What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-02-24 compared with 2025-02-25 · 34 added, 20 removed, 221 unchanged (20% of the section changed)

3 unchanged sentences

Our customers include pharmaceutical and biotechnology companies, laboratories, academic and research institutions, public health authorities, private healthcare organizations, doctors and government agencies.

Our quarterly revenue and results

of operations are highly dependent on the volume and timing of orders received during the quarter.

Our quarterly revenue and results of operations are highly dependent on the volume and timing of orders received during the quarter.

In addition, our revenues and earnings forecasts for future quarters are often based on the expected trends in our markets.

2 unchanged sentences

In addition, government funding is subject to economic conditions and the political process, which is inherently fluid and unpredictable.

R ecently announced and proposed changes in U.S.

funding and regulations have created a more cautious spending environment for our customers and could cause them to become more conservative with both instrumentation and consumable purchases due to funding and regulatory uncertainty.

Our revenues may be adversely affected if our customers delay or reduce purchases as a result of uncertainties surrounding the approval of government or industrial funding proposals or reductions in government funding.

Such declines could harm our consolidated financial position, results of operations, cash flows and trading price of our common st ock, and could limit our ability to sustain profitability.

Such declines could harm our consolidated financial position, results of operations, cash flows and trading price of our common stock, and could limit our ability to sustain profitability.

Our growth and profitability are subject to global economic and political conditions, and operational disruptions at our facilities.

2 unchanged sentences

Our business is also affected by local economic environments, including inflation, recession, financial liquidity, interest rates and currency volatility or devaluation.

Environmental events and political changes, including trade barriers and tariffs, and war or other conflicts, such as the current conflicts in Ukraine and the Middle East, some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location.

Environmental events and political changes, including trade barriers and tariffs, such as the recent tariffs announced or imposed on U.S.

trading partners and retaliatory measures threatened or imposed in response, and war or other conflicts, such as the current conflict in Ukraine, some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location.

While we take precautions to prevent production or service interruptions at our global facilities, a major earthquake, fire, flood, power loss or other catastrophic event that results in the destruction or delay of any of our critical business operations could result in our incurring significant liability to customers or other third parties, cause significant reputational damage or have a material adverse effect on our business, operating results or financial condition.

15 unchanged sentences

In developing new products, we may be required to make significant investments before we can determine the commercial viability of the new product.

If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of

products that do not lead to significant revenue.

If we fail to accurately foresee our customers’ needs and future activities, we may invest heavily in research and development of products that do not lead to significant revenue.

We may also suffer a loss in market share and potential revenue if we are unable to commercialize our technology in a timely and efficient manner.

31 unchanged sentences

• changes in the level of economic activity in regions in which we do business, including as a result of global health crises or pandemics,

• changes in trade policy applicable to the regions in which we do business,

• changes in trade policy applicable to the regions in which we do business, including changes in U.S.

trade policies or the imposition of higher tariffs on products being shipped into and from the U.S.,

• changes in general economic conditions or government funding,

2 unchanged sentences

• contract terminations, adverse litigation outcomes, and litigation costs,

• differing tax laws and changes in those laws (including the enactment by countries of the Organization for Economic Cooperation and Development (OECD) Base Erosion and Profit Shifting Pillar Two, which would impose a minimum corporate income tax rate of least 15%), or changes in the countries in which we are subject to taxation,

• differing tax laws and changes in those laws (including the enactment by countries of the Organization for Economic Cooperation and Development (OECD) Base Erosion and Profit Shifting Pillar Two, which would impose a minimum corporate income tax rate of at least 15%, subject to certain safe harbors), or changes in the countries in which we are subject to taxation,

• changes in our effective tax rate,

24 unchanged sentences

A prolonged inability to obtain certain raw materials, key components or other goods is possible and could have an adverse effect on our business operations, and could damage our relationships with customers.

In addition, global health crises or pandemics, changes in trade policy, wars, conflicts, or other changes in a country’s or region’s political or economic conditions, could have a significant adverse effect on our supply chain.

In addition, global health crises or pandemics, actual or threatened tariffs, wars, conflicts, or other changes in a country’s or region’s political or economic conditions, could have a significant adverse effect on our supply chain.

We are subject to the rules of the Securities and Exchange Commission requiring disclosure as to whether certain materials known as conflict minerals (tantalum, tin, gold, tungsten and their derivatives) that may be contained in our products are mined from the Democratic Republic of the Congo and adjoining countries.

As a result of these rules, we may incur

additional costs in complying with the disclosure requirements and in satisfying those customers who require that the components used in our products be certified as conflict-free, and the potential lack of availability of these materials at competitive prices could increase our production costs.

As a result of these rules, we may incur additional costs in complying with the disclosure requirements and in satisfying those customers who require that the components used in our products be certified as conflict-free, and the potential lack of availability of these materials at competitive prices could increase our production costs.

If we do not retain our key personnel, our ability to execute our business strategy will be limited.

13 unchanged sentences

In addition, security breaches of our information technology systems or cybercrime, resulting in inappropriate access to or inadvertent transfer of information or assets, could result in losses or misappropriation of assets, ransom demands by third parties, or unauthorized disclosure of confidential information belonging to us or to our employees, partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.

Uncertainties related to the development, deployment and use of AI to advance our product offerings and improve internal operations may result in harm to our business and reputation.

We are advancing AI across our product and service offerings, and we are in the initial phases of expanding AI into the core functions of our business.

The development and deployment of AI presents both risks and opportunities, and the implementation process could adversely impact the operations of our business as a whole.

AI algorithms utilized in the deployment may be flawed or based on datasets that are biased or insufficient, and do not adequately take into account the underlying nature of our business.

Failure to adequately train our employees during the deployment of AI could adversely impact our business or result in delays or errors in our offerings.

Our competitiveness could also be negatively impacted by our failure to timely develop or deploy AI in our products and services, particularly if our competitors are successful in AI advancements in their products and services.

The development of AI technology will require significant investment in resources and human capital and could increase our costs.

There is uncertainty related to the legal and regulatory landscape surrounding rapidly evolving AI technologies, particularly in the areas of cybersecurity, intellectual property, and privacy and data protection.

Failure to comply or appropriately respond to this developing landscape may result in increased legal liability, adverse regulatory action, or reputational damage.

Our results of operations will be adversely affected if we fail to realize the full value of our intangible assets.

3 unchanged sentences

All of our amortizing intangible assets are also evaluated for impairment should events occur that call into question the value of the intangible assets.

Adverse changes in our business, adverse changes in the assumptions used to determine the fair value of our reporting units, or the failure to grow our Life Sciences and Diagnostics segments may result in impairment of our intangible assets, which could adversely affect our results of operations.

Adverse changes in our business, adverse changes in the key valuation assumptions used to determine the fair value of our reporting units, or the failure to grow our Life Sciences and Diagnostics segments, could result in an impairment of our intangible assets, which could adversely affect our results of operations.

Risks Related to our Intellectual Property

3 unchanged sentences

Patent applications we file, however, may not result in issued patents or, if they do, the claims allowed in the patents may be narrower than what is needed to protect fully our products, processes and technologies.

The expiration of our previously issued patents may cause us to lose a competitive advantage in certain of the products and services we provide.

The expiration of our previously issued patents may cause us to lose a competitive advantage in certain of the products and

services we provide.

Similarly, applications to register our trademarks may not be granted in all countries in which they are filed.

29 unchanged sentences

We are subject to data privacy and information security laws and regulations that apply to the collection, transmission, storage and use of personally identifying information, which among other things, impose certain requirements relating to the privacy, security and transmission of personal information, including comprehensive regulatory systems in the United States, European Union and the United Kingdom.

The legislative and regulatory landscape for privacy and data protection continues to

evolve in jurisdictions worldwide, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business.

The legislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business.

Failure to comply with any of these laws or regulations could result in enforcement actions against us, including fines, claims for damages by affected individuals, damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.

6 unchanged sentences

In addition, legislative provisions relating to healthcare fraud and abuse, patient privacy violations and misconduct involving government insurance programs provide federal enforcement personnel with substantial powers and remedies to pursue suspected violations.

We believe that our business will continue to be subject to increasing regulation as the federal government continues to strengthen its position on healthcare matters, the scope and effect of which we cannot predict.

Increasing uncertainty in the United States regarding regulation in the healthcare space could subject our business to new or modified regulations.

If we fail to comply with applicable laws and regulations, we could suffer civil and criminal damages, fines and penalties, exclusion from participation in governmental healthcare programs, and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur liabilities from third-party claims, all of which could have a significant adverse effect on our business.

10 unchanged sentences

• longer payment cycles of foreign customers and timing of collections in foreign jurisdictions,

• trade protection measures including embargoes, sanctions and tariffs, such as the sanctions and other restrictions implemented by the United States and other governments on the Russian Federation and related parties in connection with the conflict in Ukraine,

• trade protection measures including embargoes, sanctions and tariffs, as well as the sanctions and other restrictions implemented by the United States and other governments on the Russian Federation and related parties in connection with the conflict in Ukraine,

• import or export licensing requirements and the associated potential for delays or restrictions in the shipment of our products or the receipt of products from our suppliers,

10 unchanged sentences

• differing regulatory requirements and changes in those requirements.

We cannot predict the scope, timing, or impact of threatened U.S.

tariffs on imports, the extent to which other countries may impose retaliatory trade restrictions, or the terms of future trade policy changes.

Tariffs implemented during fiscal year 2025 increased our cost of revenue by approximately $25 million and reduced our gross margin by approximately $20 million, primarily affecting products manufactured in Europe for the U.S.

While we have implemented mitigation strategies including manufacturing optimization, supplier collaboration, pricing adjustments, and temporary cost measures, these actions may not fully offset the impact of existing or future tariffs.

Additional tariffs or trade restrictions may materially and adversely affect our results of operations, financial condition, and competitive position.

Risks Related to our Debt

23 unchanged sentences

Any future indebtedness that we incur may include similar or more restrictive covenants.

Our failure to comply with any of the restrictions in our senior unsecured revolving credit facility, the 2026 Notes, the 2028 Notes, the 2029 Notes, the March 2031 Notes, the September 2031 Notes, the 2051 Notes, including our new senior unsecured revolving credit facility that was entered into in January 2025, or any future indebtedness may result in an event of default under those debt instruments, which

could permit acceleration of the debt under those debt instruments, and require us to prepay that debt before its scheduled due date under certain circumstances.

Our failure to comply with any of the restrictions in our new senior unsecured revolving credit facility that we entered into in January 2025, the 2026 Notes, the 2028 Notes, the 2029 Notes, the March 2031 Notes, the September 2031 Notes and the 2051 Notes, or any future indebtedness may result in an event of default under those debt instruments, which could permit acceleration of the debt under those debt instruments, and require us to prepay that debt before its scheduled due date under certain circumstances.

Risks Related to Ownership of our Common Stock

8 unchanged sentences

• changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, inflation, freight costs, commodity and equity prices and the value of financial assets, and

• changes to economic conditions arising from global health crises and pandemics, climate change, or from wars or conflicts.

• changes to economic conditions arising from global health crises and pandemics, climate change, trade policy or from wars or conflicts.

Dividends on our common stock could be reduced or eliminated in the future.

3 unchanged sentences

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