DHR 10-K & 10-Q changes, risk factors and insider trading

Our business is sensitive to general economic conditions, such as the elevated inflation and interest rates that have been experienced in domestic and international markets in recent years as well as the marketpolicy disruptions and uncertainties that have followed the recent2025 change in administration in the U.S..U.S. Our operational costs, including the cost of energy, materials, labor, distribution and our other operational and facilities costs are subject to market conditions, including inflationary pressures. In addition to inflation and interest rates, slower economic growth in the domestic and/or international markets, actual or anticipated default on sovereign debt, volatility in the currency and credit markets, high levels of unemployment or underemployment, labor availability constraints, reduced levels of capital expenditures, changes or anticipation of potential changes in government trade, fiscal, tax and monetary policies (including as a result of the recent2025 change in administration in the U.S.), government stimulus measures and the anticipation thereof, changes in capital requirements for financial institutions, government budget negotiation dynamics, sequestration or government shut-downs, austerity measures and other challenges that affect economies of the world have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers and suppliers, including having the effect of:

•reducing demand for our products and services (in this Annual Report, references to products and services also includes software),services, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;

•correctly identify customer needs and preferences andpreferences, predict future needs and preferencespreferences, anticipate and respond to our competitors’ innovation and allocate R&D funding accordingly;

•innovate and develop new technologies and applications, andapplications acquire or obtain rights to third-party technologies that may have valuable applications in our served markets and convince customers to adopt new technologies;

•successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; and

•obtain necessary regulatory approvals of appropriate scope (including with respect to medical device products by demonstrating satisfactory clinical results where applicable as well as achieving third-party reimbursement); and.

•Many of our customers, and the end-users to whom our customers supply products, rely on government funding of and reimbursement for healthcare products and services and research activities. The PPACA, healthcare austerity measures in other countries and other potential healthcare reform changes and government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services. For example, the Protecting Access to Medicare Act of 2014 (“PAMA”) introduced a multi-year pricing program for services payable under the Clinical Laboratory Fee Schedule (“CLFS”) that is designed to bring Medicare allowable amounts in line with the amounts paid by private payors. It is still unclear whether and to what extent these new rates will affect overall pricing and reimbursement for clinical laboratory testing services, but to the extent our customers conclude that Medicare reimbursement for these services is inadequate, it can in turn adversely impact the prices at which we sell our products. In addition, the Inflation Reduction Act of 2022 contains various drug price negotiation, inflationary rebate and government-established pricing provisions with varying implementation dates and subjects manufacturers who fail to adhere to the government’s interpretation of the law to penalties. The recent2025 change in U.S. administration may also result in further changes that unfavorably impact the healthcare industry and our business.

•capital controls andcontrols, limitations on ownership and on repatriation of earnings and cash and the potential for nationalization of enterprises;

In 20242025 we generated approximately 12%11% of our sales from continuing operations from China. Accordingly, political, economic, legal, compliance, social and business conditions in China generally can adversely influence our business and financial statements. Additionally, China’s government continues to play a significant role in regulating industry development by imposing sector-specific policies, and it maintains control over China’s economic growth through setting monetary policy and determining treatment of particular industries or companies. Further, considerable uncertainty exists regarding the long-term effects of the fiscal policies pursued by China as well as some of the world’s other leading economies. Uncertainty or adverse changes to conditions in China or the policies of China’s government or its laws and regulations can adversely affect the overall economic growth of China, or of the particular industries in which we participate, and canhave adversely affected and may in the future adversely affect our business and financial statements.

Our growth depends in part on the growth of the markets which we serve, and visibility into our markets can be limited (particularly for markets into which we sell through distribution). Our quarterly sales and profits depend substantially on the volume and timing of orders received during the quarter, which are difficult to forecast. Any decline or lower than expected growth in our served markets can diminish demand for our products and services and adversely affect our business and financial statements.statements and any failure to accurately forecast demand, cost levels and financial performance can adversely impact our business, financial statements and stock price. Certain of our businesses operate in industries that experience seasonality, or industries that have experienced and may continue to experience periodic, cyclical downturns. For example, demand for our molecular diagnostics products is typically heavier in anticipation of and during respiratory season, and in the past has been impacted and in the future will be impacted by the degree of severity of the flu and COVID-19 season as well as by outbreaks of other infectious diseases. Certain of our businesses have also experienced recent, cyclical dynamics as a result of factors such as inventory de-stocking, high interest rates and depressed funding levels for biotechnology companies. In addition, lower levels of funding available to biotechnology companies (particularly smaller and emerging companies) in recent years has reduced demand for certain of our products and may have a similar impact in the future.

In addition, in certain of our businesses demand depends on customers’ capital spending budgets, government funding policies (including research funding policies) and interest rates, and matters of public policy and government budget, fiscal and monetary dynamics as well as product and economic cycles can affect the spending decisions of these entities. DemandThe foravailability ourof productsgovernmental research funding has been, and services is also sensitive to changesmay in customerthe orderfuture patterns,be, which may beadversely affected by announced pricepolicy changes, marketingeconomic conditions and governmental spending reductions, including the downsizing or promotionalreduced programs, new product introductions, the timingfunding of industrycertain tradegovernment shows and changes in distributor or customer inventory levels due to distributor or customer management thereof or other factors. Any of these factors could adversely affect our business and financial statements in any given period.agencies.

Uncertainties with respect to the development, deployment, and use of artificial intelligenceAI in our business and products may result in harm to our business and reputation.

We are in the early stages of incorporating artificialAI, intelligenceincluding (“AI”)machine learning technologies, into our business activities and our product and service offerings. As with many innovations, AI presents risks and challenges that could adversely impact our business. The development, adoption, and use of AI technologies are still in their early stages and ineffectiveineffective, inadequate or inadequatepremature AI development or deployment practices could result in unintended consequences.consequences such as competitive harm, regulatory penalties, legal liability or brand or reputational harm. For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient.insufficient or contain errors. In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings. Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI has required and will require additional investment andthat increaseincreases our costs. There also may be real or perceived social harm, unfairness, or other outcomes that could undermine public confidence in the use and deployment of AI. Incorporating AI into our business operations presents new risks relating to intellectual property, disclosure of confidential data, data protection, data privacy and cybersecurity. For example, incorporating confidential information into AI systems may result in the loss of intellectual property or attorney-client privilege protections, and our use of AI technologies to develop products or services may adversely affect our intellectual property rights or violate third-party intellectual property rights. Any of the foregoing may result in decreased demand for our products or harm to our business, financial statements or reputation.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs and may limit our ability to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19. The global spread of COVID-19 led to unprecedented restrictions on, and disruptions in, business and personal activities, including as a result of preventive and precautionary measures that we, other businesses, our communities and governments undertook to mitigate the spread. Any resurgence of COVID-19 (or the outbreak of anyfuture epidemic or pandemic) or the reinstatement of similar preventive measures in the future could negatively impact the economies and financial markets of the world and our business and financial statements. To the extent we develop and sell products to helpaddress epidemics or pandemics in the future, as such epidemics/pandemics evolvepandemics, we may experience volatility and declines in demand that are unanticipated in timing or magnitude, which could adversely affect our business and financial statements.

For certain of our businesses, success in penetrating target markets depends in part on their ability to develop and maintain business relationships with other companies. Relying on these relationships is risky because, among other things, our business partners may (1) nothave insufficient capital resources or otherwise fail to devote sufficient resources to the success of our collaborations; (2) fail to obtain regulatory approvals necessary to continue the collaborations in a timely manner; (3) be acquired by other companies and terminate our partnership or become insolvent; (4) compete with us; (54) disagree with us on key details of the business relationship; (6) have insufficient capital resources; (75) fail to comply with applicable laws, regulatory requirements and/or applicable contractual obligations; and (86) become insolvent or terminate or decline to renew existing relationships on acceptable terms, which may require us to devote additional resources to product development and commercialization and/or cancel programs. The realization of any of these risks could adversely affect our business and financial statements.

Any inabilityFailing to consummate acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, couldcan negatively impact our business.

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. WeOver the past several years we have not consummated acquisitions at rates similar to our historical practice and going forward we may not be able to consummate acquisitions at rates similar to theour past,historical practice, which couldcan adversely impact our business. Promising acquisitions and investmentsinvestments, such as our pending acquisition of Masimo Corporation, are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers or investors, the availability of affordable funding in the capital markets and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. For example, antitrust scrutiny by regulatory agencies and changes to regulatory approval processes in the U.S. and non-U.S. jurisdictions may cause approvals to take longer than anticipated to obtain, may not be obtained at all, or may contain burdensome conditions, which may jeopardize, delay or reduce the anticipated benefits of acquisitions to us and could impede the execution of our business strategy. In addition, competition for acquisitions and investments has resulted and may result in higher purchase prices. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate acquisitions and investments.

As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course, and we also from time to time complete more significant transactions; refer to “Item 7. MD&A” for additional details. Acquisitions,Acquisitions (including our pending acquisition of Masimo Corporation), investments, joint ventures and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which can adversely affect our business and financial statements:

Significant disruptions in, or breaches in security of, our information technologyIT systems or data or violation of data privacy laws can adversely affect our business and financial statements.

We rely on information technologyIT systems, some of which are provided and/or managed by third-parties, to process,collect, transmituse, store, transfer and storeotherwise process electronic information (including sensitive data such as confidential business information and personal data relating to employees, customers, other business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations). Errors, defects, security issues or other vulnerabilities in third-party technology or in the integration of third-party technology with our systems or products could result in errors that could harm our business. In addition, some of our remote monitoring products and servicesservices, including those related to remote monitoring, incorporate software and information technologyIT that house personal data and some products or software we sell to customers connect to our systems for maintenance or other purposes. TheseWe also have products and systems that connect to the internet, hospital networks, electronic medical record systems or electronic health record systems. Our systems, products and services (including those we acquire through business acquisitions) are susceptible to being damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance (including by employees), power outages, hardware failures, telecommunication or utility failures, catastrophes, war, conflicts or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. Certain attacks also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure. Security breaches of systems provided or enabled by us, regardless of whether the breach is attributable to a vulnerability in our products or services, or security breaches of third-party suppliers we rely on to process, store or transmit electronic information, can result in the misappropriation, destruction or unauthorized disclosure of confidential information or personal data belonging to us or to our employees, partners, customers, patients or suppliers. In some cases, we may address software and hardware vulnerabilities through security updates and patches we make available to customers, and such vulnerabilities may persist if customers do not promptly install (or promptly schedule service in connection with) such updates and patches. Like most multinational corporations, our information technologyIT systems and data have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks and we expect the sophistication and frequency of such attacks to continue to increase. Unauthorized tampering, adulteration or interference with our products may also adversely affect product functionality and result in loss of data, risk to patient safety and product recalls or field actions. In addition, the rapid evolution and increased adoption of artificialAI, intelligenceincluding technologiesadopted by computer hackers or other malicious actors, may intensify our cybersecurity risks. The attacks, breaches, misappropriations and other disruptions and damage described above have the ability to interrupt our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personal data, damage customer, patient, business partner and employee relationships and our reputation and result in defective products or services, legal claims and proceedings, liability and penalties under privacy and other laws and increased costs for security and remediation, in each case resulting in an adverse effect on our business and financial statements. Our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks and other related breaches. In addition, any businesses that we acquire may further expose us to the risks set forth above.

InOur addition, our information technologyIT systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems to keep pace with continuing rapid changes in information processing technology, evolving legal and regulatory standards, evolving customer expectations, changes in the techniques used to obtain unauthorized access to data and information systems, and the information technologyIT needs associated with our changing products and services. These risks are exacerbated by the increasing importance of AI and the increasing incorporation of AI in our business. There can be no assurance that we will be able to successfully maintain, enhance and upgrade our systems as necessary to effectively address these requirements. Further, more of our employees work remotely now compared to before the beginning of the COVID-19 pandemic, which exposes us to greater cybersecurity and data privacy risks.

Any inability to maintain reliable information technologyIT systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches can result in adverse regulatory and business consequences and litigation. As a global organization, we are subject to data privacy and security laws, regulations and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. For example, entities that are found to be in violation of HIPAA as the result of a breach of unsecured patient health information, a complaint about privacy practices or an audit by HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations. 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. Government investigations and enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in civil and criminal, monetary and non-monetary penalties and damage to customer, patient, business partner and employee relationships and to our reputation, any of which may adversely affect our business and financial statements. In addition, compliance with the varying data privacy regulations across the U.S. and around the world has required significant expenditures and may require additional expenditures, and may require further changes in our products or business models that increase expenses or reduce revenue.

If we suffer loss to our facilities, supply chains, distribution systems or information technologyIT systems due to catastrophe or other events, our operations could be seriously harmed.

Our facilities, supply chains, distribution systems and information technologyIT systems are subject to catastrophic loss due to fire, flood, cyber-attack, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot, public protest or other natural or man-made disasters, such as the COVID-19 pandemic and the damage caused to our facilities by Hurricane Maria in Puerto Rico in 2017. If any of these facilities, supply chains or systems were to experience a catastrophic loss, it could disrupt our operations, delay production and shipments, result in defective products or services, diminish demand, damage customer relationships and our reputation and result in legal exposure and significant repair or replacement expenses. The third-party insurance coverage that we maintain varies from time to time in both type and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to protect us against such losses.

Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability on our part to address the range of stakeholder expectations relating to climate change and other sustainability topics may negatively affect us.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere presents risks to our operations. Physical risk resulting from acute changes (such as hurricane, tornado, wildfire or flooding) or chronic changes (such as droughts, heat waves or sea level changes) in climate patterns can adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Concern over climate change can also result in new or additional legal, regulatory or quasi-regulatory requirements designed to reduce greenhouse gas emissions, mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy) and/or increase disclosures with respect thereto.thereto, such as California laws requiring certain companies to disclose greenhouse gas emissions data and climate-related financial risks. Any such new or additional requirements relating to climate change or other sustainability topics may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements. In addition, any failure to adequately address regulatory requirements (such as the new regulations certain jurisdictions have adopted relating to false or misleading claims about a company’s sustainability practices, and recent changes in U.S. federal law and policy related to diversity practices) or the range of stakeholder expectations with respect to sustainability matters may result in penalties, loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and employees. For example, our ability to achieve our current and future sustainability goals is uncertain and remains subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, our ability to recruit, develop and retain a diverse workforce, the availability of suppliers and other business partners that can meet our sustainability expectations, the effects of the organic and inorganic growth of our business, cost considerations, the availability of third-party performance or data beyond our control and third-party development of cost-effective technologies or resources that are made available to us and support our goals.

Our profitability could also be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers from time to time extend lead times, limit supplies or increase prices. Conversely, in order to secure supplies for the production of products, we sometimes enter into noncancelable purchase commitments with vendors, which can impact our ability to adjust our inventory to reflect declining market demands. Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, at times our manufacturing capacity has exceeded or fallen short, and may in the future exceed or fall short, of our production requirements. Any or all of these problems can result in the loss of customers or cost inefficiencies, provide an opportunity for competing products to gain market acceptance and otherwise adversely affect our business and financial statements.

•Governmental entities may adopt regulations or other requirements that give them rights to certain of our intellectual property, technology and/or proprietary information, suchor aslimit throughour compulsoryability licensingto transfer data or ownershiptechnology restrictionsout orof requirementscertain jurisdictions;

•In certain countries, we do not have the same ability to enforce intellectual property rights as we do in the U.S.; and

From time to time, we receive notices from third partiesthird-parties alleging intellectual property infringement or misappropriation of third parties’third-parties’ intellectual property and we cannot be certain that the conduct of our business does not and will not infringe or misappropriate the intellectual property rights of others. Disputes or litigationslitigation regarding intellectual property can be costly and time-consuming to defend due to the complexity of many of our technologies and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. In addition, as a result of such claims of infringement or misappropriation, we could lose our rights to critical technology, be unable to license critical technology or sell critical products and services, be required to pay substantial damages or license fees with respect to the infringed rights, be required to license technology or other intellectual property rights from others, be required to cease marketing, manufacturing or using certain products or be required to redesign, re-engineer or re-brand our products at substantial cost, any of which could adversely impact our business and financial statements. Third-party intellectual property rights may also make it more difficult or expensive for us to meet market demand for particular product or design innovations. When we are required to seek licenses under patents or other intellectual property rights of others, we are not always able to acquire these licenses on acceptable terms, if at all. Even if we successfully defend against claims of infringement or misappropriation, we may incur significant costs and diversion of management attention and resources, which could adversely affect our business and financial statements.

From time to time our outstanding debt has increased significantly as a result of acquisitions, and we mayexpect to incur additional debt in the future. Our existing and future indebtedness may limit our operations and our use of our cash flow and negatively impact our credit ratings; and any failure to comply with the covenants that apply to our indebtedness could adversely affect our business and financial statements.

As of December 31, 2024,2025, we had approximately $16.0$18.4 billion in outstanding indebtedness. In addition, we had the ability to incur approximately $4.0$3.9 billion of additional indebtedness in direct borrowings or under our outstanding commercial paper facilities based on the amounts available under our credit facilities that were not being used to backstop outstanding commercial paper balances. From time to time our outstanding debt has increased significantly as a result of acquisitions, and we may incur additional debt in the future. For example, the Company expects to incur debt to finance a portion of the purchase price for our pending acquisition of Masimo Corporation. Our debt level and related debt service obligations can have negative consequences, including (1) requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which reduces the funds we have available for other purposes such as acquisitions and other investments; (2) reducing our flexibility in planning for or reacting to changes in our business and market conditions; and (3) exposing us to interest rate risk on any variable rate debt we may issue, particularly in light of increases in interest rates. If our credit ratings are downgraded or put on watch for a potential downgrade, we may not be able to sell additional debt securities or borrow money in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might be available if our current credit ratings were maintained.

We are subject to income taxes in the U.S. and in numerous non-U.S. jurisdictions. Due to the potential for changes to tax laws and regulations or changes to the interpretation thereof (including regulations and interpretations pertaining to the U.S.One TaxBig CutsBeautiful and JobsBill Act (“TCJAOBBBA”)), the ambiguity of tax laws and regulations, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of effective tax rate and income tax assets and liabilities can be incorrect and our financial statements could be adversely affected; please refer to “Item 7. MD&A” for a discussion of additional factors that may adversely affect our effective tax rate and decrease our profitability in any period. The impact of the factors referenced in the preceding sentence may be substantially different from period-to-period. In addition, the amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities, such as the audits described in MD&A and the Company’s Consolidated Financial Statements. If audits result in payments or assessments different from our reserves, our results can be adversely affected. Any further changes to the tax system in the United States or in other jurisdictions could also adversely affect our financial statements.

The Company has suspended the shipment of products to Russia with the exception of products for the purposes of diagnosing and treating patients and producing vaccines and therapeutics. In 2024,2025, Russia, Ukraine and Israel sales combined accounted for less than 1% of the Company’s sales.

In addition to the environmental, health, safety, healthcare, medical device, anticorruption, data privacy, artificial intelligence,AI, sustainability and other regulations noted elsewhere in this Annual Report, our businesses are subject to extensive regulation by U.S. and non-U.S. governmental and self-regulatory entities at the supranational, federal, state, local and other jurisdictional levels, including for example the following:

•We are required to comply with various import laws and export control and economic sanctions laws, which may affect our transactions with certain customers, business partners and other persons and dealings between our employees and between our subsidiaries. Compliance with the various import laws that apply to our businesses can restrict our access to, and increase the cost of obtaining, certain products and at times can interrupt our supply of imported inventory. In addition, we sell and provide products and technology to third parties,third-parties, such as agents, representatives and distributors, who may export such items to end-users. If we or any of these third partiesthird-parties do not comply with applicable export or import laws we may incur liability. In addition, from time to time, certain of our subsidiaries have limited business dealings in countries subject to comprehensive sanctions. These business dealings represent an insignificant amount of our consolidated revenues and income but expose us to a heightened risk of violating applicable sanctions regulations. We have established policies and procedures designed to help ensure compliance with such laws and regulations but there can be no assurance that the policies and procedures have prevented and will prevent violations of these regulations, and any such violation can adversely affect our business and financial statements.

We are subject to or otherwise responsible for a variety of litigation and other legal and regulatory proceedings in the course of our business (or related to the business operations of previously owned entities), including claims or counterclaims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, breach of contract claims, competition and sales and trading practices, environmental matters, personal injury, insurance coverage, securities matters, fiduciary duties and acquisition or divestiture-related matters, as well as regulatory subpoenas, requests for information, investigations and enforcement. We also from time to time become subject to lawsuits as a result of acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses divested by us or our predecessors. The types of claims made in lawsuits include claims for compensatory damages, punitive and consequential damages (and in some cases, treble damages) and/or injunctive relief.relief and include claims by individuals or groups seeking to represent a class (for additional information please see Note 17 in the Consolidated Financial Statements included in this Annual Report). The defense of these lawsuits can divert our management’s attention, we from time to time incur significant expenses in defending these lawsuits, and we can be required to pay damage awards or settlements or become subject to equitable remedies that adversely affect our business and financial statements. Moreover, any insurance or indemnification rights that we have may be insufficient or unavailable to protect us against such losses. Because most contingencies are resolved over long periods of time, new developments (including litigation developments, the discovery of new facts, changes in legislation and outcomes of similar cases), changes in assumptions or changes in the Company’s strategy in any given period can require us to adjust the loss contingency estimates that we have recorded in our financial statements, record estimates for liabilities or assets previously not susceptible of reasonable estimates or pay cash settlements or judgments. Any of these developments can adversely affect our business and financial statements in any particular period. There can be no assurance that our liabilities in connection with current and future litigation and other legal and regulatory proceedings will not exceed our estimates or adversely affect our financial statements and business. However, based on our experience, information and applicable law as of the date of this Annual Report, we do not believe that it is reasonably possible that any amounts we may be required to pay in connection with litigation and other legal and regulatory proceedings in excess of our reserves as of December 31, 2024 will have a material effect on our business or financial statements.

Certain of our products are medical devices and other products that are subject to regulation by the FDA, by other federal and state governmental agencies, by comparable agencies of other countries and regions, by certain accrediting bodies and by regulations governing hazardous materials and drugs-of-abuse (or the manufacture and sale of products containing any such materials). The global healthcare regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations. For example, expanded FDA regulation of laboratory-developed tests (i.e., diagnostic assays developed and produced by clinical laboratories) may delay and add to the cost of commercialization of these products, as well as subject us to additional regulatory requirements. Please see “Item 1. Business—Regulatory Matters” for more information. Failure to meet these requirements can adversely impact our business and financial statements in the applicable geographies.

To varying degrees, these regulators require us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing, distribution and post-marketing surveillance of our products. We cannot guarantee that we will be able to obtain regulatory clearance (such as 510(k) clearance) or approvals for our new products or modifications to (or additional indications or uses of) existing products within our anticipated timeframe or at all, and if we do obtain such clearance or approval it may be time-consuming, costly and subject to restrictions. Our ability to obtain such regulatory clearances or approvals will depend on many factors, for example our ability to obtain the necessary clinical trial results, and the process for obtaining such clearances or approvals could change over time and may require the withdrawal of products from the market until such clearances are obtained. Even after initial regulatory clearance or approval, we are subject to periodic inspection by these regulatory authorities, and when safety issues arise we can be required to amend conditions for use of a product, such as providing additional warnings on the product’s label or narrowing its approved intended use, which could reduce the product’s market acceptance. We are also subject to various laws regulating fraud and abuse, research and development,R&D, pricing and sales and marketing practices, the privacy and security of health information as well as manufacturing and quality standards, including the federal regulations described in “Item 1. Business—Regulatory Matters.”

Government authorities have in the past and may in the future conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances or approvals before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects referenced under the risk factor titled “Our businesses are subject to extensive regulation; failure to comply with those 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 partiesthird-parties comply with applicable laws and regulations also involves substantial costs.

As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, artificial intelligence,AI, mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitorscompetitors, increasing regulation and regulatorya changes.rapidly evolving trade environment. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and higher-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality, and effectively address the demands of an increasingly regulated global environment and the rapidly evolving trade environment. The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to globalizeposition its manufacturing, research and developmentR&D and customer-facing resources (particularly in high-growth markets) in order to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.

ConsolidatedIn revenues for2025, the yearCompany’s endedoverall December 31, 2024 were flatrevenues and core sales decreasedincreased 1.5%3.0% asand 2.0%, respectively, compared to 2023.2024. AcquisitionsThe contributedincrease 2.0%in tocore sales inis 2024primarily compareddue to 2023, and were largely offset by core revenue declines led by the Biotechnology segment, and to a lesser extent the Life Sciences segment, partially offset by higher core sales in the Biotechnology segment and, to a lesser extent, the Diagnostics segment, partially offset by lower core sales in the Life Sciences segment. TheAdditionally, the impact of currency translation decreasedincreased reported sales by 0.5%1.0% in 20242025 compared to 2023.2024. For the definition of “core sales” refer to “—Results of Operations” below.

Geographically, the Company’s sales in developed markets in 20242025 increased 2%3% compared to 20232024 driven primarily by increased sales in North America. For the same period,and core sales in developed markets were essentiallyup flat,low-single digits driven primarily dueby tomid-single increaseddigit core sales increases in Western Europe. The increase in core sales in Northdeveloped Americamarkets offsetwas primarily driven by decreased core sales in Western Europe. Increased demand in the Diagnostics segment, offset by decreased demandincreases in the Biotechnology and Life SciencesDiagnostics segments, contributedpartially tooffset theby decreased year-over-year flat core sales growth in developedthe markets.Life Sciences segment. For the same period, sales in high-growth markets decreasedincreased year-over-year by 4%2% and core sales in high-growth markets decreasedwere atup low-single digits as a mid-single digit rate,decline due primarily to low double-digitin core revenue declinesin China was more than offset by increased core sales in China.other Theregions. declineIn the high-growth markets, the Biotechnology and Life Sciences segments’ increase in core sales in high-growth markets was primarilypartially drivenoffset by lowercore demandsales across all segments, due to weaknessdeclines in capitalthe spendingDiagnostics and generally lower underlying activity levels.segment. High-growth markets represented approximately 29% of the Company’s total sales in 2024.2025.

The Company’s net earnings from continuing operations for the year ended December 31, 20242025 totaled approximately $3.9$3.6 billion,billion or $5.03 per diluted common share, compared to approximately $4.2 billion for the year ended December 31, 2023. Net earnings attributable to common stockholders for the year ended December 31, 2024 totaled approximately $3.9 billion or $5.29 per diluted common share compared to approximately $4.7 billion or $6.38 per diluted common share for the year ended December 31, 2023.2024. 2025 intangible asset impairments net of 2024 intangible asset impairmentsimpairments, increased other expenses and increaseddecreased operatinginterest expenses,income, net of increased othergross income,profit, drove the year-over-year decline in net earnings from continuing operations and diluted net earnings per common share from continuing operations. In addition to the above factors, net earnings from discontinued operations for 2024 compared with 2023 contributed to the lower net earnings attributable to common stockholders in 2024. Refer to “—Results of Operations” for further discussion of the year-over-year changes in net earnings and diluted net earnings per common share for the years ended December 31, 20242025 and 2023. In response to current economic conditions, the Company expects to review and adjust its cost structure. In the first quarter of 2025, the Company commenced an initiative to identify productivity improvement and cost savings opportunities that we anticipate would generate annual pre-tax savings of at least $150 million. The Company expects these opportunities to be broad-based, including opportunities within China and the Diagnostics segment.2024.

Total sales wereincreased flat3.0% on a year-over-year basis in 20242025 as sales from acquired businesses, which increased reported sales by 2.0%, were largely offset by a 1.5% decrease in core sales increased 2.0% resulting from the factors discussed below by segment. The impact of changes in currency exchange rates decreasedincreased reported sales by 0.5%1.0% on a year-over-year basis in 2024 primarily due to the impact of the strengtheningweakening of the U.S. dollar against most other major currencies in 2024.2025. Price increases contributed 1.0%0.5% to sales growth on a year-over-year basis and are reflected as a component of core sales declinegrowth above.

•20242025 impairment charges related to a trade name in each of the Life Sciences and Diagnostics segments, impairment charges related to technology, other intangible assets and a facility in the Biotechnology segment and a facility in the Life Sciences segment, net of 2023 impairment charges related to technology-baseda intangibletrade assetsname in each of the Life Sciences and Diagnostics segment and technology-based intangible assets and other assetssegments in the Biotechnology segment.2024. Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairments - 75120 basis points

•IncreasedThe leverageimpact of currency exchange rates and productivitychanges in the Company’s operational and administrative cost structure, net of lowerhigher 20242025 core sales and the impact of product mix - 2030 basis points

For information regarding the Company’s sales by geographical region, refer to Note 5 to the accompanying Consolidated Financial Statements.

The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of equipment, consumablesconsumables, software and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines. The Company’s solutions support a broad range of biotherapeutics including monoclonal antibodies, recombinant proteins, replacement therapies such as insulin and vaccines, as well as novel cell, gene, mRNA and other nucleic acid therapies.

Sales Growth (Decline) and Core Sales Growth (Decline)

Operating profit margins declinedincreased 17070 basis points during 20242025 as compared to 2023.2024. The following factors impacted year-over-year operating profit margin comparisons.

•LowerHigher 20242025 core sales, reduced leverage in the segment’s operational and administrative cost structuresales and the impact of product mix, net of 2023the inventoryimpact write-offsof currency exchange rates and changes in leverage from the Company’s operational and administrative cost structure - 245200 basis points

•20232025 impairment charges related to technology-basedtechnology, other intangible assets and othera assetsfacility - 75130 basis points Amortization of intangible assets as a percentage of sales increaseddecreased in 20242025 as compared with 20232024 due to the decreaseincrease in sales and relatively consistent amortization expense year-over-year.sales.

Sales Growth and Core Sales (Decline) Growth

Price increases in the segment contributed 1.0%0.5% to the change in sales growth on a year-over-year basis during 20242025 as compared with 20232024 and are reflected as a component of core sales above.

•20242025 impairment charges related to a trade name and a facility, net of an impairment charge related to a trade name.name in 2024. Refer to Note 10 to the accompanying Consolidated Financial Statements for additional information regarding the impairment - 305 basis points

•Acquisition-related transaction costs deemed significant, settlement of pre-acquisition share-based payment awards and fair value adjustments to inventory in 2023, net of2024 acquisition-related fair value adjustment to inventory in 2024, in each case related to the acquisition of Abcam - 10035 basis points Depreciation and amortization of intangible assets increased as a percentage of sales during 20242025 as compared with 2023,2024, primarily as a result of acquisitions.

Sales Growth (Decline) and Core Sales Growth (Decline)

Operating profit margins increaseddeclined 17010 basis points during 20242025 as compared to 2023.2024. The following factors impacted year-over-year operating profit margin comparisons.

•HigherThe 2024impact coreof sales, improvementschanges in leverage from the segment’sCompany’s operational and administrative cost structure andstructure, the impact of currency exchange rates and product mix and an increase in costs incurred for productivity improvement actions, net of higher 2025 core sales - 25095 basis points

•2024 impairment charge related to a trade name, net of a 20232025 impairment charge related to a technology-basedtrade intangible assetname - 2030 basis points

Military conflicts (such as the conflict in the Middle East and the conflict between Russia and Ukraine) can adversely affect our business and financial statements, including as a result of sanctions, embargoes, economic and geopolitical instability, market volatility, adverse impacts on energy supplies and prices, supply chain disruptions and cost increases, inflationary pressures, capital markets dislocation and increased cyber-attacks. Military conflicts also heighten other risks disclosed in our 2025 Annual Report, any of which can adversely affect our business and financial statements.

BeginningDuring in February 2026 through the date of this Report,2026, military conflict commencedhas and escalatedoccurred across multiple countries in the Middle East. The conflict has disrupted energy supplies and supply chains, increased costs for energy and other supplies and created volatility in the capital markets, among other impacts. For a discussion of the impact of the conflict on the Company, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The conflictsituation remains dynamic, the full impact is highly uncertain and protraction or escalation offurther hostilities may cause the risks noted above to increase or may cause other negative impacts on our business, any of which could adversely affect our business or financial statements.

You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2025, included in the Company’s 2025 Annual Report and the Company’s Consolidated Condensed Financial Statements and related Notes as of and for the three-monththree periodand six-month periods ended MarchJune 27,26, 2026 included in this Quarterly Report on Form 10-Q (“Report”).

Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission, in our press releases, webcasts, conference calls, presentations, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of tariff or other trade-related impacts, revenue, expenses, profit, profit margins, asset values, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof (including our pending acquisitionintegration of Masimo Corporation,and the anticipated benefits of such acquisition, which is further described in Note 2), divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends, executive compensation and potential executive stock sales or purchases; growth, declines and other trends in markets we sell into; future, new or modified laws, regulations, accounting pronouncements or public policy changes; regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of public health crises, climate change, military or geopolitical conflicts or other man-made or natural disasters on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “assume,” “continue,” “should,” “could,” “intend,” “will,” “plan,” “aim,” “expect,” “estimate,” “project,” “target,” “can,” “may,” “possible,” “potential,” “upcoming,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.

•Economic, political, geopolitical, legal, compliance, social and business factors, both in the U.S. and outside the U.S., can negatively affect our business and financial statements. For example, the 2025 change in the U.S. administration as well as recent Supreme Court decisions have resulted in policy, regulatory and economic changes, challenges and uncertainty, including with respect to tariffs and healthcare-related topics. In addition, recent escalation of conflict in the Middle East has heightened geopolitical instability and economic uncertainty.

•The inability to consummate acquisitions at our historical rate and appropriate prices, realize the economic benefits of consummated acquisitions or to make appropriate investments that support our long-term strategy, can negatively impact our business. Our acquisition of businesses (including our pendingrecent acquisition of Masimo Corporation), investments, joint ventures and other strategic relationships can also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto.

•From time to time our outstanding debt has increased significantly as a result of acquisitions and other factors, and we expect to incur additional debt. For example, the Company expects to incurincurred debt to finance a portion of the purchase price for our pending acquisition of Masimo Corporation.Masimo. Our indebtedness may limit our operations and use of cash flow and negatively impact our credit ratings; and failure to comply with our indebtedness-related covenants could adversely affect our business and financial statements.

During the firstsecond quarter of 2026, the Company’s overall revenues and core sales increased 3.5%5.5% and 0.5%,3.0%, respectively, compared to the comparable period of 2025. Core sales excluding respiratory testing increased 4.5% during the second quarter of 2026 compared to the comparable period of 2025. The increase in core sales isin the second quarter of 2026 was due to higher core sales in the Life Sciences segment, and to a lesser extent in the Biotechnology and Diagnostics segments. Acquisitions contributed 1.5% to the increase in sales and the impact of foreign currency increased reported sales by 1.0% during the three-month period ended June 26, 2026. For the six-month period ended June 26, 2026, the Company’s overall revenues and core sales increased 4.5% and 2.0%, respectively, compared to the comparable period of 2025. Core sales excluding respiratory testing increased 4.0% during the six-month period ended June 26, 2026 compared to the comparable period of 2025. The increase in core sales was due to higher core sales in the Biotechnology and Life Sciences segmentssegments, that were largelypartially offset by lower core sales in the Diagnostics segment. InDuring the three-monthsix-month period ended MarchJune 27,26, 2026, acquisitions contributed 0.5% to the increase in sales and the impact of foreign currency increased reported sales by 3.0%.2.0%. Price decreases of 0.5% negatively impacted sales growth on a year-over-year basis during the three-month period ended June 26, 2026 while price changes did not have a significant impact on sales growth on a year-over-year basis during the three-monthsix-month periodperiod. endedPrice March 27, 2026 andchanges are reflected as a component of core sales above. For the definitions of “core sales,” “core sales excluding respiratory testing” and “acquisitions” refer to “—Results of Operations” below.

Geographically, the Company’s sales in the three-month period ended MarchJune 27,26, 2026 in developed markets increased year-over-year by 3%2% and core sales in developed markets were down slightly asdue mid-singleto a low-single digit core sales decreasesdecrease in Western Europe and a slight decline in core sales in North America were largely offset by a mid-single digit increase in Western Europe.America. The decrease in core sales in developed markets was primarily driven by decreasesthe inBiotechnology segment due to difficult prior year comparisons and the Diagnostics andsegment Lifedue Sciencesto segments,lower partiallyrespiratory offset by increased year-over-year core sales in the Biotechnology segment.sales. For the same period, sales in high-growth markets increased year-over-year by 6%15% and core sales were up low-singlemore digitsthan 10% driven primarily by aincreases mid-singleacross digitall increasethree insegments coreand revenueacross inall China. In themajor high-growth markets,market the Biotechnology and Life Sciences segments’ increase in demand was partially offset by core sales declines in the Diagnostics segment.regions. High-growth markets represented approximately 27%31% of the Company’s total sales in the firstsecond quarter of 2026. For additional information regarding the Company’s sales by geographical region during the three-monththree and six-month periods ended MarchJune 27,26, 2026 and MarchJune 28,27, 2025, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.

The Company’s net earnings for the three-monththree periodand six-month periods ended MarchJune 27,26, 2026 totaled $870 million and approximately $1.0$1.9 billionbillion, or $1.45$1.23 and $2.68 per diluted common share, respectively, compared to $954$555 million and approximately $1.5 billion or $1.32$0.77 and $2.10 per diluted common share, respectively, for the three and six-month periods ended June 27, 2025. Impairment charges in 2025 of $432 million ($328 million after-tax or $0.46 per diluted common share), forand $447 million ($339 million after-tax or $0.47 per diluted common share), recorded in the three-monththree periodand six-month periods ended MarchJune 28,27, 2025.2025, Therespectively, drove the year-over-year increase in net earnings and diluted net earnings per common share forin theboth three-month period ended March 27, 2026 compared to the three-month period ended March 28, 2025 was primarily driven by increased core sales and lower net interest expense.periods.

Currency exchange rates increased reported sales by approximately 3.0%1.0% and 2.0%, respectively, for the three-monththree periodand six-month periods ended MarchJune 27,26, 2026, compared to the comparable periodperiods of 2025, primarily due to the exchange rates of the U.S. dollar compared to the euro and other major currencies. In future periods, strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of MarchJune 27,26, 2026 would adversely impact the Company’s sales and results of operations on an overall basis, and weakening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of MarchJune 27,26, 2026 would positively impact the Company’s sales and results of operations. In addition to the translational exchange rate risk to sales, the Company also faces transactional exchange rate risk from transactions with customers in countries outside the U.S. and from intercompany transactions between affiliates. Transactional exchange rate risk (and any resulting gains or losses) arises from the purchase and sale of goods and services in currencies other than the Company’s functional currency or the functional currency of its applicable subsidiary.

Danaher operates a diversified global supply chain and sources parts and materials globally. 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 administrationimposition toof imposesuch tariffs. On March 4, 2026, the U.S. Court of International Trade ordered the U.S. Customs and Border Protection (“CBP”) to process refunds of the IEEPA tariffs, although the Court immediately suspended the order whileand the CBP determineshas abegun refundaccepting process.and processing applications for refunds on certain IEEPA tariffs. The IEEPA tariffs remain subject to ongoing litigation between the administration and other parties. In response to the U.S. Supreme Court ruling mentioned above, the administration announced plans to implementimplemented new tariffs under alternative statutory authority. The Company intends to pursue any refunds to which it is entitled. To the extent the Company recovers refunds in periods subsequent to the second quarter of 2026, the Company will recognize earnings for the refunds, less any amounts due to customers. The full impact of the U.S. Supreme Court’s ruling and the administration’s response, including the timing and extent of any refunds and the impact of the new tariffs, remain uncertain. The tariffs enacted in 2025 and in the first quarterhalf of 2026 and related refunds did not have a material impact on the Company’s business or financial statements in the periods presented.

While the Company did not experience material interruption to its supply chain or operations in the first quarterhalf of 2026 as a result of the conflict in the Middle East, the Company did experience delays and higher logistics costs in the delivery of goods to customers in the region. The conflict has significantly reduced the export of oil and natural gas from the Persian Gulf, creating upward pressure on oil and natural gas prices, and has also disrupted and increased the costs of certain other supplies. Refer to “Part II - Other Information - Item 1A - Risk Factors” for a further discussion of the risks relating to the conflict in the Middle East. To the extent the conflict continues and/or escalates, the negative impacts noted above may continue or increase, the risks referenced above may eventuate and demand for the Company’s products could be adversely affected.

Core sales growth (decline) and the related measure of core sales excluding respiratory testing (collectively, the “core sales measures”) should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting thisthese non-GAAP financial measuremeasures provides useful information to investors by helping identify underlying growth trends in Danaher’s business and facilitating comparisons of Danaher’s revenue performance with its performance in prior and future periods and to Danaher’s peers. Management also uses thisthese non-GAAP financial measuremeasures to measureassess the Company’s operating and financial performance and uses core sales growth as one of the performance measures in the Company’s executive short-term cash incentive compensation program. The Company excludes the effect of currency translation from thisthese measuremeasures because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The Company excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult. The Company deems acquisition-related transaction costs incurred in a given period to be significant (generally relating to the Company’s larger acquisitions) if it determines that such costs exceed the range of acquisition-related transaction costs typical for Danaher in a given period.

Operating profit margins increased 40520 basis points from 22.2%12.8% during the three-month period ended MarchJune 28,27, 2025 to 22.6%18.0% for the three-month period ended MarchJune 27,26, 2026.

FirstSecond quarter 2026 vs. firstsecond quarter 2025 operating profit margin comparisons were favorably impacted by:

•FirstSecond quarter 2025 impairment charge related to a facilitytrade name in the BiotechnologyLife segmentSciences segment. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information - 25730 basis points FirstSecond quarter 2026 vs. firstsecond quarter 2025 operating profit margin comparisons were unfavorably impacted by:

•FirstSecond quarter 2026 fair value adjustments to inventory, transaction costs deemed significant and pre-acquisition share-based and change-in-control payments, in each case related to the anticipated acquisition of Masimo Corporation (“Masimo”)Acquisition in the Diagnostics segment - 25175 basis points

Price increases in the segment contributed 2.0%1.5% to sales growth on a year-over-year basis duringin theboth three-month period ended March 27, 2026periods and are reflected as a component of core sales above.

Total segment sales increased 11.5%4.0% and 7.5% during the three-monththree period.and six-month periods, respectively. The increase in segment sales in both the three-monththree periodand six-month periods was led by increased core sales, and to a lesser extent by the impact of currency exchange rates. In the three-month period ended June 26, 2026, the year-over-year increase in total segment core sales was led by increased sales of consumables and to a lesser extent, higher equipment sales. The year-over-year increase in total segment core sales in the six-month period ended June 26, 2026 was led by increased sales of consumables, partially offset by lower equipment sales. Geographically, the increase in core sales in the three-month period ended June 26, 2026 was led by China, partially offset by Western Europe and China,North America. The decrease in core sales in developed markets was primarily driven by difficult prior year comparisons. The increase in core sales in the six-month period ended June 26, 2026 was led by China and Western Europe, partially offset by North America.

The year-over-year increase in core sales in the segment in the three and six-month periods was led by high-singlelow-single digit increasesand inmid-single digit core salesgrowth, respectively, in the bioprocessing businessbusiness. andThis growth was primarily driven by improved consumables demand fromand to a lesser extent, improved equipment sales in the three-month period, which more than offset the impact of certain large pharmaceuticalcommercial customers,customers partiallymoving offsetthe bytiming lowerof equipmentshipments sales.out of the quarter. Core sales in the discovery and medical business decreasedincreased year-over-year asin both periods, driven by increased coreconsumables salesin ofboth medicalperiods, filtrationled by pharma and biopharma customers and an improving academic and research consumables was more than offset by lower core sales in protein research equipment, as academic customers continued to face funding constraints.environment.

Operating profit margins increased 23030 basis points during the three-month period ended MarchJune 27,26, 2026 as compared to the comparable period of 2025.2025 Thedue followingto factorshigher favorablysecond impactedquarter year-over-year2026 operatingcore profitsales, margin:net of the impact of product mix.

•FirstOperating quarterprofit 2025margins impairmentincreased charge related to a facility - 90120 basis points Amortization of intangible assets as a percentage of sales decreased during the three-monthsix-month period ended MarchJune 27,26, 2026 as compared to the comparable period of 2025,2025. primarilyThe asfollowing afactors resultfavorably ofimpacted theyear-over-year increaseoperating inprofit sales.margin:

Price changes in the segmentincreases did not have a significant impact on sales growth on a year-over-year basis during both the three-monththree periodand six-month periods ended MarchJune 27,26, 2026 and are reflected as a component of core sales above.

Total segment sales increased 3.5%5.5% and 4.5%, respectively, during the three-monththree periodand six-month periods ended MarchJune 27,26, 2026. The sales increase in both periods was primarily driven by currencyincreased exchangecore rates,sales, and to a lesser extent ancurrency increaseexchange rates in corethe sales.six-month period. The year-over-year increase in total segment core sales in both the three-monththree periodand six-month periods ended MarchJune 27,26, 2026 was driven by an increase in consumables sales,sales partiallyand offsetto bya decreasedlesser extent higher demand for equipment. DemandOver the first half of 2026, demand from applied, pharmaceutical, biopharmaceutical and biotechnology customers continued to strengthen and demand from academic and government customers wasimproved modestly, but remains muted in the first quarter, with some areas of improving activity. The Company continues to see a gradual improvement in large pharma and biopharma customers.overall. Geographically, the core sales increase was led by China.the high-growth markets in both periods.

The year-over-year increase in segment core sales in both the three-monththree periodand six-month periods was led by the filtration business and to a lesser extent, the life sciences instruments and life sciences consumables businesses. The year-over-year core sales increase in the filtration business in both periods was driven by increasedhigher demand in thefor microelectronic end-market,and primarilyenergy in China.products. In the lifethree-month sciencesperiod consumablesended businessesJune 26, 2026, the year-over-yearincrease in core sales increase was primarily driven by increased demand for plasmids products, partially offset by lower demand for gene reading and gene writing and editing products. Inin the life science instruments businesses,businesses corewas salesdriven decreasedby year-over-year as lower equipmenthigher demand morefor thanconsumables offsetin the flow cytometry and lab automation solutions business and mass spectrometry businesses and increased demand for consumables,equipment driven byin the microscopy and mass spectrometry businesses. The increase in core sales in the life science instruments businesses in the six-month period ended June 26, 2026 was driven by increased demand for consumables, partially offset by lower equipment demand.

Operating profit margins increased 1002,640 basis points during the three-month period ended MarchJune 27,26, 2026 as compared to the comparable period of 2025. Year-over-yearThe following factors favorably impacted year-over-year operating profit margin was favorably impacted by higher first quarter 2026 core sales, improvements in leverage in the segment’s operational and administrative cost structure and the impact of currency exchange rates, net of the impact of product mix.:

Sales DeclineGrowth and Core Sales Growth (Decline)

Price decreases in the segment of 2.0%,1.5% in both the three and six-month periods ended June 26, 2026, primarily attributable to the volume-based procurement program in China and the impact of sales promotions,promotions in the six-month period ended June 26, 2026, negatively impacted the year-over-year change in sales during the three-month period ended March 27, 2026 and are reflected as a component of core sales above.

During both the three-monththree periodand six-month periods ended MarchJune 27,26, 2026, core sales in the molecular diagnostics business declined year-over-year as increased core sales of non-respiratory tests were more than offset by decreased core sales of respiratory tests. The decreased demand for respiratory tests was driven primarily by a less severe respiratory season in the first quarterhalf of 2026 compared to the comparable period of 2025. The relative severity of the upcoming respiratory season and the timing of customer purchases in the first quarterhalf of 2026 in preparation offor such respiratory season could adversely impact demand for such tests over the remainder of 2026. In the segment’s clinical diagnostics businessesbusinesses, core sales increased year-over-year in both the firstthree quarterand ofsix-month 2026,periods, led by the clinical lab business, and to a lesser extent by the acute care diagnostics and pathology diagnostics business.businesses. In the clinical lab businesses, increased year-over-year core sales in North America and in the high growth markets outside of China, led by North America, more than offset core sales declines in China in the three-monththree period.and six-month periods.

Operating profit margin decreased 140710 basis points during the three-month period ended MarchJune 27,26, 2026 as compared to the comparable period of 2025. The following factors unfavorably impacted year-over-year operating profit margin:

•Lower first quarter 2026 core sales and theThe impact of product mix,mix netand of improvementschanges in leverage in the segment’s operational and administrative cost structurestructure, net of higher second quarter 2026 core sales - 75165 basis points

Cost of sales increased year-over-year during both the three-monththree periodand six-month periods ended MarchJune 27,26, 2026 as compared to the comparable periodperiods in 2025. The increase was primarily due to the impact of higher year-over-year sales volumesvolumes, the impact of recently acquired businesses and currencya exchange$46 rates.million Theseacquisition-related charge associated with the fair value adjustment to inventory recorded in connection with the Masimo Acquisition in the second quarter of 2026. In the six-month period ended June 26, 2026, these increases were partially offset by a $15 million impairment charge related to a facility in the Biotechnology segment recorded in 2025.

Year-over-year gross profit margin decreased during both the three-monththree periodand six-month periods ended MarchJune 27,26, 2026 as compared to the comparable periodperiods in 2025 primarily due to product mix, the impact of currencyproduct exchange ratesmix and tariffthe costs,fair value adjustment to inventory in 2026, referenced above, partially offset by the impact of continued productivity improvement initiatives and higher year-over-year sales volumes. Gross margin was also impacted by the facility impairment recorded in 2025, referenced above.above in the six-month period.