What changed in this filing

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Item 1A. Risk Factors

2026-08-21 compared with 2025-08-25 · 36 added, 33 removed, 478 unchanged (13% of the section changed)

61 unchanged sentences

In recent years, the budgeting process has often not been completed by October 1st, which has required the temporary extension of funding authority.

This in turn can and has resulted in temporary Government shutdowns, causing delays in procurements and contract awards.

Because the provision of appropriated funds is undertaken on an annual basis and subject to budgetary rules and requirements, there can be disruptions to federal funding of current and future procurements.

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If our effective tax rates were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition and operating results could be materially adversely affected.

The conflict between Russia and Ukraine and the related implications may negatively impact our operations.

In February 2022, Russia invaded Ukraine.

As a result, the U.S.

and certain other countries have imposed sanctions on Russia and could impose further sanctions that could damage or disrupt international commerce and the global economy.

It is not possible to predict the broader or longer-term consequences of this conflict or the sanctions imposed to date, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.

Such geopolitical instability and uncertainty could have a negative impact on our ability to sell to, ship products to, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could increase the costs, risks and adverse impacts from supply chain and logistics challenges.

As a result of the conflict between Russia and Ukraine, there is also an increased likelihood of cyber-attacks or cybersecurity incidents that could either directly or indirectly impact our operations.

Any attempts by cyber-attackers to disrupt our information systems or the information systems of our vendors, if successful, could harm our business, result in the misappropriation of funds, be expensive to remedy, and damage our reputation or brand.

We have certain research and development activities within Ukraine for our Healthcare division which have been somewhat impacted and while we expect the impacts of conflict between Russia and Ukraine to continue to have an effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

Geopolitical instability and conflicts in the Middle East could adversely affect our operations, supply chain, and financial performance.

Ongoing military conflict and political instability in the Middle East have created heightened uncertainty in global markets.

Escalating hostilities in the region, including disruptions affecting key shipping lanes and energy-producing areas, may result in increased transportation costs, longer transit times, or interruptions in the availability of critical materials.

These conditions could impair our ability to fulfill customer orders and maintain normal production schedules and could disrupt customer operations, procurement activities, and project timing.

In addition, conflict-related volatility in global oil and gas markets may lead to higher input costs, inflationary pressure, and reduced customer demand in certain end markets.

If the conflict expands geographically or intensifies, governments may impose new sanctions, export controls, or other regulatory restrictions that limit our ability to transact with certain suppliers, customers, or financial institutions.

We also rely on third-party logistics providers and carriers that operate in or near affected regions.

Any disruption to their operations—including port closures, airspace restrictions, or rerouting of vessels—could materially affect our delivery timelines and cost structure.

Because the duration and outcome of the conflict are uncertain, we may experience additional unforeseen impacts.

Any of these factors, individually or collectively, could materially and adversely affect our business, financial condition, and results of operations.

We cannot predict the consequences of current or future geopolitical events, but they may adversely affect the markets in which we operate and our results of operations.

Ongoing instability and current conflicts in global markets, and the potential for other conflicts and future terrorist activities and other recent geopolitical events throughout the world, including the ongoing conflict between Russia and Ukraine, the ongoing conflict in the Middle East and its regional effects, and increased tensions in Asia, have created and may continue to create economic and political uncertainties and impacts that could have a material adverse effect on our business, operations, and profitability.

Ongoing instability and current conflicts in global markets, and the potential for other conflicts and future terrorist activities and other recent geopolitical events throughout the world, including the ongoing conflict between Russia and Ukraine and in the Middle East and its regional effects, and increased tensions in Asia, have created and may continue to create economic and political uncertainties and impacts that could have a material adverse effect on our business, operations, and profitability.

These types of matters cause uncertainty in financial markets and may significantly increase the political, economic and social instability in the geographic areas in which we operate.

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Government agencies and the agencies of many other governments with which we contract can terminate their contracts with us for convenience, and in that event, we generally may recover only our incurred costs and expenses on the work completed prior to termination.

If an agency terminates a contract with us for default, we may be denied any recovery and may be liable for excess costs

incurred by the agency in procuring undelivered items from an alternative source.

Decisions by an agency to terminate one of our contracts for default could negatively affect our ability to win future awards not only from such agency, but also from other government agencies and commercial customers, many of whom evaluate past performance, or are required to review past performance information, when making their procurement decisions.

If an agency terminates a contract with us for default, we may be denied any recovery and may be liable for excess costs incurred by the agency in procuring undelivered items from an alternative source.

Decisions by an agency to terminate one of our contracts for default could negatively affect our ability to win future awards not only from such agency, but also from other government

agencies and commercial customers, many of whom evaluate past performance, or are required to review past performance information, when making their procurement decisions.

Government agencies may also initiate civil False Claims Act litigation against us based on allegations related to our performance of contracts for the U.S.

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and (xi) compliance with export control and anticorruption legislation.

In 2025, the U.S.

government announced the imposition of additional tariffs on certain goods imported from numerous countries.

Multiple nations responded with reciprocal tariffs and other trade actions.

The recent enactment of tariffs by the U.S.

The enactment of tariffs by the U.S.

Government, along with the unpredictability of the rates and other potential actions that may be taken by the U.S.

government and foreign governments (including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and counter sanctions, safeguards or customs restrictions) may materially increase our costs and reduce our margins.

Government and foreign governments (including trade restrictions, new or increased tariffs or quotas, reciprocal tariffs, embargoes, sanctions and counter sanctions, safeguards or customs restrictions) may materially increase our costs and reduce our margins.

These actions may also lead to higher pricing for our products, potentially reducing consumer demand and impacting our sales.

We are actively monitoring the impact of any tariffs that become effective, as well as potential retaliatory actions by other countries.

We are currently taking actions to mitigate this cost pressure, including accelerating, increasing or canceling inventory, further diversifying suppliers and re-sourcing to countries with lower tariffs, working with longstanding factory partners to reduce costs, identifying further cost reductions across our business and planning for

strategic price increases.

However, there can be no assurance that we will be able to implement any strategies in a timely fashion, that these measures will be successful, or that they will offset the negative impact of the tariffs and other government actions on our business.

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Any adverse event involving our products, whether in the United States or abroad, could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection, mandatory recall, orders of repair, replacement or refund or other enforcement action.

Any corrective action, whether

voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital and may harm our reputation and financial results.

Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital and may harm our reputation and financial results.

We rely on third parties and our own systems for interaction with our customers and suppliers and employees, and a failure of a key information technology system, process or site or any other failure or interruption in the services provided by these third parties or our own systems could have a material adverse impact on our ability to conduct business.

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We may be subject to cyber-attacks and breaches of the information technology systems we use for these purposes.

Experienced programmers and hackers may be able to penetrate our network and application security and misappropriate or compromise our confidential information or that of third parties, create system disruptions, or cause shutdowns.

Hackers may also be able to develop and deploy viruses, worms, malware, ransomware and other malicious software programs that attack our systems or otherwise exploit security vulnerabilities in our systems or products.

In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacturing, including “bugs” and other problems that could unexpectedly interfere with the operation of our systems or products.

Threat actors may be able to penetrate our network and application security and misappropriate or compromise our confidential information or that of third parties, create system disruptions, or cause operational harm.

Hackers may also be able to deploy viruses, worms, malware, ransomware and other malicious software programs that attack our systems or otherwise exploit security vulnerabilities in our systems or products.

In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacturing, including “vulnerabilities,” “bugs” and other problems that could unexpectedly interfere with the operation of our systems or products.

Cyber-threats vary in technique, are persistent, frequently change, and increasingly are more sophisticated, targeted, and difficult to detect or prevent.

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We are likely to face attempted cyber-attacks in the future.

Cyber threat activity is expected to accelerate as adversaries increasingly leverage AI to enhance attack sophistication and scale.

Accordingly, we may be vulnerable to losses associated with the improper functioning, security breach, or unavailability of our information systems as well as any systems used in acquired operations.

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As further discussed in Note 8, we amended and extended our credit facility in July 2025.

Shares of our common stock issuable upon conversion of the 2.25% Convertible Senior Notes due 2029 (the “2029 Notes”) may dilute the ownership interest of our stockholders or may adversely affect the market price of our common stock.

The conversion of the 2029 Notes may dilute the ownership interests of our stockholders.

Shares of our common stock issuable upon conversion of the 2.25% Convertible Senior Notes due 2029 (the “2029 Notes”) or the 0.50% Convertible Senior Notes due 2031 (the “2031 Notes”), collectively the “Notes”, may dilute the ownership interest of our stockholders or may adversely affect the market price of our common stock.

The conversion of any portion of the Notes may dilute the ownership interests of our stockholders.

Upon conversion of the Notes, the default settlement method is a combination settlement with a specified dollar amount of $1,000 per $1,000 principal amount of notes and shares of our common stock as described in Note 8.

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In addition, the shares underlying the Notes will be reflected in our diluted earnings per share using the “if converted” method.

Under that method, the underlying equity component of the 2029 Notes will have a net impact on diluted earnings per share when the average price of our common stock exceeds the conversion price of $191.98 because the principal amount of the 2029 Notes will be settled in cash upon conversion,, then we will calculate our diluted earnings per share assuming that all of the 2029 Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess.

Under that method, the potential common shares issuable upon conversion of the Notes will have a net impact on diluted earnings per share when the average price of our common stock exceeds the conversion price because the principal amount of the Notes will be settled in cash upon conversion, then we will calculate our diluted earnings per share assuming that all of the Notes were converted at the beginning of the reporting period and that we issued shares of our common stock to settle the excess.

The after-tax interest expense associated with the Notes will not be added back to the numerator of the diluted earnings per share calculation for these purposes.

13 unchanged sentences

Delays by the U.S.

Department of Homeland Security in granting coverage and in our ability to meet the evolving standards of the SAFETY Act application process has and may in the future continue to result in coverage limitations for our products and services.

Department of Homeland Security in granting coverage and in our ability to meet the evolving standards

of the SAFETY Act application process has and may in the future continue to result in coverage limitations for our products and services.

If we fail to maintain SAFETY Act protections for each of our product models, options, offerings, software and services, or fail to apply in a timely way for coverage for new products, models, and services as we acquire or introduce them, or if the U.S.

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HIPAA and the regulations that have been issued under it contain substantial restrictions and complex requirements with respect to the use and disclosure of certain individually identifiable health information, referred to as “protected health information”.

Any failure or perceived failure of our Company or our products to meet HIPAA standards and related regulatory requirements could expose us to certain notification, penalty, and enforcement risks, damage our reputation, and adversely affect demand for our products and force us to expend significant capital and other resources to address the privacy and security requirements of HIPAA.

Any failure or perceived failure of our Company or our products to meet HIPAA standards and related regulatory requirements could expose us to certain notification, penalty, and enforcement

risks, damage our reputation, and adversely affect demand for our products and force us to expend significant capital and other resources to address the privacy and security requirements of HIPAA.

In addition, there are other federal laws that include specific privacy and security obligations for certain types of health information and impose additional sanctions and penalties.

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Our products may not obtain any necessary foreign clearances on a timely basis, or at all.

Once any of our patient monitoring, cardiology and remote monitoring, or connected care systems is cleared for sale, regulatory authorities may still limit the use of such product, prevent its sale or manufacture or require a recall or withdrawal of such product from the marketplace.

the marketplace.

Following initial clearance from regulatory authorities, we continue to be subject to extensive regulatory requirements.

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Our failure to comply with applicable foreign regulatory requirements, including those administered by authorities of the EEA countries, could result in enforcement actions against us and impair our ability to market products in the EEA in the future.

Any changes to the membership of the EU, such as the departure of the United Kingdom under Brexit, may impact the regulatory requirements for

impacted countries and impair our business operations and our ability to market products in such countries.

Any changes to the membership of the EU, such as the departure of the United Kingdom under Brexit, may impact the regulatory requirements for impacted countries and impair our business operations and our ability to market products in such countries.

For further discussion of the EU MDR, see Part I, Item 1, “Business - Regulation of Medical Devices.”

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Further, increased focus on ESG issues may result in new regulations or third-party requirements that could materially and adversely impact our business or result in certain stockholders reducing or eliminating their holdings of our common stock.

In addition, regulators, including the European Union and the State of California, have adopted, or are considering adopting, regulations regarding ESG matters, including, but not limited to, climate change-related matters.

Such regulatory approaches are not uniform, which may increase the cost and complexity of compliance.

Addressing stakeholder expectations, including regulations, entails costs and any failure to successfully navigate such expectations may result in reputational harm, loss of customers or contracts, potential regulatory or investor engagement, or other adverse impacts to our business.

General Risks

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors