leases (FASB ASC Topic 842) and included within Costs of products sold or Selling, general and administrative expenses in our consolidated statements of operations. Translation of Foreign Currency We translate all assets and liabilities of foreign subsidiaries from the functional currency, which is generally the local currency, into U.S. dollars using the year-end exchange rate. We show the net effect of these translation adjustments within our consolidated financial statements as a component of Accumulated other comprehensive income (loss), net of tax . We translate revenues and expenses at the average exchange rates in effect during the year. For any significant foreign subsidiaries located in highly inflationary economies, we re-measure their financial statements as if the functional currency were the U.S. dollar. Foreign currency transaction gains and losses are included within Other, net in our consolidated statements of operations, net of gains and losses from any related derivative financial instruments. 71 Financial Instruments and Hedging Activities We address market risk from changes in foreign currency exchange rates and interest rates through risk management programs which are operated pursuant to documented corporate risk management policies and include the use of derivative and nonderivative financial instruments. We recognize all derivative and nonderivative financial instruments in our consolidated financial statements at fair value in accordance with FASB ASC Topic 815 , Derivatives and Hedging (FASB ASC Topic 815), and we present assets and liabilities associated with our derivative financial instruments on a gross basis in our consolidated financial statements. In accordance with FASB ASC Topic 815, for those derivative instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies for, and has been designated as part of a hedging relationship, as well as on the type of hedging relationship. Our derivative instruments do not subject our earnings to material risk, as gains and losses on these derivatives generally offset gains and losses on the item being hedged, and we do not enter into derivative transactions for speculative purposes. Currency Hedging Instruments Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities; forecasted intercompany and third-party transactions; and net investments in certain subsidiaries. We manage currency exchange rate risk at a consolidated level to reduce the cost of hedging by taking advantage of offsetting transactions. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates. We may experience unanticipated currency exchange gains or losses to the extent the actual activity is different than forecasted. In addition, changes in currency exchange rates related to any unhedged transactions may impact our earnings and cash flows. Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815, and are intended to protect the U.S. dollar value of forecasted transactions. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in the Net change in derivative financial instruments component of Other comprehensive income (loss), net of tax (OCI) within our consolidated statements of comprehensive income (loss) until the underlying third-party transaction occurs. When the underlying third-party transaction occurs, we recognize the gain or loss in earnings within Cost of products sold in our consolidated statements of operations. In the event the hedging relationship is no longer effective, or if the occurrence of the hedged forecast transaction becomes no longer probable, we reclassify the gains or losses within Accumulated other comprehensive income (loss), net of tax (AOCI) to earnings at that time. The cash flows related to the derivative instruments designated as cash flow hedges are reported as operating activities in our consolidated statements of cash flows. We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities. For these derivative instruments, we elected to use the spot method to assess hedge effectiveness. We also elected to exclude the spot-forward difference, referred to as the excluded component, from the assessment of hedge effectiveness and are amortizing this amount separately, as calculated at the date of designation, on a straight-line basis over the term of the currency forward contracts. As such, we defer recognition of foreign currency gains and losses within the Foreign currency translation adjustment (CTA) component of OCI, and we reclassify amortization of the excluded component from AOCI to current period earnings within Interest expense within our consolidated statements of operations. We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro. For these nonderivative instruments, we defer recognition of the foreign currency remeasurement gains and losses within the CTA component of OCI. We reclassify these gains and losses to current period earnings within Other, net within our consolidated statements of operations only when the hedged item affects earnings, which would occur upon disposal or substantial liquidation of the underlying foreign subsidiary. We also use forward currency contracts that are not part of designated hedging relationships as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. These non-designated currency forward contracts have an original time to maturity consistent with the hedged currency transaction exposures, generally less than one year, and are marked-to-market with changes in fair value recorded to earnings within Other, net in our consolidated statements of operations. Interest Rate Hedging Instruments Our interest rate risk relates primarily to U.S. dollar and euro-denominated borrowings partially offset by U.S. dollar cash investments. We use interest rate derivative instruments to mitigate the risk to our earnings and cash flows associated with exposure to changes in interest rates. Under these agreements, we and the counterparty, at specified intervals, exchange the 72 difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount. We designate these derivative instruments either as fair value or cash flow hedges in accordance with FASB ASC Topic 815. In the event that we designate outstanding interest rate derivative instruments as cash flow hedges, we record the changes in the fair value of the derivatives within OCI until the underlying hedged transaction occurs. In the event that we designate outstanding interest rate derivative instruments as fair value hedges, we record the changes in the fair values of interest rate derivatives designated as fair value hedges and of the underlying hedged debt instruments in Interest expense , which generally offset. Research and Development We expense research and development (R&D) costs, including new product development programs, regulatory compliance and clinical research as incurred. Refer to Indefinite-lived Intangibles above for our policy regarding R&D projects acquired in connection with our business combinations and asset purchases. NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS Our consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We have not presented supplemental pro forma financial information for completed acquisitions or divestitures given their results are not material to our consolidated financial statements. Further, transaction costs were immaterial to our consolidated financial statements and were expensed as incurred. On January 27, 2026, we completed our acquisition of 100 percent of Nalu Medical, Inc. (Nalu Medical), a privately held medical technology company focused on developing and commercializing innovative and minimally invasive solutions for patients with chronic pain. We had been an investor in Nalu Medical since 2017 and previously held an equity stake of approximately nine percent. The transaction to acquire the remaining stake consisted of an upfront cash payment of approximately $ 517 million, net of cash acquired. The Nalu Medical business will be integrated into our Neuromodulation division. On January 15, 2026, we announced our entry into a definitive agreement to acquire 100 percent of Penumbra, Inc. (Penumbra), a publicly traded medical technology company primarily focused on thrombectomy products for use in peripheral vascular procedures in the removal of blood clots and blockages. The purchase price is valued at $ 374 per share, or approximately $ 14.500 billion. The transaction is expected to be completed in 2026, subject to customary closing conditions. The Penumbra business will be integrated into our Cardiovascular division. 2025 Acquisitions On July 11, 2025, we completed our acquisition of 100 percent of Anrei Medical (HZ) Co., Ltd. (Anrei Medical), a privately held company that specializes in the design and production of medical devices for minimally invasive procedures primarily serving the field of gastroenterology. The transaction price consisted of an upfront cash payment, net of cash acquired, of approximately $ 182 million. The Anrei Medical portfolio complements our existing Endoscopy portfolio which will provide physicians with more treatment options to meet specific patient needs. On May 7, 2025, we completed our acquisition of the remaining shares of SoniVie Ltd. (SoniVie), a privately held medical device company that has developed the TIVUS™ Intravascular Ultrasound System. An investigational technology, the TIVUS system is designed to denervate nerves surrounding blood vessels to treat a variety of hypertensive disorders, including renal artery denervation for hypertension. We had been an investor in SoniVie since 2022 and held an equity stake of approximately 10 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $ 362 million, net of cash acquired after adjustments for our prior equity stake and other closing adjustments, and an additional future payment of up to $ 200 million, or $ 180 million for the portion not previously owned, upon achievement of a regulatory milestone. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $ 45 million gain recognized within Other, net during the second quarter of 2025. The SoniVie business will be integrated into our Cardiovascular division. On May 6, 2025, we completed our acquisition of 100 percent of Intera Oncology ® , Inc. (Intera), a privately held medical device company that provides the Intera 3000 Hepatic Artery Infusion Pump and floxuridine – a chemotherapy drug – both of which are approved by the U.S. Food and Drug Administration. The Intera 3000 pump is used to administer hepatic artery infusion therapy to treat tumors in the liver primarily caused by metastatic colorectal cancer. The transaction price consisted of an upfront cash payment, net of cash acquired, of approximately $ 172 million. The Intera business will be integrated into our Cardiovascular division. 73 On April 1, 2025, we completed our acquisition of the remaining shares of Bolt Medical, Inc. (Bolt Medical), the developer of an intravascular lithotripsy advanced laser-based platform for the treatment of coronary and peripheral artery disease. We had been an investor in Bolt Medical since 2019 and held an equity stake of approximately 26 percent immediately prior to the acquisition date. The transaction price to acquire the remaining stake consisted of an upfront cash payment of $ 475 million, net of cash acquired after adjustments for our prior equity stake, debt and other closing adjustments, including Bolt Medical's achievement of a regulatory milestone. In addition, the transaction price consists of a future payment of up to $ 200 million, or approximately $ 148 million for the portion not previously owned, upon achievement of a second regulatory milestone. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $ 185 million gain recognized within Other, net during the second quarter of 2025. The Bolt Medical business will be integrated into our Cardiovascular division. On January 24, 2025, we completed our acquisition of 100 percent of Cortex, Inc. (Cortex), a privately held medical technology company focused on the development of a diagnostic mapping solution which may identify triggers and drivers outside of the pulmonary veins that are foundational to atrial fibrillation (AF). The transaction price consisted of an upfront cash payment of $ 239 million, net of cash acquired, and up to an additional $ 50 million in future payments upon achievement of clinical and other milestones. The Cortex business will be integrated into our Cardiovascular division. In addition, during 2025, we completed the acquisition of other businesses for which the aggregate transaction price consisted of upfront cash payments of $ 162 million, net of cash acquired. Purchase Price Allocation We accounted for these transactions as business combinations in accordance with FASB ASC Topic 805 , Business Combinations (FASB ASC Topic 805). The preliminary purchase prices were comprised of the amounts presented below: (in millions) Bolt Medical SoniVie Other Payment for acquisition, net of cash acquired $ 475   $ 362   $ 756 Fair value of contingent consideration 100   98   38 Fair value of prior interest 207   55   — $ 782   $ 516   $ 794 We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The preliminary purchase price allocations were comprised of the components presented below, which represent the preliminary determination of the fair value of assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with FASB ASC Topic 805. (in millions) Bolt Medical SoniVie Other Goodwill $ 304   $ 248   $ 507 Amortizable intangible assets 142   —   298 Indefinite-lived intangible assets 376   344   — Other assets acquired 28   12   98 Liabilities assumed ( 22 ) ( 23 ) ( 72 ) Net deferred tax liabilities ( 46 ) ( 65 ) ( 38 ) $ 782   $ 516   $ 794 Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes. 74 We allocated a portion of the purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Bolt Medical: Amortizable intangible assets: Technology-related $ 142   12 Indefinite-lived intangible assets: IPR&D 376   N/A $ 518 SoniVie: Indefinite-lived intangible assets: IPR&D $ 344   N/A $ 344 Other: Amortizable intangible assets: Technology-related $ 284   11 Customer relationships and other intangibles 15   12 $ 298 Our intangible assets, including technology-related intangible assets and IPR&D, consist of technical processes, intellectual property and institutional understanding with respect to products and processes th at we intend to leverage in future products or processes. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related and IPR&D intangible assets. Our amortizable intangibles are amortized on a straight-line basis over their assigned estimated useful lives. 2024 Acquisitions On September 17, 2024, we completed our acquisition of 100 percent of the outstanding equity of Silk Road Medical, Inc. (Silk Road Medical), a publicly traded medical device company that has developed an innovative platform of products to prevent stroke in patients with carotid artery disease through a minimally-invasive procedure called transcarotid artery revascularization. The transaction consisted of an upfront cash payment of $ 27.50 per share, or approximately $ 1.126 billion, net of cash acquired. The Silk Road Medical business is being integrated into our Cardiovascular division. On November 15, 2024, we completed our acquisition of 100 percent of the outstanding equity of Axonics, Inc. (Axonics), a public medical technology company focused on the development and commercialization of differentiated devices to treat urinary and bowel dysfunction. The transaction consisted of an upfront cash payment of $ 71.00 per share, or approximately $ 3.411 billion, net of cash acquired. The Axonics business is being integrated into our Urology division. Purchase Price Allocation We accounted for these transactions as business combinations in accordance with FASB ASC Topic 805. The final purchase prices were comprised of the amounts presented below: (in millions) Silk Road Medical Axonics Payment for acquisition, net of cash acquired $ 1,126   $ 3,411 $ 1,126   $ 3,411 75 We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the transaction. The final purchase price allocations were comprised of the components presented below, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill: (in millions) Silk Road Medical Axonics Goodwill $ 569   $ 2,162 Amortizable intangible assets 507   1,242 Other assets acquired 117   423 Liabilities assumed ( 45 ) ( 183 ) Net deferred tax liabilities ( 23 ) ( 233 ) $ 1,126   $ 3,411 Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies, none of which is deductible for tax purposes. We allocated a portion of the purchase price to the specific intangible asset categories as follows: Amount Assigned (in millions) Weighted Average Amortization Period (in years) Silk Road Medical: Amortizable intangible assets: Technology-related $ 447   12 Customer relationships 61   12 $ 507 Axonics Amortizable intangible assets: Technology-related $ 1,157   12 Customer relationships 85   12 $ 1,242 Our technology-related intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives. 76 Contingent Consideration Changes in the fair value of our contingent consideration liability during 2025 and 2024 associated with current and prior period acquisitions were as follows: (in millions) Balance as of December 31, 2023 $ 404 Amount recorded related to current year acquisitions 29 Contingent consideration net expense (benefit) ( 5 ) Contingent consideration payments and other adjustments ( 257 ) Balance as of December 31, 2024 $ 171 Amount recorded related to current year acquisitions 258 Contingent consideration net expense (benefit) 18 Contingent consideration payments ( 62 ) Balance as of December 31, 2025 $ 385 In 2025, payments were primarily related to our acquisition of Relievant Medsystems, Inc. following the achievement of sales milestones. In 2024, payments were primarily related to our acquisition of Farapulse, Inc. and Relievant Medsystems, Inc. following the achievement of revenue-based earnouts and sales milestones, respectively. The maximum amount for certain contingent consideration is not determinable as it is uncapped and based on a percent of certain sales. As of December 31, 2025, the fair value of such uncapped contingent consideration is estimated at $ 123 million. As of December 31, 2025, the maximum amount that we could be required to pay under our other capped contingent consideration arrangements (undiscounted) is approximately $ 671 million. The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Liability Fair Value as of December 31, 2025 Valuation Technique Unobservable Input Range Weighted Average (1) Revenue-based Payments and Commercialization Milestones $ 143 million Discounted Cash Flow Discount Rate 6   % - 15 % 8 % Probability of Payment 15 % - 100 % 99 % Projected Year of Payment 2026 - 2032 2028 Clinical-based, Regulatory and Other Milestones $ 242 million Discounted Cash Flow Discount Rate 4   % - 5 % 5 % Probability of Payment 74 % - 86 % 79 % Projected Year of Payment 2026 - 2029 2028 (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Projected contingent payment amounts related to our clinical, regulatory and revenue-based payments and commercialization milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of December 31, 2025. 77 Strategic Investments The aggregate carrying amount of our strategic investments was comprised of the following: As of December 31, (in millions) 2025 2024 Equity method investments $ 396   $ 278 Measurement alternative investments (1, 2) 286   277 $ 681   $ 555 (1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying consolidated statements of operations. (2) Includes publicly-held equity securities measured at fair value with changes in fair value recognized in Other, net within our consolidated statements of operations. These investments are classified as Other long-term assets within our consolidated balance sheets, in accordance with GAAP and our accounting policies. In 2025, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by $ 376 million, which represents amortizable intangible assets, IPR&D, goodwill and deferred tax liabilities. NOTE C – GOODWILL AND OTHER INTANGIBLE ASSETS The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for intangible assets subject to amortization and accumulated goodwill impairment charges are as follows: As of December 31, 2025 As of December 31, 2024 (in millions) Gross Carrying Amount Accumulated Amortization/ Write-offs Gross Carrying Amount Accumulated Amortization/ Write-offs Technology-related $ 14,692   $ ( 9,346 ) $ 14,327   $ ( 8,605 ) Patents 493   ( 382 ) 481   ( 381 ) Other intangible assets 2,482   ( 1,732 ) 2,380   ( 1,612 ) Amortizable intangible assets $ 17,667   $ ( 11,461 ) $ 17,188   $ ( 10,598 ) Goodwill $ 28,182   $ ( 9,900 ) $ 26,989   $ ( 9,900 ) IPR&D 813   94 Indefinite-lived intangible assets $ 813   $ 94 The increase in our balance of goodwill and intangible assets is related primarily to our recent acquisitions. Refer to Note B – Acquisitions and Strategic Investments for further detail. Intangible asset impairment charges were $ 46 million in 2025, $ 386 million in 2024 and $ 58 million in 2023. The impairment charges recorded in 2024 were primarily associated with amortizable intangible assets established in connection with our acquisitions of Cryterion Medical, Inc. (Cryterion) and Devoro Medical, Inc. (Devoro), which were integrated into our Cardiovascular business. Intangible assets acquired from Cryterion were impaired due to strong commercial adoption of our Farapulse™ Pulsed Field Ablation System and the resulting lower revenue projections and cannibalization of our cryoablation business in major markets like the U.S. Intangible assets acquired from Devoro were impaired following management's decision to cancel the related program in the second quarter of 2024. During the third quarter of 2025, we performed our annual IPR&D impairment test and evaluated our indefinite-lived intangible assets for impairment and concluded the assets were not impaired. We also verified that the classification of IPR&D projects recognized within our consolidated balance sheets continues to be appropriate. 78 The following represents a roll forward of our goodwill balance by reportable segment: (in millions) MedSurg Cardiovascular Total Balance as of December 31, 2023 $ 5,347   $ 9,041   $ 14,387 Goodwill acquired 2,172   615   2,787 Impact of foreign currency fluctuations and purchase price and other adjustments ( 35 ) ( 51 ) ( 86 ) Balance as of December 31, 2024 $ 7,483   $ 9,606   $ 17,089 Goodwill acquired 173   887   1,060 Impact of foreign currency fluctuations and purchase price adjustments 53   81   134 Balance as of December 31, 2025 $ 7,709   $ 10,574   $ 18,282 In the second quarter of 2025, we performed our annual goodwill impairment test utilizing the qualitative approach described in FASB ASC Topic 350 for all reporting units. After assessing the totality of events, it was determined that it was not more likely than not that the fair value of the reporting units was less than their carrying value, and it was not deemed necessary to proceed to the quantitative test. Refer to Note A – Significant Accounting Policies for further discussion of our goodwill and intangible asset impairment testing. Estimated Amortization expense for each of the five succeeding fiscal years based upon our amortizable intangible asset portfolio, consisting of intangible assets acquired in a business combination or asset acquisition, as well as internally developed patents, as of December 31, 2025 is as follows: Fiscal Year (in millions) 2026 $ 881 2027 869 2028 831 2029 786 2030 625 These estimates do not include amortization expense associated with future acquisitions that have been announced but not yet completed as of December 31, 2025. NOTE D – HEDGING ACTIVITIES AND FAIR VALUE MEASUREMENTS Derivative Instruments and Hedging Activities Our risk from changes in currency exchange rates consists primarily of monetary assets and liabilities; forecasted intercompany and third-party transactions; and net investments in certain subsidiaries. We employ derivative and nonderivative instruments, primarily forward currency contracts, to reduce the risk to our earnings and cash flows associated with changes in currency exchange rates. The success of our currency risk management program depends, in part, on forecasted transactions denominated primarily in euro, Chinese renminbi, Japanese yen, British pound sterling, Korean won, Australian dollar and Swiss franc. Certain of our currency derivative instruments are designated as cash flow hedges under FASB ASC Topic 815, and are intended to protect the U.S. dollar value of forecasted transactions. We also designate certain forward currency contracts as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro, Chinese renminbi and Japanese yen. We designate certain euro-denominated debt as net investment hedges to hedge a portion of our net investments in certain of our entities with functional currencies denominated in euro. As of December 31, 2025 and 2024, we designated as a net investment hedge our € 900 million in aggregate principal amount of 0.625 % senior notes issued in November 2019 and due in 2027 (December 2027 Notes). We also use forward currency contracts that are not part of designated hedging relationships as a part of our strategy to manage our exposure to currency exchange rate risk related to monetary assets and liabilities and related forecast transactions. 79 Refer to Note A – Significant Accounting Policies for additional information on our accounting policies relating to derivative instruments and hedging activities. The following table presents the contractual amounts of our hedging instruments outstanding: (in millions) FASB ASC Topic 815 Designation As of December 31, 2025 2024 Forward currency contracts Cash flow hedge $ 7,270   $ 2,464 Forward currency contracts Net investment hedge 1,292   741 Foreign currency-denominated debt (1) Net investment hedge 997   997 Forward currency contracts Non-designated 4,163   4,440 Total Notional Outstanding $ 13,723   $ 8,642 (1) Foreign currency-denominated debt is the € 900 million debt principal associated with our December 2027 Notes designated as a net investment hedge. The remaining time to maturity as of December 31, 2025 is within 60 months for all forward currency contracts designated as cash flow hedges and generally less than one year for all non-designated forward currency contracts. The forward currency contracts designated as net investment hedges generally mature between one and two years . The euro-denominated debt principal designated as a net investment hedge has a contractual maturity of December 1, 2027. 80 The following presents the effect of our derivative and nonderivative instruments designated as cash flow and net investment hedges under FASB ASC Topic 815 in our accompanying consolidated statements of operations. Refer to Note O – Changes in Other Comprehensive Income for the total amounts relating to derivative and nonderivative instruments presented within our consolidated statements of comprehensive income (loss). Effect of Hedging Relationships on Accumulated Other Comprehensive Income Amount Recognized in OCI on Hedges Consolidated Statements of Operations (1) Amount Reclassified from AOCI into Earnings (in millions) Pre-Tax Gain (Loss) Tax Benefit (Expense) Gain (Loss) Net of Tax Location of Amount Reclassified Pre-Tax (Gain) Loss Tax (Benefit) Expense (Gain) Loss Net of Tax Year Ended December 31, 2025 Forward currency contracts Cash flow hedges $ ( 187 ) $ 42   $ ( 145 ) Cost of products sold $ ( 81 ) $ 21   $ ( 60 ) Net investment hedges (2) ( 23 ) 5   ( 18 ) Interest expense ( 31 ) 7   ( 24 ) Foreign currency-denominated debt Net investment hedges (3) ( 123 ) 28   ( 95 ) Other, net —   —   — Interest rate derivative contracts Cash flow hedges —   —   —   Interest expense 4   ( 1 ) 3 Year Ended December 31, 2024 Forward currency contracts Cash flow hedges $ 184   $ ( 41 ) $ 142   Cost of products sold $ ( 183 ) $ 41   $ ( 141 ) Net investment hedges (2) 65   ( 15 ) 51   Interest expense ( 18 ) 4   ( 14 ) Foreign currency-denominated debt Net investment hedges (3) 60   ( 13 ) 46   Other, net —   —   — Interest rate derivative contracts Cash flow hedges —   —   —   Interest expense 1   ( 0 ) 1 Year Ended December 31, 2023 Forward currency contracts Cash flow hedges $ 81   $ ( 18 ) $ 63   Cost of products sold $ ( 235 ) $ 53   $ ( 182 ) Net investment hedges (2) 32   ( 7 ) 25   Interest expense ( 10 ) 2   ( 8 ) Foreign currency-denominated debt Net investment hedges (3) ( 34 ) 8   ( 27 ) Other, net —   —   — Interest rate derivative contracts Cash flow hedges —   —   —   Interest expense 3   ( 1 ) 2 (1) In all periods presented in the table above, the pre-tax (gain) loss amounts reclassified from AOCI to earnings represent the effect of the hedging relationships on earnings. (2) For our outstanding forward currency contracts designated as net investment hedges, the net gain or loss reclassified from AOCI to earnings as a reduction of Interest expense represents the straight-line amortization of the excluded component as calculated at the date of designation. This initial value of the excluded component has been excluded from the assessment of effectiveness in accordance with FASB ASC Topic 815. In the current and prior periods, we did not recognize any gains or losses on the components included in the assessment of hedge effectiveness in earnings. (3) For our outstanding euro-denominated debt principal designated as a net investment hedge, the change in fair value attributable to changes in the spot rate is recorded in the CTA component of OCI. No amounts were reclassified from AOCI to current period earnings. 81 As of December 31, 2025, pre-tax net gains or losses for our derivative instruments designated, or previously designated, as cash flow and net investment hedges under FASB ASC Topic 815 that may be reclassified from AOCI to earnings within the next twelve months are presented below (in millions): Designated Hedging Instrument FASB ASC Topic 815 Designation Location on Consolidated Statements of Operations Amount of Pre-Tax Gain (Loss) that may be Reclassified to Earnings Forward currency contracts Cash flow hedge Cost of products sold $ ( 19 ) Forward currency contracts Net investment hedge Interest expense 3 Net gains and losses on currency hedge contracts not designated as hedging instruments offset by net gains and losses from currency transaction exposures are presented below: (in millions) Location on Consolidated Statements of Operations Year Ended December 31, 2025 2024 2023 Net gain (loss) on currency hedge contracts Other, net $ ( 174 ) $ 56   $ 3 Net gain (loss) on currency transaction exposures Other, net 162   ( 71 ) ( 44 ) Net currency exchange gain (loss) $ ( 12 ) $ ( 16 ) $ ( 41 ) 82 Fair Value Measurements FASB ASC Topic 815 requires all derivative and nonderivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. We determine the fair value of our derivative and nonderivative instruments using the framework prescribed by FASB ASC Topic 820, Fair Value Measurements and Disclosures (FASB ASC Topic 820), and considering the estimated amount we would receive or pay to transfer these instruments at the reporting date with respect to current currency exchange rates, interest rates, the creditworthiness of the counterparty for unrealized gain positions and our own creditworthiness for unrealized loss positions. In certain instances, we may utilize financial models to measure fair value of our derivative and nonderivative instruments. In doing so, we use inputs that include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The following are the balances of our derivative and nonderivative assets and liabilities: (in millions) Location on Consolidated Balance Sheets (1) As of December 31, 2025 2024 Derivative and Nonderivative Assets: Designated Hedging Instruments Forward currency contracts Other current assets $ 99   $ 149 Forward currency contracts Other long-term assets 57   79 156   228 Non-Designated Hedging Instruments Forward currency contracts Other current assets 25   156 Total Derivative and Nonderivative Assets   $ 181   $ 384 Derivative and Nonderivative Liabilities: Designated Hedging Instruments Forward currency contracts Other current liabilities $ 109   $ 1 Forward currency contracts Other long-term liabilities 102   — Foreign currency-denominated debt (2) Long-term debt 1,055   930 1,266   931 Non-Designated Hedging Instruments Forward currency contracts Other current liabilities 42   59 Total Derivative and Nonderivative Liabilities $ 1,308   $ 990 (1) We classify derivative and nonderivative assets and liabilities as current when the settlement date of the contract is one year or less. (2) Foreign currency-denominated debt is the € 900 million debt principal associated with our December 2027 Notes designated as a net investment hedge. A portion of this notional is subject to de-designation and re-designation based on changes in the underlying hedged item. Recurring Fair Value Measurements On a recurring basis, we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. Where quoted market prices or other observable inputs are not available, we apply valuation techniques to estimate fair value. FASB ASC Topic 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The category of a financial asset or a financial liability within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 – Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 – Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 – Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. 83 Assets and liabilities measured at fair value on a recurring basis consist of the following: As of December 31, 2025 December 31, 2024 (in millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Money market funds and time deposits $ 1,075   $ —   $ —   $ 1,075   $ 120   $ —   $ —   $ 120 Publicly-held securities 17   —   —   17   19   —   —   19 Hedging instruments —   181   —   181   —   384   —   384 Licensing arrangements —   —   —   —   —   —   24   24 $ 1,092   $ 181   $ —   $ 1,273   $ 139   $ 384   $ 24   $ 547 Liabilities Hedging instruments $ —   $ 1,308   $ —   $ 1,308   $ —   $ 990   $ —   $ 990 Contingent consideration liability —   —   385   385   —   —   171   171 Licensing arrangements —   —   7   7   —   —   33   33 $ —   $ 1,308   $ 392   $ 1,700   $ —   $ 990   $ 203   $ 1,194 Our investments in money market funds and time deposits are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents or Other current assets within our accompanying consolidated balance sheets, in accordance with GAAP and our accounting policies. In addition to $ 1.075 billion invested in money market funds and time deposits as of December 31, 2025 and $ 120 million as of December 31, 2024, we held $ 965 million in interest-bearing and non-interest-bearing bank accounts as of December 31, 2025 and $ 364 million as of December 31, 2024. Our recurring fair value measurements using Level 3 inputs include those related to our contingent consideration liability. Refer to Note B – Acquisitions and Strategic Investments for a discussion of the changes in the fair value of our contingent consideration liability. Non-Recurring Fair Value Measurements We hold certain assets and liabilities that are measured at fair value on a non-recurring basis in periods after initial recognition. The fair value of a measurement alternative investment is not estimated if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. Refer to Note B – Acquisitions and Strategic Investments for a discussion of our strategic investments and Note C – Goodwill and Other Intangible Assets for a discussion of the fair values of our intangible assets including goodwill. The fair value of our outstanding debt obligations, excluding finance leases, was $ 11.154 billion as of December 31, 2025 and $ 10.330 billion as of December 31, 2024. We determined fair value by using quoted market prices for our publicly registered senior notes, classified as Level 1 within the fair value hierarchy, and face value for commercial paper, term loans and credit facility borrowings outstanding. Refer to Note E – Contractual Obligations and Commitments for a discussion of our debt obligations. 84 NOTE E – CONTRACTUAL OBLIGATIONS AND COMMITMENTS Borrowings and Credit Arrangements The debt maturity schedule for our long-term debt obligations is presented below: Issuance Date Maturity Date As of December 31, Coupon Rate (1) (in millions, except interest rates) 2025 2024 March 2026 Senior Notes February 2019 March 2026 —   255   3.750 % December 2027 Senior Notes (3) November 2019 December 2027 1,058   935   0.625 % March 2028 Senior Notes (3) March 2022 March 2028 881   779   1.375 % March 2028 Senior Notes February 2018 March 2028 344   344   4.000 % March 2029 Senior Notes February 2019 March 2029 272   272   4.000 % March 2029 Senior Notes (3) February 2024 March 2029 881   779   3.375 % June 2030 Senior Notes May 2020 June 2030 1,200   1,200   2.650 % March 2031 Senior Notes (3) March 2022 March 2031 881   779   1.625 % March 2031 Senior Notes (3) February 2025 March 2031 999   —   3.000 % March 2032 Senior Notes (3) February 2024 March 2032 1,469   1,299   3.500 % March 2034 Senior Notes (3) March 2022 March 2034 588   519   1.875 % March 2034 Senior Notes (3) February 2025 March 2034 764   —   3.250 % November 2035 Senior Notes (2) November 2005 November 2035 350   350   6.250 % March 2039 Senior Notes February 2019 March 2039 450   450   4.550 % January 2040 Senior Notes December 2009 January 2040 300   300   7.375 % March 2049 Senior Notes February 2019 March 2049 650   650   4.700 % Unamortized Debt Issuance Discount and Deferred Financing Costs 2026 - 2049 ( 76 ) ( 70 ) Finance Lease Obligation Various 125   126 Long-term debt   $ 11,137   $ 8,968 (1) Coupon rates are semi-annual, except for the euro-denominated notes, which bear an annual coupon. (2) In accordance with the agreements, the adjusted interest rate on our November 2035 Notes is permanently reinstated to the issuance rate of 6.25% when the lowest credit ratings assigned to these senior notes is either A- or A3 or higher. This required credit rating was attained in the second quarter of 2025 and the interest rate was reset to the issuance rate in November 2025. (3) These notes are euro-denominated and presented in U.S. dollars based on the exchange rate in effect as of December 31, 2025 and 2024, respectively. Contractual maturities of our Senior Notes classified as long-term debt as of December 31, 2025 are as follows ( in millions ): Fiscal Year 2027 1,058 2028 1,226 2029 1,154 2030 1,200 Thereafter 6,451 Revolving Credit Facility On May 10, 2021, we entered into a $ 2.750 billion revolving credit facility (as amended, supplemented or otherwise modified from time to time, the 2021 Revolving Credit Facility) with a global syndicate of commercial banks. On May 10, 2024, we entered into a third amendment to the 2021 Revolving Credit Facility credit agreement, which provided for, among other things, an extension of the scheduled maturity date to May 10, 2029, an amendment of the Ratings based pricing grid of the Applicable Margin, each as defined in the credit agreement, and reset the applicable date for purposes of determining the amounts of restructuring charges and restructuring-related expenses that may be excluded from consolidated Earnings Before Interest, 85 Taxes, Depreciation and Amortization (EBITDA), as defined by the credit agreement, for purposes of our maximum leverage ratio covenant, from December 31, 2022 to March 31, 2024, as further discussed under Financial Covenant below. This facility provides backing for our commercial paper program, and outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had no amounts outstanding under the 2021 Revolving Credit Facility as of December 31, 2025 or December 31, 2024. Financial Covenant As of December 31, 2025, we were in compliance with the financial covenant required by the 2021 Revolving Credit Facility. Covenant Requirement as of December 31, 2025   Actual as of December 31, 2025 Maximum permitted leverage ratio (1) 4.50 times   1.92 times (1) Ratio of total debt to deemed consolidated EBITDA, as defined by the 2021 Revolving Credit Facility credit agreement. The 2021 Revolving Credit Facility includes the financial covenant requirement for all of our credit arrangements that we maintain the maximum permitted leverage ratio of 3.75 times for the remaining term. The credit agreement provides for higher leverage ratios, at our election, for the period following a Qualified Acquisition, as defined by the agreement, for which consideration exceeds $ 1.000 billion. In the event of such an acquisition, for the four succeeding quarters immediately following, including the quarter in which the acquisition occurs, the maximum permitted leverage ratio is 4.75 times. It steps down for the fifth, sixth and seventh succeeding quarters to 4.50 times, 4.25 times and 4.00 times, respectively. Thereafter, a maximum leverage ratio of 3.75 times is required through the remaining term of the 2021 Revolving Credit Facility. On November 15, 2024, we announced the closing of our acquisition of Axonics, which we had previously designated as a Qualified Acquisition under the credit agreement, increasing the maximum permitted leverage ratio to 4.75 times at that time. As of December 31, 2025, the maximum permitted leverage ratio is 4.50 times. We believe that we have the ability to comply with the financial covenant for the next 12 months. The financial covenant requirement, as amended on May 10, 2024, provides for an exclusion from the calculation of consolidated EBITDA through maturity, of certain charges and expenses. The credit agreement amendment reset the starting date for purposes of calculating such permitted exclusions related to restructuring charges and restructuring-related expenses from December 31, 2022 to March 31, 2024. Permitted exclusions include up to $ 500 million in cash and non-cash restructuring charges and restructuring-related expenses. As of December 31, 2025, we had none of the restructuring charge exclusion remaining; no further restructuring charges will be excluded. In addition, any cash litigation payments (net of any cash litigation receipts), as defined by the agreement, are excluded from the calculation of consolidated EBITDA, provided that the sum of any excluded net cash litigation payments do not exceed $ 1.000 billion plus all accrued legal liabilities as of December 31, 2022. As of December 31, 2025, we had $ 1.160 billion of the litigation exclusion remaining. Any inability to maintain compliance with this covenant could require us to seek to renegotiate the terms of our credit arrangements or seek waivers from compliance with this covenant, both of which could result in additional borrowing costs. Further, there can be no assurance that our lenders would agree to such new terms or grant such waivers on terms acceptable to us. In this case, all 2021 Revolving Credit Facility commitments would terminate, and any amounts borrowed under the facility would become immediately due and payable. Furthermore, any termination of our 2021 Revolving Credit Facility may negatively impact the credit ratings assigned to our commercial paper program, which may impact our ability to refinance any then outstanding commercial paper as it becomes due and payable . 86 Commercial Paper Our commercial paper program is backed by the 2021 Revolving Credit Facility. Outstanding commercial paper directly reduces borrowing capacity under the 2021 Revolving Credit Facility. We had no outstanding commercial paper under our program as of December 31, 2025 and $ 191 million outstanding as of December 31, 2024. As of December 31, (in millions, except maturity and yield) 2025 2024 Commercial paper outstanding (at par) $ —   $ 191 Maximum borrowing capacity 2,750   2,750 Borrowing capacity available 2,750   2,559 Weighted average maturity 0 days 20 days Weighted average yield —   % 4.71   % Senior Notes We had senior notes outstanding of $ 11.343 billion as of December 31, 2025 and $ 10.451 billion as of December 31, 2024. Our senior notes were issued in public offerings, are redeemable prior to maturity and are not subject to sinking fund requirements. Our senior notes are unsecured, unsubordinated obligations and rank on parity with each other. These notes are effectively junior to liabilities of our subsidiaries (see Other Arrangements below). In February 2025, American Medical Systems Europe B.V. (AMS Europe), an indirect, wholly owned subsidiary of Boston Scientific, completed a registered public offering of € 1.500 billion in aggregate principal amount of euro-denominated senior notes comprised of € 850 million of 3.000 % Senior Notes due 2031 and € 650 million of 3.250 % Senior Notes due 2034 (collectively, the 2025 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2025 Eurobonds, and no other subsidiary of Boston Scientific will guarantee these obligations. AMS Europe is a “finance subsidiary” as defined in Rule 13-01(a)(4)(vi) of Regulation S-X. The financial condition, results of operations and cash flows of AMS Europe are consolidated in the financial statements of Boston Scientific. The 2025 Eurobonds offering resulted in cash proceeds of $ 1.558 billion, net of investor discounts and issuance costs. We used the net proceeds from the 2025 Eurobonds offering to fund the repayment at maturity of AMS Europe’s € 1.000 billion 0.750 % Senior Notes due March 2025 and to pay accrued and unpaid interest with respect to such notes. Additionally, we used the remaining net proceeds for general corporate purposes, including, among other things, short term investments, reduction of short term debt, funding of working capital and acquisitions. During the second quarter of 2025, we also repaid at maturity our $ 500 million 1.900 % Senior Notes due June 2025 and accrued and unpaid interest with respect to such notes. In February 2024, AMS Europe completed a registered public offering of € 2.000 billion in aggregate principal amount of euro-denominated senior notes comprised of € 750 million of 3.375 % Senior Notes due 2029 and € 1.250 billion of 3.500 % Senior Notes due 2032 (collectively, the 2024 Eurobonds). Boston Scientific has fully and unconditionally guaranteed all of AMS Europe's obligations under the 2024 Eurobonds, in addition to all of AMS Europe's obligations under the euro-denominated senior notes that were previously issued by AMS Europe in 2022, and no other subsidiary of Boston Scientific will guarantee these obligations. The 2024 Eurobonds offering resulted in cash proceeds of $ 2.145 billion, net of investor discounts and issuance costs. We primarily used the net proceeds from the 2024 Eurobonds offering to fund a portion of the purchase price of our acquisition of Axonics and to pay related fees and expenses, and for general corporate purposes. We also used the net proceeds to fund the repayment at maturity of $ 504 million of our 3.450 % Senior Notes due March 2024 and to pay accrued and unpaid interest with respect to such notes. 87 Other Arrangements We have accounts receivable factoring programs in certain European countries and with commercial banks in China and Japan which include promissory notes discounting programs. We account for our factoring programs as sales under FASB ASC Topic 860, Transfers and Servicing . We have no retained interest in the transferred receivables, other than collection and administration, and once sold, the accounts receivable are no longer available to satisfy creditors in the event of bankruptcy. Amounts de-recognized for accounts and notes receivable, which are excluded from Trade accounts receivable, net in our accompanying consolidated balance sheets, are aggregated by contract denominated currency below (in millions): As of December 31, 2025 As of December 31, 2024 Factoring Arrangements Amount De-recognized Weighted Average Interest Rate Amount De-recognized Weighted Average Interest Rate Euro denominated $ 193   3.6   % $ 176   5.3   % Yen denominated 230   1.4   % 193   0.9   % Renminbi denominated 26   2.6   % 26   2.0   % Other Contractual Obligations and Commitments We had outstanding letters of credit of $ 203 million as of December 31, 2025 and $ 206 million as of December 31, 2024, which consisted primarily of bank guarantees and collateral for workers' compensation insurance arrangements. As of December 31, 2025 and December 31, 2024, we had not recognized a related liability for our outstanding letters of credit in our consolidated balance sheets. As of December 31, 2025, future minimum purchase obligations, relating primarily to non-cancellable inventory commitments and capital expenditures entered in the normal course of business, were (in millions): Fiscal Year Unrecorded Purchase Obligations 2026 $ 1,051 2027 268 2028 186 2029 90 2030 57 Thereafter 176 $ 1,830 We have a supplier financing program offered primarily in the U.S. that enables our suppliers to opt to receive early payment at a nominal discount, while allowing us to lengthen our payment terms and optimize working capital. Our standard payment term in the U.S. is 90 days. All outstanding payables related to the supplier finance program are classified within Accounts Payable within our consolidated balance sheets and were $ 144 million as of December 31, 2025 and $ 140 million as of December 31, 2024. The following is a roll forward of outstanding payables related to our supplier finance program: (in millions) Balance as of December 31, 2024 $ 140 Additions 698 Settlements ( 694 ) Balance as of December 31, 2025 $ 144 88 NOTE F – LEASES We have operating and finance leases for real estate including corporate offices, land, warehouse space, vehicles and certain equipment. Leases with an initial term of 12 months or less are generally not recorded on the balance sheet, unless the arrangement includes an option to purchase the underlying asset, or an option to renew the arrangement, that we are reasonably certain to exercise (short-term leases). We recognize lease expense on a straight-line basis over the lease term for short-term leases that we do not record on our balance sheet. If there is a change in our assessment of the lease term and, as a result, the remaining lease term extends more than 12 months from the end of the previously determined lease term, or we subsequently become reasonably certain that we will exercise an option to purchase the underlying asset, the lease no longer meets the definition of a short-term lease and is accounted for as either an operating or finance lease and recognized on the balance sheet. In accordance with FASB ASC Topic 842, we account for the lease components and the non-lease components as a single lease component, with the exception of our warehouse leases. Our leases have remaining lease terms of less than 1 year to approximately 51 years, some of which may include options to extend the leases for up to 10 years. If we are reasonably certain we will exercise an option to extend the lease, the time period covered by the extension option is included in the lease term. We determine whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, we utilize the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. Our operating lease right-of-use assets are presented within Other long-term assets and corresponding liabilities are presented within Other current liabilities and Other long-term liabilities on our consolidated balance sheets. In December 2024, a previously executed lease for additional office and warehouse space with a noncancellable lease term of 25 years commenced and was accounted for as a finance lease. As of December 31, 2025, the finance lease right-of-use asset had a carrying value of $ 119 million, recorded in Property, plant and equipment, net , in our consolidated balance sheets, as well as a corresponding current finance lease liability of less than $ 1  million, and noncurrent finance lease liability of $ 122 million, recorded in Current debt obligations and Long-term debt , respectively, in our consolidated balance sheets. The discount rate used to calculate the initial right-of-use asset and corresponding liability was 4.8 %. In the fourth quarter of 2025, we executed buyout options for $ 205 million related to previously executed lease agreements for land and additional office and lab space in Maple Grove, Minnesota. The leases were classified as finance leases. The purchase has resulted in the recognition of buildings and land included within Property, plant and equipment, net . The following table presents supplemental balance sheet information related to our operating leases: As of December 31, (in millions) 2025 2024 Assets Operating lease right-of-use assets in Other long-term assets $ 465   $ 449 Liabilities Operating lease liabilities in Other current liabilities 90   81 Operating lease liabilities in Other long-term liabilities 446   401 The following table presents the weighted average remaining lease term and discount rate information related to our operating leases: As of December 31, 2025 2024 Weighted average remaining lease term 8 years 9 years Weighted average discount rate 4.1 % 3.9 % 89 Our operating lease cost under FASB ASC Topic 842 was $ 117 million in 2025, $ 98  million in 2024 and $ 96  million in 2023. The following table presents supplemental cash flow information related to our operating leases: Year Ended December 31, (in millions) 2025 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 111   $ 97   $ 93 Right-of-use assets obtained in exchange for operating lease obligations were $ 119 million and $ 117 million for the years ended December 31, 2025 and 2024, respectively. The following table presents the maturities of our operating lease liabilities as of December 31, 2025 (in millions): Fiscal year Operating Leases (1) 2026 $ 107 2027 96 2028 82 2029 69 2030 56 Thereafter 248 Total future minimum operating lease payments 656 Less: imputed interest ( 121 ) Present value of operating lease liabilities $ 536 (1) Excludes expected lease payments for lease terms that have not yet commenced. NOTE G – SUPPLEMENTAL BALANCE SHEET INFORMATION Components of selected captions in our accompanying consolidated balance sheets are as follows: Trade accounts receivable, net As of December 31, (in millions) 2025 2024 Trade accounts receivable $ 3,058   $ 2,667 Allowance for credit losses ( 132 ) ( 109 ) $ 2,926   $ 2,558 The following is a roll forward of our Allowance for credit losses : Year Ended December 31, (in millions) 2025 2024 2023 Beginning balance $ 109   $ 110   $ 109 Credit loss expense 56   41   50 Write-offs ( 33 ) ( 43 ) ( 48 ) Ending balance $ 132   $ 109   $ 110 90 Inventories As of December 31, (in millions) 2025 2024 Finished goods $ 1,849   $ 1,798 Work-in-process 246   193 Raw materials 849   819 $ 2,943   $ 2,810 Approximately 22 percent of our finished goods inventory as of December 31, 2025 and 2024 was at customer locations pursuant to consignment arrangements or held by sales representatives. Property, plant and equipment, net As of December 31, (in millions) 2025 2024 Land $ 173   $ 144 Buildings and improvements 2,484   2,019 Equipment, furniture and fixtures 3,827   3,630 Capital in progress 1,161   1,035 7,645   6,827 Less: accumulated depreciation 3,610   3,533 $ 4,036   $ 3,294 Depreciation expense was $ 471 million in 2025, $ 412 million in 2024 and $ 367 million in 2023. Accrued expenses As of December 31, (in millions) 2025 2024 Payroll and related liabilities $ 1,426   $ 1,288 Rebates 626   494 Other 1,149   991 $ 3,201   $ 2,773 Other current liabilities As of December 31, (in millions) 2025 2024 Deferred revenue $ 313   $ 306 Other 482   581 $ 795   $ 887 91 NOTE H – INCOME TAXES Our Income (loss) before income taxes consisted of the following: Year Ended December 31, (in millions) 2025 2024 2023 Domestic $ ( 311 ) $ ( 261 ) $ ( 394 ) Foreign 3,696   2,542   2,379 Total $ 3,385   $ 2,282   $ 1,985 The related expense (benefit) for income taxes consisted of the following: Year Ended December 31, (in millions) 2025 2024 2023 Current Federal $ 242   $ 310   $ 189 State 22   31   15 Foreign 241   184   116 Total Current 505   526   320 Deferred Federal ( 66 ) ( 131 ) ( 82 ) State ( 53 ) ( 52 ) ( 22 ) Foreign 107   92   176 Total Deferred ( 12 ) ( 90 ) 73 Total expense (benefit) for income taxes $ 493   $ 436   $ 393 92 We adopted ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis beginning with the year ended December 31, 2025. The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows: Year Ended December 31, 2025 (in millions) Amount Percent U.S. Federal Statutory Tax Rate $ 711   21.0    % State and Local Income Taxes, Net of Federal Income Tax Effects (1) ( 39 ) ( 1.2 )  % Foreign Tax Effects Costa Rica Statutory Tax Rate Differential ( 349 ) ( 10.3 )  % Ireland Statutory Tax Rate Differential ( 136 ) ( 4.0 )  % Other 27   0.8    % Other Foreign Jurisdictions 4   0.1    % Effect of Cross-Border Tax Laws Global Intangible Low-Taxed Income 328   9.7    % Other ( 29 ) ( 0.9 )  % Tax Credits Research and Development Tax Credits ( 61 ) ( 1.8 )  % Nontaxable or Nondeductible Items Compensation-Related ( 37 ) ( 1.1 )  % Other 33   1.0    % Other Adjustments 42   1.2    % Reported Tax Rate $ 493   14.6    % (1) State taxes in California, New Jersey, Massachusetts, Minnesota, Illinois and Michigan made up the majority (greater than 50%) of the tax effect in this category. 93 The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes for years prior to our adoption of ASU 2023-09 is as follows: Year Ended December 31, 2024 2023 U.S. federal statutory income tax rate 21.0   % 21.0   % State income taxes, net of federal benefit 0.1   % 0.7   % Domestic taxes on foreign earnings 9.2   % 6.9   % Effect of foreign taxes ( 12.2 ) % ( 15.3 ) % Acquisition-related 1.5   % 2.2   % Research credit ( 3.1 ) % ( 2.9 ) % Valuation allowance 0.4   % 7.5   % Compensation-related ( 0.1 ) % 0.5   % Non-deductible expenses 0.6   % 0.4   % Uncertain tax positions 1.3   % ( 0.5 ) % Return to provision 0.5   % ( 0.1 ) % Change in tax rates 0.1   % ( 0.6 ) % Other, net ( 0.2 ) % —   % Reported tax rate 19.1   % 19.8   % 94 Significant components of our deferred tax assets and liabilities are as follows: As of December 31, (in millions) 2025 2024 Deferred Tax Assets: Inventory costs and related reserves $ 52   $ 15 Tax benefit of net operating losses and credits 626   774 Reserves and accruals 383   320 Restructuring-related 27   12 Litigation and product liability reserves 56   79 Investment write-down 93   73 Compensation-related 207   186 Federal benefit of uncertain tax positions 27   25 Intangible assets 2,898   3,059 Capitalized R&D 336   329 Operating lease liabilities 132   117 Other 23   — 4,857   4,990 Less: valuation allowance ( 1,202 ) ( 1,268 ) 3,655   3,722 Deferred Tax Liabilities: Property, plant and equipment 78   29 Unrealized gains and losses on derivative financial instruments —   81 Operating right-of-use asset 120   111 Other 2   1 200   222 Net Deferred Tax Assets 3,456   3,500 Prepaid tax on intercompany profit 299   307 Net Deferred Tax Assets and Prepaid Tax on Intercompany Profit $ 3,755   $ 3,807 Our deferred tax assets, deferred tax liabilities and prepaid tax on intercompany profit are included in the following locations within our accompanying consolidated balance sheets (in millions): Location on Consolidated Balance Sheets As of December 31, Component 2025 2024 Prepaid tax on intercompany profit Prepaid income taxes $ 299   $ 307 Non-current deferred tax asset Deferred tax assets 3,675   3,655 Deferred Tax Assets and Prepaid Tax on Intercompany Profit   3,975   3,962 Non-current deferred tax liability Deferred tax liabilities 220   155 Deferred Tax Liabilities   220   155 Net Deferred Tax Assets and Prepaid Tax on Intercompany Profit $ 3,755   $ 3,807 As of December 31, 2025 and 2024, we had U.S. federal and state tax net operating loss carryforwards and tax credits, the tax effect of which was $ 529 million and $ 558 million, respectively. In addition, we had foreign tax net operating loss carryforwards and tax credits, the tax effect of which was $ 97 million as of December 31, 2025, and $ 216 million as of December 31, 2024. These tax attributes expire periodically beginning in 2026. 95 After consideration of all positive and negative evidence, we believe that it is more likely than not that a portion of our deferred tax assets will not be realized. As a result, we recorded a valuation allowance of $ 1.202 billion as of December 31, 2025, and $ 1.268 billion as of December 31, 2024. The decrease in the valuation allowance as of December 31, 2025, compared to December 31, 2024, primarily reflects the release of valuation allowances associated with ongoing restructuring activities. This decrease was partially offset by increases in valuation allowances related to certain foreign deferred tax assets, deferred tax assets acquired during the year, and certain state attributes. The income tax impact of the unrealized gain or loss component of other comprehensive income and stockholders' equity was a benefit of $ 106 million in 2025, a charge of $ 30 million in 2024 and a benefit of $ 39 million in 2023. Our manufacturing facilities in Costa Rica operate under the Free Trade Zone regime, and we also benefit from tax holidays and tax incentive grants in various other countries. These tax benefits are conditional upon meeting certain thresholds required under statutory law and will expire between fiscal years 2028 and 2034, unless extended. Subsequent to December 31, 2025, we received confirmation from the Costa Rican government that our eligibility for the Free Trade Zone regime has been extended through 2033. This subsequent event did not impact our financial statements for the year ended December 31, 2025, but may impact the effective tax rate in future periods. The tax reductions as compared to the taxes otherwise chargeable favorably impacted Net income (loss) attributable to Boston Scientific common stockholders by $ 540 million, $ 353 million and $ 254 million in fiscal years 2025, 2024 and 2023, respectively, and Net income (loss) per common share - diluted by $ 0.36 , $ 0.24 and $ 0.17 in fiscal years 2025, 2024 and 2023, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, (in millions) 2025 2024 2023 Beginning Balance $ 506   $ 467   $ 492 Additions based on positions related to the current year 74   58   65 Additions based on positions related to prior years 54   20   67 Reductions for tax positions of prior years ( 10 ) ( 20 ) ( 114 ) Settlements with taxing authorities ( 14 ) —   ( 14 ) Statute of limitation expirations ( 15 ) ( 18 ) ( 29 ) Ending Balance $ 596   $ 506   $ 467 At December 31, 2025, 2024 and 2023, there are unrecognized tax benefits of $ 501 million, $ 423 million, and $ 395 million, respectively, that would affect our effective tax rate if recognized. We are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. We have concluded all U.S. federal income tax matters and substantially all material state and local income tax matters through 2018. We have concluded substantially all foreign income tax matters through 2015. We recognize interest and penalties related to income taxes as a component of income tax expense. We had $ 100 million accrued for gross interest and penalties as of December 31, 2025, $ 78 million as of December 31, 2024, and $ 70 million as of December 31, 2023. Net tax expense related to interest and penalties was immaterial in 2025, 2024 and 2023. Unremitted earnings of our international subsidiaries are indefinitely reinvested overseas. We regularly review our plans for reinvestment or repatriation of unremitted foreign earnings, and any future change in our plans would require us to provide for the related net tax impacts. Determining the amount of unrecognized deferred income tax related to our undistributed accumulated foreign earnings and additional outside basis differences is not practicable. 96 A reconciliation of income taxes paid, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows: Year Ended December 31, (in millions) 2025 U.S. Federal $ 317 U.S. State and Local 29 Foreign Ireland 56 Other Foreign Jurisdictions 159 215 Total $ 561 NOTE I – COMMITMENTS AND CONTINGENCIES We are involved in various legal proceedings, including intellectual property, product liability, securities and commercial claims and disputes, employment matters, environmental matters, governmental inquiries, investigations and proceedings, and other legal matters that arise from time to time in the ordinary course of our business, including those described below. In recent years, we have successfully negotiated closure of several long-standing legal matters and have received favorable rulings in several other matters, however, there continues to be outstanding litigation and disputes. Adverse outcomes in one or more of these matters could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. Intellectual property rights, particularly patents and trade secrets, play a significant role in product development and differentiation. From time to time, we face litigation initiated against us by others, including our competitors, claiming that our current or former product offerings infringe patents owned or licensed by them. Intellectual property litigation is inherently complex and unpredictable. In addition, competing parties frequently file multiple suits to leverage patent portfolios across product lines, technologies and geographies and to balance risk and exposure between the parties. In some cases, several competitors are parties in the same proceeding, or in a series of related proceedings, or litigate multiple features of a single class of devices. These dynamics frequently drive settlement not only for individual cases, but also for a series of pending and potentially related and unrelated cases. Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal. Accordingly, the outcomes of individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies. Product liability, securities, environmental and commercial claims have been asserted against us and similar or other claims may be asserted against us in the future related to events not known to management at the present time. We maintain an insurance policy providing limited coverage against securities claims and we are substantially self-insured with respect to product liability and environmental claims and fully self-insured with respect to intellectual property infringement claims. The absence of significant third-party insurance coverage increases our potential exposure to unanticipated claims or adverse decisions. Product liability claims, securities, environmental and commercial litigation and other legal proceedings in the future, regardless of their outcome, could have a material adverse effect on our ability to sell certain products and on our operating margins, financial position, results of operations and/or liquidity. In addition, like other companies in the medical device industry, we are subject to extensive regulation by national, state and local governmental agencies in the U.S. and other countries in which we operate. From time to time, we receive inquiries and have ongoing discussions with governmental agencies with respect to our operations, such as the Securities and Exchange Commission (SEC), the Department of Justice (DOJ) and other U.S. and foreign regulators. These include ongoing and any future investigations with respect to alleged Foreign Corrupt Practices Act (FCPA) violations, U.S.-based subpoenas and DOJ Civil Investigative Demands (CID), and qui tam actions or other governmental investigations often involving regulatory, marketing and other business practices. From time to time, we also self-disclose potential concerns to regulators. It is our standard practice to cooperate with governmental agencies when responding to such inquiries and investigating such matters. These governmental investigations and inquiries could result in the commencement of civil and criminal proceedings, 97 substantial fines, penalties and administrative remedies and have a material adverse effect on our financial position, results of operations and/or liquidity. In accordance with FASB ASC Topic 450, Contingencies , we accrue anticipated costs of settlement, damages, losses for claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable. Otherwise, we expense these costs as incurred. If the estimate of a probable loss is a range and no amount within the range is more likely, we accrue the minimum amount of the range. Our accrual for legal matters that are probable and estimable was $ 242 million as of December 31, 2025, and $ 326 million as of December 31, 2024 and includes certain estimated costs of settlement, damages and defense primarily related to product liability cases or claims and matters assumed from acquired companies. We record certain legal charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as Litigation-related net charges (credits) within our accompanying consolidated financial statements. We recorded litigation-related net charges of $ 194 million in 2025 related to the resolution of a legacy IP-related matter related to an acquired company. We did not record any litigation-related net charges (credits) in 2024. We recorded litigation-related net credits of $ 111 million in 2023 primarily related to the settlement of offensive patent litigation. All other legal charges, credits and costs are recorded within Selling, general and administrative expenses within our accompanying consolidated statements of operations. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could materially adversely impact our operating results, cash flows and/or our ability to comply with our financial covenant required by our credit arrangements. In management's opinion, we are not currently involved in any legal proceedings other than those specifically identified below, which, individually or in the aggregate, could have a material adverse effect on our financial condition, operations and/or cash flows. Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated. Patent Litigation On November 20, 2017, The Board of Regents, University of Texas System and TissueGen. Inc. (collectively, UT), served a lawsuit against us in the Western District of Texas. The complaint against the Company alleges patent infringement of two U.S. patents owned by UT, relating to “Drug Releasing Biodegradable Fiber Implant” and “Drug Releasing Biodegradable Fiber for Delivery of Therapeutics,” and affects the manufacture, use and sale of our Synergy™ Stent System. UT primarily seeks a reasonable royalty. On March 12, 2018, the District Court for the Western District of Texas dismissed the action and transferred it to the United States District Court for the District of Delaware. On September 5, 2019, the Court of Appeals for the Federal Circuit affirmed the dismissal of the District Court for the Western District of Texas. In April 2020, the United States Supreme Court denied the UT’s Petition for Certiorari. UT proceeded with its case against the Company in Delaware. In January 2023, a jury trial was held on the issue of whether the one UT patent still asserted in the case was valid and whether it was infringed by the Company. On January 31, 2023, a jury concluded that UT’s patent was valid and willfully infringed by the Company, and awarded UT $ 42 million in damages. Following the trial, UT filed a motion seeking prejudgment interest and enhanced damages. The Company filed a motion seeking judgment as a matter of law in its favor or alternatively a new trial. On June 5, 2024, the Court granted the Company’s motion for judgment as a matter of law of no willful infringement, but otherwise denied the Company’s motions. The Court also denied UT’s motion for enhanced damages, awarded approximately $ 7 million in pre-judgment interest, and awarded post-judgment interest. On July 3, 2024, UT and the Company each filed a notice of appeal. Upon the Company’s acquisition of Axonics on November 15, 2024, the Company assumed responsibility for all litigation pending against Axonics. On September 18, 2023, Axonics commenced an arbitration dispute against the Al Mann Foundation (AMF), in response to which AMF asserted multiple claims against Axonics. This arbitration was to resolve, among other things, whether AMF terminated its licensing agreement with Axonics and whether Axonics owes royalties to AMF for its non-rechargeable sacral neuromodulation products. The parties reached a confidential settlement resolving all claims in the arbitration in December 2025. Product Liability Litigation Multiple product liability cases or claims related to transvaginal surgical mesh products designed to treat stress urinary incontinence and pelvic organ prolapse have been asserted against us, predominantly in the United States, Canada, the United Kingdom, Scotland, Ireland, and Australia. Plaintiffs generally seek monetary damages based on allegations of personal injury associated with the use of our transvaginal surgical mesh products, including design and manufacturing claims, failure to warn, 98 breach of warranty, fraud, violations of state consumer protection laws and loss of consortium claims. We have entered into individual and master settlement agreements or are in the final stages of entering agreements with certain plaintiffs' counsel, to resolve the majority of these cases and claims. All settlement agreements were entered into solely by way of compromise and without any admission or concession by us of any liability or wrongdoing. We have established a product liability accrual for remaining claims asserted against us associated with our transvaginal surgical mesh products and the costs of defense thereof. We continue to engage in discussions with plaintiffs’ counsel regarding potential resolution of pending cases and claims, which we continue to vigorously contest. The final resolution of the cases and claims is uncertain and could have a material impact on our results of operations, financial condition and/or liquidity. Trials involving our transvaginal surgical mesh products have resulted in both favorable and unfavorable judgments for us. We do not believe that the judgment in any one trial is representative of potential outcomes of all cases or claims related to our transvaginal surgical mesh products. NOTE J – STOCKHOLDERS' EQUITY Preferred Stock We are authorized to issue 50 million shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating, option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by our stockholders. On May 27, 2020, we completed an offering of 10,062,500 shares of 5.50 % Mandatory Convertible Preferred Stock, Series A (MCPS) at a price to the public and liquidation preference of $ 100 per share. The net proceeds from the MCPS offering were approximately $ 975 million after deducting underwriting discounts and commissions and offering expenses. On June 1, 2023 (the Mandatory Conversion Date), all outstanding shares of MCPS automatically converted into shares of common stock, with a conversion rate of 2.3834 . An aggregate of approximately 24 million shares of common stock were issued upon conversion of the MCPS. Prior to the Mandatory Conversion Date in 2023, the Audit Committee of our Board of Directors, pursuant to authority delegated to such committee by our Board of Directors, declared, and we paid, cash dividends of $ 28 million, or $ 1.3750 per MCPS share to holders representing dividend periods through May 2023. Following the mandatory conversion of the MCPS, there were no outstanding shares of MCPS. Common Stock We are authorized to issue two billion shares of common stock, $ 0.01 par value per share. Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by our Board of Directors, and to share ratably in our assets legally available for distribution to our stockholders in the event of liquidation. Holders of common stock have no preemptive, subscription, redemption, or conversion rights. The holders of common stock do not have cumulative voting rights. The holders of a majority of the shares of common stock can elect all of the directors and can control our management and affairs. Prior to the Mandatory Conversion Date, holders of common stock were junior to holders of MCPS in terms of liquidation preference. On December 14, 2020, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $ 1.000 billion of our common stock. We did not repurchase any shares of our common stock during 2025 and had the full amount available under the authorization as of December 31, 2025. There were approximately 263 million shares in treasury as of December 31, 2025 and 2024. 99 NOTE K – STOCK INCENTIVE AND PURCHASE PLANS Employee and Director Stock Incentive Plans In 2020, our Board of Directors and stockholders approved amendments to our 2011 Long-Term Incentive Plan effective October 1, 2020 (Amended and Restated 2011 LTIP), authorizing for issuance up to 171 million shares of our common stock. The Amended and Restated 2011 LTIP covers officers, directors, employees and consultants and provides for the grant of restricted or unrestricted common stock, restricted stock units (RSUs), options to acquire our common stock, stock appreciation rights, performance awards (market-based and performance-based RSUs) and other stock and non-stock awards. Shares reserved under our current and former stock incentive plans totaled approximately 132 million as of December 31, 2025. The Executive Compensation and Human Resources Committee (the Committee) of the Board of Directors, consisting of independent, non-employee directors, may authorize the issuance of common stock and cash awards under the Amended and Restated 2011 LTIP in recognition of the achievement of long-term performance objectives established by the Committee. Non-qualified options issued to employees are generally granted with an exercise price equal to the market price of our stock on the grant date, vest over a three or four -year service period and have a ten -year contractual life. In the case of qualified options, if the recipient owns more than ten percent of the voting power of all classes of stock, the option granted will be at an exercise price of 110 percent of the fair market value of our common stock on the date of grant and will expire over a period not to exceed five years. Non-vested stock awards, including restricted stock awards (RSAs) and RSUs issued to employees are generally granted with an exercise price of zero and typically vest in four equal annual installments. These awards represent our commitment to issue shares to recipients after the vesting period. Upon each vesting date, such awards are no longer subject to risk of forfeiture and we issue shares of our common stock to the recipient. The following presents the impact of stock-based compensation on our consolidated statements of operations: Year Ended December 31, (in millions, except per share data) 2025 2024 2023 Cost of products sold $ 16   $ 14   $ 12 Selling, general and administrative expenses 231   206   179 Research and development expenses 53   46   42 299   266   233 Income tax (benefit) expense ( 42 ) ( 39 ) ( 35 ) $ 257   $ 227   $ 198 Net impact per common share - basic $ 0.17   $ 0.15   $ 0.14 Net impact per common share - assuming dilution $ 0.17   $ 0.15   $ 0.14 Stock Options We use the Black-Scholes option-pricing model to calculate the grant-date fair value of stock options granted to employees under our stock incentive plans. We calculated the fair value for options granted using the following estimated weighted-average assumptions: Year Ended December 31, 2025 2024 2023 Options granted (in thousands) 1,340   2,443   2,934 Weighted-average exercise price $ 106.06   $ 65.00   $ 47.43 Weighted-average grant-date fair value $ 36.30   $ 23.30   $ 16.83 Black-Scholes Assumptions Expected volatility 24   % 24   % 26   % Expected term (in years, weighted) 6.2 6.3 6.3 Risk-free interest rate 3.88 % - 4.47 % 4.16 % - 4.20 % 3.62 % - 4.75 % 100 We use our historical volatility and implied volatility as a basis to estimate expected volatility in our valuation of stock options. We estimate the expected term of options using historical exercise and forfeiture data. We believe that this historical data provides the best estimate of the expected term of new option grants. We use yield rates on U.S. Treasury securities for a period approximating the expected term of the award to estimate the risk-free interest rate in our grant-date fair value assessment. We have not historically paid cash dividends on our common stock and currently we do not intend to pay cash dividends on our common stock. Therefore, we have assumed an expected dividend yield of zero in our grant-date fair value assessment. Information related to stock options under stock incentive plans are as follows: Stock Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2022 21,489   $ 32 Granted 2,934   47 Exercised ( 3,325 ) 25 Cancelled/forfeited ( 249 ) 44 Outstanding as of December 31, 2023 20,850   $ 36 Granted 2,443   65 Exercised ( 3,866 ) 28 Cancelled/forfeited ( 243 ) 50 Outstanding as of December 31, 2024 19,183   $ 41 Granted 1,340   106 Exercised ( 4,056 ) 32 Cancelled/forfeited ( 206 ) 74 Outstanding as of December 31, 2025 16,261   $ 48   5.5 $ 783 Exercisable as of December 31, 2025 11,537   40   4.5 643 Expected to vest as of December 31, 2025 4,583   68   7.9 137 Total vested and expected to vest as of December 31, 2025 16,120   $ 48   5.4 $ 780 The total intrinsic value of stock options exercised was $ 290 million in 2025, $ 184 million in 2024 and $ 89 million in 2023. 101 Non-Vested Stock We value RSAs and RSUs based on the closing trading value of our shares on the date of grant. Information related to non-vested stock awards is as follows: Non-Vested Stock Award Units (in thousands) Weighted Average Grant-Date Fair Value Balance as of December 31, 2022 9,438   $ 41 Granted 3,958   49 Vested (1) ( 3,624 ) 39 Forfeited ( 485 ) 44 Balance as of December 31, 2023 9,287   $ 45 Granted 3,322   66 Vested (1) ( 3,717 ) 43 Forfeited ( 349 ) 50 Balance as of December 31, 2024 8,544   $ 54 Granted 2,554   106 Vested (1) ( 3,495 ) 50 Forfeited ( 371 ) 77 Balance as of December 31, 2025 7,232   $ 72 (1) The number of shares vested includes shares withheld on behalf of employees to satisfy statutory tax withholding requirements. The total vesting date fair value of shares that vested was approximately $ 367 million in 2025, $ 248 million in 2024 and $ 171 million in 2023. Market-based RSU Awards During 2025, 2024 and 2023 we granted market-based RSU awards to certain members of our senior management team. The number of shares ultimately issued to the recipient is based on the total stockholder return (TSR) of our common stock as compared to the TSR of the common stock of the other companies in the S&P 500 Health Care Index over a three-year period. The number of RSUs ultimately granted under this program range from 0 percent to 200 percent of the target number awarded to the participant as determined by achievement of the TSR criteria of the program. In addition, in general, award recipients must remain employed by us throughout the three-year period to attain the full amount of the market-based RSUs that satisfied the market performance criteria. The following table presents the fair value of the awards currently expected to vest as of December 31, 2025, and the assumptions used in Monte Carlo simulations to determine fair value of the awards: 2025 2024 2023 Awards Awards Awards Fair value, net of forfeitures to date (in millions) $ 19   $ 14   $ 13 Stock price on date of grant $ 106.14   $ 64.99   $ 47.28 Measurement period (in years) 2.9 2.9 2.9 Risk-free rate 4.26   % 4.23   % 4.31   % We recognize the expense on these awards in our consolidated statements of operations on a straight-line basis over the three-year measurement period. 102 Organic Net Sales Growth Performance-based RSU Awards During 2025, 2024 and 2023 we granted organic net sales growth (ONSG) performance-based RSU awards to certain members of our senior management team. The attainment of these performance-based RSUs is based on our organic net sales growth over a three-year performance period against a target set by the Committee. The number of RSUs ultimately granted under this program range from 0 percent to 200 percent of the target number of performance-based RSUs awarded to the participant as determined by achievement of the performance criteria of the program. The following table presents our assumptions used in determining the fair value of our ONSG awards currently expected to vest as of December 31, 2025: 2025 ONSG 2024 ONSG 2023 ONSG Fair value, net of forfeitures to date (in millions) $ 23   $ 20   $ 19 Achievement of target payout (1) 200   % 200   % 200   % Stock price used in determining fair value $ 106.14   $ 64.99   $ 47.28 (1) Company's estimate of target payout as of December 31, 2025. We recognize the expense on these awards in our consolidated statements of operations over the vesting period which is three years after the date of grant. Expense Attribution We recognize compensation expense for our stock incentive plan using a straight-line method over the substantive vesting period. Most of our stock awards provide for immediate vesting upon death or disability of the participant. In addition, our stock grants to employees provide for accelerated vesting of our stock-based awards, other than performance-based and market-based awards, upon retirement, if the stock award has been held for at least one year by the recipient. In accordance with the terms of our stock grants, for employees who will become retirement eligible prior to the vest date we expense stock-based awards, other than performance-based and market-based awards, over the greater of one year or the period between grant date and retirement-eligibility. The performance-based and market-based awards discussed above do not contain provisions that would accelerate the full vesting of the awards upon retirement-eligibility. We recognize stock-based compensation expense for the value of the portion of awards that are ultimately expected to vest. FASB ASC Topic 718, Compensation – Stock Compensation allows forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock-based award. We have applied, based on an analysis of our historical forfeitures, a weighted-average annual forfeiture rate of approximately five percent to all unvested stock-based awards as of December 31, 2025, which represents the portion that we expect will be forfeited each year over the vesting period. We re-evaluate this analysis annually or more frequently if there are significant changes in circumstances and adjust the forfeiture rate as necessary. Ultimately, we will only recognize expense for those shares that vest. Unrecognized Compensation Cost We expect to recognize the following future expense for awards outstanding as of December 31, 2025: Unrecognized Compensation Cost (in millions) (1) Weighted Average Remaining Vesting Period (in years) Stock options $ 41 Non-vested stock awards 258 $ 299   1.6 (1) Amounts presented represent compensation cost, net of estimated forfeitures. 103 Employee Stock Purchase Plan Our global employee stock purchase plan provides for the granting of options to purchase up to 60 million shares of our common stock to all eligible employees. Under the global employee stock purchase plan, we grant each eligible employee, at the beginning of each six-month offering period, an option to purchase shares of our common stock equal to not more than ten percent of the employee’s eligible compensation or the statutory limit under the U.S. Internal Revenue Code. Such options may be exercised only to the extent of accumulated payroll deductions at the end of the offering period, at a purchase price equal to 85 percent of the fair market value of our common stock at the beginning or end of each offering period, whichever is less. As of December 31, 2025, there were approximately 4 million shares available for future issuance under the employee stock purchase plan. Information related to shares issued or to be issued in connection with the employee stock purchase plan based on employee contributions and the range of purchase prices is as follows: Year Ended December 31, 2025 2024 2023 Shares issued or to be issued  (in thousands) 2,113   2,409   2,623 Range of purchase prices $ 75.97   - $ 81.05   $ 49.16   - $ 64.95   $ 39.11   - $ 45.51 Expense recognized  (in millions) $ 45   $ 34   $ 29 We use the Black-Scholes option-pricing model to calculate the grant-date fair value of shares issued under the employee stock purchase plan. We recognize expense related to shares purchased through the employee stock purchase plan ratably over the offering period. NOTE L – WEIGHTED AVERAGE SHARES OUTSTANDING Year Ended December 31, (in millions) 2025 2024 2023 Weighted average shares outstanding - basic 1,480.4   1,471.5   1,453.0 Net effect of common stock equivalents 14.1   14.4   10.6 Weighted average shares outstanding - diluted 1,494.5   1,485.9   1,463.5 The following securities were excluded from the calculation of weighted average shares outstanding - diluted because their effect in the periods presented below would have been antidilutive: Year Ended December 31, (in millions) 2025 2024 2023 Stock options outstanding (1) 1 — 0 MCPS (2) — — 10 (1) Represents stock options outstanding pursuant to our employee stock-based compensation plans with exercise prices that were greater than the average fair market value of our common stock for the related periods. (2) Represents common stock issuable upon the conversion of our MCPS. Refer to Note J – Stockholders' Equity for additional information. We base Net income (loss) per common share - diluted upon the weighted-average number of common shares and common stock equivalents outstanding during each year. Potential common stock equivalents are determined using the treasury stock method. We exclude stock options, stock awards and, prior to the Mandatory Conversion Date, our MCPS, from the calculation if the effect would be anti-dilutive. The dilutive effect of MCPS is calculated using the if-converted method. The if-converted method assumes that these securities were converted to shares of common stock at the beginning of the reporting period to the extent that the effect is dilutive. In 2023, the effect of assuming the conversion of our MCPS into shares of common stock was anti-dilutive, and therefore excluded from the calculation of earnings per share (EPS). Accordingly, Net income (loss) was reduced by cumulative Preferred stock dividends , as presented in our consolidated statements of operations, for purposes of calculating Net income (loss) attributable to Boston Scientific common stockholders . On June 1, 2023, all outstanding shares of MCPS automatically converted into shares of common stock. 104 NOTE M – SEGMENT REPORTING We aggregate our core businesses into two reportable segments: MedSurg and Cardiovascular, each of which generates revenues from the sale of medical devices. In accordance with FASB ASC Topic 280, Segment Reporting, we identified our reportable segments based on the nature of our products, production processes, type of customer, selling and distribution methods and regulatory environment, as well as the economic characteristics of each of our operating segments. In the fourth quarter of 2025, we reorganized our operating segments; this change had no impact on our reportable segments. Our chief operating decision maker (CODM) is our President and Chief Executive Officer. We measure and evaluate our reportable segments based on their respective net sales, cost of goods sold, selling, general and administrative expenses, research and development expenses, operating income, excluding intersegment profits, and operating income as a percentage of net sales, all based on internally-derived standard currency exchange rates to exclude the impact of foreign currency, which may be updated from year to year. We exclude from segment expenses and segment operating income certain corporate-related expenses and certain transactions or adjustments that our CODM considers to be non-operational, such as amounts related to amortization expense, goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and European Union (EU) Medical Device Regulation (MDR) implementation costs. Although we exclude these amounts from segment expenses and segment operating income, they are included in reported Income (loss) before income taxes within our consolidated statements of operations and are included in the reconciliation below. The CODM uses segment operating income in the strategic plan, annual operating plan and other forecasting cycles. During these forecasting cycles, the CODM compares budget versus actual results to evaluate both internal and external events and conditions, which are used in assessing the performance of the reportable segments and to allocate resources across our reportable segments. Refer to Note N – Revenue for net sales by reportable segment presented in accordance with GAAP. A reconciliation of sales and operating income for the reportable segments to the applicable line items within our accompanying consolidated statements of operations is as follows (in millions, except percentages). Prior period amounts have been restated at constant currency to conform to the current year presentation. Year Ended December 31, 2025 MedSurg % of Net Sales Cardiovascular % of Net Sales Total Net sales of reportable segments $ 6,829   $ 13,266   $ 20,095 Impact of foreign currency fluctuations ( 21 ) Total net sales $ 20,074 Segment expenses: Cost of products sold 1,917   28.1   % 3,945   29.7   % Selling, general and administrative expenses 2,117   31.0   % 3,685   27.8   % Research and development expenses 507   7.4   % 1,309   9.9   % Other segment items (1) 20   0.3   % 25   0.2   % Segment operating income (2) 2,268   33.2   % 4,303   32.4   % 6,570 Unallocated amounts: Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments ( 958 ) Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs ( 1,102 ) Amortization expense ( 897 ) Operating income (loss) 3,613 Other income (expense), net ( 228 ) Income (loss) before income taxes $ 3,385 105 Year Ended December 31, 2024 MedSurg % of Net Sales Cardiovascular % of Net Sales Total Net sales of reportable segments $ 6,032   $ 10,840   $ 16,873 Impact of foreign currency fluctuations ( 125 ) Total net sales $ 16,747 Segment expenses: Cost of products sold 1,650   27.4   % 3,411   31.5   % Selling, general and administrative expenses 1,817   30.1   % 3,201   29.5   % Research and development expenses 463   7.7   % 979   9.0   % Other segment items (1) 14   0.2   % 19   0.2   % Segment operating income (2) 2,088   34.6   % 3,230   29.8   % 5,318 Unallocated amounts: Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments ( 788 ) Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs ( 1,070 ) Amortization expense ( 856 ) Operating income (loss) 2,603 Other income (expense), net ( 321 ) Income (loss) before income taxes $ 2,282 106 Year Ended December 31, 2023 MedSurg % of Net Sales Cardiovascular % of Net Sales Total Net sales of reportable segments $ 5,433   $ 8,828   $ 14,261 Impact of foreign currency fluctuations ( 21 ) Total net sales $ 14,240 Segment expenses: Cost of products sold 1,471   27.1   % 2,809   31.8   % Selling, general and administrative expenses 1,642   30.2   % 2,781   31.5   % Research and development expenses 428   7.9   % 859   9.7   % Other segment items (1) 20   0.4   % 23   0.3   % Segment operating income (2) 1,872   34.5   % 2,355   26.7   % 4,227 Unallocated amounts: Corporate expenses, including hedging activities and impact of foreign currency fluctuations on operating income of reportable segments ( 489 ) Goodwill and other intangible asset impairment charges, acquisition/divestiture-related net charges (credits), restructuring and restructuring-related net charges (credits), certain litigation-related net charges (credits) and EU MDR implementation costs ( 567 ) Amortization expense ( 828 ) Operating income (loss) 2,343 Other income (expense), net ( 358 ) Income (loss) before income taxes $ 1,985 (1) Includes royalty expense. (2) Calculated as Net sales of reportable segments less Segment expenses. Year Ended December 31, Depreciation expense (in millions) 2025 2024 2023 MedSurg $ 115   $ 110   $ 103 Cardiovascular 355   302   263 Consolidated depreciation expense $ 471   $ 412   $ 367 As of December 31, Total assets (in millions) 2025 2024 MedSurg $ 3,392   $ 3,093 Cardiovascular 7,999   7,084 Total assets of reportable segments 11,391   10,177 Goodwill 18,282   17,089 Other intangible assets, net 7,019   6,684 All other corporate assets 6,981   5,446 $ 43,673   $ 39,395 107 As of December 31, Long-lived assets (in millions) 2025 2024 U.S. $ 1,919   $ 1,461 Ireland 750   631 Costa Rica 637   530 Other countries 730   672 Property, plant and equipment, net 4,036   3,294 Goodwill 18,282   17,089 Other intangible assets, net 7,019   6,684 Operating lease right-of-use assets in Other long-term assets 465   449 $ 29,802   $ 27,516 NOTE N – REVENUE We generate revenue primarily from the sale of single-use medical devices and present revenue net of sales taxes within our consolidated statements of operations. In the fourth quarter of 2025, we reorganized our business structure into four operating segments. The following tables disaggregate our revenue from contracts with customers by business unit and geographic region (in millions). Generally, we allocate revenue from contracts with customers to geographic regions based on the location where the sale originated. We have revised prior periods to conform to current year presentation. Year Ended December 31, 2025 2024 2023 Businesses U.S. Int'l Total U.S. Int'l Total U.S. Int'l Total Endoscopy $ 1,802   $ 1,115   $ 2,916   $ 1,651   $ 1,036   $ 2,687   $ 1,511   $ 970   $ 2,482 Urology 2,000   709   2,709   1,557   643   2,200   1,369   595   1,964 Neuromodulation 914   285   1,199   847   259   1,106   736   240   976 MedSurg 4,715   2,108   6,824   4,054   1,939   5,993   3,617   1,805   5,422 Interventional Cardiology & Vascular Therapies 2,007   2,632   4,639   1,607   2,592   4,199   1,436   2,355   3,791 Watchman 1,791   167   1,958   1,371   145   1,516   1,155   119   1,274 Electrophysiology 2,311   1,014   3,325   1,256   648   1,904   370   430   800 Cardiac Rhythm Management 1,425   907   2,332   1,403   876   2,279   1,405   813   2,218 Interventional Oncology & Embolization 615   381   996   518   338   856   442   294   736 Cardiovascular 8,149   5,101   13,250   6,156   4,599   10,755   4,808   4,011   8,819 Total Net Sales $ 12,864   $ 7,210   $ 20,074   $ 10,210   $ 6,538   $ 16,747   $ 8,425   $ 5,816   $ 14,240 Refer to Note M – Segment Reporting for information on our reportable segments. Year Ended December 31, Geographic Regions 2025 2024 2023 U.S. $ 12,864   $ 10,210   $ 8,425 Europe, Middle East and Africa 3,451   3,228   2,856 Asia-Pacific 3,080   2,686   2,400 Latin America and Canada 678   624   560 Total Net Sales $ 20,074   $ 16,747   $ 14,240 Emerging Markets (1) $ 2,985   $ 2,680   $ 2,310 (1) Our Emerging Markets countries include all countries except the United States, Western and Central Europe, Japan, Australia, New Zealand and Canada. 108 Deferred Revenue Contract liabilities are classified within Other current liabilities and Other long-term liabilities within our accompanying consolidated balance sheets. Our deferred revenue balance was $ 682 million as of December 31, 2025 and $ 635 million as of December 31, 2024. Our contract liabilities are primarily composed of deferred revenue related to the LATITUDE™ Patient Management System within our Cardiovascular business, for which revenue is recognized over the average service period based on device and patient longevity. Our contract liabilities also include deferred revenue related to the LUX-Dx II+™ Insertable Cardiac Monitor system, also within our Cardiovascular business, for which revenue is recognized over the average service period based on device longevity and usage. We recognized revenue of $ 264 million in 2025 that was included in the above contract liability balance as of December 31, 2024. We capitalize sales force commissions related to contracts with customers when the associated revenue is expected to be earned over a period that exceeds one year. Deferred commissions are primarily related to the sale of devices enabled with our LATITUDE™ Patient Management System. We have elected to expense commission costs when incurred for contracts with an expected duration of one year or less. Capitalized commission fees are amortized over the period the associated products or services are transferred. Similarly, we capitalize certain recoverable costs related to the delivery of the LATITUDE™ Remote Monitoring Service. These fulfillment costs are amortized over the average service period. Refer to Note A – Significant Accounting Policies for additional information on our accounting policies relating to revenue recognition. NOTE O – CHANGES IN OTHER COMPREHENSIVE INCOME The following tables provide the reclassifications out of Other comprehensive income (loss), net of tax attributable to Boston Scientific common stockholders: (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2024 $ 136   $ 155   $ ( 16 ) $ 275 Other comprehensive income (loss) before reclassifications ( 673 ) ( 145 ) 12   ( 806 ) (Income) loss amounts reclassified from accumulated other comprehensive income ( 24 ) ( 58 ) 3   ( 79 ) Total other comprehensive income (loss) ( 697 ) ( 202 ) 15   ( 885 ) Balance as of December 31, 2025 $ ( 561 ) $ ( 48 ) $ ( 2 ) $ ( 610 ) (in millions) Foreign Currency Translation Adjustments Net Change in Derivative Financial Instruments Net Change in Defined Benefit Pensions and Other Items Total Balance as of December 31, 2023 $ ( 96 ) $ 154   $ ( 8 ) $ 49 Other comprehensive income (loss) before reclassifications 246   142   ( 9 ) 379 (Income) loss amounts reclassified from accumulated other comprehensive income ( 14 ) ( 141 ) 1   ( 154 ) Total other comprehensive income (loss) 232   1   ( 8 ) 225 Balance as of December 31, 2024 $ 136   $ 155   $ ( 16 ) $ 275 Refer to Note D – Hedging Activities and Fair Value Measurements for further detail on our net investment hedges recorded in Foreign currency translation adjustment and our cash flow hedges recorded in Net change in derivative financial instruments . The gains and losses on defined benefit and pension items before reclassifications and gains and losses on defined benefit and pension items reclassified from Accumulated other comprehensive income (loss), net of tax were reduced by income tax impacts of approximately $ 5 million in 2025 and approximately $ 3 million in 2024. 109 NOTE P – NEW ACCOUNTING PRONOUNCEMENTS Periodically, new accounting pronouncements are issued by the FASB or other standard setting bodies. Recently issued standards typically do not require adoption until a future effective date. Prior to their effective date, we evaluate the pronouncements to determine the potential effects of adoption on our consolidated financial statements. During 2025, we implemented the following standard on a prospective basis, which did not have a material impact on our consolidated financial statements: ASC Update No. 2023-09 ASU 2023-09 aims to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 modifies the rules on income tax disclosures to require entities to annually disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state, and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. Standards to be Implemented In November 2024, the FASB issued ASC Update No. 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures . Update No. 2024-03 aims to improve transparency of expense disclosures to enhance investor understanding of an entity's performance and to assist in comparing an entity's performance over time and with that of other entities. Update No. 2024-03 modifies the disclosures over certain costs and expenses and requires entities to disclose (1) the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion, included in each relevant expense caption, (2) within the same disclosure, certain amounts that are already required to be disclosed under current GAAP, (3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and (4) the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Update No. 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date, or retrospectively to any or all prior periods presented in the financial statements. We are currently assessing the impact of Update No. 2024-03 to our consolidated financial statement disclosures. In September 2025, the FASB issued ASC Update No. 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) . Update No. 2025-06 modernizes the accounting for software costs by removing all references to a sequential software development method, requiring entities to begin capitalizing software costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used for its intended purpose. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Update No. 2025-06 allows for early adoption and permits either a prospective, modified prospective, or retrospective adoption approach. We are currently assessing the impact of Update No. 2025-06 to our consolidated financial statements. In September 2025, the FASB issued ASC Update No. 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (606): Derivatives scope refinements and scope clarification for share-based noncash consideration from a customer in a revenue contract . Update No. 2025-07 clarifies the application of derivative accounting to certain contracts and refines the guidance for share-based noncash consideration received from customers. Specifically, Update No. 2025-07 introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract. It also clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Update No. 2025-07 allows for early adoption and the amendments can be applied either prospectively or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. We are currently assessing the impact of Update No. 2025-07 to our consolidated financial statements. No other new accounting pronouncements issued or effective in the period had or are expected to have a material impact on our consolidated financial statements. 110 NOTE Q – EMPLOYEE RETIREMENT PLANS Defined Benefit Pension Plans Domestic Retirement Plans Following our 2006 acquisition of Guidant Corporation (Guidant), we assumed the Guidant Supplemental Retirement Plan, a frozen, non-qualified defined benefit plan for certain former officers and employees of Guidant. The Guidant Supplemental Retirement Plan was partially funded through a Rabbi Trust that contains segregated company assets within restricted cash used to pay the benefit obligations related to the plan. We also maintain an Executive Retirement Plan, a defined benefit plan covering executive officers and other key contributors. Participants may retire with benefits once retirement conditions have been satisfied. Other International Retirement Plans In addition, we maintain retirement plans covering certain international employees. We use a December 31 measurement date for these plans and record the net unfunded and underfunded portion as a liability within non-current liabilities, with the current portion within accrued expenses, on the consolidated balance sheets, recognizing changes primarily through OCI. As of December 31, 2025 and 2024, the funded status of our plans was unfunded or underfunded in aggregate. The outstanding obligation is as follows: As of December 31, 2025 ( in millions) Accumulated Benefit Obligation (ABO) Projected Benefit Obligation (PBO) Fair value of Plan Assets Unfunded/Underfunded PBO Recognized Domestic Retirement Plans $ 58   $ 62   $ —   $ 62 Other International Retirement Plans 142   170   113   57 $ 200   $ 232   $ 113   $ 119 As of December 31, 2024 ( in millions) ABO PBO Fair value of Plan Assets Unfunded/Underfunded PBO Recognized Domestic Retirement Plans $ 56   $ 60   $ —   $ 60 Other International Retirement Plans 150   167   100   67 $ 206   $ 227   $ 100   $ 127 111 A reconciliation of the changes in the PBO for our retirement plans is as follows: Year Ended December 31, (in millions) 2025 2024 Beginning obligations $ 227   $ 218 Service costs 11   10 Interest costs 7   7 Actuarial (gain) loss ( 10 ) 10 Plan curtailments/settlements ( 4 ) — Employee contributions 0   — Plan amendments and assumption changes ( 7 ) 4 Benefits paid ( 10 ) ( 10 ) Impact of foreign currency fluctuations 18   ( 11 ) Ending obligation $ 232   $ 227 The critical assumptions associated with our employee retirement plans for 2025 are as follows: Weighted Average Discount Rate Weighted Average Expected Return Weighted Average Rate of Compensation Increase (1) Domestic Retirement Plans 4.85 % n/a 2.00 % Other International Retirement Plans 3.09 % 2.99 % 3.25 % (1) Rates of compensation increase were not weighted by relative fair value. As such, the amount represents the median of the inputs and is not a weighted average. The critical assumptions associated with our employee retirement plans for 2024 are as follows: Weighted Average Discount Rate Weighted Average Expected Return Weighted Average Rate of Compensation Increase (1) Domestic Retirement Plans 5.28 % n/a 2.00 % Other International Retirement Plans 2.50 % 2.76 % 3.25 % (1) Rates of compensation increase were not weighted by relative fair value. As such, the amount represents the median of the inputs and is not a weighted average. A reconciliation of the changes in the fair value of plan assets for our funded retirement plans is as follows: Year Ended December 31, (in millions) 2025 2024 Beginning fair value $ 100   $ 101 Actual return on plan assets 2   3 Employer contributions 15   11 Participant contributions 1   1 Plan curtailments/settlements ( 4 ) — Actuarial gain (loss) 0   1 Benefits paid ( 9 ) ( 10 ) Impact of foreign currency fluctuations 8   ( 8 ) Ending fair value $ 113   $ 100 112 For our defined benefit plans, we base our discount rate on the rates of return available on high-quality bonds with maturities approximating the expected period over which benefits will be paid. The rate of compensation increase is based on historical and expected rate increases. We base our rate of expected return on plan assets on historical experience, our investment guidelines and expectations for long-term rates of return. Our assets are invested in a variety of securities, primarily equity securities and government bonds. These securities are considered Level 1 and Level 2 investments. Expected benefit payments are estimated based on the same assumptions used in determining our benefit obligation as of December 31, 2025. Actual benefit payments will depend on future employment and compensation, average years employed and average life spans, in addition to other factors. Changes in any of these factors could significantly impact these estimated future benefit payments. Benefit payments expected to be paid during the next ten years for our Domestic Retirement Plans and our Other International Retirement Plans are as follows: (in millions) Post Retirement Benefits 2026 $ 22 2027 16 2028 12 2029 10 2030 20 2031 - 2035 79 Defined Contribution Plan We also sponsor a voluntary 401(k) Retirement Savings Plan for eligible employees. We match 200 percent of employee elective deferrals for the first two percent of employee eligible compensation and 50 percent of employee elective deferrals greater than two percent, but not exceeding six percent, of employee eligible compensation. Total expense for our matching contributions to the plan was $ 166 million in 2025, $ 147 million in 2024 and $ 135 million in 2023. 113 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our President and Chief Executive Officer (CEO) and Executive Vice President and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025 pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to ensure that material information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and ensure that such material information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our CEO and CFO concluded that as of December 31, 2025, our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control over Financial Reporting Management’s annual report on our internal control over financial reporting is included in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K. Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting The report of Ernst & Young LLP on our internal control over financial reporting is included in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting Previously, we began a multi-year implementation of a new global enterprise resource planning (ERP) system, which will replace our existing system. The implementation is expected to occur in phases over the next several years. In August 2025, we transitioned to the new ERP system for a significant portion of our Europe, Middle East, and Africa commercial operations. The portion of the transition to the new ERP system which we have completed to date resulted in changes in our business processes and internal control over financial reporting during the year ended December 31, 2025. We have implemented or enhanced our internal control activities, where applicable, for any changes that occurred and will continue to monitor the impact on our processes, procedures, and internal control over financial reporting. As future phases are implemented, we expect the changes to have a material impact on our internal controls over financial reporting and we will evaluate whether these process changes necessitate further changes in the design of and testing for effectiveness of internal controls over financial reporting. ITEM 9B. OTHER INFORMATION (b) On November 13, 2025 , Miriam O’Sullivan , our Senior Vice President and Chief Human Resources Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Ms. O’Sullivan’s plan covers the sale of 14,912 shares of our common stock to be acquired upon exercise of stock options. Transactions under Ms. O’Sullivan’s plan are based upon pre-established dates and stock price thresholds and will only occur upon the expiration of the applicable mandatory cooling-off period. Ms. O’Sullivan’s plan will terminate on the earlier of December 31, 2026 , or the date all shares subject to the plan have been sold. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 114 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is Ernst & Young LLP, New York, NY, (PCAOB ID 42 ). The information required by this Item is set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025 and is incorporated into this Annual Report on Form 10-K by reference. 115 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements. The response to this portion of Item 15 is set forth under Item 8. (a)(2) Financial Statement Schedules. The response to this portion of Item 15 (Schedule II) follows the signature page to this report. All other financial statement schedules are not required under the related instructions or are inapplicable and therefore have been omitted. (a)(3) Exhibits (* documents filed or furnished with this report, # compensatory plans or arrangements) EXHIBIT NO. TITLE 2.1 Agreement and Plan of Merger, dated as of January 14 , 202 6 , among the Company, Pinehurst Merger Sub, Inc. and Penumbra , Inc. (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 15 , 202 6 , File No. 1-11083). 3.1 Third Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2007, filed February 28, 2008, File No. 1-11083). 3.2 Amended and Restated By-Laws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 10, 2024, File No. 1-11083). 4.1   Specimen Certificate for shares of the Company's Common Stock (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1. File No. 33-46980). 4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on February 18, 2024, File No. 1-11083) . 4.3 Indenture dated as of June 25, 2004, between the Company and JPMorgan Chase Bank, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 25, 2004, File No. 1-11083). 4.4 Indenture dated as of November 18, 2004, between the Company and J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 18, 2004, File No. 1-11083). 4.5 First Supplemental Indenture dated as of April 21, 2006 between the Company and J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 99.4 to the Company's Current Report on Form 8-K filed on April 26, 2006, File No. 1-11083). 4.6 Second Supplemental Indenture dated as of April 21, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 99.6 to the Company's Current Report on Form 8-K filed on April 26, 2006, File No. 1-11083). 116 4.7 Form of Global Security for the 6.25% Notes due 2035 in the aggregate principal amount of $350,000,000, and Notice to Holders thereof (incorporated herein by reference to Exhibit 4.2 and Exhibit 99.7 to the Company's Current Reports on Form 8-K filed on November 17, 2005 and April 26, 2006, respectively, File No. 1-11083). 4.8 Indenture dated as of June 1, 2006, between the Company and JPMorgan Chase Bank, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 9, 2006, File No. 1-11083). 4.9 7.375% Senior Note due January 15, 2040 in the aggregate principal amount of $300,000,000 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on December 14, 2009, File No. 1-11083). 4.10 Indenture dated as of May 29, 2013, between the Company and U.S. Bank Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, File No 333-188918. 4.11 Form of 4.000% Senior Note Due March 1, 2028 in the aggregate amount of $500,000,000 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 26, 2018, File No. 1-11083). 4.12 Form of 3.750% Senior Note due March 1, 2026 in the aggregate amount of $850,000,000 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. 1-11083). 4.13 Form of 4.000% Senior Note due March 1, 2029 in the aggregate amount of $850,000,000 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. 1-11083). 4.14 Form of 4.550% Senior Note due March 1, 2039 in the aggregate amount of $750,000,000 (incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. 1-11083). 4.15 Form of 4.700% Senior Note Due March 1, 2049 in the aggregate amount of $100,000,000 (incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on February 25, 2019, File No. 1-11083). 4.16 Form of 0.625% Senior Note Due December 1, 2027 in the aggregate amount of €900,000,000 (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 12, 2019, File No. 1-11083). 4.17 Form of 2.650% Senior Note due June 1, 2030 in the aggregate amount of $1,200,000,000 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on May 18, 2020, File No. 1-11083). 4.18 Indenture dated as of March 8, 2022, among the Company, American Medical Systems Europe B.V., and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 8, 2022, File No. 1-11083). 4.19 Form of 1.375% Senior Note due March 8, 2028 (incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. 1-11083). 4.20 Form of 1.625% Senior Note due March 8, 2031 (incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. 1-11083). 117 4.21 Form of 1.875% Senior Note due March 8, 2034 (incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on March 8, 2022, File No. 1-11083). 4.22 Form of 3.375% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 27, 2024, File No. 1-11083). 4.23 Form of 3.500% Senior Note due 2032 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed on February 27, 2024, File No. 1-11083). 4.24 Form of 3.000% Senior Note due 2031 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on February 26, 2025, File No. 1-110183). 4.25 Form of 3.250% Senior Note due 2034 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on February 26, 2025, File No. 1-110183). 10.1 Credit Agreement, dated as of May 10, 2021, by and among Boston Scientific Corporation, the several lenders parties thereto, Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and JPMorgan Chase Bank, N.A as documentation agents, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 13, 2021, File No. 1-11083) 10.2 Amendment, dated as of December 21, 2022, to Credit Agreement, dated as of May 10, 2021, by and among Boston Scientific Corporation, the several lenders parties thereto, Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and JPMorgan Chase Bank, N.A as documentation agents, and Wells Fargo Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 10.72 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-11083). 10.3 Second Amendment, dated as of March 1, 2023, to Credit Agreement, dated as of May 10, 2021, by and among the Company, the several lenders parties thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 1, 2023, File No. 1-011083. 10.4 Third Amendment, dated as of May 10, 2024, to the Credit Agreement, dated as of May 10, 2021, by and among Boston Scientific Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 1, 2024, File No. 1-11083).# 10.5 Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2000 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 10, 2004, File No. 1-11083).# 10.6 Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed August 7, 2012, File No. 1-11083).# 10.7 Form of Boston Scientific Corporation Excess Benefit Plan, as amended (incorporated herein by reference to Exhibits 10.1 and 10.4 to the Company's Current Reports on Form 8-K filed on July 5, 2005 and December 22, 2008, respectively, File No. 1-11083).# 10.8 Form of Trust under the Boston Scientific Corporation Excess Benefit Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 5, 2005, File No. 1-11083).# 10.9 Boston Scientific Corporation 2011 Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 17, 2012, File No. 1-11083).# 118 10.10 Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2003 and 2011 Long-Term Incentive Plans (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 5, 2011, File No. 1-11083).# 10.11 Form of Offer Letter dated September 6, 2011 between the Company and Michael F. Mahoney, as supplemented September 13, 2011 (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 19, 2011, File No. 1-11083).# 10.12 Form of Amendment, dated February 14, 2012, to Offer Letter dated September 6, 2011 between the Company and Michael F. Mahoney, as supplemented September 13, 2011 (incorporated herein by reference to Exhibit 10.100 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 17, 2012, File No. 1-11083).# 10.13 Form of Offer Letter by and between the Company and Joseph M. Fitzgerald dated February 27, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2015, filed on May 6, 2015, File No. 1-11083). # 10.14 Boston Scientific Corporation Domestic Relocation Policy Tier 5 Executive Officer Homeowner, effective January 2007 and updated July 2012 (incorporated herein by reference to Exhibit 10.118 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No. 1-11083).# 10.15 Form of Offer Letter by and between the Company and Daniel J. Brennan, dated October 22, 2013 (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 24, 2013 File No. 1-11083).# 10.16 Form of Long-Term Incentive Plan Global Non-Qualified Stock Option Agreement under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 7, 2013, File No. 1-11083).# 10.17 Boston Scientific Corporation Executive Retirement Plan, as amended and restated effective March 1, 2025. (incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 18, 2025. File No. 1-11083). # 10.18 Form of Non-Qualified Stock Option Agreement (Non-Employee Directors) under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014, File No. 1-11083). # 10.19 Form of Restricted Stock Award Agreement (Non-Employee Directors) under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014, File No. 1-11083). # 10.20 Form of Deferred Stock Unit Award Agreement (Non-Employee Directors) under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014, File No. 1-11083). # 10.21 Form of 2016 Global Non-Qualified Stock Option Agreement under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 4, 2016, File No. 1-11083). # 10.22 Form of 2017 Global Non-Qualified Stock Option Agreement under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 3, 2017, File No. 1-11083).# 119 10.23 Form of 2018 Global Non-Qualified Stock Option Agreement under the Company's the 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, as filed on May 1, 2018, File No. 1-11083).# 10.24 Form of 2018 Non-Qualified Stock Option Award Agreement for Non-Employee Directors under the Company's 2011 Long-Term Incentive Plan# (incorporated herein by reference to Exhibit 10.9 to the Company's Current Report on Form 10-Q quarter ended March 31, 2018, filed on May 1, 2018, File No. 1-11083). # 10.25 Form of 2019 Global Non-Qualified Stock Option Agreement under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on April 29, 2019, File No. 1-11083).# 10.26 Form of 2020 Global Non-Qualified Stock Option Agreement under the Company's 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-11083). # 10.27 Amended and Restated 2011 Long-Term Incentive Plan of the Company, as amended January 1, 2025 (incorporated herein by reference to Exhibit 10.3 2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 18, 2025, File No. 1-11083) .# 10.28 Form of 2021 Global Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.65 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-11083). # 10.29 Form of 2022 Global Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.76 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023, File No. 1-110183). # 10.30 Form of 2022 Global Restricted Stock Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.77 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023, File No. 1-110183). # 10.31 Form of EC Non-CEO Change in Control Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 6, 2022, File No. 1-11083). # 10.32 Form of Offer Letter by and between the Company and Arthur Butcher, dated April 1, 2022 (incorporated herein by reference to Exhibit 10.83 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-11083). # 10.33 Form of Offer Letter by and between the Company and Jeffrey Mirviss, dated December 11, 2012 (incorporated herein by reference to Exhibit 10.84 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-11083). # 10.34 Boston Scientific Corporation Non-Employee Director Deferred Compensation Plan, as amended and restated, effective January 1, 2023 (incorporated herein by reference to Exhibit 10.85 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022, File No. 1-11083). # 10.35 Employee Stock Purchase Plan, Amended and Restated Effective as of July 1, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 6, 2022, File No.1-11083). # 10.36* Boston Scientific Corporation Deferred Bonus Plan, as amended and restated effective December 1, 2023. # 120 10.37 Boston Scientific Corporation 2023 Relative Total Shareholder Return Performance Share Program, Performance Period January 1, 2023 – December 31, 2025 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 21, 2022, File No. 1-11083). # 10.38 Boston Scientific Corporation 2023 Organic Net Sales Growth Performance Share Program, Performance Period January 1 – December 31, 2023, (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 21, 2022, File No. 1-11083)). # 10.39 Form of 2023 Global Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 4, 2023, File No. 1-11083).# 10.40 Form of 2023 Global Restricted Stock Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 4, 2023, File No. 1-11083).# 10.41 Form of 2023 Performance Share Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (Total Shareholder Return) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 4, 2023, File No. 1-11083).# 10.42 Form of 2023 Performance Share Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (Organic Net Sales Growth) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report Form 10-Q for the quarter ended March 31, 2023, filed on May 4, 2023, File No. 1-11083).# 10.43 Boston Scientific Corporation 2024 Relative Total Shareholder Return Performance Share Program, Performance Period January 1, 2024 – December 31, 2026 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 22, 2023, File No. 1-11083).# 10.44 Boston Scientific Corporation 2024 Organic Net Sales Growth Performance Share Program, Performance Period January 1, 2024 – December 31, 2026 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 22, 2023, File No. 1-11083).# 10.45 Form of 2024 Global Non-Qualified Stock Option Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 1, 2024, File No. 1-11083). # 10.46 Form of 2024 Global Restricted Stock Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 1, 2024, File No. 1-11083). # 10.47 Form of 2024 Performance Share Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (Total Shareholder Return) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 1, 2024, File No. 1-11083). # 10.48 Form of 2024 Performance Share Unit Award Agreement under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (Organic Net Sales Growth) (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 1, 2024, File No. 1-11083). # 10.49 Form of Restricted Stock Award Agreement for Non-Employee Directors under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporat ed herein by reference to Exhibit 10.63 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 18, 2025, File No. 1-1108) . # 121 10.50 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Company’s Amended and Restated 2011 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 18, 2025, File No. 1-1108) . # 10.51 Boston Scientific Corporation 2025 Annual Bonus Plan, Performance Period January 1 to December 31, 2025, as amended (incorporated herein by reference to Exhibit 10. 3 to the Company’s Quarterly Report on Form 10 - Q for the quarter ended June 30, 2025, filed on August 1, 2025 , File No. 1-11083).# 10.52 Boston Scientific Corporation 2025 Relative Total Shareholder Return Performance Share Program, Performance Period January 1, 2025 – December 31, 2027 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 22, 2024, File No. 1-11083).# 10.53 Boston Scientific Corporation 2025 Organic Net Sales Growth Performance Share Program, Performance Period January 1, 2025 – December 31, 2027 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 22, 2024, File No. 1-11083).# 10.54 Boston Scientific Corporation 2026 Annual Bonus Plan, Performance Period January 1 to December 31, 2026, (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 19, 2025, File No. 1-11083).# 10.55 Boston Scientific Corporation 2026 Relative Total Shareholder Return Performance Share Program, Performance Period January 1, 2026 – December 31, 2028 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 19, 2025, File No. 1-11083).# 10.56 Boston Scientific Corporation 2026 Organic Net Sales Growth Performance Share Program, Performance Period January 1, 2026 – December 31, 2028 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 19, 2025, File No. 1-11083).# 10.57* Form of Indemnification Agreement. # 10.58 Form of Offer Letter dated April 18, 2025 between Mr. Monson and Boston Scientific Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 23, 2025, File No. 1-110183). # 10.59 Form of EC Non-CEO Change in Control Agreement. # (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 1, 2025, File No. 1-110183). # 19* Boston Scientific Corporation Stock Trading Policy 21* List of Boston Scientific's subsidiaries as of January 31, 202 6 . 22 Subsidiary Issuer of Guaranteed Securities (incorporated herein by reference to Exhibit 22 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 1, 2025, File No. 1-11083). 23* Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 122 32.1* Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Boston Scientific Corporation Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 20, 2024, File No. 1-11083) 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) ITEM 16. FORM 10-K SUMMARY None. 123 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 17, 2026 Boston Scientific Corporation By:   /s/ Jonathan Monson Jonathan Monson Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: February 17, 2026   By:   /s/ Jonathan Monson Jonathan Monson Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: February 17, 2026   By:   /s/ Michael F. Mahoney Michael F. Mahoney Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Dated: February 17, 2026   By:    /s/ Emily M. Woodworth Emily M. Woodworth Senior Vice President, Global Controller and Chief Accounting Officer (Principal Accounting Officer) Dated: February 17, 2026   By:   /s/ Yoshiaki Fujimori Yoshiaki Fujimori Director 124 Dated: February 17, 2026   By:   /s/ David Habiger David Habiger Director Dated: February 17, 2026   By:    /s/ Edward J. Ludwig Edward J. Ludwig Director Dated: February 17, 2026   By:   /s/ Jessica L. Mega Jessica L. Mega Director Dated: February 17, 2026   By:   /s/ Susan E. Morano Susan E. Morano Director Dated: February 17, 2026   By:   /s/ Cheryl Pegus Cheryl Pegus Director Dated: February 17, 2026   By:   /s/ John E. Sununu John E. Sununu Director 125 Dated: February 17, 2026   By:   /s/ David S. Wichmann David S. Wichmann Director Dated: February 17, 2026   By:   /s/ Ellen M. Zane Ellen M. Zane Director 126 Schedule II VALUATION AND QUALIFYING ACCOUNTS Description (in millions) Balance at Beginning of Year Credit loss exposure (1) Write-offs (2) Balance at End of Year Year Ended December 31, 2025: Allowances for credit losses $ 109   56   ( 33 ) $ 132 Year Ended December 31, 2024: Allowances for credit losses $ 110   41   ( 43 ) $ 109 Year Ended December 31, 2023: Allowances for credit losses $ 109   50   ( 48 ) $ 110 (1) We record credit loss reserves to Allowance for credit losses when we establish Trade accounts receivable if credit losses are expected over the asset's contractual life. Subsequent credit loss reserves are recorded when deemed uncollectible. Amounts shown within credit loss exposure above were established through selling, general and administrative expense. (2) Represents actual write-offs of uncollectible accounts. 127