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Health care · Industrial Instruments · NYSE

DHRDanaher Corporation

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The 10-K against last year's

136 changes: 21 added, 16 removed, 96 reworded, 3 quiet changes

10-K Feb 24, 2026 vs Feb 20, 2025
Risk FactorsRedline ↓
14.4%
of the text changed · 14,726 words now
24.2%
of the text changed · 11,877 words now
Legal ProceedingsRedline ↓
16.6%
of the text changed · 1,925 words now
Accounting PoliciesRedline ↓
12.3%
of the text changed · 4,145 words now

10-K 0000313616-26-000062 (2026-02-24) vs 10-K 0000313616-25-000043 (2025-02-20)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 253 words changed in this paragraph; it is 35% similar to last year's version.
Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property property, regulatory enforcement and investment/development, can adversely affect our business and financial statements. For example, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production. The Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices. In addition, in recent years the U.S. has increased announced and/or implemented significant new tariffs on certain imported goods and trade tensions between China and other countries (including the U.S.) have escalated, with countries imposing significant additional tariffs on imports from a wide range of imported goods. Following the recent change of administration in the U.S., new tariffs have been implemented and have countries, which has prompted retaliatory tariffs by a number of countries and a cycle of retaliatory tariffs by both the U.S. and other countries. Subsequently, actions have been taken by the U.S. and certain countries, further other countries to modify certain of these tariffs my follow and/or delay their effective dates, and the risks noted above have increased. U.S. has entered into trade agreements with certain countries implementing new tariffs. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs. In response, the administration announced plans to implement new tariffs under alternative statutory authority. The full impact of these the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs on issued by the Company United States and our business partners remains uncertain. other countries remain in effect.

Source: Item 1A, 10-K 0000313616-26-000062 vs Item 1A, 10-K 0000313616-25-000043

MD&A 233 words changed in this paragraph; it is 36% similar to last year's version.
On As further discussed in Note 3 to the accompanying Consolidated Financial Statements, on September 30, 2023 (the “Distribution Date”), the Company completed the separation (the “Separation”) “Veralto Separation”) of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses. To effect The accounting requirements for reporting the Separation, Danaher distributed to Veralto Separation as a discontinued operation were met when the Veralto Separation was completed. On July 2, 2016, the Company completed the separation (the “Fortive Separation”) of its stockholders one share of Veralto common stock for every three shares of Danaher common stock outstanding as of September 13, 2023, former Test & Measurement segment, Industrial Technologies segment (excluding the record date for the distribution. Fractional shares of Veralto common stock that otherwise would have been distributed were aggregated and sold into the public market product identification business) and the proceeds distributed retail/consumer petroleum businesses by distributing to Danaher stockholders who otherwise would have received fractional shares on a pro rata basis all of the issued and outstanding common stock of Fortive Corporation (“Fortive”), the entity the Company incorporated to hold such businesses. The accounting requirements for reporting the Fortive Separation as a discontinued operation were met when the Fortive Separation was completed. In 2025, the Company recorded an income tax benefit of $14 million related to the release of previously provided reserves due to audit settlements and the expiration of statutes of limitations associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Fortive and Veralto common stock. entities. This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings.

Source: Item 7, 10-K 0000313616-26-000062 vs Item 7, 10-K 0000313616-25-000043

Accounting Policies 156 words changed in this paragraph; it is 60% similar to last year's version.
Government Assistance—The Company accounts for government assistance transactions by analogy to the grant accounting model in International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. The Company receives various forms of government assistance, primarily through grants related to the development of new products and the expansion of production capacity. During 2021, certain agencies of the U.S. government, including the Biomedical Advanced Research and Development Authority (“BARDA”) within the U.S. Department of Health and Human Services, agreed to finance an expansion of production capacity related to chromatography, liquid cell culture media, buffers and cell culture powder media and single-use consumables at certain of the Company’s Biotechnology businesses and the development of diagnostics testing technologies and the expansion of testing production capacity at certain of the Company’s Diagnostics businesses. The Company’s businesses may enter into similar agreements in the future. In consideration of this financing, There are instances whereby the U.S. government has certain rights, including rights with respect to the allocation of certain of the incremental production capacity associated with such expansion and/or rights in intellectual property produced with its financial assistance. The amount awarded pursuant to these grants in 2021 totaled $568 million In 2025, 2024 and is being paid over periods ranging from one year to four years. In 2024, 2023 and 2022, 2023, the Company recorded amounts related to these grants and other government assistance that offset operating expenses of $50 million, $43 million, $51 million and $49 $51 million, respectively, and purchases of property, plant and equipment of $107 million, $198 million, $136 million and $87 $136 million, respectively. Property, plant and equipment purchased using funds provided by governments are recorded net of government assistance.

Source: Item 8, Note 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000313616-26-000062 vs Item 8, Note 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000313616-25-000043

Legal Proceedings 138 words changed in this paragraph; it is 72% similar to last year's version.
In addition to environmental compliance costs, the Company from time to time incurs costs related to remedial efforts or alleged environmental damage associated with past or current waste disposal practices or other hazardous materials handling practices. For example, generators of hazardous substances found in disposal sites at which environmental problems are alleged to exist, as well as the current and former owners of those sites and certain other classes of persons, are subject to claims brought by state and federal regulatory agencies pursuant to statutory authority. The Company has received notification from the U.S. Environmental Protection Agency, and from state and non-U.S. environmental agencies, that conditions at certain sites where the Company and others previously disposed of hazardous wastes and/or are or were property owners require clean-up and other possible remedial action, including sites where the Company has been identified as a potentially responsible party under U.S. federal and state environmental laws. The Company has projects underway at a number of current and former facilities, in both the United States and abroad, to investigate and remediate environmental contamination resulting from past operations. Remediation activities generally relate to soil and/or groundwater contamination and may include pre-remedial activities such as fact-finding and investigation, risk assessment, feasibility study and/or design, as well as remediation actions such as contaminant removal, monitoring and/or installation, operation and maintenance of longer-term remediation systems. The Company is also from time to time party to personal injury, property damage or other claims brought by private parties alleging injury or damage due to the presence of, or exposure to, hazardous substances. The Company can also become subject to additional remedial, compliance or personal injury costs due to future events such as changes in existing laws or regulations, changes in agency direction or enforcement policies, developments in remediation technologies, changes in the conduct of the Company’s operations and changes in accounting rules.

Source: Item 3, via Note 17 – LITIGATION AND CONTINGENCIES, 10-K 0000313616-26-000062 vs Item 3, via Note 17 – LITIGATION AND CONTINGENCIES, 10-K 0000313616-25-000043

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of DHR's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-20. Each links to the text at sec.gov.

AddedRisk Factors
Our ability to grow revenues, earnings and cash flow at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies, and to make appropriate investments that support our long-term strategy. Over the past several years we have not

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
We rely on IT systems, some of which are provided and/or managed by third-parties, to collect, use, store, transfer and otherwise process electronic information (including sensitive data such as confidential business information and personal

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
In addition, any businesses or technologies that we acquire may exacerbate the risks set forth above, for example due to acquired vulnerabilities or threats that were unknown or were ineffectively managed.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
In addition, a significant number of countries where we operate have enacted privacy or data protection laws, rules and regulations, many of which have extraterritorial scope, with significant penalties for non-compliance. For example, failure to comply with the requirements of the GDPR and the applicable national data protection laws of the EU member states and other states subject to the GDPR may result in fines of up to €20 million or up to 4% of total worldwide annual turnover for the preceding financial year, whichever is higher, and other administrative penalties. Please see “Item 1. Business—Regulatory Matters” for additional information. Data privacy regulation and enforcement continues to evolve, with recent, increased focus on topics such as the use of AI, biometrics and surveillance technologies.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
Collectively, these tariffs increase the cost to us of supplies and components we import, which in turn has required and will require us to implement surcharges and/or increase the price of certain of our products, among other countermeasures; can increase the cost to our customers of certain of our finished goods, which together with the surcharges and price increases noted above can adversely impact demand for our products and our competitive positioning; could adversely impact the availability to us of certain products in certain countries and disrupt our supply chains, with related impacts to our operations; and could exacerbate inflation, diminish investment and result in broader negative impacts including increased political and economic instability and capital markets dislocation that may adversely impact demand for our products. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected. The full impact of the U.S. Supreme Court’s February 2026 ruling and the administration’s response remain uncertain, the U.S. may implement additional tariffs and other measures, further retaliatory tariffs and other retaliatory actions may follow and the risks and adverse effects noted above may increase. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the impact of these tariffs. Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedRisk Factors
regulations could adversely affect our business and financial statements.” Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our operations and business arrangements with third-parties comply with applicable laws and regulations also involves substantial costs.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
Danaher operates a diversified global supply chain and sources parts and materials globally. Since early 2025, the U.S. government has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs and other actions by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened by the U.S. and other countries, including tariffs in certain industry sectors. The U.S. and other countries continue to negotiate trade arrangements and tariff levels. In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs. In response, the administration announced plans to implement new tariffs under alternative statutory authority. The full impact of the U.S. Supreme Court’s ruling and the administration’s response remain uncertain; as of the date of this Annual Report, a number of tariffs issued by the United States and other countries remain in effect.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
Based on the tariffs enacted and in effect as of December 31, 2025 (the “enacted tariffs”), the Company incurred incremental tariff costs for 2025 of less than $300 million. These incremental costs reflect increased costs of parts and materials used by the Company to produce products, as well as increased costs the Company incurred on finished goods shipped to customers. The Company largely offset the 2025 operating profit impact of the enacted tariffs with manufacturing footprint changes, supply chain adjustments, surcharges and additional productivity and cost savings actions.

Read it in 10-K 2026-02-24 at sec.gov ↗

Show the other 10
AddedMD&A
To the extent the Company is unable to continue to largely offset the incremental cost from the enacted tariffs, enacted or threatened tariffs negatively impact future demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted. If delayed or additional tariffs are implemented, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
In addition to changes in trade policy, the U.S. government has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants. In addition, the U.S. government has changed the composition of and guidance from advisory panels on healthcare practices.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
The full impact of the matters noted above on the Company, our customers, end-users and business partners, the overall economy and capital markets remains uncertain. In 2026 within the Biotechnology segment, the Company is assuming that the Bioprocessing sales growth trend will be similar to 2025, including continued growth in consumables driven by monoclonal antibody demand and the Company’s product offerings across the biologics workflow. In the Life Sciences segment, the Company assumes a modest improvement in end markets in 2026 compared to 2025, but anticipates sales growth rates will remain below historical levels given the current macro environment. In the Diagnostics segment, the Company assumes higher sales growth in 2026 compared to 2025 as the Company moves past the peak of headwinds from policy changes in China.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
The year-over-year core sales increase in the segment was led by high-single digit increases in core sales in the bioprocessing business and was primarily driven by improved consumables demand from large pharmaceutical and CDMO customers, partially offset by lower year-over-year demand for equipment. Core sales in the discovery and medical business decreased year-over-year primarily due to lower demand for protein research equipment in the life science research end-market.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
As discussed in Note 10 to the accompanying Consolidated Financial Statements, during the third quarter of 2025, the Company reorganized and integrated certain businesses within its Life Sciences segment to better serve the Company’s customers in new market segments and to respond to current market conditions.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
During 2025, total segment sales remained flat, as the impact of currency exchange rates and acquisitions were offset by decreased core sales. The year-over-year decrease in total segment core sales was driven by declines in both consumables and equipment sales. Lower funding levels at emerging biotechnology customers and in the academic and government end-markets reduced demand for the segment’s products during the period. Geographically, the core sales decline was led by North America.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
On July 4, 2025, the OBBBA was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act (“TCJA”) provisions as well as international tax changes. The application of the OBBBA to the Company did not have a material impact on its financial statements during the year ended December 31, 2025.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
As further discussed in Note 3 to the accompanying Consolidated Financial Statements, on September 30, 2023 (the “Distribution Date”), the Company completed the separation (the “Veralto Separation”) of its former Environmental & Applied Solutions business by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Veralto Corporation (“Veralto”), the entity Danaher incorporated to hold such businesses. The accounting requirements for reporting the Veralto Separation as a discontinued operation were met when the Veralto Separation was completed. On July 2, 2016, the Company completed the separation (the “Fortive Separation”) of its former Test & Measurement segment, Industrial Technologies segment (excluding the product identification business) and the retail/consumer petroleum businesses by distributing to Danaher stockholders on a pro rata basis all of the issued and outstanding common stock of Fortive Corporation (“Fortive”), the entity the Company incorporated to hold such businesses. The accounting requirements for reporting the Fortive Separation as a discontinued operation were met when the Fortive Separation was completed. In 2025, the Company recorded an income tax benefit of $14 million related to the release of previously provided reserves due to audit settlements and the expiration of statutes of limitations associated with uncertain tax positions on certain of the Company’s tax returns which were jointly filed with Fortive and Veralto entities. This income tax benefit is included in earnings from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Earnings.

Read it in 10-K 2026-02-24 at sec.gov ↗

AddedMD&A
paper borrowings was approximately 2.5%. A hypothetical increase of this average by 100 basis points would have increased the Company’s 2025 interest expense by approximately $11 million.

Read it in 10-K 2026-02-24 at sec.gov ↗

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