8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2025

Stryker Corporation

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (269) 385-2600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 19, 2025, Stryker Corporation, a Michigan corporation (“Stryker”), and Eagle 1 Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Stryker, completed the acquisition of Inari Medical, Inc., a Delaware corporation (“Inari”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of January 6, 2025 (the “Merger Agreement”), among Stryker, Inari, and, following its execution and delivery of a joinder thereto on January 7, 2025, Merger Sub. At the closing, Merger Sub merged with and into Inari pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Inari continuing as the surviving corporation. The total aggregate consideration paid by or on behalf of Stryker and Merger Sub in the transaction was approximately $4.94 billion in cash.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which Stryker filed as Exhibit 2.1 to its Current Report on Form 8-K dated January 7, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.