3 paragraphs in Risk Factors of the 10-K filed Feb 17, 2026
with nothing like them in the 10-K filed Feb 18, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
Our business and operations are subject to risks related to natural disasters, climate change and other extreme weather.
Similar paragraph at 4 of 59 other Health care companies:
BIIB,
ELV,
HCA,
MDT
We are subject to certain U.S. tariffs that are currently subject to legal challenge before the U.S. Supreme Court. The timing and outcome of this litigation are uncertain, and the Court’s decision could result in the modification, invalidation, or continuation of such tariffs. Any modification of existing tariffs, or the introduction of new U.S. tariffs under alternative authorities, on imports from the countries where we do business for an extended period and without specific exemptions for our products, and any reciprocal tariffs or other reactions by other countries thereto, could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, while we have paid tariffs that could potentially be subject to refund depending on the outcome of the litigation, there can be no assurance that any such refund would be realized or, if realized, the timing thereof. Any of these developments could have a material adverse effect on our financial condition, results of operations and cash flow.
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individual cases are difficult to time, predict or quantify and are often dependent upon the outcomes of other cases in other geographies.
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New in the latest 10-Q
22 paragraphs in the 10-Q filed Nov 2, 2026 with nothing like
them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
(in millions) ─────────────────────────────────────────────────────────────────────────── Balance as of December 31, 2025 $ 385 Amount recorded related to current year acquisitions 23 Contingent consideration net expense (benefit) (78) Contingent consideration payments (84) Balance as of September 30, 2026 $ 246
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On October 2, 2026, we entered into an agreement with funds managed by Blackstone Life Sciences Advisors L.L.C. (Blackstone) to co-fund development activities for our VITALYST™ Temporary Percutaneous Transvalvular Circulatory Support System for the treatment of patients with acute myocardial infarction with cardiogenic shock (the Product). Under the agreement, we are eligible to receive up to $ 455 million from contract inception through regulatory approval of the Product in the United States, unless otherwise terminated, based on qualifying development costs incurred. As there is substantive and genuine transfer of risk to Blackstone, the development funding will be recognized as an obligation to perform contractual services. Accordingly, the funding we receive will be recognized as a reduction to Research and development expense using an
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attribution model as the related costs are incurred. As of September 30, 2026, no amounts have been recognized under this arrangement.
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Subject to obtaining regulatory approval for the Product in the United States, Blackstone will be eligible to receive fixed regulatory and commercial milestone payments of up to 2.5 times Blackstone's actual funded amount, as well as royalties on net sales upon regulatory approval. The commercial milestone payment will be contingent upon achieving a specified cumulative net sales target. Under certain termination circumstances, we may have continuing payment obligations or be required to pay Blackstone a multiple of the amount funded. We currently consider the occurrence of such termination circumstances to be remote.
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On February 26, 2026, we entered into a $ 2.000 billion 364-day revolving credit agreement (the 364-Day Revolving Credit Agreement) with a global syndicate of commercial banks. The 364-Day Revolving Credit Agreement matures on the date that is
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Retirement System, and additionally alleging violation of Section 20A of the Securities Exchange Act of 1934 against a current officer.
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common stock on May 15, 2026. The final settlement occurred on June 12, 2026, and we received approximately 10 million additional shares of our common stock.
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We previously undertook a global restructuring program that began in February 2023 and was expanded in July 2025 (the 2023 Restructuring Plan). The activities associated with the 2023 Restructuring Plan, including the expansion, were fully completed during the second quarter of 2026. We have recorded related costs of $ 748 million since the inception of the 2023 Restructuring Plan, which included $ 357 million of transfer costs, $ 115 million of termination benefits, and $ 276 million of other charges.
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The following presents costs (credits) by major type and line item within our accompanying unaudited condensed consolidated statements of operations associated with our restructuring plans:
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Our restructuring liability is primarily comprised of accruals for termination benefits. The following table presents our restructuring reserve balance:
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In August 2026, we identified a cybersecurity incident that affected certain of our information technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders (the cybersecurity incident). We worked diligently, with the assistance of third-party cybersecurity experts, to investigate, assess and contain the impact of the incident and to restore operations. The cybersecurity incident caused significant disruption to our business operations and materially impacted our third quarter financial results. For additional information on the risks related to the cybersecurity incident and its impact on our business, financial condition and results of operations, refer to Part II, Item 1A. of this Quarterly Report on Form 10-Q (this Quarterly Report).
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We previously undertook a global restructuring program that began in February 2023 and was expanded in July 2025 (the 2023 Restructuring Plan). The activities associated with the 2023 Restructuring Plan, including the expansion, were fully completed during the second quarter of 2026. We have recorded related costs of $748 million since the inception of the 2023 Restructuring Plan.
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On October 2, 2026, we entered into an agreement with funds managed by Blackstone Life Sciences Advisors L.L.C. (Blackstone) to co-fund development activities for our VITALYST™ Temporary Percutaneous Transvalvular Circulatory Support System for the treatment of patients with acute myocardial infarction with cardiogenic shock (the Product). Under the agreement, we are eligible to receive up to $455 million from contract inception through regulatory approval of the Product in the United States, unless otherwise terminated, based on qualifying development costs incurred. Subject to obtaining regulatory approval for the Product in the United States, Blackstone will be eligible to receive fixed regulatory and commercial milestone payments of up to 2.5 times Blackstone's actual funded amount, as well as royalties on net sales upon regulatory approval. Refer to Note B - Acquisitions and Strategic Investments to our unaudited consolidated financial statements contained in Part I, Item 1 of this Quarterly Report for further details.
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Risk Factors
For a discussion of important risks and uncertainties that may affect our business, financial condition and results of operations, see Item 1A. Risk Factors in our most recent Annual Report on Form 10-K. The risk factors disclosed in our Annual Report on Form 10-K should be read in conjunction with the following updates and are supplemented by the disclosures below:
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We rely on the proper function, availability and security of information technology systems to operate our business and cybersecurity incidents or other breaches of our systems have adversely affected, and could in the future adversely affect, our business, financial condition or results of operations.
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We rely on information and operational technology systems, including technology from third party vendors, to manufacture and distribute our products, as well as to process, transmit and store electronic information in our day-to-day operations. Similar to other large multi-national companies, the size and complexity of our IT environment, coupled with advancements in artificial intelligence and sophistication of techniques, make them targets for a cyber-attack, malicious intrusion, breakdown, destruction, loss of data privacy, theft of intellectual property or other significant intentional and unlawful disruption. On August 25, 2026, we identified a cybersecurity incident that affected certain of our information technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders. The cybersecurity incident caused significant disruption to our business operations and materially impacted our results of operations for the third quarter of 2026. While our operations have since been fully restored, we may not recover all of the revenue impacted by the incident and we may experience further impacts, including a potential loss of market share, or other adverse financial, legal, regulatory or reputational impacts. Civil legal claims have been filed, and we may face regulatory scrutiny related to the incident. We are unable to predict the outcome or timeline of these matters or whether additional lawsuits, inquiries or investigations may arise. We also expect to incur increased expenses in connection with our response and remediation of the incident and strengthening of our cybersecurity program. Although we have invested, and expect to continue to invest in measures to address cybersecurity threats, the techniques used in cyberattacks change frequently and may be difficult to anticipate or prevent. These measures may not be effective in preventing future cybersecurity incidents, and any such incident could have a material adverse effect on our business, financial condition or results of operations.
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Further, as part of our response and remediation efforts for the incident, we used, and in any future incident may need to use, manual processes or other alternatives to our systems for a period of time. Such alternatives may be less efficient and may increase the risk of errors, delays or data integrity issues, including with respect to information collected or processed during a disruption, which could in turn adversely affect our internal processes and controls, including those supporting financial and operational reporting.
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In addition, malicious actors have attempted, and may in the future attempt, to deceive employees, including through various social engineering techniques, to disclose information to gain access to our systems and/or data, and such attempts have from time to time resulted in unauthorized access to certain data, which has required, and may in the future require, us to notify affected individuals or regulators. As the methods of cyber-attacks advance, the steps that we may need to take to investigate cybersecurity incidents may not be immediately clear, and it may take a significant amount of time for such investigations to be completed and full and reliable information about such incidents to be known. Further, adverse impacts to the availability, integrity, or confidentiality of our systems or data could require us to incur additional costs to modify or enhance our systems, or to try to prevent or remediate future cyber-attacks. Modifying or enhancing our systems may result in unanticipated or prolonged disruption events, which could have a material adverse effect on our business operations and financial results.
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Interruption of our supply chain or manufacturing operations has adversely affected, and could in the future adversely affect, our business, results of operations and financial condition.
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Our products are designed and manufactured in technology centers around the world, either by us or third parties. In most cases, the manufacturing of any specific product is concentrated in one or a few locations. Factors such as a failure to follow specific
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internal protocols and procedures, results of regulatory inspections of our manufacturing facilities, equipment malfunction, environmental factors, cybersecurity incidents or damage to one or more of our facilities could adversely affect our ability to manufacture or distribute our products. The August 2026 cybersecurity incident affected certain of our technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders. We may experience additional cyberattacks in the future and/or further impacts resulting from the August 2026 incident. While we resumed our operations within weeks of the incident, in the event of a future interruption to our operations, we may be unable to quickly restore operations or move to alternate means of producing affected products or to meet customer demand. As a result of any such interruptions or delays, we may experience loss of market share, which we may be unable to recapture and harm to our reputation, which could adversely affect our results of operations and financial condition.
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Other information
On August 12, 2026, Michael F. Mahoney, our Chairman and Chief Executive Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Mahoney’s plan covers the sale of 98,814 shares of our common stock to be acquired upon exercise of stock options. Transactions under Mr. Mahoney’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. Mr. Mahoney’s plan will terminate on the earlier of February 28, 2027, or the date all shares subject to the plan have been sold.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 2, 2026 against Item 1A of the 10-K filed Feb 17, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
For a discussion of important risks and uncertainties that may affect our business, financial condition and results of operations, see Item 1A. Risk Factors in our most recent Annual Report on Form 10-K. The risk factors disclosed in our Annual Report on Form 10-K should be read in conjunction with the following updates and are supplemented by the disclosures below:
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Added10-Q 2026-11-02 vs 10-K 2026-02-17
We rely on information and operational technology systems, including technology from third party vendors, to manufacture and distribute our products, as well as to process, transmit and store electronic information in our day-to-day operations. Similar to other large multi-national companies, the size and complexity of our IT environment, coupled with advancements in artificial intelligence and sophistication of techniques, make them targets for a cyber-attack, malicious intrusion, breakdown, destruction, loss of data privacy, theft of intellectual property or other significant intentional and unlawful disruption. On August 25, 2026, we identified a cybersecurity incident that affected certain of our information technology systems and resulted in a global disruption to our operations, which impacted our ability to manufacture as well as process and ship customer orders. The cybersecurity incident caused significant disruption to our business operations and materially impacted our results of operations for the third quarter of 2026. While our operations have since been fully restored, we may not recover all of the revenue impacted by the incident and we may experience further impacts, including a potential loss of market share, or other adverse financial, legal, regulatory or reputational impacts. Civil legal claims have been filed, and we may face regulatory scrutiny related to the incident. We are unable to predict the outcome or timeline of these matters or whether additional lawsuits, inquiries or investigations may arise. We also expect to incur increased expenses in connection with our response and remediation of the incident and strengthening of our cybersecurity program. Although we have invested, and expect to continue to invest in measures to address cybersecurity threats, the techniques used in cyberattacks change frequently and may be difficult to anticipate or prevent. These measures may not be effective in preventing future cybersecurity incidents, and any such incident could have a material adverse effect on our business, financial condition or results of operations.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-11-02 vs 10-K 2026-02-17
Further, as part of our response and remediation efforts for the incident, we used, and in any future incident may need to use, manual processes or other alternatives to our systems for a period of time. Such alternatives may be less efficient and may increase the risk of errors, delays or data integrity issues, including with respect to information collected or processed during a disruption, which could in turn adversely affect our internal processes and controls, including those supporting financial and operational reporting.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-11-02 vs 10-K 2026-02-17
In addition, malicious actors have attempted, and may in the future attempt, to deceive employees, including through various social engineering techniques, to disclose information to gain access to our systems and/or data, and such attempts have from time to time resulted in unauthorized access to certain data, which has required, and may in the future require, us to notify affected individuals or regulators. As the methods of cyber-attacks advance, the steps that we may need to take to investigate cybersecurity incidents may not be immediately clear, and it may take a significant amount of time for such investigations to be completed and full and reliable information about such incidents to be known. Further, adverse impacts to the availability, integrity, or confidentiality of our systems or data could require us to incur additional costs to modify or enhance our systems, or to try to prevent or remediate future cyber-attacks. Modifying or enhancing our systems may result in unanticipated or prolonged disruption events, which could have a material adverse effect on our business operations and financial results.
Read it in the 10-Q at sec.gov ↗
Added10-Q 2026-11-02 vs 10-K 2026-02-17
Our products are designed and manufactured in technology centers around the world, either by us or third parties. In most cases, the manufacturing of any specific product is concentrated in one or a few locations. Factors such as a failure to follow specific
Read it in the 10-Q at sec.gov ↗
Reworded10-Q 2026-11-02 vs 10-K 2026-02-17
We rely on the proper function, availability and security of information technology systems to operate our business and a cyber-attack cybersecurity incidents or other breach breaches of these our systems have adversely affected, and could have a material adverse effect on in the future adversely affect, our business, financial condition or results of operations.
Read it in the 10-Q at sec.gov ↗ · The 10-K sentence ↗
Reworded10-Q 2026-11-02 vs 10-K 2026-02-17
In While we resumed our operations within weeks of the incident, in the event of an a future interruption in manufacturing, to our operations, we may be unable to quickly restore operations or move to alternate means of producing affected products or to meet customer demand.
Read it in the 10-Q at sec.gov ↗ · The 10-K sentence ↗
Reworded10-Q 2026-11-02 vs 10-K 2026-02-17
As a result, result of any such interruptions or delays, we may experience loss of market share, which we may be unable to recapture and harm to our reputation, which could adversely affect our results of operations and financial condition.
Read it in the 10-Q at sec.gov ↗ · The 10-K sentence ↗
