What changed in this filing

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Item 1A. Risk Factors

2026-02-26 compared with 2025-02-20 · 54 added, 49 removed, 239 unchanged (30% of the section changed)

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or other key markets, are unstable, that could adversely affect the business, results of operations and financial condition of the company and its customers, distributors, and suppliers, having the effect of:

• reducing demand for some of our products;

• reducing demand for some of our products and services;

• increasing the rate of order cancellations or delays;

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• creating longer sales cycles, and greater difficulty in collecting sales proceeds and slower adoption of new technologies.

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Economic, political, foreign currency and other risks associated with international sales and operations could adversely affect our results of operations.

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As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results.

In 2024, currency translation had an unfavorable effect of $0.08 billion on revenues due to the strengthening of the U.S.

In 2025, currency translation had a favorable effect of $0.37 billion on revenues due to the weakening of the U.S.

dollar relative to other currencies in which the company sells products and services.

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In addition, many of our employees, contract manufacturers, suppliers, job functions, outsourcing activities and manufacturing facilities are located outside the U.S.

Accordingly, our future results could be harmed by a variety of factors, including:

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• interruption to transportation flows for delivery of parts to us and finished goods to our customers;

Accordingly, our prior results have been and our future results could be harmed by a variety of factors, including:

• tariffs imposed by the U.S.

on goods from other countries and tariffs imposed by other countries, on certain U.S.

goods (including volatility resulting from the imposition of (and changing policies around) tariffs and related countermeasures);

• interruption to transportation flows for delivery of raw materials or parts to us and finished goods to our customers;

• changes in a specific country's or region's political, economic, social or other conditions;

• changes in diplomatic and trade relationships, including new tariffs, trade protection measures, import or export licensing requirements, trade embargoes and sanctions and other trade barriers;

• tariffs imposed by the U.S.

on goods from other countries and tariffs imposed by other countries on U.S.

goods, including the tariffs adopted by the U.S.

government on various imports from China and by the Chinese government on certain U.S.

• the impact of public health emergencies, pandemics, epidemics or other health outbreaks on the global economy, such as the COVID-19 pandemic;

• the impact of public health emergencies, pandemics, epidemics or other health outbreaks on the global economy;

• uncertainties regarding the collectability of accounts receivable;

• Chinese regulations requiring the use of local suppliers, which compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers;

• the imposition of governmental controls;

• diverse data privacy and protection requirements;

• diverse data privacy, protection and localization requirements;

• supply interruptions, which could disrupt our ability to produce our products;

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Demand for some of our products depends on capital spending policies of our customers and on government funding policies.

Our customers include pharmaceutical and chemical companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions.

Many factors, including public policy spending priorities, available resources, and product and economic cycles, have a significant effect on the capital spending policies of these entities.

Our customers include pharmaceutical and biotechnology companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions.

Many factors, including public policy spending priorities such as national procurement initiatives, available resources, cost reimbursement policies, and product and economic cycles, have had and we expect to have a significant effect on the capital spending policies of these entities.

Spending by some of these customers fluctuates based on budget allocations and the timely passage of the annual federal budget.

An impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending.

In October 2025, the federal government entered a shutdown due to a lapse in appropriations, resulting from an inability by Congress to pass a budget or continuing resolution.

A similar impasse in federal government budget decisions could lead to substantial delays or reductions in federal spending.

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We are subject to risks associated with public health emergencies, pandemics, epidemics, or other health outbreaks.

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Our ability to continue to manufacture products is highly dependent on our ability to maintain the safety and health of our factory employees.

The ability of our employees to work may be significantly impacted by future epidemics and pandemics.

The ability of our employees to work may be significantly impacted by future epidemics and pandemics, including their residual effects.

Business Risks

We must develop new products, adapt to rapid and significant technological change, respond to introductions of new products by competitors and maintain quality to remain competitive.

Our growth strategy includes significant investment in and expenditures for product development.

We sell our products in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards.

Competitive factors include technological innovation, including the increased adoption and use of artificial intelligence, price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers.

Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can.

We must develop new products, adapt to rapid and significant technological change, respond to introductions of new products and services by competitors and maintain quality to remain competitive.

Our growth strategy includes significant investment in and expenditures for product and service development.

We sell our products and services in several industries that are characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements and evolving industry standards.

Competitive factors include technological innovation, including the timely, responsible and effective adoption of emerging technologies (such as AI), price, service and delivery, breadth of product line, customer support, e-business capabilities and the ability to meet the special requirements of customers.

Our competitors may adapt more quickly to new technologies and changes in customers’ requirements than we can, and may achieve cost or quality advantages that we cannot match.

Without the timely introduction of new products, services and enhancements, our products and services will likely become technologically obsolete over time, in which case our revenues and operating results would suffer.

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Many of our existing products and those under development are technologically innovative and require significant planning, design, development and testing at the technological, safety, quality, product and manufacturing-process levels.

Our customers use many of our products to develop, test and manufacture their own products.

As a result, we must anticipate industry trends and develop products in advance of the commercialization of our customers’ products.

Many of our existing products and services and those under development are technologically innovative and require significant planning, design, development and testing at the technological, safety, quality, product and manufacturing-process levels.

Our customers use many of our products and services to develop, test and manufacture their own products.

As a result, we must anticipate industry trends and develop products and services in advance of the commercialization of our customers’ products.

For example, we are incorporating AI and machine learning technologies into our products, services and internal processes.

Failure to keep pace with rapid developments in AI technologies could adversely affect our competitive position and results of operations.

If we fail to adequately develop products or predict our customers’ needs and future activities, we may invest heavily in research and development of products and services that do not lead to significant revenues.

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• combining sales and marketing operations in appropriate markets to compete more effectively;

• finding new markets for our products;

• finding new markets for our products and services;

• continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.

We may not be able to successfully implement these strategies, and these strategies may not result in the expected growth of our business.

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Because we compete directly with certain of our larger customers and product suppliers, our results of operations could be adversely affected in the short term if these customers or suppliers abruptly discontinue or significantly modify their relationship with us.

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Moreover, we have acquired many companies and businesses.

As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily tradenames) on our balance sheet, which amount to approximately $45.85 billion and $1.24 billion, respectively, as of December 31, 2024.

As a result of these acquisitions, we recorded significant goodwill and indefinite-lived intangible assets (primarily trade names) on our balance sheet, which amount to approximately $49.36 billion and $1.23 billion, respectively, as of December 31, 2025.

In addition, we have definite-lived intangible assets totaling $14.60 billion as of December 31, 2025.

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If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets.

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Operational Risks

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If these or other suppliers encounter financial, operating or other difficulties, or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply.

The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, sanctions and trade restrictions, natural disasters, pandemic health issues, geopolitical developments, war, terrorist actions, governmental actions and legislative or regulatory changes.

The supply chains for our businesses could also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability or increased cost of key raw materials or commodities, such as energy, and external events such as global economic downturns and macroeconomic trends, sanctions and trade restrictions, natural disasters, pandemic health issues, geopolitical developments, war, terrorist actions, cybersecurity incidents including but not limited to ransomware attacks, misuse of AI and machine learning technologies, governmental actions and legislative or regulatory changes.

Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies.

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We use a risk-based approach to implementing security controls, reviewing the security controls of certain key business partners and third-party service providers and conducting due diligence on companies we propose to acquire.

Despite our efforts, any particular system we operate or use may be susceptible to compromise of a vulnerability or a privileged account, damage or interruption from natural disasters, power loss, telecommunication failures, data center failure, third party provider failures (including failures at cloud services), hardware and software failures, human error or sabotage, terrorist attacks, geopolitical events, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems and access our information.

We and our third-party providers experience cyber-attacks and other attempts to gain unauthorized access to our products, services, and systems and data on a regular basis, and we anticipate continuing to be subject to such attempts as cyber-attacks become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of artificial intelligence.

Despite our efforts, any particular system we operate or use may be susceptible to compromise of a vulnerability or a privileged account, damage or interruption from natural disasters, power loss, telecommunication failures, data center failure, third party provider failures (including failures at cloud services), hardware and software failures, improper or unauthorized use of AI, human error or sabotage, terrorist attacks, geopolitical events, computer hackers, computer viruses, ransomware, phishing, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems and access our information.

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become increasingly sophisticated and more difficult to predict and protect against, particularly with the advancement of AI.

Despite our and our third-party providers’ implementation of security measures, our products, services, and systems and data, are vulnerable to cyber-attacks, data breaches, malware, inadvertent error, disruptions, tampering or other theft or misuse, including by employees, contingent workers, malicious actors, or nation-states or their agents.

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We have in the past, and may in the future, have difficulty in attracting and retaining such talent.

Our success in doing so is largely dependent upon various factors, including a highly competitive market, sought-after skills, management changes, competitor recruitment, and maintaining an attractive workplace culture (including where there is high demand for new products, services, and technologies, such as related to AI).

Macroeconomic shifts such as increased competition for employees and wage inflation, have previously and could in the future affect our talent retention, turnover rates and operational costs.

We cannot ensure that we will be able to hire or retain the personnel necessary for our operations or that the departure of any personnel will not have a material impact on our financial condition and results of operations.

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We may incur unexpected costs from increases in fuel and raw material prices, which could reduce our earnings and cash flows.

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Moreover, these types of events could negatively impact customer spending in the impacted regions or depending upon the severity, globally, which could also adversely impact our operating results.

Increasing attention to environmental, social and governance matters may impact our business, financial results, stock price or reputation.

We face increasing scrutiny from stakeholders related to our environmental, social and governance practices and disclosures.

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Increasing attention to sustainability matters may impact our business, financial results, stock price or reputation.

We face increasing scrutiny from stakeholders related to our sustainability practices and disclosures.

Investor advocacy groups, certain institutional investors, lenders, investment funds and other influential investors are also increasingly focused on such practices and related disclosures and in recent years have placed increasing importance on the implications and social cost of their investments.

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Changes in the U.S.

Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products, and increased FDA regulation of

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laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.

Food and Drug Administration’s (the FDA) regulation of the drug discovery and development process could have an adverse effect on the demand for these products, and increased FDA regulation of laboratory-developed tests could delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory controls.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenues associated with these customers.

We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.

We have agreements relating to the sale of our products and services to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.

The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts.

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In addition, such problems or failures could subject us to litigation claims, including claims from our customers for reimbursement for the cost of lost or damaged active pharmaceutical ingredients, the cost of which could be significant.

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A violation of data privacy or data protection laws could adversely harm our operating results and financial condition, damage our reputation or otherwise materially harm our business.

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In some cases, there are restrictions on the transfer of personal data outside the home country.

More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of artificial intelligence, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.

More recently, privacy and data protection regulators are paying special attention to emerging issues linked to new digital technologies, such as the use of AI, biometrics, and surveillance technologies, which pose unique challenges to existing privacy and data protection paradigms.

For example, in the U.S., individual states regulate data breach and security requirements, and multiple governmental bodies assert authority over aspects of the protection of personal privacy.

European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU General Data Protection Regulation imposes significantly stricter requirements in how we collect and process personal data.

European laws require us to have an approved legal mechanism to transfer personal data out of Europe, and the EU GDPR imposes significantly stricter requirements in how we collect and process personal data.

Several countries, such as China, have passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions.

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The importance of privacy and data protection laws, rules and regulations for our industry specifically is constantly growing, as personal data is an integral part of doing business in our sectors, and the legal standards are evolving and becoming more complex worldwide.

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We are subject to product and other liability risks for which we may not have adequate insurance coverage.

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Failure by us or by our customers to comply with the requirements of these regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities.

In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients or personal injury, as well as ongoing remediation and increased compliance costs, any or all of which could be significant.

In addition, such a failure could expose us to contractual or product liability claims, contractual claims

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from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients or personal injury, as well as ongoing remediation and increased compliance costs, any or all of which could be significant.

We are the sole manufacturer of a number of pharmaceuticals for many of our customers and a negative regulatory event could impact our customers’ ability to provide products to their customers.

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Foreign Corrupt Practices Act, the U.K.

Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government

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officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.

Bribery Act 2010 and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree.

Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the U.S.

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We also rely on our suppliers to adhere to our supplier standards of conduct, and material violations of such standards of conduct could occur that could have a material effect on our business, reputation and financial statements.

Improper or unauthorized use of AI by our employees or third parties working on our behalf could create additional risks, including exposure of confidential information, errors in output, or the generation of inaccurate, misleading or biased results, which could negatively impact our customers, stakeholders and reputation.

In addition, any allegations of issues resulting from the misuse of our products could, even if untrue, adversely affect our reputation and our customers’ willingness to purchase products from us.

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Any issued patents owned by or licensed to us may be challenged, invalidated or circumvented, and the rights under these patents may not provide us with competitive advantages.

The integration of AI, including generative AI, into our products, services or internal operations may expose us to increased risks of intellectual property infringement or misappropriation.

In addition, competitors may design around our technology or develop competing technologies.

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In addition, our trade secrets may otherwise become known or be independently developed by our competitors.

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We also depend in part on our trademarks and the strength of our proprietary brands, which we consider important to our business.

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In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”).

While it is uncertain whether the United States will enact legislation to adopt the Pillar Two rule, numerous countries have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of the Pillar Two rules effective January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025.

The OECD and implementing countries are expected to continue

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to make further revisions to their legislation and release additional guidance.

As of December 31, 2025, numerous countries where we operate have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of the Pillar Two rules.

The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance.

We are closely monitoring developments of the Pillar Two rule and are currently evaluating the potential impacts in each of the countries in which we operate;

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Also, an acceleration of the debt under certain of our debt instruments would trigger an event of default under other of our debt instruments.

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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