Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 28, 2025. A box jumps to the paragraph as filed, below.
7 paragraphs in Risk Factors of the 10-K filed Feb 27, 2026 with nothing like them in the 10-K filed Feb 28, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
could harm our business by discouraging customers’ selection of, and reducing the prices they are willing to pay for, our products.
$150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”), as adjusted annually for inflation.
The strategic transformation that we are currently implementing may not have the intended results and may be harmful to our business.
In February 2025, we announced our intention to undertake a strategic transformation of the organization. In accordance with this strategy, on December 9, 2025, with the simultaneous execution of definitive agreements to sell our Acute Care and Interventional Urology businesses to Intersurgical® Ltd and the OEM business to Montagu and Kohlberg (collectively referred to as the "Strategic Divestitures"). The combined transaction total of Strategic Divestitures is $2.0 billion in cash, consisting of expected proceeds of approximately $1.5 billion for our OEM business and $530 million for our Acute Care and Interventional Urology businesses. Both transactions, which were approved by our Board of Directors, remain subject to certain closing adjustments, customary regulatory approvals and other closing conditions and are expected to be completed in the second half of 2026.
However, we can make no assurance that the announced transactions will be consummated on the timeframe contemplated or at all. We will face significant challenges in connection with first consummating, and then managing our business following the Strategic Divestitures. These challenges include, without limitation, obtaining the regulatory approvals necessary for, and satisfying the closing conditions to, the transactions, and the diversion of management’s attention from ongoing business concerns to completing the transactions. Then, both in the period before the transactions are consummated and thereafter, when we are operating a modified business, we may face
countries in retaliation, or the impact, if any, that any policy changes could have on our business. Any of the foregoing could have a material adverse effect on our financial condition, results of operations or cash flows.
On January 8, 2026, we announced that Stuart Randle, a member of our board of directors, has been appointed Interim President and Chief Executive Officer, succeeding our prior Chairman, President and CEO, and that Dr. Stephen Klasko, at that time our Lead Director, has been named Chairman of the Board. We also announced that the board has engaged a leading executive search firm to assist in a comprehensive search process to identify a permanent CEO. There are a number of risks associated with a CEO transition, any of which may harm us. The market for such positions is competitive, and qualified individuals are in high demand. If we are unable to identify a strong candidate for the position, or if our replacement CEO, interim or permanent, is unsuccessful at leading our company or is unable to articulate and execute our strategy and vision, it could have a material adverse effect on our business, financial condition, results of operations and cash flows. With the change in leadership, there is a risk to retention of other members of our senior management team, as well as to continuity of business initiatives, plans, and strategies through the transition period and if we are unable to execute an orderly transition, our business may be adversely affected.
New in the latest 10-Q
16 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 6, 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.
(1) Includes adjustments in our reserves related to the Italian payback measure pertaining to prior years (see Note 14 for additional information).
Read in the 10-Q
(2) Income tax expense for the three and nine months ended September 30, 2026 includes a deferred tax benefit of $ 78.8 million, related to a prior impairment of certain intangible assets, arising from a change in tax status of an entity which occurred in connection with the Strategic Divestitures.
Read in the 10-Q
Additionally, during the third quarter we entered into an accelerated share repurchase program to repurchase an aggregate of $ 250.0 million of our common stock. Under this agreement, 1.4 million shares of common stock, representing 80 % of the $ 250.0 million aggregate, were delivered and included in treasury stock during the three months ended September 30, 2026. The initial shares received were calculated based on a price per share of $ 138.89, which was the closing share price of our common stock on August 6, 2026. Final settlement under the agreement occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $ 129.43, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
Read in the 10-Q
Commencing on July 1, 2026, the first day of the third quarter, through the date of this report, we repurchased 2.7 million shares of our common stock for $ 350.0 million (average price of $ 128.96 per share). Commencing on January 1, 2026 through the date of this report, we repurchased 4.6 million shares for $ 600.0 million (average price of $ 129.74 per share). In each case, the activity reflects both the open market transactions and the accelerated share repurchase program described above.
Read in the 10-Q
(1) The effective income tax rates for the three and nine months ended September 30, 2026 represent income tax expense. The effective income tax rates for the three and nine months ended September 28, 2025 represent an income tax benefit.
Read in the 10-Q
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”). Following that ruling, the U.S. government established a process for submitting refund requests for tariffs that had been collected under IEEPA, and we submitted several
Read in the 10-Q
such requests. During the third quarter of 2026, we received approval and payment for substantially all of our submitted refund requests and recognized a benefit of $ 25.3 million within continuing operations, which reduced cost of goods sold in the condensed consolidated statements of income for the three and nine months ended September 30, 2026. Including refunds related to products associated with the Strategic Divestitures, total refund payments were $ 39.2 million. The $ 13.9 million related to the Strategic Divestitures was recorded within discontinued operations.
Read in the 10-Q
During the third quarter of 2026, our chief operating decision maker changed the way he reviews financial information for purposes of assessing business performance and allocating resources from a geographically based business unit presentation to a product based business unit presentation. As a result, we now have the following three reportable segments: Vascular, Interventional and Surgical, which are consistent with our identified reporting units. Additionally, our chief operating decision maker now evaluates segment operating profit using a revised measure that differs from the prior measure, which, amongst other changes, no longer includes certain shared logistics and distribution costs. All prior comparative periods presented have been recast to conform to the current period presentation. These changes in methodology have no impact on our consolidated financial results.
Read in the 10-Q
Additionally, because of the change to each of our reporting units, we reallocated the goodwill balances based on the relative fair values of the reporting units and performed goodwill impairment analyses on our reporting units both before and after the reallocation. We did not record any goodwill impairment charges as a result of these analyses.
Read in the 10-Q
Separately, the Acute Care and IU businesses sale is currently anticipated to be completed by the end of 2026. However, timing remains subject to the regulatory process and other customary closing conditions, and closing may extend into 2027. Upon closing, we expect to receive gross cash proceeds of approximately $530 million, subject to certain working capital and other customary adjustments and transaction costs.
Read in the 10-Q
During the third quarter of 2026, our chief operating decision maker changed the way he reviews financial information for purposes of assessing business performance and allocating resources from a geographically based business unit presentation to a product based business unit presentation. As a result, we now have the following three reportable segments: Vascular, Interventional and Surgical, which are consistent with our identified reporting units. Additionally, our chief operating decision maker now evaluates segment operating profit using a revised measure that differs from the prior measure, which, amongst other changes, no longer includes certain shared logistics and distribution costs. All prior comparative periods presented have been recast to conform to the current period presentation. These changes in methodology have no impact on our consolidated financial results.
Read in the 10-Q
Additionally, because of the change to each of our reporting units, we reallocated the goodwill balances based on the relative fair values of the reporting units and performed goodwill impairment analyses on our reporting units both before and after the reallocation. The estimated fair value of all three reporting units exceeded their carrying value, and no impairment was recorded. The estimated fair value of each reporting unit is sensitive to changes in key assumptions, including projected revenue growth, operating margin and discount rate. The estimated fair value of our Interventional reporting unit exceeded its carrying value by approximately 15%. A hypothetical 1% increase in our discount rate estimate, holding other assumptions constant, would reduce the excess of fair value over carrying value of the Interventional reporting unit to less than 5%. Adverse changes in these assumptions or in market conditions could result in an impairment charge in a future period.
Read in the 10-Q
scope and durability of these replacement tariffs remain uncertain and subject to ongoing legal, regulatory and administrative developments.
Read in the 10-Q
(1) The effective income tax rates for the three and nine months ended September 30, 2026 represent income tax expense. The effective income tax rates for the three and nine months ended September 28, 2025 represent an income tax benefit.
Read in the 10-Q
Additionally, during the third quarter, we entered into an accelerated share repurchase program to repurchase an aggregate of $250.0 million of our common stock. Under this agreement, 1.4 million shares of common stock, representing 80% of the $250.0 million aggregate, were delivered and included in treasury stock during the three months ended September 30, 2026. The initial shares received were calculated based on a price per share of $138.89, which was the closing share price of our common stock on August 6, 2026. Final settlement under the agreement occurred on October 7, 2026, at which time we received 0.5 million additional shares of common stock. The total shares received were calculated based on a price per share of $129.43, which was based on volume-weighted average prices of our common stock during the accelerated share repurchase period less a discount.
Read in the 10-Q
Commencing on July 1, 2026, the first day of the third quarter, through the date of this report, we repurchased 2.7 million shares of our common stock for $350.0 million (average price of $128.96 per share). Commencing on January 1, 2026 through the date of this report, we repurchased 4.6 million shares for $600.0 million (average price of $129.74 per share). In each case, the activity reflects both the open market transactions and the accelerated share repurchase program described above.
Read in the 10-Q
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 27, 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).
Text on the page, not a score; each links to the filing at sec.gov.
Two-word phrases in Risk Factors of the 10-K filed Feb 27, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 28, 2025
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
7 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
10-K change: what was reworded or cut, section by section.
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/TFX/export.csv") into a cell.
