SYK · STRYKER CORP

266 filings

8-K

SYK 8-K Current Reports

STRYKER CORP - 266 current reports

Filing record · 2016–202610-K1110-Q328-K125

Showing 1-50 of 266 filings

8-K

Leadership ChangesRegulation FDExhibits & Filings

STRYKER CORP 8-K Report, Executive Changes (Oct 6, 2026)

On October 6, 2026, Stryker (NYSE: SYK) announced a planned CEO succession. Kevin Lobo, CEO since October 2012 and Chair since July 2014, will step down as CEO on December 31, 2026 and become Executive Chair of the Board effective January 1, 2027. Spencer Stiles, the company's President and COO since January 2026, will succeed him as CEO on the same date and join the Board, which expands from 10 to 11 members. The Board frames the change as the culmination of a long-term succession process, and Lobo's transition agreement keeps his base salary, bonus target and benefit eligibility unchanged, though he will receive no new stock awards as Executive Chair. For Stiles, the 8-K sets a base salary of $1,320,000 and a bonus target of 150% of base salary from January 1, 2027. The Board will also be asked to approve a February 2027 equity grant with an aggregate target grant date fair value of $14.2 million, split 40% stock options and 60% performance stock units. Investors should note that the filing does not specify a stock option strike price methodology or exercise terms beyond the standard five-year annual vesting for options, and it discloses no committee assignments for Stiles yet. The transition is planned and orderly, with a seven-month handover period before the effective date. The key open questions for investors concern continuity of strategy and execution under new leadership, retention of key personnel, and whether the Executive Chair role leaves Lobo with meaningful influence over the company's direction. The press release's forward-looking statements flag these execution and retention risks explicitly.

Oct 6, 2026 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jul 30, 2026)

Stryker reported second quarter 2026 results that showed a strong rebound from the cybersecurity incident first disclosed on March 11, 2026. Net sales rose 9.4% to $6.6 billion, with organic growth of 9.0% driven by unit volume. MedSurg and Neurotechnology grew 9.7% reported (9.2% organic), and Orthopaedics grew 9.1% reported (8.6% organic). Reported EPS increased 44.1% to $3.30, and adjusted EPS increased 17.9% to $3.69. Adjusted operating margin expanded 170 basis points to 27.4%, while reported operating margin reached 25.2%. The headline earnings growth is flattered by low-quality items that investors should separate from the underlying trend. Reported results include a $158 million pre-tax benefit from the reversal of 2025 tariffs, which is excluded from adjusted figures and contributed roughly $0.34 per diluted share. Prior-year results also carried larger impairment and acquisition-related charges, which makes the year-over-year reported comparison look more favorable than the operating trend. Structural optimization and other special charges were $95 million in the quarter, mostly in the 'other charges' category, and the company's effective tax rate on a reported basis was 18.4%. Management narrowed full-year 2026 guidance to organic net sales growth of 8.3% to 9.3% and adjusted EPS of $14.95 to $15.10, and it expects a modestly positive pricing impact and a slightly favorable foreign exchange effect if rates hold. Six-month operating cash flow improved to $1.84 billion from $1.36 billion, and the company repaid $750 million of debt, though cash declined to $3.39 billion. Investors should monitor the pace of the cyber recovery in the second half, the durability of the tariff-related and tax benefits, and the ultimate cost of recall, regulatory and legal matters that the company flagged as uncertain.

Jul 30, 2026 8-K

Other EventsExhibits & Filings

STRYKER CORP 8-K Report, Corporate Update (Jun 26, 2026)

Stryker filed this Form 8-K on June 26, 2026 to recast its consolidated financial statements for 2023 through 2025 to reflect a change in segment reporting. The change is organizational, not an accounting restatement: the company is reorganizing its Instruments and Other Orthopaedics businesses into a new Ortho Tech business, which combines orthopaedic instruments with Mako robotics and enabling technologies. Stryker will still report two segments, MedSurg and Neurotechnology and Orthopaedics. Consolidated net sales, net earnings, the balance sheet, and cash flows are unchanged by the recast. The filing does not update the 2025 10-K's MD&A for later developments, so investors should read it alongside the Q1 2026 10-Q. The recast mainly changes how segment-level growth and margins look. Under the new structure, Ortho Tech 2025 net sales were $11,239 million, up 10.9% as reported, with Ortho Tech carrying the Mako robotics and power tool franchise. MedSurg and Neurotechnology remains the faster-growing segment at 16.5% reported growth in 2025, versus 5.4% for Orthopaedics, which was weighed down by the divestiture of Spinal Implants. Because the Spinal Implants business was sold in April 2025, the Orthopaedics comparison is distorted by that sale. Investors modeling segment economics should use the recast figures rather than the originally reported ones. The filing also reconfirms the 2025 financial baseline that the recast leaves intact: net sales of $25,116 million (+11.2%), GAAP diluted EPS of $8.40, adjusted diluted EPS of $13.63 (+11.8%), and operating cash flow of $5,044 million. Acquisitions, mainly Inari Medical for about $4.8 billion, were the largest use of capital, and total debt rose to $15,859 million. The filing does not change any of these figures. Its value lies in giving analysts a consistent segment basis for future comparisons.

Jun 26, 2026 8-K

Leadership ChangesExhibits & Filings

STRYKER CORP 8-K Report, Executive Changes (May 20, 2026)

Stryker Corporation (SYK) announced a leadership transition in its accounting department, with Vice President and Chief Accounting Officer William E. Berry, Jr. retiring effective September 1, 2026. Emily Baculik, currently Vice President, Corporate Controller, will assume the role of Chief Accounting Officer starting the same date. This transition involves a planned advisory period for Mr. Berry and a compensation adjustment for Ms. Baculik as she steps into her new role. Investors should note the smooth handover facilitated by Mr. Berry's advisory role and the clear succession plan. Ms. Baculik brings extensive experience from various finance and accounting leadership positions within Stryker and other publicly traded companies. The filing details the terms of Mr. Berry's transition agreement, including continued salary and bonus eligibility, and Ms. Baculik's new compensation structure, which includes a base salary increase and potential long-term incentive awards.

May 20, 2026 8-K

Shareholder Matters

STRYKER CORP 8-K Report, Shareholder Vote Results (May 8, 2026)

Stryker Corporation (SYK) filed an 8-K on May 8, 2026, reporting the results of its Annual Meeting of Shareholders held on May 6, 2026. The primary focus of the filing is the voting outcomes on three key proposals: the election of directors, the ratification of the independent registered public accounting firm, and an advisory vote on executive compensation. All proposals received substantial shareholder support, indicating a positive sentiment from the company's investors regarding its governance and financial oversight. Specifically, all ten nominated directors were overwhelmingly elected, demonstrating continued confidence in the company's leadership. Shareholders also ratified the appointment of Ernst & Young LLP as the independent auditor for 2026, a standard but important vote for financial transparency. Furthermore, the advisory resolution on executive compensation was approved, suggesting that shareholders are largely in agreement with the company's compensation practices for its named executive officers.

May 8, 2026 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Apr 30, 2026)

Stryker reported first quarter 2026 results on April 30, 2026, with reported net sales up 2.6% to $6.0 billion and organic growth of 2.4%, driven by 2.1% unit volume growth and 0.3% pricing. The MedSurg and Neurotechnology segment grew reported sales 5.0% to $3.2 billion, with Vascular (+27.5% U.S.) and Instruments as standouts, while Orthopaedics was roughly flat reported (+0.1%) at $2.8 billion, with organic growth of 4.1% offset by the divestiture of Spinal Implants (down ~99%). Reported EPS rose 14.2% to $1.93, but adjusted EPS fell 8.5% to $2.60 and adjusted operating margin contracted 180 bps to 21.1%, reflecting pressure from a cyber incident first reported March 11, 2026, and related costs. Management reaffirmed full-year 2026 guidance of 8.0%–9.5% organic sales growth and adjusted EPS of $14.90–$15.10. Balance sheet and cash flow show a shift in capital allocation: cash fell to $2.9 billion from $4.0 billion, and long-term debt declined to $14.2 billion from $14.9 billion after $1.0 billion of net debt repayment. Operating cash flow improved to $581 million from $250 million, though working capital remained a drag, and acquisition spending dropped to $22 million versus $4.7 billion a year earlier. The company also reorganized its orthopaedics business into a new Ortho Tech unit and recast prior-period segment data, which affects comparability of segment trends. For investors, the key tension is between strong reported top-line and GAAP earnings growth, which benefited from lower acquisition-related and impairment charges, and a weaker underlying profitability picture on an adjusted basis. The reaffirmed guidance implies a significant ramp in the remaining quarters, so execution on the cyber recovery, margin recovery, and the Inari integration will be central to the investment thesis.

Apr 30, 2026 8-K/A

Regulation FDOther Events

STRYKER CORP 8-K/A Report, Cybersecurity Incident (Apr 9, 2026)

This 8-K/A filing from Stryker Corp. (SYK) provides an important update regarding a material cybersecurity incident first disclosed in March 2026. The company confirms that the incident, which occurred on March 11, 2026, caused disruptions to its business operations. While an investigation is ongoing with the help of third-party experts and law enforcement, Stryker has determined the incident had a material impact on its operations and, consequently, its financial results for the first quarter of 2026. Despite the Q1 financial impact, Stryker believes the incident is not reasonably likely to materially impact its full-year 2026 guidance. As of the filing date, the company has fully restored operations across its global manufacturing network, and its commercial, ordering, and distribution systems are back online. Investors should note that the company plans to discuss these financial results and guidance components in more detail during its Q1 2026 earnings report scheduled for April 30, 2026.

Apr 9, 2026 8-K

Regulation FDExhibits & Filings

STRYKER CORP 8-K Report, Regulation FD Disclosure (Mar 23, 2026)

Stryker Corporation (SYK) filed this Item 7.01 Regulation FD 8-K on March 23, 2026 to provide an update on a cybersecurity incident first disclosed in 8-Ks dated March 11 and March 12, 2026. Management says the threat actor used a malicious, non-self-propagating file to run commands and hide activity inside its systems. Per Palo Alto Networks Unit 42's General Assurance Letter (Exhibit 99.1, dated March 20, 2026), no persistent unauthorized access remains, known indicators of compromise have been addressed, and no evidence has been found of the attacker reaching customer, supplier, vendor, or partner systems. Stryker is rebuilding impacted systems or restoring them from pre-compromise backups, and systems not yet restored remain isolated from the network. The most important point for investors is that the financial impact is still unknown. Stryker explicitly states it has not yet determined whether the incident is reasonably likely to have a material impact on the company, and that the scope and operational and financial effects are still being assessed. The company's own website update (Exhibit 99.2) notes that manufacturing is ramping back up as critical lines and plants come back online, with restoration prioritized for systems supporting customers, ordering, and shipping. Operations are described as stabilizing but not fully restored. The filing is largely qualitative and contains no quantified revenue, cost, or cash-flow figures. Investors should watch for quantification of disruption in upcoming periodic reports (10-Q/10-K), any material-impact determination, possible litigation or regulatory scrutiny, and the pace of manufacturing and shipment recovery. The forward-looking statement language flags potential effects on revenue, operating income, cash flows, liquidity, and customer relationships.

Mar 23, 2026 8-K

Regulation FD

STRYKER CORP 8-K Report, Regulation FD Disclosure (Mar 12, 2026)

Stryker Corporation (SYK) filed an 8-K on March 12, 2026, providing an update on a previously disclosed cybersecurity incident. This incident has impacted the Company's global Microsoft environment, leading to ongoing disruptions in critical operations such as order processing, manufacturing, and shipping. While patient-related services and connected products are not believed to have been affected, the full scope and financial impact of the incident remain under investigation and are currently unknown. Investors should be aware that the company is actively managing the situation, with the Chief Information Security Officer providing updates to stakeholders. However, the material operational and financial consequences are yet to be determined. The filing includes cautionary statements regarding forward-looking information, highlighting potential risks including data integrity issues, system restoration delays, and potential adverse effects on operations, financial condition, and relationships with third parties.

Mar 12, 2026 8-K

Other Events

STRYKER CORP 8-K Report, Corporate Update (Mar 11, 2026)

Stryker Corporation (SYK) has disclosed a significant cybersecurity incident that occurred on March 11, 2026, impacting its global Microsoft environment and causing widespread disruption to its IT systems and business applications. The company has activated its cybersecurity response plan and is investigating the incident with the support of external experts. While initial indications suggest no ransomware or malware and that the incident is contained, the full scope, nature, and operational and financial impacts are still under investigation. Investors should note that the company is actively working to restore affected systems and has business continuity measures in place to maintain operations and support customers. However, the timeline for full restoration remains unknown, and Stryker has not yet determined if the incident will have a material impact. The company's forward-looking statements in the filing highlight potential risks including data integrity issues, restoration delays, operational disruptions, financial impacts, litigation, and reputational damage.

Mar 11, 2026 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jan 29, 2026)

Stryker reported fourth-quarter 2025 net sales of $7.2 billion, up 11.4% reported and 11.0% organic, with adjusted operating margin expanding 100 bps to 30.2%. Full-year sales reached $25.1 billion (up 11.2%, 10.3% organic), and adjusted EPS rose 11.8% to $13.63. MedSurg and Neurotechnology drove most of the growth, with Q4 sales up 17.5% reported and 12.6% organic, while Orthopaedics grew 8.4% organic in Q4 after a 7.5-point drag from divestitures. Spinal Implants sales fell sharply, which is the main soft spot in the segment detail. Reported results are distorted by non-recurring items. Q4 reported EPS of $2.20 (up 56%) includes a $589 million tax charge, or $1.53 per share, tied to the transfer of certain intellectual property between tax jurisdictions. Reported full-year EPS of $8.40 rose only 8.2% because of that charge, $173 million of inventory step-up, $335 million of other acquisition and integration costs (including $140 million of stock compensation payments on change in control), and the 2024 goodwill impairment comparison. Investors should anchor on adjusted figures, while recognizing that the adjustments are large and recurring in nature for an acquisitive company. For 2026, management guides to organic net sales growth of 8.0% to 9.5% and adjusted EPS of $14.90 to $15.10, implying roughly 9% to 11% adjusted EPS growth over $13.63. The balance sheet is more leveraged after acquisitions: long-term debt rose to $14.9 billion from $12.2 billion, and 2025 acquisitions consumed $5.0 billion of cash, with goodwill and intangibles up to $25.0 billion. Integration of Inari Medical, referenced in the forward-looking statements, is a key execution item for 2026.

Jan 29, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

STRYKER CORP 8-K Report, Executive Changes (Dec 4, 2025)

Stryker (NYSE: SYK) announced on December 4, 2025 a leadership succession that elevates Spencer Stiles to President and Chief Operating Officer, effective January 1, 2026. Stiles, a 27-year company veteran who has led Orthopaedics since 2019, will oversee the global businesses, strategy, and mergers and acquisitions, positioning him as a central figure in the company's growth agenda. The move is framed by CEO Kevin Lobo as a way to sustain high growth and leverage the breadth of Stryker's MedSurg, Neurotechnology, and Orthopaedics portfolio. To backfill the Orthopaedics role, Dylan Crotty, currently President of Instruments and also a 27-year Stryker veteran, will become Group President, Orthopaedics, effective the same date. The filing discloses a compensation step-up for both executives: Stiles's base salary rises to $1,000,000 with a 100% bonus target, and Crotty's rises to $700,000 with an 85% bonus target. The Compensation and Human Capital Committee will also be asked to approve February 2026 long-term incentive grants with aggregate target values of roughly $6 million for Stiles and $3 million for Crotty, split 40% stock options and 60% performance stock units. For investors, this is primarily a planned internal succession rather than a strategic shift or a financial event, and the filing contains no disclosed impact on guidance or financial results. The key signals are continuity, since both successors are long-tenured insiders, and the enhanced incentive structure, which ties a larger share of executive pay to multi-year performance. The stated M&A responsibility for the new COO is worth monitoring, as it may signal a greater role for acquisitions in Stryker's future capital allocation.

Dec 4, 2025 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Oct 30, 2025)

Stryker reported third quarter 2025 results on October 30, 2025 that beat on the top line and showed strong margin expansion, though reported earnings were roughly flat. Net sales rose 10.3% to $6.06 billion (9.5% organic), led by MedSurg and Neurotechnology, which grew 14.4% reported and 8.4% organic, helped by the Inari acquisition. Orthopaedics grew 3.9% reported but 11.4% organic, excluding the divested Spinal implant business. Reported operating margin was 18.7%, down from 19.7% a year earlier, because of acquisition-related charges, amortization of intangibles, and impairments. Adjusted operating margin expanded 90 bps to 25.6%, and adjusted EPS rose 11.1% to $3.19, while reported diluted EPS increased only 2.8% to $2.22. Management raised full-year 2025 guidance, now expecting organic sales growth of 9.8% to 10.2% and adjusted diluted EPS of $13.50 to $13.60. The guidance includes a modestly favorable pricing impact and a slightly positive FX effect if rates hold. The balance sheet shows the cost of the Inari deal: goodwill and intangibles rose to $25.1 billion from $20.3 billion, long-term debt increased to $14.8 billion from $12.2 billion, and nine-month acquisition spending was $4.95 billion. Nine-month reported net earnings declined 2.0% and operating income fell 0.7%, so investors will weigh the strength of adjusted results against the lower GAAP profitability and higher leverage.

Oct 30, 2025 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jul 31, 2025)

Stryker reported strong second quarter 2025 results on July 31, 2025, with reported net sales up 11.1% to $6.0 billion and organic net sales up 10.2%, driven by 9.7% unit volume growth and 0.5% from pricing. MedSurg and Neurotechnology was the standout, growing 17.3% reported and 11.0% organic, led by Vascular (up 52.3% in the U.S., boosted by the Inari acquisition) and Endoscopy. Orthopaedics grew only 2.0% reported due to the divested Spinal implant business, but rose 9.0% organically and 10.7% excluding Spinal in the quarter. Reported diluted EPS rose 7.0% to $2.29, while adjusted EPS rose 11.4% to $3.13, and adjusted operating margin expanded 110 bps to 25.7%. Management raised full-year 2025 guidance, now expecting organic net sales growth of 9.5% to 10.0% and adjusted diluted EPS of $13.40 to $13.60. The company estimates a net 2025 tariff impact of about $175 million, lower than before due to reduced U.S.-China tariffs and the proposed U.S.-EU tariff framework. Reported results carry notable pressure: reported operating income for the six months fell 3.6%, reported net earnings fell 4.6%, and reported EPS declined 5.0%, mainly because of acquisition-related charges, amortization, and impairments. Balance sheet leverage rose sharply, with long-term debt climbing to $14.8 billion from $12.2 billion at year-end 2024, following about $4.8 billion of acquisition spending (including Inari). Cash fell to $2.4 billion, and inventories rose to $5.3 billion, a potential watch item.

Jul 31, 2025 8-K

Leadership ChangesShareholder Matters

STRYKER CORP 8-K Report, Executive Changes (May 13, 2025)

Stryker Corporation (SYK) held its Annual Meeting of Shareholders on May 8, 2025, where significant corporate governance and compensation-related proposals were approved. The most notable outcomes include the shareholder approval of the amended and restated 2011 Long-Term Incentive Plan, the 2011 Performance Incentive Award Plan, and the 2008 Employee Stock Purchase Plan. These approvals allow for an increase in the number of shares available for issuance under these plans and extend their durations, which is crucial for ongoing employee compensation and retention strategies. Additionally, all ten incumbent directors were re-elected, demonstrating continued shareholder confidence in the current board's leadership. The appointment of Ernst & Young LLP as the independent registered public accounting firm for 2025 was also ratified. The advisory vote on executive compensation also received shareholder approval. These outcomes indicate shareholder alignment with the company's governance and compensation frameworks, suggesting stability and continued support for management's strategic direction.

May 13, 2025 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (May 1, 2025)

Stryker reported a solid first quarter 2025 with reported net sales up 11.9% to $5.9 billion (10.1% organic growth, 9.4% from unit volume), led by MedSurg and Neurotechnology (+13.4% reported, +10.7% organic) and Orthopaedics (+9.7% reported, +9.3% organic). Adjusted operating margin expanded 100 bps to 22.9% and adjusted EPS rose 13.6% to $2.84, while reported EPS fell 17.6% to $1.69 due to acquisition and integration charges, amortization of intangibles, impairments, and a $139 million stock compensation payment triggered by the Inari Medical change of control. Reported operating income declined 13.9% to $837 million, with reported operating margin of 14.3% versus 18.5% a year earlier. Management raised full-year 2025 organic net sales growth guidance to 8.5%-9.5%, citing strong demand for capital products and procedural volumes. Adjusted EPS guidance was lowered to $13.20-$13.45 from $13.45-$13.70, as management absorbed roughly $200 million of tariff impact, with the prior guidance already inclusive of Inari dilution of $0.20-$0.30 per share. The balance sheet changed materially: long-term debt rose to $14.4 billion from $12.2 billion, and goodwill and intangibles increased to $25.2 billion from $20.3 billion following the Inari acquisition, which required roughly $4.7 billion in cash. Cash and equivalents fell to $2.3 billion. Operating cash flow was $250 million, up from $204 million, though it remains modest relative to earnings given working capital build, including a $1.1 billion increase in inventories. Investors will likely focus on whether the tariff headwind is contained, the pace of Inari integration, and deleveraging.

May 1, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Feb 27, 2025)

Stryker Corporation (SYK) has announced the execution of a new $3.0 billion revolving credit agreement, replacing its previous facility established in October 2021. This new agreement, effective February 25, 2025, extends the maturity date to February 25, 2030, providing long-term financial flexibility. A key feature is the introduction of an acquisition holiday provision, allowing a temporary increase in the maximum permitted leverage ratio to 4.75:1 from 3.75:1 in connection with material acquisitions, offering strategic agility for potential growth opportunities. While the underlying covenants and representations remain largely consistent with the prior agreement, the new credit facility outlines specific interest rates tied to various benchmarks (Eurocurrency Rate, Term SOFR, Term CORRA, or Base Rate) plus applicable margins, which are influenced by Stryker's credit ratings. The facility fee for undrawn amounts also varies based on credit ratings. This refinancing demonstrates Stryker's proactive approach to managing its capital structure and ensuring access to liquidity to support ongoing operations and strategic initiatives.

Feb 27, 2025 8-K

Acquisitions & Dispositions

STRYKER CORP 8-K Report, Acquisition Completed (Feb 19, 2025)

Stryker Corporation (SYK) has officially announced the completion of its acquisition of Inari Medical, Inc. (Inari) as of February 19, 2025. This significant transaction, valued at approximately $4.94 billion in cash, was executed through a merger between Stryker's wholly owned subsidiary, Eagle 1 Merger Sub, Inc., and Inari. The acquisition was made under the terms of a previously announced Agreement and Plan of Merger dated January 6, 2025. This move represents a substantial strategic expansion for Stryker, likely aimed at bolstering its presence in a key medical device sector. Investors should monitor how the integration of Inari's business and products impacts Stryker's future revenue streams, profitability, and market share. The substantial cash outlay indicates a strong commitment to growth, and the success of this acquisition will be a key factor in evaluating Stryker's performance in the coming quarters and years.

Feb 19, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Feb 10, 2025)

Stryker Corporation (SYK) announced the completion of a significant public offering of senior notes, raising a total of $3 billion. This offering consists of four tranches with varying maturities and interest rates: $500 million of 4.550% Notes due 2027, $700 million of 4.700% Notes due 2028, $800 million of 4.850% Notes due 2030, and $1 billion of 5.200% Notes due 2035. The proceeds from the issuance will be strategically allocated, with the 2030 and 2035 Notes intended to fund the tender offer for the acquisition of Inari Medical, Inc., and related expenses. The proceeds from the 2027 and 2028 Notes will be used for general corporate purposes, including working capital and potential acquisitions. The filing also outlines certain conditions related to the Inari Medical acquisition, specifically regarding the 2030 and 2035 Notes. Should the Inari acquisition not be consummated under specified terms by a certain date, these particular notes will be subject to a special mandatory redemption at 101% of their principal amount plus accrued interest. This structure highlights the company's commitment to its strategic growth initiatives while managing financial obligations and potential deal contingencies.

Feb 10, 2025 8-K

Leadership Changes

STRYKER CORP 8-K Report, Executive Changes (Feb 10, 2025)

Stryker Corporation (SYK) has announced a director change in a recent 8-K filing. Allan Golston, a long-standing member of the Board of Directors, has informed the company of his intention to retire from the Board. His retirement is set to be effective at the upcoming annual meeting of shareholders, anticipated on May 8, 2025. Mr. Golston will continue his directorial duties until that date. Importantly, the company has stated that Mr. Golston's decision to retire is not a result of any disagreements with the Company's management or its operations. This indicates a planned and orderly transition, which is generally viewed positively by investors as it avoids potential governance concerns. Investors should note this change as part of the ongoing board composition and governance updates for Stryker.

Feb 10, 2025 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jan 28, 2025)

Stryker's fourth-quarter and full-year 2024 results show strong top-line momentum with underlying profitability improving, but GAAP earnings were hit hard by impairments tied to the Spine business. Q4 reported net sales rose 10.7% to $6.4 billion (10.2% organic), and full-year net sales reached $22.6 billion, up 10.2% (10.2% organic). Adjusted operating margin expanded 200 bps in Q4 to 29.2% and 110 bps for the year to 25.3%, with adjusted EPS up 15.9% to $4.01 in Q4 and 15.0% to $12.19 for the year. Reported results were materially depressed by $818 million of non-cash charges related to Spine, including a $273 million goodwill impairment from the annual test and a further $183 million goodwill impairment plus a $362 million asset impairment after the Spinal Implants business was classified as held for sale. Q4 reported diluted EPS fell 52.7% to $1.41, and full-year reported EPS declined 5.9% to $7.76. Investors should focus on the adjusted metrics with the understanding that the Spine divestiture and impairments represent a real write-down of that franchise. For 2025, management guided to organic net sales growth of 8.0% to 9.0% and adjusted diluted EPS of $13.45 to $13.70, with FX expected to reduce net sales by about 1% and EPS by $0.10 to $0.15. The guidance excludes the pending Inari Medical acquisition, expected to close around late February, which is projected to add roughly $590 million of stub-period sales and dilute adjusted operating margin by 0 to 20 bps and adjusted EPS by $0.20 to $0.30. Balance sheet leverage increased, with long-term debt rising to $12.2 billion from $10.9 billion, reflecting acquisition funding.

Jan 28, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

STRYKER CORP 8-K Report, Executive Changes (Jan 28, 2025)

Stryker (NYSE: SYK) announced on January 28, 2025 a planned leadership change in its finance function. Glenn S. Boehnlein, Vice President and Chief Financial Officer, will retire effective April 1, 2025, after a 22-year career at the company. He will then serve as Advisor to the Chief Executive Officer through March 31, 2026 under a Transition Agreement, during which he keeps his $800,000 base salary, a 2025 bonus target of 100%, and a $215,000 advisory-period bonus conditioned on staying through the transition. He will receive no new equity awards during that period. Preston W. Wells, currently Vice President and Group CFO for the Orthopaedics Group, will succeed him as Vice President and Chief Financial Officer effective the same date. Wells has been with Stryker since 2015 and previously led Investor Relations and Enterprise FP&A, which gives him direct exposure to the investor community and company-wide planning. His base salary rises to $725,000, his bonus target is 85% of salary (prorated for 2025), and the Compensation Committee is expected to consider a February 2025 long-term incentive grant with an aggregate target value of about $3.0 million (40% stock options, 60% performance stock units). For investors, the filing describes an orderly, planned succession with an internal candidate and a multi-month overlap period, which generally reduces execution risk. The filing does not discuss any change to financial guidance, results, or strategy, and the press release attributes the decision to Boehnlein's personal choice rather than any performance issue.

Jan 28, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Jan 7, 2025)

On January 6, 2025, Stryker (SYK) entered into a Merger Agreement to acquire Inari Medical (NARI) for $80.00 per share in cash, implying a fully diluted equity value of approximately $4.9 billion. The deal is structured as a two-step transaction: a tender offer by a Stryker subsidiary, followed by a Section 251(h) merger to acquire any remaining shares at the same price. Stryker's stated rationale is to expand its portfolio into peripheral vascular disease, particularly venous thromboembolism (VTE), a segment the company describes as high-growth, and to complement its Neurovascular business with Inari's non-thrombolytic mechanical thrombectomy products. Closing is conditioned on a majority minimum tender, expiration or termination of the HSR waiting period, and the absence of legal restraints. The offer must initially remain open for at least 20 business days and can be extended in 10-business-day increments, with a cap of three extensions where the Minimum Tender Condition is the only unmet condition. The merger agreement's End Date is July 7, 2025, automatically extendable to October 6, 2025 if only regulatory or legal-restraint conditions remain. Inari would owe Stryker a $163 million termination fee in specified circumstances, including accepting a superior proposal or a change in its board's recommendation. Stryker expects the transaction to close by the end of the first quarter of 2025 and will discuss expected impacts on 2025 financial results on its Q4 2024 earnings call on January 28, 2025. For investors, the filing is primarily a deal announcement with limited quantitative disclosure about Stryker's financing, purchase accounting, or pro forma effects. Key items to monitor include the HSR review outcome, tender participation levels, and Stryker's 2025 guidance update, which will indicate how the acquisition is expected to affect earnings and margins.

Jan 7, 2025 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Oct 29, 2024)

Stryker reported third quarter 2024 results on October 29, 2024 that were strong on both the top and bottom lines. Reported net sales rose 11.9% to $5.5 billion (11.5% organic, 12.0% constant currency), led by MedSurg and Neurotechnology at +12.7% organic and Orthopaedics and Spine at +9.7% organic. Organic growth was driven mainly by unit volume (10.3%), with a modest contribution from price (1.2%). Reported EPS grew 20.0% to $2.16, while adjusted EPS grew 16.7% to $2.87, and adjusted operating margin expanded 130 bps to 24.7%. Part of the quarter's extra selling day and the acquisition contribution (0.5 points) also supported reported growth. Management raised its full-year 2024 outlook. Organic net sales growth is now guided to 9.5%–10.0% (up from prior expectations, with pricing contributing 0.5%–1.0%), and adjusted EPS guidance is $12.00–$12.10. Management noted that the expected FX impact (about $0.10 on EPS) is already reflected. Management also reiterated that it is on track for its adjusted operating margin expansion goals. Investors should keep an eye on the balance sheet and the quality of earnings. Long-term debt rose to $13.3 billion from $10.9 billion at year-end 2023, reflecting acquisition funding, and goodwill and intangibles climbed to $21.3 billion. Nine-month acquisition spending was $1.6 billion, and inventories increased to $5.3 billion. Reported operating cash flow was $2.3 billion for the nine months, up modestly year over year, while the gap between reported and adjusted results remains significant, largely because of amortization of purchased intangibles and recurring structural optimization charges. The filing is furnished rather than filed under Item 2.02, and it contains forward-looking statements subject to risks including pricing pressure, FX, regulatory actions, recall-related costs and integration of acquisitions.

Oct 29, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Sep 11, 2024)

Stryker Corporation (SYK) has announced the successful completion of two significant public offerings of senior notes, raising a total of approximately €1.4 billion (or $1.53 billion USD) in Euro Notes and $1.5 billion USD in U.S. Dollar Notes. The Euro Notes consist of €800 million of 3.375% Notes due 2032 and €600 million of 3.625% Notes due 2036. The U.S. Dollar Notes comprise $750 million of 4.250% Notes due 2029 and $750 million of 4.625% Notes due 2034. The net proceeds from these offerings are earmarked for significant corporate actions. Primarily, the funds will be used to repay €500 million of floating rate notes due 2024 and €850 million of 0.250% notes due 2024 at maturity. The remaining proceeds will be allocated to general corporate purposes, including working capital, potential acquisitions, and other business opportunities, as well as further debt repayment or retirement. This move indicates active management of Stryker's capital structure and strategic financial planning.

Sep 11, 2024 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jul 30, 2024)

Stryker (SYK) reported second quarter 2024 results that beat the top-line and earnings trend, with reported net sales up 8.5% to $5.4 billion (9.4% in constant currency and 9.0% organic). Growth was broad-based: MedSurg and Neurotechnology sales rose 9.0% to $3.1 billion (9.7% organic), and Orthopaedics and Spine rose 7.9% to $2.3 billion (8.0% organic). Organic growth was driven mainly by unit volume (7.9%), with a modest 1.1% contribution from price. Reported diluted EPS rose 10.9% to $2.14, and adjusted diluted EPS rose 10.6% to $2.81. Adjusted operating margin expanded 30 bps to 24.6%, consistent with management's margin expansion goals. Management raised its full-year 2024 guidance. Organic net sales growth is now expected at 9.0% to 10.0%, with a favorable pricing impact of about 0.5%. Adjusted diluted EPS guidance is $11.90 to $12.10, which reflects an expected $0.10 to $0.15 headwind from foreign exchange if current rates hold. Management cited sustained procedural volumes and healthy demand for capital products as the basis for the outlook. On the balance sheet, cash fell to $1.9 billion from $3.0 billion at year-end 2023, as debt repayments of $600 million and dividends of $609 million outweighed operating cash flow. Operating cash flow for the first half was $837 million, down from $1.13 billion a year earlier, mainly due to a $1.29 billion working capital and other outflow. Inventories rose to $5.0 billion. Long-term debt declined to $10.1 billion, and shareholders' equity increased to $19.8 billion. Investors may want to monitor working capital normalization and cash conversion in coming quarters.

Jul 30, 2024 8-K

Shareholder Matters

STRYKER CORP 8-K Report, Shareholder Vote Results (May 14, 2024)

At Stryker Corp.'s Annual Meeting of Shareholders held on May 9, 2024, shareholders elected all ten directors to serve until the next Annual Meeting and until their successors are duly elected and qualified. Each director received more For votes than Against votes, with Rachel Ruggeri receiving 304,909,652 For and 428,014 Against and Kevin A. Lobo receiving 291,946,719 For and 12,953,199 Against. Shareholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2024, with 306,622,353 votes For and 25,829,393 Against. Shareholders approved, on an advisory basis, the compensation of the named executive officers, with 277,838,598 votes For, 27,264,023 Against and 627,454 Abstain, plus 27,028,775 broker non-votes. The shareholder proposal related to transparency in political spending was not approved, receiving 113,859,053 For and 190,289,960 Against, with 1,581,062 Abstain and 27,028,775 broker non-votes. The filing is limited to the results of these four matters submitted to a shareholder vote at the annual meeting under Item 5.07, and it reports no other corporate actions.

May 14, 2024 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Apr 30, 2024)

Stryker (SYK) reported a strong first quarter 2024 on April 30, 2024, with reported net sales up 9.7% to $5.2 billion and organic net sales up 10.0%, driven by 9.3% unit volume growth and 0.7% price. MedSurg and Neurotechnology was the standout, growing 11.5% reported (11.6% organic), while Orthopaedics and Spine grew 7.5% reported (8.0% organic). Profitability improved meaningfully: reported operating margin rose to 18.5% from 15.4%, adjusted operating margin expanded 80 bps to 21.9%, and reported diluted EPS climbed 33.1% to $2.05. Adjusted diluted EPS grew 16.8% to $2.50, though the reported EPS gain was flattered by a $41 million net tax benefit from discrete tax matters, so investors should focus on the adjusted figures for underlying trends. Management raised its full-year 2024 organic sales growth outlook to 8.5%-9.5% (pricing roughly flat) and set adjusted diluted EPS guidance at $11.85-$12.05, up from the prior range. Management noted that foreign exchange is expected to moderately reduce reported net sales, weighing more heavily in the first half, and to pressure adjusted EPS toward the higher end of the previously guided $0.05-$0.10 headwind. Operating cash flow was weak at $204 million versus $445 million a year earlier, driven by a $844 million outflow from working capital changes, with inventories and receivables movements being the key drivers of the shortfall. Overall, the quarter shows broad-based demand, solid volume-led growth, and margin expansion, supporting a constructive view on the raised guidance. The main watch items are the cash conversion shortfall, FX headwinds, and the reliance on non-GAAP measures to show underlying earnings growth.

Apr 30, 2024 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jan 30, 2024)

Stryker closed 2023 with strong top-line momentum and solid profitability. Fourth-quarter net sales rose 11.8% to $5.8 billion (11.4% organic), and full-year net sales reached $20.5 billion, up 11.1% reported and 11.5% organic, crossing the $20 billion milestone. Growth was broad-based: MedSurg and Neurotechnology grew 11.8% organically for the year and Orthopaedics and Spine grew 11.1%, with volume driving most of the increase and price contributing roughly 0.6% to 0.7%. Reported full-year diluted EPS rose 33.7% to $8.25, while adjusted EPS grew 13.5% to $10.60. Adjusted operating margin expanded 40 bps to 24.2%, and the reported gap versus adjusted results mainly reflects amortization of purchased intangibles, structural optimization charges, and regulatory and legal items. Management guided 2024 organic net sales growth of 7.5% to 9.0% and adjusted diluted EPS of $11.70 to $12.00, implying roughly 10% to 13% adjusted EPS growth. Pricing is expected to be roughly flat for the full year, and unfavorable foreign exchange is expected to modestly reduce sales and reduce EPS by about $0.05 to $0.10, with the sales impact weighted toward the first half. The guidance reflects management's view of strong procedure volumes, healthy capital demand, and a stabilizing macro environment, though the company flags risks including pricing pressure, supply chain disruption, regulatory actions, product liability, recall costs, and cyber threats. Cash flow strengthened meaningfully, with operating cash flow of $3.68 billion versus $2.62 billion in 2022 and capital expenditures of $575 million. Inventories rose to $4.84 billion from $4.0 billion, a build that merits monitoring against sales growth. Long-term debt declined to $10.9 billion from $11.9 billion, and shareholders' equity increased to $18.6 billion. Note that this filing is the earnings press release furnished under Item 2.02 and is not a full financial statement filing; the figures are unaudited.

Jan 30, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Dec 11, 2023)

Stryker Corporation (SYK) has announced the completion of a public offering of €600,000,000 aggregate principal amount of its 3.375% Notes due 2028. The offering, which closed on December 11, 2023, utilized the company's existing shelf registration statement and prospectus. The net proceeds are expected to be approximately €597 million (or $649 million based on the specified exchange rate), which Stryker intends to use for general corporate purposes. These new notes carry a fixed annual interest rate of 3.375%, with interest payments due annually on December 11, commencing in 2024, and the principal maturing on December 11, 2028. The indenture governing these notes includes covenants that restrict certain actions like incurring additional liens or engaging in sale-and-leaseback transactions. Importantly, a change of control event, coupled with a downgrade to below investment grade by both Moody's and S&P, would trigger an offer to repurchase the notes at 101% of the principal amount.

Dec 11, 2023 8-K

Leadership ChangesMaterial AgreementsFinancial Events+1

STRYKER CORP 8-K Report, Material Agreement (Dec 8, 2023)

Stryker Corporation (SYK) announced on December 8, 2023, the completion of a public offering of $600 million in aggregate principal amount of 4.850% Notes due 2028. The company expects to receive net proceeds of approximately $594 million, which will be used for general corporate purposes. This debt issuance adds to Stryker's capital structure and provides financial flexibility for its ongoing operations and strategic initiatives. In addition to the debt offering, the company disclosed that Dr. Srikant Datar, a member of the Board of Directors, will retire from the Board effective as of the company's annual meeting of shareholders expected to be held on May 9, 2024. This departure is not a result of any disagreement with the company. Investors should monitor how these proceeds are deployed and assess any potential impact of Dr. Datar's departure on board dynamics.

Dec 8, 2023 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Nov 2, 2023)

Stryker reported third quarter 2023 results with net sales of $4.9 billion, up 9.6% reported and 9.2% organic, driven by 8.9% unit volume growth and 0.3% price. MedSurg and Neurotechnology grew 10.5% reported to $2.9 billion, and Orthopaedics and Spine grew 8.4% to $2.1 billion. Adjusted operating margin expanded 110 bps to 23.4%, and adjusted EPS rose 16.0% to $2.46. Reported EPS fell 15.9% to $1.80 and net earnings declined 15.2% to $692 million. The gap reflects a prior-year tax benefit (Q3 2022 income taxes were zero, versus $177 million in Q3 2023), higher amortization of intangibles, and higher other expense. Management raised its full-year 2023 guidance to 10.0% to 10.5% organic sales growth and adjusted EPS of $10.35 to $10.45, citing a robust capital equipment backlog and positive procedural trends. The quarter also shows some items investors should monitor. Inventories rose to $4.88 billion from $3.99 billion at year-end 2022, a roughly 22% increase that outpaces sales growth. Selling, general and administrative expenses grew 16.9% reported, while reported gross margin improved to 64.3%. Nine-month operating cash flow improved to $2.18 billion from $1.62 billion, and long-term debt declined to $10.38 billion from $11.86 billion. Management also noted a tailwind from one fewer selling day in the prior-year period was not present in the nine-month comparison, and foreign exchange is expected to reduce full-year sales by about 0.6% and adjusted EPS by $0.10 to $0.15. Overall, the filing points to strong top-line momentum and margin expansion on an adjusted basis, with a meaningful gap between adjusted and GAAP earnings. Investors will likely focus on whether the inventory build reflects demand for capital equipment and new products, and on the sustainability of margin gains as amortization and other charges continue.

Nov 2, 2023 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Aug 3, 2023)

Stryker reported strong second quarter 2023 results, with reported net sales up 11.2% to $5.0 billion and organic net sales up 11.9%, driven by 11.4% unit volume growth and 0.5% from higher prices. Both segments grew, with MedSurg and Neurotechnology up 12.2% reported (12.9% organic) to $2.9 billion and Orthopaedics and Spine up 9.9% reported (10.6% organic) to $2.1 billion. Growth was broad across geographies, with U.S. sales up 12.1% and international sales up 8.7% reported (11.5% constant currency). Management attributed the performance to strong demand, a solid capital equipment order book, and positive procedural trends. Profitability improved meaningfully. Reported operating margin rose to 19.3% from 17.2%, and adjusted operating margin expanded 60 bps year over year to 24.3%. Reported diluted EPS grew 12.2% to $1.93, while adjusted diluted EPS rose 12.9% to $2.54. Management said the company is "back on our margin expansion pathway." Inventories rose sharply to $4.6 billion from $4.0 billion at year-end 2022, which is worth monitoring alongside the strong sales. Operating cash flow for the first half improved to $1.13 billion from $732 million, although net debt-related cash outflows and acquisitions also shaped the cash position. Looking ahead, Stryker raised its full-year 2023 guidance. It now expects organic net sales growth of 9.5% to 10.5%, including slightly positive pricing, and adjusted diluted EPS of $10.25 to $10.45. Management expects foreign exchange to reduce net sales by about 0.3% and adjusted EPS by $0.05 to $0.10. The company furnished this information under Item 2.02 and did not file it, so it is not subject to Section 18 liability unless specifically incorporated by reference.

Aug 3, 2023 8-K

Material AgreementsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Jun 16, 2023)

Stryker Corporation (SYK) has filed an 8-K report on June 15, 2023, to announce an amendment to its existing Credit Agreement originally dated October 26, 2021. This amendment, effective June 15, 2023, primarily transitions the credit facility from LIBOR-based benchmark interest rates to SOFR-based benchmark rates. This is a standard market practice as LIBOR is being phased out globally.

Jun 16, 2023 8-K

Shareholder Matters

STRYKER CORP 8-K Report, Shareholder Vote Results (May 16, 2023)

This 8-K filing from Stryker Corporation details the outcomes of its Annual Meeting of Shareholders held on May 10, 2023. The key takeaway for investors is the overwhelming shareholder support for the company's proposed actions. All ten nominated directors were overwhelmingly elected, indicating strong confidence in the current board's leadership and governance. Furthermore, shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2023, a crucial vote for maintaining financial transparency and integrity. The advisory vote on executive compensation, often a point of scrutiny for investors, also received strong approval, suggesting satisfaction with the company's compensation practices. Shareholders also overwhelmingly supported holding an annual advisory vote on executive compensation, aligning with the Board's recommendation and indicating a preference for regular shareholder input on this matter. The only proposal that did not pass was a shareholder proposal related to political disclosure, which received significant opposition.

May 16, 2023 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (May 1, 2023)

Stryker reported first quarter 2023 results with reported net sales up 11.8% to $4.8 billion and organic net sales up 13.6%, driven by 12.9% unit volume growth and 0.7% price. Growth was broad-based: Orthopaedics and Spine organic sales rose 15.2% and MedSurg and Neurotechnology rose 12.4%, while International sales grew 16.5% in constant currency versus 8.2% as reported, reflecting a roughly 8-point foreign exchange headwind. Reported operating margin expanded to 15.4% from 10.5%, and reported diluted EPS rose 83.3% to $1.54. However, the comparison is flattered by a $2.56 billion acquisition-related cash outflow in Q1 2022 and by lower one-time charges in 2023, so the reported EPS jump overstates underlying improvement. On an adjusted basis, operating margin contracted 70 bps to 21.1% and adjusted EPS rose 8.6% to $2.14, indicating that cost pressure, including higher inventory and supply chain costs, weighed on profitability even as volumes recovered. Operating cash flow improved to $445 million from $203 million, though it was supported by lower acquisition spending rather than strong operating earnings, and inventories rose to $4.33 billion from $3.995 billion at year-end, a development investors should monitor. Management raised its full-year 2023 guidance, now expecting organic net sales growth of 8.0% to 9.0% and adjusted diluted EPS of $10.05 to $10.25, and expects pricing to be roughly neutral for the year. Management cited a strong capital equipment order book and ongoing procedural recovery. Foreign exchange is expected to modestly reduce sales and EPS, with a greater impact in the first half. The information is furnished under Item 2.02 and is not deemed filed for Exchange Act purposes.

May 1, 2023 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jan 31, 2023)

Stryker reported fourth-quarter and full-year 2022 results that were strong on the top line but mixed on profitability. Q4 reported net sales rose 10.7% to $5.2 billion (13.2% organic), led by MedSurg and Neurotechnology, which grew 16.9% organically, while Orthopaedics and Spine grew 8.4% organically. Reported diluted EPS fell 15.0% to $1.47 because of a $216 million goodwill impairment tied to the Spine business, and adjusted operating margin contracted 70 bps to 26.6%. For the full year, reported net sales grew 7.8% to $18.4 billion (9.7% organic), reported diluted EPS rose 18.4% to $6.17, and adjusted EPS grew only 2.8% to $9.34 as adjusted operating margin fell 180 bps to 23.8%, reflecting inflationary and supply-chain cost pressures. Cash generation weakened. Operating cash flow fell to $2.6 billion from $3.3 billion, and free cash flow dropped to $2.2 billion from $3.0 billion, lowering free cash flow conversion to 61.8% from 85.5%. Stryker spent $2.6 billion on acquisitions, including Vocera, which pushed long-term debt to $11.9 billion and goodwill and intangibles to $19.8 billion. Inventories also rose to $4.0 billion from $3.3 billion. For 2023, management guided to organic net sales growth of 7.0% to 8.5% and adjusted diluted EPS of $9.85 to $10.15, with price expected to be flat to slightly negative (0% to -0.5%) and foreign exchange expected to be a modest headwind. CEO Kevin Lobo said adjusted earnings should improve gradually through the year. Investors will likely focus on whether margins recover and whether the weaker cash conversion and elevated inventory normalize.

Jan 31, 2023 8-K

Corporate ChangesExhibits & Filings

STRYKER CORP 8-K Report, Bylaw Amendment (Nov 15, 2022)

This 8-K filing by Stryker Corporation (SYK) primarily details amendments to its corporate bylaws, effective November 1, 2022. The most significant change requires compliance with the "universal proxy card" rules (Rule 14a-19) for shareholders wishing to nominate director candidates. This amendment aims to standardize and clarify the director nomination process in line with current SEC regulations, ensuring a more streamlined and equitable approach to shareholder engagement in board elections. While this filing does not report on financial performance or significant operational changes, investors should note the proactive adjustment to corporate governance procedures. The updated bylaws reflect Stryker's commitment to adhering to regulatory best practices and facilitating shareholder participation in corporate governance. The full text of these amendments is available as an exhibit to this filing.

Nov 15, 2022 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Oct 31, 2022)

Stryker's third quarter 2022 results (press release dated October 31, 2022) showed strong top-line momentum but notable margin and earnings pressure. Reported net sales rose 7.7% to $4.48 billion (11.4% in constant currency and 9.9% organic), led by MedSurg and Neurotechnology (up 10.8% organic) and Orthopaedics and Spine (up 8.7% organic). Reported operating margin was 18.0%, but adjusted operating margin contracted 310 bps to 22.3%, and adjusted EPS fell 3.6% to $2.12. Reported diluted EPS rose 87.7% to $2.14, though this was flattered by a $149 million tax benefit and lower SG&A, so the headline GAAP improvement overstates underlying performance. Management cited worsening foreign currency, ongoing inflation (including premiums on spot buys for key components), product shortages, and incomplete return of elective surgeries as headwinds. The company now expects full-year 2022 organic sales growth of 8.5% to 9.0%, with FX reducing net sales by about 4% and adjusted EPS by roughly $0.35 to $0.40. Adjusted EPS guidance was set at $9.15 to $9.25, which implies a meaningful cut from prior expectations and signals that margin recovery will be slower than investors hoped. Balance sheet changes are also worth noting: cash fell sharply to $1.42 billion after about $2.56 billion in acquisitions (including Vocera), while long-term debt rose to $12.75 billion. Nine-month free cash flow conversion dropped to 51.9% from 87.3%, reflecting working capital build, particularly inventory. For investors, the key takeaway is that demand and organic growth remain healthy, especially in capital equipment and implants, but profitability is being squeezed by inflation, FX, and costs tied to integrating acquisitions. The near-term investment case depends on whether cost actions and pricing can restore margins while currency and supply conditions normalize.

Oct 31, 2022 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jul 26, 2022)

Stryker reported second quarter 2022 results with reported net sales up 4.6% to $4.5 billion and organic net sales up 6.1%, driven by 7.5% unit volume growth partially offset by 1.4% lower pricing. MedSurg and Neurotechnology was the standout, growing 8.0% reported and 7.9% organically, while Orthopaedics and Spine grew 0.5% reported and 3.9% organically. Reported EPS rose 11.0% to $1.72, but adjusted EPS of $2.25 was flat year over year, and adjusted operating margin contracted about 220 bps to 23.7% due to foreign exchange headwinds, inflation, spot buys of materials, and ongoing supply shortages. Management raised its full-year 2022 organic sales growth outlook to 8% to 9%, citing a strong capital equipment order book and implant sales momentum. However, it lowered the adjusted EPS outlook to $9.30 to $9.50, reflecting an estimated $0.25 to $0.30 adverse FX impact and a 2% to 3% reduction to reported net sales from currency. CEO Kevin Lobo said the company is confident in the revenue outlook but expects continued adjusted earnings pressure from worsening foreign exchange and macroeconomic conditions. Balance sheet activity was significant during the period. Acquisitions consumed $2.56 billion of cash in the first half, largely tied to the pending Vocera Communications transaction, while long-term debt rose to $13.4 billion and cash fell to $1.0 billion. Free cash flow dropped sharply to $491 million from $1.31 billion a year earlier, and free cash flow conversion fell to 30.5%, which investors will watch closely given the higher leverage and continued dividend payments.

Jul 26, 2022 8-K

Shareholder Matters

STRYKER CORP 8-K Report, Shareholder Vote Results (May 9, 2022)

Stryker Corporation (SYK) filed an 8-K report on May 9, 2022, detailing the outcomes of its Annual Meeting of Shareholders held on May 4, 2022. The report primarily concerns the voting results on several key proposals, offering insights into shareholder sentiment and corporate governance. Notably, all ten nominated directors were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership and strategy. Furthermore, shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2022, a routine but important vote for financial transparency and audit integrity. The meeting also saw shareholders approve the advisory vote on executive compensation, suggesting alignment between management's pay practices and shareholder expectations. However, a shareholder proposal related to proxy access terms was not approved, indicating a divergence of opinion on this specific governance matter. Overall, the filing reflects stable shareholder support for the company's leadership and financial oversight, with a notable instance of disagreement on a governance-related proposal.

May 9, 2022 8-K

Regulation FDExhibits & Filings

STRYKER CORP 8-K Report, Regulation FD Disclosure (May 5, 2022)

Stryker Corp. (SYK) filed an 8-K on May 5, 2022, under Item 7.01 (Regulation FD Disclosure) to report board leadership and committee changes approved by the Board of Directors on May 4, 2022. The changes followed the company's Annual Meeting of Shareholders. Sherilyn S. McCoy replaced Allan C. Golston as Lead Independent Director, and Mary K. Brainerd replaced McCoy as Chair of the Governance and Nominating Committee. Golston remains on the Board and moves to chair the Compensation Committee, with Brainerd stepping down from that role. The filing contains no financial results, guidance, acquisitions, or other operational or financial developments. The company characterized the changes as part of its commitment to board refreshment and rotation of committee chair assignments. Kevin A. Lobo continues as Chair of the Board and Chief Executive Officer, and the Audit Committee is unchanged, chaired by Andrew K. Silvernail. For investors, this is a governance update with no direct near-term financial impact. It may be of interest to those who monitor board independence, succession planning, and governance practices. The information is furnished rather than filed, so it is not subject to Section 18 liability or incorporated into Securities Act registration statements unless specifically referenced.

May 5, 2022 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Apr 28, 2022)

Stryker reported first quarter 2022 results that combined solid top-line momentum with notable margin pressure. Reported net sales rose 8.1% to $4.3 billion (9.2% organic), led by MedSurg and Neurotechnology (+10.8% organic) and a 7.2% organic gain in Orthopaedics and Spine. Reported EPS grew 6.3% to $0.84, while adjusted EPS rose only 2.1% to $1.97 and the adjusted operating margin contracted 170 bps to 21.8%, reflecting supply chain shortages and higher material costs. Growth was driven mostly by volume (+10.2% organic) rather than price, which was a 1.0% headwind. Cash generation was weak in the quarter. Operating cash flow fell to $203 million from $452 million, and free cash flow dropped to $94 million, a 12.5% conversion of adjusted net earnings versus 52.1% a year earlier. This was driven by higher working capital (inventory rose to $3.5 billion from $3.3 billion) and a large $2.6 billion cash outflow for acquisitions, primarily the Vocera Communications transaction. Total debt rose sharply, with long-term debt increasing to $13.9 billion from $12.5 billion, and cash fell to $1.5 billion from $2.9 billion. Management maintained a cautious tone on the full year. Organic sales growth is now expected toward the high end of the 6% to 8% guidance range, but adjusted EPS is now expected at the lower end of the $9.60 to $10.00 range, with a roughly $0.10 to $0.15 currency headwind. Investors will be focused on whether supply chain and material cost pressures ease, whether margins recover, and how the leveraged balance sheet is managed following the acquisition.

Apr 28, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Feb 25, 2022)

Stryker Corporation (SYK) has announced the entry into a new $1.5 billion Term Loan Agreement on February 22, 2022. This agreement, with a maturity date of February 22, 2025, provides the company with significant liquidity. Notably, Stryker has already drawn the full $1.5 billion principal amount on the closing date, indicating immediate deployment of these funds. The new loan features a financial covenant tied to a leverage ratio, with a maximum permitted ratio of 3.75:1. The agreement also includes an 'acquisition holiday' provision, allowing Stryker to temporarily increase this ratio to 4.75:1 for up to four consecutive fiscal quarters in connection with material acquisitions. This suggests a potential strategic focus on mergers and acquisitions, with the company proactively securing financing and flexibility for such activities.

Feb 25, 2022 8-K

Acquisitions & Dispositions

STRYKER CORP 8-K Report, Acquisition Completed (Feb 23, 2022)

Stryker Corporation (SYK) completed its acquisition of Vocera Communications, Inc. on February 23, 2022, under the Agreement and Plan of Merger dated January 6, 2022. Merger Sub, a wholly owned subsidiary of Stryker, merged into Vocera under Section 251(h) of Delaware General Corporation Law, with Vocera surviving as the wholly owned corporation. The total aggregate consideration was approximately $3.1 billion, including repayment of Vocera's outstanding convertible notes. For investors, the transaction is a meaningful expansion of Stryker's digital and connected-care capabilities. Vocera is a provider of voice-communication and clinical workflow software for hospitals, so the deal extends Stryker's push beyond surgical and medical devices into hospital communications and data-driven care coordination. The 251(h) structure allowed the deal to close quickly after a tender offer, without a separate stockholder vote, which reduced execution risk and timing uncertainty. The filing itself is brief and largely procedural. It does not disclose synergy targets, accretion estimates, or financing details, so investors should look to Stryker's earnings materials and investor presentations for the financial impact on margins, EPS, and integration costs. The filing references the merger agreement as Exhibit 2.1 to a prior Form 8-K dated January 11, 2022, which contains the full terms, conditions, and any termination provisions.

Feb 23, 2022 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Jan 27, 2022)

Stryker reported strong full-year 2021 results, with net sales of $17.1 billion, up 19.2% reported and 12.6% organic from 2020. Organic growth was 7.2% versus 2019, a more normal baseline given COVID-19 disruption in 2020. Reported diluted EPS rose 24.0% to $5.21, and adjusted diluted EPS rose 22.3% to $9.09. Fourth-quarter results were more mixed: net sales reached $4.7 billion (up 10.3% reported, 9.0% organic), but adjusted EPS fell 3.6% to $2.71 and adjusted operating margin contracted 190 bps to 27.3%. Management attributed the margin pressure largely to the timing and mix of spending, although the release itself does not give a detailed breakdown of the drivers. For 2022, Stryker guided to 6% to 8% organic net sales growth and adjusted diluted EPS of $9.60 to $10.00, implying roughly 6% to 10% growth over 2021's $9.09. The company expects about 1% of unfavorable price reductions, consistent with prior years, and modestly unfavorable foreign exchange impacts if current rates hold. Management described the short-term outlook as volatile because of the ongoing COVID-19 pandemic. Free cash flow was $2.97 billion, up from $2.82 billion, and long-term debt declined to $12.5 billion from $13.2 billion. The filing also notes the pending Vocera Communications acquisition, which carries closing and integration risks, and the realignment of reportable segments into MedSurg and Neurotechnology and Orthopaedics and Spine effective December 31, 2021.

Jan 27, 2022 8-K

Regulation FDExhibits & Filings

STRYKER CORP 8-K Report, Regulation FD Disclosure (Jan 14, 2022)

Stryker Corporation announced a significant change to its business segment reporting structure, effective December 31, 2021. The company is consolidating its operations into two distinct reportable segments: MedSurg and Neurotechnology, and Orthopaedics and Spine. This realignment is driven by a shift in internal reporting and management structure, including changes in executive responsibilities with Group Presidents J. Andrew Pierce and Spencer S. Stiles overseeing the respective new segments. This change is intended to better reflect how Stryker manages its diverse business operations and will impact how historical product sales information is presented. The company has provided recast historical product sales data in Exhibit 99.1 to allow investors to analyze performance under the new segment structure. While this information is for informational purposes and not formally filed, it offers crucial context for understanding Stryker's future financial reporting and operational focus.

Jan 14, 2022 8-K

Material AgreementsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Jan 11, 2022)

Stryker Corporation (SYK) announced its entry into a material definitive agreement to acquire Vocera Communications, Inc. (Vocera) through a cash tender offer. Stryker, via its subsidiary Voice Merger Sub Corp., will commence an offer to purchase all outstanding shares of Vocera for $79.25 per share in cash. This acquisition represents a significant strategic move for Stryker, aiming to enhance its offerings in the healthcare technology space, particularly in areas related to secure communication and workflow solutions for healthcare professionals. The transaction is valued at approximately $79.25 per share, totaling a significant cash outlay for Stryker. The deal is subject to customary closing conditions, including the tender of a majority of Vocera's shares and antitrust approvals. Following the successful tender offer, Stryker plans to merge with Vocera, making it a wholly owned subsidiary. Investors should monitor the progress of the tender offer and the satisfaction of regulatory conditions, as this acquisition will impact Stryker's future growth and market position.

Jan 11, 2022 8-K

Other Events

STRYKER CORP 8-K Report, Corporate Update (Jan 3, 2022)

Stryker Corporation (SYK) has filed an 8-K report detailing the resolution of a Dutch dividend withholding tax issue related to its acquisition of Wright Medical Group N.V. As a result of the acquisition's merger phase, a portion of the cash consideration ($1.85 per share) was withheld to cover potential Dutch Exit Tax. This tax was contingent on the enactment of a specific legislative proposal by January 1, 2022. As the legislative proposal was not enacted by the deadline, Stryker has instructed the paying agent to return the withheld Dutch Exit Tax Amount of $1.85 per share to the former Wright shareholders from whom it was originally deducted. This is a positive development for those former shareholders, as they will now receive the full intended merger consideration. Investors in Stryker should note this is primarily a resolution of a prior transaction detail and does not represent a new operational event for Stryker itself.

Jan 3, 2022 8-K

Earnings & ResultsExhibits & Filings

STRYKER CORP 8-K Report, Financial Results (Oct 28, 2021)

Stryker's third quarter 2021 results (reported October 28, 2021) showed solid top-line growth but meaningful margin pressure. Reported net sales rose 11.3% year over year to $4.16 billion, with organic growth of 4.5% (5.2% from unit volume, offset by 0.7% lower prices). Growth was uneven across segments: Orthopaedics organic sales fell 1.8% versus 2020 as COVID-19 resurgence deferred U.S. implant procedures, while MedSurg (+8.8% organic) and Neurotechnology and Spine (+6.1% organic) carried the quarter. Versus 2019, which management views as a more normal baseline, organic growth was 8.4%. Profitability was the main concern. Reported operating margin fell to 13.8% from 23.0%, driven largely by a $105 million impairment tied to China volume-based procurement price cuts on trauma and joint replacement products, plus acquisition-related charges tied to Wright Medical. Adjusted operating margin contracted 260 bps to 25.4%, and reported diluted EPS fell 30.1% to $1.14. Adjusted diluted EPS rose 2.8% to $2.20, and adjusted gross margin was 66.3%. Balance sheet activity was steady: nine-month operating cash flow was $2.26 billion, free cash flow was $2.13 billion, and the company repaid $1.14 billion of net debt while paying $713 million in dividends. Management lowered its 2021 outlook. Organic net sales growth is now expected at 7% to 8% versus 2019 and adjusted diluted EPS at $9.08 to $9.15, including the full-year impact of Wright Medical. Management cited continued COVID-19 volatility and healthcare labor and staffing constraints that could slow the recovery. Investors should weigh the strong MedSurg and NeuroTech demand and steady cash generation against the Orthopaedics softness, pricing pressure in China, and the reduced guidance.

Oct 28, 2021

Page 1 of 6