10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-13149

STRYKER CORPORATION

(Exact name of registrant as specified in its charter)

Michigan				38-1239739
(State of incorporation)				(I.R.S. Employer Identification No.)
1941 Stryker Way,	Portage,		Michigan	49002
(Address of principal executive offices)				(Zip Code)
		(269)	385-2600
(Registrant’s telephone number, including area code)						Securities registered pursuant to Section 12(b) of the Act:
---	---	---
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.10 Par Value	SYK	New York Stock Exchange
2.125% Notes due 2027	SYK27	New York Stock Exchange
3.375% Notes due 2028	SYK28	New York Stock Exchange
0.750% Notes due 2029	SYK29	New York Stock Exchange
2.625% Notes due 2030	SYK30	New York Stock Exchange
1.000% Notes due 2031	SYK31	New York Stock Exchange
3.375% Notes due 2032	SYK32	New York Stock Exchange
3.625% Notes due 2036	SYK36	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☒      No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes ☐              No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for

the past 90 days.Yes ☒      No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒       No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the

Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐	Small reporting 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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit

report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing

reflect the correction of an error to previously issued financial statements.                                                                                                                                        ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any

of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).                                                                                                ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $144,306,436,547 at June 30, 2025. There were

382,688,675 shares outstanding of the registrant’s common stock, $0.10 par value, on January 31, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement to be filed with the U.S. Securities and Exchange Commission relating to the 2026 Annual Meeting of Shareholders (the 2026

proxy statement) are incorporated by reference into Part III.

STRYKER CORPORATION	2025 FORM 10-K

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	12
Item 1C.	Cybersecurity	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Financial Statements and Supplementary Data	25
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	25
	Consolidated Statements of Earnings	27
	Consolidated Statements of Comprehensive Income	27
	Consolidated Balance Sheets	28
	Consolidated Statements of Shareholders’ Equity	29
	Consolidated Statements of Cash Flows	30
	Notes to Consolidated Financial Statements	31
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence	46
Item 14.	Principal Accountant Fees and Services	47
PART IV
Item 15.	Exhibits, Financial Statement Schedules	48
Item 16.	Form 10-K Summary	51
Dollar amounts in millions except per share amounts or as otherwise specified.	1
---	---		STRYKER CORPORATION	2025 FORM 10-K
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PART I
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ITEM 1.	BUSINESS.
---	---

Stryker Corporation (Stryker or the Company) is a global leader

in medical technologies and, together with our customers, we are

driven to make healthcare better. We offer innovative products

and services in MedSurg, Neurotechnology and Orthopaedics

that help improve patient and healthcare outcomes. Alongside

our customers around the world, we impact more than 150 million

patients annually.

Our core values guide our behaviors and actions and are

fundamental to how we execute our mission.

Stryker was incorporated in Michigan in 1946 as the successor

company to a business founded in 1941 by Dr. Homer H. Stryker,

a prominent orthopaedic surgeon and inventor of several medical

products. Our products are sold in approximately 61 countries

through company-owned subsidiaries and branches as well as

third-party dealers and distributors, and include surgical

equipment and surgical navigation systems; endoscopic and

communications systems; patient handling, emergency medical

equipment and intensive care disposable products; clinical

communication and artificial intelligence-assisted virtual care

platform technology; products for traditional brain and open skull-

based surgical procedures; minimally invasive products for the

treatment of acute ischemic and hemorrhagic stroke and venous

thromboembolism; implants used in joint replacement and trauma

surgeries; Mako robotic-arm assisted technology; as well as other

products used in a variety of medical specialties. Most of our

products are marketed directly to doctors, hospitals and other

healthcare facilities.

As used herein, and except where the context otherwise requires,

"Stryker," "we," "us," and "our" refer to Stryker Corporation and its

consolidated subsidiaries.

Business Segments and Geographic Information

We segregate our operations into two reportable business

segments: (i) MedSurg and Neurotechnology and (ii)

Orthopaedics. Financial information regarding our reportable

business segments and certain geographic information is

included under "Consolidated Results of Operations" in Item 7 of

this report and Note 14 to our Consolidated Financial Statements.

Net Sales by Reportable Segment
	2025		2024		2023
MedSurg and<br><br>Neurotechnology	$15,647	62%	$13,518	60%	$12,163	59%
Orthopaedics	9,469	38	9,077	40	8,335	41
Total	$25,116	100%	$22,595	100%	$20,498	100%

MedSurg and Neurotechnology

MedSurg and Neurotechnology products include surgical

equipment, patient and caregiver safety technologies, and

navigation systems (Instruments), endoscopic and

communications systems (Endoscopy), and patient handling,

emergency medical equipment, intensive care disposable

products, clinical communication and artificial intelligence-

assisted virtual care platform technology (Medical), minimally

invasive products for the treatment of acute ischemic and

hemorrhagic stroke and venous thromboembolism (Vascular) and

a comprehensive line of products for traditional brain and open

skull-based surgical procedures, orthobiologic and biosurgery

products, including synthetic bone grafts and vertebral

augmentation products (Neuro Cranial).

We are one of five leading global competitors in Instruments; the

other four being Zimmer Biomet Holdings, Inc. (Zimmer),

Medtronic plc (Medtronic), Johnson & Johnson MedTech (a

subsidiary of Johnson & Johnson) and ConMed Linvatec, Inc. (a

subsidiary of CONMED Corporation). We are one of seven

leading global competitors in Endoscopy; the other six being Karl

Storz GmbH & Co., Olympus Optical Co. Ltd., Smith & Nephew

plc (Smith & Nephew), ConMed Linvatec, Arthrex, Inc. and

STERIS plc. We are one of five leading global competitors in

Medical; the other four being Baxter International Inc., Zoll

Medical Corporation, Medline Industries and Ferno-Washington,

Inc. We are one of five leading global competitors in Vascular and

Neuro Cranial; the other four being Medtronic, Johnson &

Johnson MedTech, Terumo Corporation and Penumbra, Inc.

Composition of MedSurg and Neurotechnology Net Sales
	2025		2024		2023
Instruments	$3,183	20%	$2,834	21%	$2,534	21%
Endoscopy	3,807	24	3,389	25	3,068	25
Medical	4,204	27	3,852	28	3,459	28
Vascular	1,968	13	1,307	10	1,226	11
Neuro Cranial	2,485	16	2,136	16	1,876	15
Total	$15,647	100%	$13,518	100%	$12,163	100%

In 2025 Instruments launched Steri-Shield 8 which is a lighter,

more comfortable, and more customizable operating room

personal protection system, with improved visibility, cooling, and

battery performance versus prior generations. In addition, we

completed the acquisition of Guard Medical Inc., whose primary

focus is on Negative Pressure Wound Therapy for surgical

patients.  The acquisition of Guard Medical, Inc. is

complementary to our Orthopaedic Instruments business as we

continue to focus on the surgical wound care market.

Endoscopy continued to deliver its 4K 1788 Camera platform to

the market in addition to the launch of the Connected OR IP

BRAVoE integration portfolio. Our 1788 Camera platform features

several enhancements for a broader range of clinical applications

and specialties, including urology, neurology, ear, nose, throat

and arthroscopy and can be used to visualize indocyanine green

and CYTALUX. The Connected OR IP BRAVoE launch expands

the connected capabilities of iSuite.

Medical continued the global launch of the LIFEPAK 35 monitor/

defibrillator, our next generation platform designed to optimize

care with new clinical features such as the new Glasgow 30.4

algorithm, cprINSIGHT, 15-lead monitoring capabilities, and STJ

insight and mapping. LIFEPAK 35 combines a modern intuitive

touch screen display and increased processing power with

Bluetooth and WiFi data connectivity.  We also launched the

Vocera Sync Badge this year, a trusted clinician handsfree

communication endpoint that provides real-time communication

and alerts while extending Smart Hospital workflows directly into

| Dollar amounts in millions except per share amounts or as otherwise specified. | 2 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

daily clinical practice. Medical also completed the acquisition of

Advanced Medical Balloons (AMB), an indwelling fecal

management system that specializes in solutions that help

enhance care delivery by combining intelligent design with the

exceptional properties of ultra-thin polyurethane. AMB Medical

adds complementary technology to the Stryker Sage

incontinence portfolio and will help address problems in the

market that include hospital-acquired infections, pressure injuries,

staff satisfaction and retention.

In 2025 we changed the name of our Neurovascular business to

Vascular with the acquisition of Inari Medical, Inc. (Inari) whose

product portfolio includes minimally invasive products for the

treatment of venous thromboembolism.  Neurovascular and Inari

are jointly now Vascular. Vascular launched the Broadway

System in the United States, a fully integrated stroke solution that

provides a new level of access and support in large- and super-

bore catheter procedures. Additionally, Vascular accelerated the

launch of the Surpass Elite Flow Diverting Stent (FDS) in the

United States, Europe, and parts of Asia-Pacific. Surpass Elite

FDS is designed to reduce thrombin generation when compared

to unmodified stents.

Neuro Cranial launched OptaBlate BVN in 2025 which is a

radiofrequency nerve ablation system used to access and ablate

the basivertebral nerve to treat vertebrogenic pain.

Orthopaedics

Orthopaedics products primarily include implants used in total

joint replacements, such as hip, knee and shoulder, ankle, and

trauma and extremities surgeries. We bring patients and

physicians advanced implant designs and specialized

instrumentation that make orthopaedic surgery and recovery

simpler, faster and more effective. We support surgeons with the

technologies, products and services they need to support each

patient’s clinical challenge.

We are one of four leading global competitors for joint

replacement and trauma and extremities products and robotics;

the other three being Zimmer, Johnson & Johnson MedTech and

Smith & Nephew.

Composition of Orthopaedics Net Sales
	2025		2024		2023
Knees	$2,656	28%	$2,447	27%	$2,273	27%
Hips	1,865	20	1,704	19	1,544	18
Trauma and Extremities	3,948	42	3,507	39	3,147	38
Spinal Implants	185	2	707	8	713	9
Other	815	9	712	8	658	8
Total	$9,469	100%	$9,077	100%	$8,335	100%

In 2025 we continued to expand the global footprint of Mako

SmartRobotics, which is now available in more than 45 countries.

To date, over one million robotic Mako Total Knee procedures

and more than two million robotic procedures across Mako Total

Knee, Mako Total Hip, and Mako Partial Knee have been

performed worldwide.

2025 also marked a significant period of product launches and

new application development. Most notably, we introduced the

Mako 4 platform, a meaningful advancement for both newly

established and existing Mako sites. This platform is built around

our Q‑Guidance system—an advanced guidance technology

designed to enable new hardware and software capabilities

across a broad range of subspecialties.

The first application released on the Mako 4 platform is the Total

Hip Advanced Primary and Revision application. We received

510(k) clearance for Mako Total Hip with Advanced Primary and

Revision with full market release in the third quarter of 2025.

Complex primary and revision total hip arthroplasty procedures

often present challenges such as bone loss and absent

anatomical landmarks. With our advanced Mako Total Hip

solution, we aim to extend the benefits of Mako SmartRobotics™

to simplify these demanding cases. Mako Total Hip with

Advanced Primary and Revision represents Stryker’s first-to-

market, robotically enabled revision hip arthroplasty procedure.

We also introduced Mako Shoulder, which expands the

SmartRobotics suite of applications. Mako Shoulder integrates

three market-leading technologies: Tornier implants, Blueprint

planning software, and Mako SmartRobotics. The application

offers haptically guided preparation for Tornier Perform Reversed

Glenoid and Tornier Reversed Augmented Glenoid implants for

primary shoulder arthroplasty. We completed the first Mako

Shoulder cases in 2024, and the application remained in limited

market release throughout 2025. Full commercial launch in the

United States is planned for the first quarter of 2026.

Raw Materials and Inventory

Raw materials essential to our business are generally readily

available from multiple sources; however, certain of our raw

materials are currently sourced from single suppliers.

Substantially all products we manufacture are stocked in

inventory, while certain MedSurg products are assembled to

order.

Patents and Trademarks

Patents and trademarks are significant to our business to the

extent that a product or an attribute of a product represents a

unique design or process. Patent protection of such products

restricts competitors from duplicating these unique designs and

features. We seek to obtain patent protection on our products

whenever appropriate for protecting our competitive advantage.

On December 31, 2025 we owned approximately 5,600 United

States patents and approximately 9,000 patents in other

countries.

Seasonality

Our business is generally not seasonal in nature; however, the

number of orthopaedic implant surgeries is typically lower in the

summer months, and sales of capital equipment are generally

higher in the fourth quarter.

Competition

In each of our product lines we compete with local and global

companies. The development of innovative products is important

to our success in all areas of our business. Competition in

research involving the development and improvement of new and

existing products and processes is particularly significant. The

competitive environment requires substantial investments in

continuing research and maintaining sales forces.

We believe our commitment to innovation, quality and service

and our reputation differentiates us in the highly competitive

product categories in which we operate and enables us to

compete effectively. We believe that our competitive position in

the future will depend largely on our ability to develop new

products and make improvements to existing products.

Regulation

Our businesses are subject to varying degrees of governmental

regulation in the countries in which we operate, and the general

trend is toward increasingly stringent regulation. We are required

to comply with the unique regulatory requirements of each

country in which we market and sell our products.

In the United States the Medical Device Amendments of 1976 to

the Federal Food, Drug and Cosmetic Act and its subsequent

| Dollar amounts in millions except per share amounts or as otherwise specified. | 3 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

amendments and the regulations issued and proposed

thereunder provide for federal regulation by the United States

Food and Drug Administration (FDA) of the design, manufacture

and marketing of medical devices, including most of our products.

In addition, state licensing requirements often apply to certain of

our business operations and products. On the federal level, many

of our new products fall into FDA classifications that require

notification submitted as a 510(k) and review by the FDA before

we begin marketing them. Certain of our products require

extensive clinical testing, consisting of safety and efficacy

studies, followed by pre-market approval applications for specific

surgical indications. Certain of our products also fall under other

FDA classifications, such as drugs and Human Cells, Tissues,

and Cellular and Tissue-Based Products.

The FDA's Quality System regulations set forth standards for our

product design and manufacturing processes, require the

maintenance of certain records and provide for inspections of our

facilities by the FDA. There are also certain requirements of

state, local and foreign governments that must be complied with

in the manufacture and marketing of our products.

The European Union enacted the European Union Medical

Device Regulation in May 2017 with an original effective date of

May 2022, which imposes stricter requirements for the marketing

and sale of medical devices, including in the areas of clinical

evaluation requirements, quality systems, labeling and post-

market surveillance. Extended transition timelines were published

in 2023 which range from May 2026 through December 2028

depending on the type of device and we are on track to meet

these timelines.

Initiatives to limit the growth of general healthcare expenses and

hospital costs are ongoing. These initiatives are sponsored by

government agencies, legislative bodies and the private sector

and include price regulation and competitive pricing. It is not

possible to predict the long-term impact of such cost containment

measures on our future business. In addition, business practices

in the healthcare industry are scrutinized, particularly in the

United States, by federal and state government agencies. Any

resulting investigations and prosecutions potentially carry the risk

of significant civil and criminal penalties.

Environment

We are subject to various rules and regulation in the United

States and internationally related to the protection of human

health and the environment. Our operations involve the use of

substances regulated under environmental laws, primarily in

manufacturing and sterilization processes. We believe our

policies, practices and procedures are properly designed to

comply, in all material respects, with applicable environmental

laws and regulations. We do not expect compliance with these

requirements to have a material effect on purchases of property,

plant and equipment, cash flows, net earnings or competitive

position.

Employees

On December 31, 2025 we had approximately 56,000 employees

globally, with approximately 28,000 employees in the United

States. Our talented employees are an integral reason for our

standing as a global leader in medical technologies where,

together with our customers, we are driven to make healthcare

better. Our company values of integrity, accountability, people

and performance are a key component of that mission. Our

people, as one of our core values, continue to be a key focus.

Our success depends on our ability to attract the best talent. To

do so, we continue to focus on establishing and maintaining a

great workplace. We believe in attracting the right people,

maintaining and building employee engagement and developing

our employees. We believe when people are able to do what they

do best, they will look forward to coming to work and, in turn, will

deliver great business results.

Our leadership team and Board of Directors receive regular

updates on our people and culture strategy and provide feedback

on our strategy and goals, including alignment to our mission and

values, peer benchmarking and stakeholder feedback.

Employee Development

Our employee development is extensive and exists at all levels of

the organization, including company-wide training on our Code of

Conduct, job-related technical training and management and

leadership training. Our development programs include on-the-

job learning, coaching and mentoring, management and

leadership development courses, team building and collaboration

training and immersive experiences with expert partners.

We encourage all employees to establish development

objectives, in partnership with their manager, to help employees

gain the needed development experience to grow their careers.

Employee Engagement

An engaged workplace culture that drives performance and

business outcomes is central to our mission. Listening to and

learning from our employees forms the foundation of an engaging

culture. More than 90% of our employees participate in our

annual engagement survey, which provides a valued platform for

listening and allows us to act on the feedback collected.

We supplement our annual engagement survey with targeted

pulse surveys to gather feedback on topics relevant to the current

climate.

We also provide tools and resources that enable managers and

teams to act on the insights we gain from our surveys and to

drive employee engagement and strong business outcomes.

Inclusion

We believe our individual strengths, experiences, and

perspectives are essential for delivering on our mission. By

caring for each other, we foster a culture where everyone feels

heard and valued. How we work together is critical to our

success, and we believe it takes everyone. Every voice. Every

person. Every connection.

Attracting and Hiring

We understand that every employee drives our success. We

focus on attracting, identifying and selecting strong candidates

who will be successful at Stryker and ensuring that each person

we hire brings the talent, expertise and passion we need to

continue to be successful.

Health and Safety

Ensuring our employees' safety is a top priority. It is a

responsibility that we share throughout the company and one that

has evolved to meet the needs of our workforce. Employees'

safety risks vary depending on the roles they perform, so we

tailor our safety efforts accordingly.

Competitive Pay and Benefits

Our compensation and benefits programs are designed to attract

and retain top talent and to incentivize performance and

alignment to our mission and values.

We offer market-competitive base pay and benefits to our

employees in countries around the world. We regularly evaluate

| Dollar amounts in millions except per share amounts or as otherwise specified. | 4 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

our compensation and benefit offerings and levels, using

recognized outside consulting firms to ensure internal fairness

and competitiveness in our offerings.

Most of our employees also have variable compensation

components that reward employees based on individual,

business unit and/or company-wide performance.

Our proxy statement provides more detail on the competitive

compensation programs we offer to our executive officers.

Information about our Executive Officers

As of January 31, 2026
Name	Age	Title	First Became<br><br>an Executive<br><br>Officer
Kevin A. Lobo	60	Chair and Chief Executive Officer	2011
William E. Berry Jr.	60	Vice President, Chief Accounting<br><br>Officer	2014
Dylan B. Crotty	49	Group President, Orthopaedics	2026
M. Kathryn Fink	56	Vice President, Chief Human<br><br>Resources Officer	2016
Robert S. Fletcher	55	Vice President, Chief Legal<br><br>Officer	2019
Debra King	54	Vice President, Chief Digital and<br><br>Information Officer	2025
Viju S. Menon	58	Group President, Global Quality<br><br>and Operations	2018
Kimberly A. Montagnino	38	Vice President, Chief<br><br>Communications Officer	2025
J. Andrew Pierce	52	Group President, MedSurg and<br><br>Neurotechnology	2021
Spencer S. Stiles	49	President and Chief Operating<br><br>Officer	2021
Preston W. Wells	49	Vice President, Chief Financial<br><br>Officer	2025

Each of our executive officers held the position above or served

Stryker in various executive or administrative capacities for at

least five years, except for Ms. King and Ms. Montagnino. Prior to

joining Stryker in May 2025, Ms. King served as the Chief

Technology Officer at Bunge for two years and as the Chief

Information Officer at Corteva, Inc. from 2017 to 2021. Prior to

joining Stryker in June 2024, Ms. Montagnino held multiple

corporate affairs leadership roles with Johnson & Johnson during

the previous eight years, most recently as Senior Director,

Communications Johnson & Johnson MedTech. While at Stryker,

Ms. Montagnino previously served as Vice President, Global

Communications.

Available Information

Our main corporate website address is www.stryker.com. The

information on our website is not incorporated by reference into

this report. Copies of our filings with the United States Securities

and Exchange Commission (SEC) are available free of charge on

our website within the "Investors Relations" section as soon as

reasonably practicable after having been electronically filed or

furnished to the SEC. All SEC filings are also available at the

SEC's website at www.sec.gov.

Forward-Looking Statements

This report contains statements that are not historical facts and

are considered "forward-looking statements" within the meaning

of the Private Securities Litigation Reform Act of 1995. These

statements are based on current projections about operations,

industry conditions, financial condition and liquidity. Words that

identify forward-looking statements include, without limitation,

words such as "may," "could," "will," "should," "possible," "plan,"

"predict," "forecast," "potential," "anticipate," "estimate," "expect,"

"project," "intend," "believe," "may impact," "on track," "goal,"

"strategy" and words and terms of similar substance used in

connection with any discussion of future operating or financial

performance, an acquisition or our businesses. In addition, any

statements that refer to expectations, projections or other

characterizations of future events or circumstances, including any

underlying assumptions, are forward-looking statements. Those

statements are not guarantees and are subject to risks,

uncertainties and assumptions that are difficult to predict.

Therefore, actual results could differ materially and adversely

from these forward-looking statements, historical experience or

our present expectations. Some important factors that could

cause our actual results to differ from our expectations in any

forward-looking statements include:

•weakening of economic conditions, or the anticipation thereof,

that could adversely affect the level of demand for our

products;

•geopolitical risks, including from international conflicts and

tariffs, which could, among other things, lead to increased

market volatility;

•pricing pressures generally, including cost-containment

measures that have adversely affected and could in the future

adversely affect the price of or demand for our products;

•changes in foreign currency exchange markets;

•legislative and regulatory actions;

•unanticipated issues arising in connection with clinical studies

and otherwise that affect approval of new products by the

FDA and foreign regulatory agencies;

•inflationary pressures;

•increased interest rates or interest rate volatility;

•supply chain disruptions;

•changes in labor markets;

•changes in coverage and reimbursement levels from third-

party payors;

•changes in the competitive environment;

•breaches, failures or other disruptions of our or our vendors’

or customers’ information technology systems or products,

including by cyber-attack, data leakage, unauthorized access

or theft;

•a significant increase in product liability claims;

•the ultimate total cost with respect to recall-related and other

regulatory and quality matters;

•the impact of investigative and legal proceedings and

compliance risks;

•resolution of tax audits;

•changes in tax laws and regulations;

•the impact of legislation to reform the healthcare system in the

United States or other countries;

•costs to comply with medical device regulations;

•changes in financial markets;

•changes in our credit ratings;

•our ability to integrate and realize the anticipated benefits of

acquisitions in full or at all or within the expected timeframes,

including our acquisition of Inari Medical, Inc. ("Inari");

•our ability to realize any anticipated cost savings;

•potential negative impacts resulting from climate change or

other environmental, social and governance and sustainability

related matters;

•the impact on our operations and financial results of any

public health emergency and any related policies and actions

by governments or other third parties; and

•other risks detailed in our filings with the SEC.

While we believe that the assumptions underlying such forward-

looking statements are reasonable, there can be no assurance

that future events or developments will not cause such

statements to be inaccurate. All forward-looking statements

| Dollar amounts in millions except per share amounts or as otherwise specified. | 5 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

contained in this report are qualified in their entirety by this

cautionary statement. We expressly disclaim any intention or

obligation to publicly update or revise any forward-looking

statement to reflect any change in our expectations or in events,

conditions or circumstances on which those expectations may be

based, or that affect the likelihood that actual results will differ

from those contained in the forward-looking statements

Trademarks

All trademarks or trade names referred to in this report are the

property of the Company, or, to the extent trademarks or trade

names belonging to other companies are referenced in this

report, the property of their respective owners. Solely for

convenience, the trademarks and trade names in this report are

referred to without the ® and ™ symbols, but such references

should not be construed as any indicator that the Company or, to

the extent applicable, their respective owners will not assert, to

the fullest extent under applicable law, the Company’s or their

rights thereto. We do not intend the use or display of other

companies’ trademarks and trade names to imply a relationship

with, or endorsement or sponsorship of us by, any other

companies.

ITEM 1A.	RISK FACTORS.

Our operations and financial results are subject to various risks

and uncertainties discussed below that could materially and

adversely affect our business, cash flows, financial condition and

results of operations. Additional risks and uncertainties not

currently known to us or that we currently deem not to be material

or that could apply to any company may also materially and

adversely affect our business, cash flows, financial condition or

results of operations. If any of the risks discussed below or other

risks actually occur or continue to occur, our business, financial

condition, operating results or cash flows could be materially

adversely affected. Accordingly, you should carefully consider the

following risk factors, as well as other information contained in or

incorporated by reference in this report.

BUSINESS AND OPERATIONAL RISKS

We use a variety of raw materials, components, devices and

third-party services in our global supply chains, production

and distribution processes; significant shortages, price

increases or unavailability of third-party services have in the

past increased, and could in the future increase, our

operating costs and could require significant capital

expenditures or adversely impact the competitive position of

our products: Our reliance on certain suppliers to secure raw

materials, components and finished devices, and on certain third-

party service providers, such as sterilization service providers,

exposes us to the risk of product shortages and unanticipated

increases in prices, whether due to inflationary pressure,

regulatory changes, litigation exposure, tariffs, geopolitical

tensions or otherwise. For example, in the past we have

experienced limited product availability due to an electronic

component shortage in certain product lines. If a similar shortage

occurs in the future with respect to any raw materials or

components, we may not be able to obtain them from our

suppliers on a timely basis, or at all, or identify alternative

suppliers. In addition, several raw materials, components,

finished devices and services are procured from a sole source

due to, among other things, the quality considerations, unique

intellectual property considerations or constraints associated with

regulatory requirements. If sole-source suppliers or service

providers are unable or unwilling to deliver these materials or

services as a result of financial difficulties, business disruptions,

acquisition by a third party, natural disasters, embargoes, tariffs

or otherwise, we may not be able to manufacture or have

available one or more products during such period of

unavailability and our business could suffer, possibly materially.

In certain cases, we may not be able to establish additional or

replacement suppliers for such materials or service providers for

such services in a timely or cost-effective manner, often as a

result of FDA and other regulations that require, among other

things, validation of materials, components and services prior to

their use in or with our products. In certain instances we have

been unable to meet demand due to supply chain challenges,

which has led to loss of sales. Although the impacts have not

been material to date, an inability to meet demand due to supply

chain challenges in the future could materially adversely impact

our reputation, the competitive position of our products and our

business. In addition, recently enacted tariffs by the United States

government and retaliatory measures by other governments

could adversely impact our supply chain or the availability of

certain components. Any of the foregoing risks could have a

material adverse impact on our profitability and results of

operations.

In addition, in recent years, the market has experienced

inflationary pressures in part due to global supply chain

disruptions, labor shortages and other impacts following the

COVID-19 pandemic. Inflation in the United States and in many

of the countries where we conduct business has resulted in, and

may in the future result in, high interest rates and increased

capital, energy, shipping and labor costs, weakening or

strengthening exchange rates against the United States Dollar

and other similar effects. We have continued to experience, and

may in the future experience, inflationary increases in

manufacturing costs and operating expenses, as well as negative

impacts from weakening or strengthening exchange rates against

the United States Dollar. Although we have been able to pass

certain cost increases on to our customers, we have not been

able to pass along all cost increases and we cannot guarantee

that we will be able to do so in the future, including in connection

with proposed or enacted tariffs. Inflation, high interest rates,

interest rate volatility or proposed or enacted tariffs may also

cause our customers to reduce or delay orders for our products

and services. Any of the foregoing could have a material adverse

impact on our sales, profitability and results of operations.

We are subject to pricing pressures as a result of cost

containment measures in the United States and other

countries and other factors, including changes in

reimbursement practices and coverage policies and third-

party payor cost containment measures: Initiatives to limit the

growth of general healthcare expenses and hospital costs are

ongoing and gaining increased attention in the markets in which

we do business. These initiatives are sponsored by government

agencies, legislative bodies and the private sector and include

price regulation and competitive pricing. For example, China has

implemented a volume-based procurement process designed to

decrease prices for medical devices and other products. Pricing

pressure has also increased due to pressures on healthcare

budgets, continued consolidation among healthcare providers,

trends toward managed care, the shift toward governments

becoming the primary payers of healthcare expenses, reduction

in coverage or reimbursement levels and medical procedure

volumes and government laws and regulations relating to sales

and promotion, reimbursement and pricing generally. Coverage

policies and reimbursement levels can vary across the payer

community globally, regionally, and locally, and may affect which

products customers purchase, the market acceptance rate for

new technologies and the prices customers are willing to pay for

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those products in a particular jurisdiction. Furthermore, any

changes to the coverage or reimbursement landscape, or

adverse decisions relating to our products by administrators of

these systems could significantly reduce reimbursement for

procedures using our products or result in denial of

reimbursement for those products, which could adversely affect

customer demand, or the price customers are willing to pay for

such products. Public and private payers have challenged, and

are expected to continue to challenge, prices charged for medical

products and services. Such downward pricing pressures from

any or all of these payers may result in an adverse effect on our

business, results of operations, financial condition and cash

flows. We have also reduced prices for certain products due to

increased competition and if we further reduce prices, we could

become less profitable. In addition, due to healthcare industry

consolidation in recent years, competition to provide goods and

services to industry participants has become, and may continue

to become, more intense, and this consolidation has produced,

and may continue to produce, larger enterprises with more

bargaining power. Pricing pressures related to any of the

foregoing or other factors have impacted and could in the future

impact our results of operations and profitability.

We operate in a highly competitive industry in which

competition and the regulatory burden in the development

and improvement of new and existing products is

significant: The markets in which we compete are highly

competitive, and a significant element of our strategy is to

increase revenue growth by focusing on innovation, new product

development and improvement of existing products, including

connectivity solutions. New business models, products and

surgical procedures, as well as improvements to existing

products, are introduced on an ongoing basis and our present or

future products could be rendered obsolete or uneconomical by

internal or external technological advances, including by our

existing competitors and new market entrants, which could

adversely impact demand for certain of our existing products. The

success of our products and services depends on, among other

things, our ability to properly identify customer needs and predict

future needs, including connectivity solutions; innovate and

develop new technologies, services and applications at an

accelerated pace; and appropriately allocate our research and

development spending to products and services with higher

growth. Our existing competitors and new market entrants may

respond more quickly to or integrate new or emerging

technologies such as robotics, artificial intelligence (AI) and

machine learning in their product offerings, undertake more

extensive marketing campaigns, have greater access to clinical

information to support ongoing product position in the market,

have greater financial, marketing and other resources or be more

successful in attracting potential customers, employees and

strategic partners. There can be no assurance that any products

now in development, or that we may seek to develop in the

future, will achieve technological feasibility, obtain regulatory

approval or gain market acceptance. If we are unable to develop

and launch new products, our ability to maintain or expand our

market position in the markets in which we participate may be

negatively impacted.

We may be unable to maintain adequate working

relationships with healthcare professionals: We work with

healthcare professionals in a transparent and responsible

manner and seek to maintain these relationships with respected

physicians and medical personnel in healthcare organizations,

such as hospitals and universities, who assist in product research

and development. We rely on these professionals to assist us in

the development and improvement of proprietary products. If we

are unable to maintain these relationships due to regulatory

restrictions, hospital access restrictions for non-patients or for

other reasons, our ability to develop, market and sell new and

improved products could be adversely affected.

We rely on indirect distribution channels and major

distributors that are independent of Stryker: In many markets

we rely on indirect distribution channels to market, distribute and

sell our products. These indirect channels often are the main

point of contact for the healthcare professionals and healthcare

organization customers who buy and use our products. Our

ability to continue to market, distribute and sell our products may

be at risk if the indirect channels become insolvent, choose to sell

competitive products, choose to stop selling medical technology,

fail to adhere to Stryker requirements or are subject to new or

additional government regulation.

We are subject to risks associated with our extensive global

operations: We develop, manufacture and distribute our products

globally. Our global operations are subject to risks and costs

related to, among other things, changes in coverage or

reimbursement levels from third-party payors in the United States

and other countries; changes in regulatory requirements (such as

the staggered phase-in period for manufacturers to comply with

the European Union Medical Device Regulation (MDR) through

December 2028); differing local product preferences and product

requirements; diminished protection of intellectual property in

some countries; tariffs and other trade protection measures, as

well as increasing localization and protectionism policies in

certain jurisdictions; international trade disputes and import or

export requirements; difficulty in staffing and managing foreign

operations; introduction of new internal business structures and

programs; political and economic instability and uncertainty;

current or potential geopolitical conflicts, such as the tensions

between China and Taiwan and the wars in Ukraine and the

Middle East, and related sanctions and other developments;

disruptions of transportation, including port closures, increased

border controls or border closures or reduced transportation

availability, due to military conflicts, a global pandemic of

contagious diseases; increased energy or transportation costs;

fluctuations in currency exchange rates and financial markets;

and increased security threats to our supply chain. For example,

the United States has recently enacted and proposed to enact

new tariffs. These developments, the perception they could

occur, or changes to the existing exemption framework may have

a material adverse effect on global economic conditions and may

significantly reduce global trade. Many of these risks are rapidly

evolving and subject to an accelerating pace of change. Our

business could be adversely impacted if we are unable to

successfully manage these and other risks of global operations in

an increasingly volatile environment. In addition, in many

countries, the laws and regulations applicable to us or our

industry are evolving, and we have in certain cases become

subject to divergent and conflicting laws and regulations across

our operations, which has increased the risks we are subject to.

We may be unable to capitalize on previous or future

acquisitions: In addition to internally developed products, we

invest in new products and technologies through acquisitions,

including our acquisition of Inari in 2025. Such investments are

inherently risky, and we cannot guarantee that any acquisition will

be successful or will not have a material unfavorable impact on

us. The risks include the activities required and resources

allocated to integrate new businesses, a slower pace of

integration than initially projected, diversion of management time

that could adversely affect management’s ability to focus on other

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projects, the inability to realize the expected benefits, savings or

synergies from the acquisition, the loss of key personnel,

litigation resulting from the acquisition and exposure to

unexpected liabilities of acquired companies. Certain acquisitions

are subject to antitrust and competition laws, and antitrust

scrutiny by regulatory agencies and changes to the regulatory

approval process in the United States and foreign jurisdictions

may cause approvals to take longer than anticipated to obtain,

not be obtained at all, or 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, we cannot be certain that the

businesses we acquire will become or remain profitable.

We, our business partners or our third-party vendors could

experience a material failure or breach of a key information

technology system, network, process or site: We rely

extensively on information technology (IT) systems to conduct

business. In addition, we rely on networks and services, including

internet sites, cloud and software-as-a-service solutions, data

hosting and processing facilities and tools and other hardware,

software (including open-source software) and technical

applications and platforms, some of which are managed, hosted,

provided and/or used by third parties or their vendors, to assist in

conducting our business. Furthermore, numerous and evolving

cybersecurity threats have posed, and will continue to pose, risks

to the security of our IT systems, networks and product offerings,

as well as the confidentiality, availability and integrity of our data.

Emerging technologies such as generative AI may be used by

malicious actors to create more targeted phishing narratives,

spread disinformation about us or our products or otherwise

strengthen social engineering capabilities. An increasing risk of

civil unrest, political tensions, wars or other military conflicts may

also impact the cybersecurity threat risk landscape. Some of our

products, services, and information technology systems contain

or use open-source software which poses particular risks,

including potential security vulnerabilities, licensing compliance

issues and quality issues. We, our customers and third-party

hosting services have experienced, and expect to continue to

experience, security breaches of, unauthorized access to, and

disruptions of, products or systems. While such breaches,

unauthorized access and disruptions have not had a material

effect on us to date, we cannot guarantee that any future breach

or unauthorized access will not be material and any breach or

unauthorized access could impact the use of such products and

systems and the security of information stored therein. Although

we have made investments and expect to continue to make

investments seeking to address these threats, including

monitoring of networks and systems, use of AI, hiring of experts,

employee training, security policies for employees and third-party

providers and designing, developing and maintaining processes

and procedures to come into compliance with regulatory and

legal enactments such as Section 524B of the Federal Food,

Drug, and Cosmetic Act in the United States, the techniques used

in these attacks change frequently and may be difficult to detect

for periods of time and we may face difficulties in anticipating and

implementing adequate preventative measures.

When cybersecurity or other technology related incidents occur,

we follow our incident response protocols and address them in

accordance with applicable governmental regulations and other

legal requirements. Our response to these incidents and our

investments to protect our product offerings and information

technology infrastructure and data may not shield us from

significant losses and potential liability or prevent any future

interruption or breach of our systems. Moreover, given the

increasing complexity and sophistication of the techniques used

by threat actors to obtain unauthorized access or disable or

degrade systems, a cyberattack could occur and persist for an

extended period of time before being detected, and we may not

anticipate these acts or mitigate them adequately or timely, which

may compound damages before the incident is discovered or

remediated. The extent of a particular cyber incident and the

steps that we may need to take to investigate the incident may

not be immediately clear, and it may take a significant amount of

time before such investigation can be completed and full and

reliable information about the incident is known. New regulations

may require us to disclose information about a material

cybersecurity incident before it has been resolved or fully

investigated. Additionally, as threats continue to evolve and

increase, and as the regulatory environment and customer

requirements related to information security, data collection and

use, and privacy become increasingly rigorous, we may be

required to devote significant additional resources to modify and

enhance our security controls and to identify and remediate any

security vulnerabilities, which could adversely impact our net

income. In addition, a significant number of our employees

working remotely has exposed us, and may continue to expose

us, to greater risks related to cybersecurity and cyber-liability.

Hardware and software failures or delays in our key information

technology systems, networks, processes or sites could disrupt

our operations, cause the loss of confidential information or

otherwise adversely impact our business. Our systems, networks,

processes and sites may be vulnerable to damage, disruptions

and shutdown from a variety of sources, including malfunctions in

maintenance updates or security patches, design defects, the

age of the technology, network failures, modernization or other

initiatives, human acts and natural disasters. For example, some

of our information technology systems contain legacy third-party

software components for which we depend on a layered security

approach to protect against exploitation, which may not be

effective. Any such damage or disruptions could also compromise

the security of our information systems and networks. These

issues can also arise as a result of failures by, or in the software

or hardware of, third parties, including networks or service

providers, with whom we do business and over whom we have

limited or no control. Any disruption or failure of our systems,

networks, processes or sites could have a material impact on our

business and operations.

If our IT systems, networks or processes are damaged or cease

to function properly for any reason, the networks, service

providers, hardware or software we rely upon fail to function

properly, or we or one of our third-party providers suffer a loss or

disclosure of our business or stakeholder information due to any

number of causes ranging from catastrophic events or power

outages to improper data handling or security breaches or

unauthorized access and our business continuity plans do not

effectively address these failures on a timely basis, we may be

exposed to reputational, competitive and business harm as well

as litigation and regulatory action and fines, penalties and

expenses related thereto.

An inability to successfully manage the implementation of

our new commercial global enterprise resource planning

(ERP) system could adversely affect our operations and

operating results: We are in the process of implementing a new

commercial ERP system. This system will replace many of our

existing operating and financial systems. The implementation is a

major undertaking, both financially and from a management and

personnel perspective. Any material disruptions, delays or

deficiencies in the design and implementation of our new ERP

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system could adversely affect our ability to process orders, ship

products, provide services and customer support, send invoices

and track payments, fulfill contractual obligations or otherwise

operate our business.

We may be unable to attract, develop and retain executives

and key employees: Our sales, technical and other key

personnel play an integral role in the development, marketing and

selling of new and existing products. Our future performance also

depends in large part on the continued services of our senior

management. If we are unable to recruit, hire, develop and retain

a talented, competitive workforce in our highly competitive

industry, or if we are unable to plan effective succession for the

future, we may not be able to meet our strategic business

objectives. Inflationary pressures, labor demand and shortages

and other macroeconomic factors have increased and could

further increase the cost of labor and could harm our ability to

recruit, hire and retain talented employees. In addition, increased

unionization could negatively impact our labor costs and ability to

create an engaging, connected culture, which could adversely

affect our ability to recruit, hire, develop and retain a talented,

competitive workforce. Further, if we are unable to maintain

competitive and equitable compensation and benefit programs,

including incentive programs which reward financial and

operational performance, our ability to recruit, hire, engage,

motivate and retain talent could be negatively affected.

Additionally, if we are unable to maintain an inclusive culture that

aligns our workforce with our mission and values, it could

adversely impact our ability to recruit, hire, develop and retain

key talent. Further, our remote and hybrid work practices, and

ability to provide flexible and alternative work arrangements may

not meet the needs or expectations of our employees, including

senior management or other key employees, which could

negatively impact our ability to attract and retain highly skilled

employees, or may harm our culture and/or decrease employee

engagement, which could adversely impact our ability to recruit,

hire, develop and retain a talented, competitive workforce.

Effective succession planning is also important to our long-term

success. Failure to ensure effective transfer of knowledge and

smooth transitions involving executives and other key employees

could hinder our strategic planning and execution. Changes in

our management team may be disruptive to our business, and

any failure to successfully integrate key new hires or promoted

employees could adversely affect our business and results of

operations. The loss of the services of any of our senior

management or other key personnel, or our inability to attract

highly qualified senior management and other key personnel,

could harm our business. Our ability to execute our business

strategy could be impaired if we are unable to replace such

persons timely. In addition, recent legal and regulatory changes

affect our ability to enforce post-termination obligations from

certain employees with respect to non-competition, non-

solicitation and protection of confidential information. This may

negatively impact our ability to retain employees and protect our

information and relationships with customers and other third

parties.

Interruption of manufacturing operations could adversely

affect our business: We and our suppliers have manufacturing

and supply sites all over the world. However, the manufacturing

of certain of our product lines is concentrated in one or more

plants or geographic regions. We have principal manufacturing

and distribution facilities in the United States in Arizona,

California, Florida, Illinois, Indiana, Michigan, Minnesota, New

Jersey, Puerto Rico, Tennessee, Texas, Utah and Washington,

and outside the United States in China, France, Germany,

Ireland, Mexico, the Netherlands, Poland, Switzerland and

Turkey. Damage to our facilities, to our suppliers’ or service

providers’ facilities, or to our central distribution centers as a

result of natural disasters, fires, explosions or otherwise, as well

as issues in our manufacturing arising from a failure to follow

specific internal protocols and procedures, compliance concerns

relating to the quality systems regulation, equipment breakdown

or malfunction, IT system failures or cybersecurity incidents,

environmental hazard incidents or changes to environmental

regulations or other factors, could adversely affect the availability

of our products. In the event of an interruption in manufacturing,

we may be unable to move quickly to alternate means of

producing and distributing affected products to meet customer

demand. In the event of a significant interruption, we may

experience lengthy delays in resuming production or distribution

of affected products due to the need for regulatory approvals, and

we may experience loss of market share, additional expense and

harm to our reputation.

Our insurance program may not be adequate to cover future

losses: We maintain third-party insurance to cover our exposure

to certain property and casualty losses and are self-insured for

claims and expenses related to other property and casualty

losses, including product liability, intellectual property

infringement and enforcement, environmental, and cybersecurity

and data privacy losses. We manage a portion of our exposure to

self-insured losses through a wholly-owned captive insurance

company. Insurance coverage limits provided by third-party

insurers and/or our captive insurance company may not be

sufficient to fully cover certain losses we may experience.

We have experienced, and may continue to experience, a

significant and unpredictable need to adjust our operations

as market demand for certain of our products has shifted

and continues to shift or as may be mandated by

governmental authorities: Some of our products are particularly

sensitive to reductions in elective medical procedures. It is not

possible to predict whether elective medical procedures will be

suspended or reduced in the future and, to the extent individuals

and customers are required to delay or cancel elective

procedures, our business, cash flows, financial condition and

results of operations could be negatively affected. Further, our

customers have experienced, and may continue to experience,

staffing shortages that may result in decreased demand for our

products, which could negatively affect our business and financial

results.

Unpredictable increases in demand for certain of our products

have exceeded in the past, and could exceed in the future, our

capacity to meet such demand timely, which could adversely

affect our customer relationships and result in negative publicity.

In this regard, the accelerated development and production of

products and services to address medical and other requirements

could increase the risk of regulatory enforcement actions, product

defects or related claims or reputational harm, among other

things.

Our use of AI and other emerging technologies could

adversely impact our business and financial results: We

have begun to deploy AI and other emerging technologies in

various facets of our operations and products and we continue to

explore further use cases. The rapid advancement of these

technologies presents opportunities for us in research,

manufacturing, commercialization, and other business

endeavors, but also entails risks, including that AI-generated

content, analyses, or recommendations we utilize could be

deficient, that our competitors may more quickly or effectively

adopt AI capabilities, or that our use of AI or other emerging

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technologies increases regulatory, cybersecurity and other

significant risks. 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 product offerings. 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 on us and limit our ability to

effectively develop, deploy or use AI technologies. Furthermore, if

we are unable to effectively manage the use of AI technologies

by our employees and service providers, our confidential

information, intellectual property and reputation could be put at

risk.  Failure to appropriately respond to this evolving landscape

may result in reputational, competitive and business harm as well

as litigation and regulatory action and fines, penalties and

expenses related thereto.

Pandemics and public health emergencies, and the fear

thereof, have in the past materially adversely affected and

could in the future materially adversely affect, our

operations, supply chain, manufacturing, product

distribution, customers and other business activities:

Pandemics and public health emergencies, and the fear thereof,

have in the past materially adversely affected and could in the

future materially adversely affect, our operations, supply chain,

manufacturing, product distribution, customers and other

business activities:

In connection with prior pandemics, governmental authorities and

private enterprises implemented, and may in the future

implement in connection with another pandemic or public health

emergency (or in response to the fear thereof), measures, such

as travel bans and restrictions, quarantines, shelter-in-place

orders and shutdowns. Our customers, global suppliers,

distributors and manufacturing facilities have in the past been,

and could in the future be, materially affected by restrictive

measures implemented in response to a pandemic or public

health emergency, which has in the past caused and could in the

future cause them to be unable to hire and retain employees,

distribute or use our products or provide required services. We

have as a result experienced, and could in the future experience,

delays in, or the suspension of, our manufacturing operations,

sales activities, research and product development activities,

regulatory work streams, clinical development programs and

other important commercial functions, which may result in our

inability to satisfy consumer demand for our products in a timely

manner or at all and which could harm our reputation, future

sales and profitability. The extent of any future pandemic or

public health emergency’s effect on our business and industry will

depend on, among other things, the severity of the disease, the

successful development, distribution and acceptance of vaccines

for diseases, future resurgences and/or the spread of disease

variants, all of which are uncertain and difficult to predict. The

COVID-19 pandemic materially impacted us, and any future

pandemic or public health emergency could materially impact us

and would heighten many of the other risks described in this

report.

LEGAL AND REGULATORY RISKS

Current economic and political conditions make tax rules in

jurisdictions subject to significant change: Our future results

of operations could be affected by changes in the effective tax

rate as a result of changes in tax laws, regulations and judicial

rulings. We are continuing to evaluate the impact of tax reform in

the countries in which we operate as new guidance is published

and new regulations are adopted. In addition, further changes in

the tax laws could arise, including as a result of the base erosion

and profit shifting project undertaken by the Organisation for

Economic Cooperation and Development (OECD). The OECD,

which represents a coalition of member countries, has put forth

two proposed frameworks that revise the existing profit allocation

and nexus rules (Pillar 1) and ensure a minimal level of taxation

(Pillar 2), respectively, and several countries enacted tax

legislation based on these frameworks. In January 2026 the

OECD released Administrative Guidance containing the Side-by-

Side system (SbS System) and introduced two new Pillar 2 safe

harbors for multinationals headquartered in jurisdictions including

the United States with eligible tax systems. The safe harbors

must now be legislated domestically by each country with

enacted Pillar 2 legislation impacted by the new OECD

Administrative Guidance. These tax law changes and any

additional contemplated tax law changes could impact tax

expense in future periods.

We could be negatively impacted by future changes in the

allocation of income to each of the income tax jurisdictions

in which we operate: We operate in multiple income tax

jurisdictions both in the United States and internationally.

Accordingly, our management must determine the appropriate

allocation of income to each jurisdiction based on current

interpretations of complex income tax regulations. Income tax

authorities regularly perform audits of our income tax filings.

Income tax audits associated with the allocation of income and

other complex issues, including inventory transfer pricing and

cost sharing, product royalty and foreign branch arrangements,

may require an extended period to resolve and may result in

significant income tax adjustments including the assessment of

additional income taxes, interest and penalties. For example, we

received a final audit report and assessments from the German

Federal Central Tax Office ("FCTO") related to audits of tax years

2010 through 2017. Although we intend to defend our filing

positions through the FCTO independent appeals process and, if

necessary, litigation, there can be no assurance that we will be

successful. If the resolution of this matter results in additional

German income taxes, we intend to seek associated foreign tax

credits, but such credits may not be available on a timely basis or

at all, or may not fully offset any additional liability. Any such

outcome could materially adversely affect our business, financial

condition and results of operations. See Note 11 to our

Consolidated Financial Statements for more information.

The impact of healthcare reform legislation on our business

remains uncertain: Several markets where we sell our products

are making efforts to expand access to healthcare or health

insurance coverage while decreasing costs. These efforts may

have a direct or unintended negative impact on access to medical

technology and could have a significant effect on our business.

Both in the United States and internationally, governmental

authorities may make legislative or administrative reforms to

existing reimbursement programs, make adverse decisions

relating to our products’ coverage or reimbursement, or make

changes to patient access to healthcare, all of which could

adversely impact the demand for and usage of our products or

the prices that our customers are willing to pay for them. We

cannot predict what healthcare programs and regulations could

ultimately be implemented at the federal or state level or the

effect that any future legislation or regulation in the United States

may have on our business. Similarly, we cannot predict the

impact that healthcare reform legislation in other countries where

we sell our products may have on our business.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 10 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

We are subject to extensive governmental regulation relating

to the classification, manufacturing, sterilization, licensing,

labeling, marketing and sale of our products: The

classification, manufacturing, sterilization, licensing, labeling,

marketing and sale of our products are subject to extensive and

evolving regulations and rigorous regulatory enforcement by the

FDA, state governments, European Union and other

governmental authorities in the United States and internationally.

These governmental authorities may impose additional

requirements or limits on the methods, procedures or agents we

use to manufacture and sterilize our products, which could have

a negative impact on our business. For example, governmental

authorities in the United States and internationally have or are

considering adopting regulations on the use of per- and

polyfluoroalkyl substances. In addition, the process of obtaining

licenses, regulatory clearances and/or approvals to market and

sell our products can be costly and time consuming and the

clearances and/or approvals might not be granted timely. We

have ongoing responsibilities under the laws and regulations

applicable to the manufacturing of products within our facilities

and those contracted by third parties that are subject to periodic

inspections by the FDA, state Boards of Pharmacy and other

governmental authorities to determine compliance with the quality

system, medical device reporting regulations and other

requirements. We may also be subject to legal obligations in

some countries that require disclosure or sharing of proprietary

information. We incur significant costs to comply with regulations,

including the MDR. If we fail to comply with applicable regulatory

requirements, we may be subject to a range of sanctions,

including substantial fines, warning letters that require corrective

action, product seizures, recalls, import restrictions, the

suspension of product manufacturing or sales, revocation of

approvals, exclusion from future participation in government

healthcare programs, substantial fines and criminal prosecution.

We are subject to federal, state and foreign healthcare

regulations, including anti-bribery, anti-corruption, anti-

kickback and false claims laws, globally and could face

substantial penalties if we fail to comply with such

regulations and laws: The relationships that we, and third

parties that market and/or sell our products, have with healthcare

professionals, such as physicians, hospitals, healthcare

organizations and others, are subject to scrutiny under various

state and federal laws often referred to collectively as healthcare

fraud and abuse laws. In addition, the United States and foreign

government regulators have increased the enforcement of the

Foreign Corrupt Practices Act (FCPA) and other anti-bribery and

anti-kickback laws. We also must comply with a variety of other

laws that impose extensive tracking and reporting related to all

transfers of value provided to certain healthcare professionals

and others. These laws and regulations are broad in scope and

are subject to evolving interpretation and we have in the past

been, and in the future could be, required to incur substantial

costs to investigate, audit and monitor compliance or to alter our

practices. Violations or alleged violations of these laws have in

the past resulted and could in the future result in investigations,

litigation or government proceedings, and we have been and may

in the future be subject to criminal or civil penalties and

sanctions, including substantial fines, imprisonment of current or

former employees and exclusion from participation in

governmental healthcare programs. For example, in 2013 and

2018 we settled claims brought by the SEC related to the FCPA.

Pursuant to these settlements, we paid fines and penalties and

retained an independent compliance consultant. We continue to

implement recommendations that resulted from the independent

compliance consultant’s review of our commercial practices to

enhance our commercial business practices. In addition, as

disclosed in our prior filings, we were previously contacted by the

SEC, the United States Department of Justice, and other

regulatory authorities involving whether certain business activities

in certain foreign countries violated provisions of the FCPA and

analogous local laws. We have completed our investigation into

these matters. On April 1, 2025, and December 16, 2025, we

were informed by the DOJ and SEC, respectively, that each

agency had closed its inquiry. We are currently responding to

inquiries by certain foreign authorities arising in the normal

course of business, however, we do not expect these matters to

have a material effect, if any, on our financial statements.

We are subject to privacy, data protection and data security

regulations and laws globally, and could face substantial

penalties if we fail to comply with such regulations and laws:

We are subject to a variety of laws and regulations globally

regarding privacy, data protection and data security, including

those related to the collection, storage, handling, use, disclosure,

transfer and security of personally identifiable healthcare

information and the development and use of AI in sharing certain

data. For example, in the United States, privacy and security

regulations under the Health Insurance Portability and

Accountability Act of 1996, including the expanded requirements

under the Health Information Technology for Economic and

Clinical Health Act of 2009, establish comprehensive standards

with respect to the use and disclosure of protected health

information (PHI), by covered entities, in addition to setting

standards to protect the confidentiality, integrity and security of

PHI. Regulators are also imposing new data privacy and security

requirements, including new and greater monetary fines for

privacy violations. For example, the European Union’s General

Data Protection Regulation (GDPR) established rules regarding

the handling of personal data. Non-compliance with the GDPR

may result in monetary penalties of up to 4% of total company

revenue. Various government authorities within the United States

and around the world have imposed or are considering similar

types of laws and regulations, data breach reporting and

penalties for non-compliance or unauthorized disclosure and

increasing security requirements. These laws and regulations are

broad in scope and are subject to evolving interpretation and

enforcement and we have in the past been, and in the future

could be, required to incur substantial costs to monitor

compliance or to alter our practices. As new privacy-related laws

and AI-related regulations are implemented, the time and

resources needed for us to comply with such laws and

regulations, as well as our potential liability for non-compliance

and reporting obligations in the case of data breaches, have

increased and may further increase.

We may be adversely affected by product liability claims,

unfavorable court decisions or legal settlements: We are

exposed to potential product liability risks inherent in the design,

manufacture and marketing of medical devices, many of which

are implanted in the human body for long periods of time or

indefinitely. We are currently defendants in a number of product

liability matters, including those relating to our Rejuvenate and

ABGII Modular-Neck hip stems, LFIT Anatomic CoCr V40

Femoral Heads and the product liability lawsuits and claims

relating to Wright Medical Group N.V. (Wright) legacy hip

products discussed in Note 7 to our Consolidated Financial

Statements. These matters are subject to uncertainties and

outcomes are not predictable. Further, the European

Representative Actions Directive (the Collective Redress

Directive) mandates a class action regime in each EU member

| Dollar amounts in millions except per share amounts or as otherwise specified. | 11 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

state to facilitate domestic and cross-border class actions in a

wide range of areas, including product liability claims with

medical devices. The European Product Liability Directive was

revised in 2024 and will become fully adopted into each member

state’s national laws by December 9, 2026. The revised Product

Liability Directive and Collective Redress Directive exposes us to

additional litigation risks and could result in significant legal

expenses. In addition, we may incur significant legal expenses or

reputational damage for product liability claims regardless of

whether we are found to be liable.

Intellectual property litigation and infringement claims could

cause us to incur significant expenses or prevent us from

selling certain of our products: The medical device industry is

characterized by extensive intellectual property litigation and,

from time to time, we are the subject of claims of infringement or

misappropriation. Regardless of the outcome, such claims are

expensive to defend and divert management and operating

personnel from other business issues. A successful claim or

claims of patent or other intellectual property infringement against

us could result in payment of significant monetary damages and/

or royalty payments or negatively impact our ability to sell current

or future products in the affected category.

Dependence on intellectual proprietary rights and failing to

protect such rights or to be successful in litigation related to

such rights may impact offerings in our product portfolios:

Our long-term success largely depends on our ability to market

technologically competitive products. If we fail to obtain or

maintain adequate intellectual property protection, it could allow

others to sell products that directly compete with proprietary

features in our product portfolio. Also, our issued patents may be

subject to claims challenging their validity and scope and raising

other issues. In addition, currently pending or future patent

applications may not result in issued patents and the expiration of

patents may lead to a loss of exclusive rights and/or increased

competition.

MARKET RISKS

We have exposure to exchange rate fluctuations on cross border

transactions and translation of local currency results into United

States Dollars: We report our financial results in United States

Dollars and approximately 24% of our net sales are denominated

in foreign currencies, including the Australian Dollar, British

Pound, Canadian Dollar, Euro and Japanese Yen. Cross border

transactions with external parties, financing transactions in

currencies other than the United States Dollar and intercompany

relationships result in increased exposure to foreign currency

exchange effects. While we use derivative instruments to

manage the impact of currency exchange, our hedging strategies

may not be successful, and our unhedged exposures continue to

be subject to currency fluctuations. In addition, the weakening or

strengthening of the United States Dollar results in favorable or

unfavorable translation effects when the results of our foreign

locations are translated into United States Dollars. Currency

exchange rates continue to be volatile, and these currency

fluctuations have affected, and may continue to affect, our results

of operations.

Additional capital that we may require in the future may not

be available to us or may only be available to us on

unfavorable terms, which could negatively affect our

liquidity: Our future capital requirements will depend on many

factors, including operating requirements, current and future

acquisitions and the need to refinance existing debt. Our ability to

issue additional debt or enter into other financing arrangements

on acceptable terms could be adversely affected by our debt

levels, unfavorable changes in economic conditions or

uncertainties that affect the capital markets. Changes in credit

ratings issued by nationally recognized credit rating agencies

could also adversely affect our access to and cost of financing.

Higher borrowing costs or the inability to access capital markets

could adversely affect our ability to support future growth and

operating requirements. In addition, we have experienced, and

could in the future experience, loss of sales and profits due to

delayed payments or insolvency of healthcare professionals,

hospitals and other customers and suppliers facing liquidity

issues due to the current macroeconomic environment, type and

number of conditions being treated or for other reasons. As a

result, we may be compelled to take additional measures to

preserve our cash flow, including through the reduction of

operating expenses or suspension of dividend payments.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE RISKS

We could be negatively impacted by evolving requirements

and expectations related to corporate responsibility and

sustainability-related matters, including those related to

climate: Governments, investors, customers, employees and

other stakeholders have been focused on corporate responsibility

practices and disclosures, and expectations in this area continue

to rapidly evolve, including in diverging directions. On occasion,

we announce new initiatives and make disclosures, including

goals, relating to various corporate responsibility matters.

Implementation of these initiatives involves risks and

uncertainties, requires investments and depends in part on third-

party performance or data that is outside our control. We cannot

guarantee that we will achieve our announced corporate

responsibility initiatives. If we fail or are perceived to have failed

to achieve previously announced initiatives or goals, comply with

corporate responsibility laws and regulations, meet evolving

expectations or accurately disclose our progress, we could face

legal and regulatory proceedings and our reputation, business,

financial condition and results of operations could be adversely

impacted. Furthermore, there is no guarantee that we will satisfy

the evolving and diverging expectations of our various

stakeholders on corporate responsibility matters, and a failure to

satisfy the expectations of any key stakeholder group could result

in, among other things, reduced demand for our products,

reduced profits, increased investigations and litigation and an

increased risk of reputational damage. If we are unable to satisfy

evolving and diverging expectations on these matters, certain

investors and other stakeholders may conclude that our policies

and/or actions with respect to corporate responsibility matters are

inadequate or undesirable.

Physical weather events, as well as legal, regulatory or

market measures related to environmental, climate and other

sustainability matters, could adversely affect our operations

and operating results: Weather-related events and evolving

environmental conditions may result in operational, supply chain

and infrastructure disruptions. Such events, including hurricanes,

tornadoes, wildfires, droughts, extreme temperatures, flooding,

and other natural disasters, could damage our facilities and

products, or those of our suppliers, disrupt manufacturing and

distribution, reduce workforce availability, increase raw material

and component costs, increase liabilities, or adversely affect the

operations of hospitals, medical care facilities and other

customers, any of which could negatively impact our results of

operations. In addition, sustainability-related matters continue to

be the subject of regulatory, legal and market attention.

Regulatory requirements and enforcement approaches may

evolve, differ by jurisdiction, or change over time, including

through the adoption, modification, interpretation, or enforcement

| Dollar amounts in millions except per share amounts or as otherwise specified. | 12 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

of environmental laws and regulations. Such developments may

increase compliance costs, create uncertainty, affect raw material

availability and sourcing, require operational changes, or

otherwise adversely affect our manufacturing, supply chain,

distribution activities or operating results.

ITEM 1B.	UNRESOLVED STAFF COMMENTS.

None.

ITEM 1C.	CYBERSECURITY.

RISK MANAGEMENT AND STRATEGY

We review cybersecurity risk as part of our overall enterprise risk

management program. This ensures that cybersecurity risk

management remains a top priority in our business strategy and

operations.

MANAGEMENT'S ROLE IN MANAGING RISK

Primary management responsibility for assessing, monitoring and

managing our cybersecurity risks rests with our chief information

security officer ("CISO"). Our current CISO has over 30 years of

experience in information technology and cybersecurity in the

United States military, retail and healthcare sectors and oversees

our team of cybersecurity professionals. The CISO is regularly

informed about recent developments in cybersecurity, including

potential threats and innovative risk management techniques.

The CISO implements and oversees processes for the regular

monitoring of our information systems. We use various tools and

methodologies to manage cybersecurity risk that are tested

regularly. We also monitor and evaluate our cybersecurity

posture and performance on an ongoing basis through regular

vulnerability scans, penetration tests and threat intelligence

feeds. In addition, we engage third-party consultants to conduct

annual cybersecurity assessments and to conduct audits for

compliance with regulatory, Sarbanes-Oxley Act, Service

Organization Control Type 2 and International Organization for

Standardization standards. We also engage third parties to

assess our cybersecurity maturity and risk management

programs.

We use a cross-departmental approach to addressing

cybersecurity risk, with our cybersecurity, product security and

legal teams presenting quarterly on key topics to a committee of

leaders in technology, legal, finance, regulatory and corporate

affairs functions. This leadership committee meets quarterly to

ensure that we have input and oversight from critical

stakeholders into our cybersecurity program and evolving issues.

The CISO oversees a training and awareness program for

employees to take part in protecting the Company against

cybersecurity risks. We have implemented annual mandatory

security education to help employees understand cybersecurity

risks and comply with our cybersecurity policies. Additionally, we

provide frequent communications around pertinent cybersecurity

topics and policies to all employees. We also provide additional

cybersecurity and data protection training to employees in certain

roles.

As part of our cybersecurity risk management program, we also

conduct cybersecurity, data protection, and privacy assessments

on all third parties who integrate with Stryker’s data, network,

systems and products. We use a combination of internal and

external tools to confirm that these third parties meet our security

requirements. We leverage standard industry threat model and

privacy impact assessment concepts to confirm that data

minimization and adequate data protections are in place. We

perform supplemental reviews as necessary, commensurate with

the risk associated with each vendor.

In the event of a cybersecurity incident, we have an incident

response plan that includes immediate actions to mitigate the

impact and long-term strategies for remediation and prevention of

future incidents. The cybersecurity and product security teams

routinely practice this plan with functions across the organization.

We conduct tabletop exercises with senior management, during

which we practice the procedures in place to ensure that

potentially material cybersecurity risks and incidents are

escalated to management and the Board of Directors where

applicable.

GOVERNANCE

Cybersecurity risks are overseen by the full Board of Directors

and the Audit Committee. The Audit Committee is central to the

Board of Directors’ oversight of cybersecurity risks and bears the

primary responsibility for overseeing cybersecurity risk. The Audit

Committee actively participates in strategic decisions related to

cybersecurity, offering guidance and approval for major

cybersecurity initiatives. This involvement ensures that

cybersecurity considerations are integrated into our broader

strategic objectives.

Our CISO provides comprehensive updates to the Audit

Committee at least three times a year and the full Board of

Directors periodically. These briefings include a range of topics,

including:

•Current cybersecurity landscape and emerging threats;

•Status of ongoing cybersecurity initiatives and strategies;

•Incident reports and learnings from any cybersecurity events;

•Metrics demonstrating company and industry-standard

prevention of common threats; and

•Regulatory changes impacting cybersecurity requirements

and strategy.

The Board of Directors is aware of the critical nature of managing

risks associated with cybersecurity threats and is actively

engaged in our cybersecurity risk management strategy.

RISKS FROM CYBERSECURITY THREATS

Although cybersecurity risks have not materially affected us,

including our business strategy, results of operations or financial

condition, to date, we face numerous and evolving cybersecurity

threats in our business. For more information about the

cybersecurity risks we face, see the risk factor entitled "We, our

business partners or our third-party vendors could experience a

material failure or breach of a key information technology system,

network, process or site" in Item 1A. Risk Factors.

ITEM 2.	PROPERTIES.

We have approximately 27 company-owned and 306 leased

locations worldwide including 55 manufacturing locations. We

believe that our properties are in good operating condition and

adequate for the manufacture and distribution of our products.

We do not anticipate difficulty in renewing existing leases as they

expire or in finding alternative facilities.

ITEM 3.	LEGAL PROCEEDINGS.

We are involved in various ongoing proceedings, legal actions

and claims arising in the normal course of our business, including

proceedings related to product, labor, tax, intellectual property

and other matters. Refer to Notes 7 and 11 to our Consolidated

Financial Statements for further information.

ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 13 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | PART II | | --- | | ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON<br><br>EQUITY, RELATED STOCKHOLDER<br><br>MATTERS AND ISSUER PURCHASES OF<br><br>EQUITY SECURITIES. | | --- | --- |

Our common stock is traded on the New York Stock Exchange

under the symbol SYK.

Our Board of Directors considers payment of cash dividends at

its quarterly meetings. On January 31, 2026 there were 2,323

shareholders of record of our common stock.

We did not repurchase any shares in the three months ended

December 31, 2025 and the total dollar value of shares that could

be acquired under our authorized repurchase program at

December 31, 2025 was $1,033.

In the fourth quarter 2025 we did not issue shares of our common

stock as performance incentive awards to employees. When

issued, these shares are not registered under the Securities Act

of 1933 based on the conclusion that the awards are not events

of sale within the meaning of Section 2(a)(3) of the Act.

The following graph compares our total returns (including

reinvestment of dividends) against the Standard & Poor’s (S&P)

500 Index and the S&P 500 Health Care Index. The graph

assumes $100 (not in millions) invested on December 31, 2020 in

our common stock and each of the indices.

Company / Index	2020	2021	2022	2023	2024	2025
Stryker Corporation	$100.00	$110.22	$102.05	$126.33	$153.30	$151.03
S&P 500 Index	$100.00	$128.71	$105.40	$133.10	$166.40	$196.16
S&P 500 Health Care<br><br>Index	$100.00	$126.13	$123.67	$126.21	$129.46	$148.36
Dollar amounts in millions except per share amounts or as otherwise specified.	14
---	---		STRYKER CORPORATION	2025 FORM 10-K
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ITEM 6.	SELECTED FINANCIAL DATA.
---	---		Statement of Earnings Data	2025	2024	2023	2022	2021
---	---	---	---	---	---
Net sales	$25,116	$22,595	$20,498	$18,449	$17,108
Cost of sales	9,051	8,155	7,440	6,871	6,140
Gross profit	$16,065	$14,440	$13,058	$11,578	$10,968
Research, development and engineering expenses	1,623	1,466	1,388	1,454	1,235
Selling, general and administrative expenses	8,651	7,685	7,111	6,386	6,266
Amortization of intangible assets	732	623	635	627	619
Goodwill and other impairments	170	977	36	270	264
Total operating expenses	$11,176	$10,751	$9,170	$8,737	$8,384
Operating income	$4,889	$3,689	$3,888	$2,841	$2,584
Interest expense	(607)	(409)	(363)	(341)	(354)
Other income	232	212	148	183	51
Earnings before income taxes	$4,514	$3,492	$3,673	$2,683	$2,281
Income taxes	1,268	499	508	325	287
Net earnings	$3,246	$2,993	$3,165	$2,358	$1,994
Net earnings per share of common stock:
Basic	$8.49	$7.86	$8.34	$6.23	$5.29
Diluted	$8.40	$7.76	$8.25	$6.17	$5.21
Dividends declared per share of common stock	$3.400	$3.240	$3.050	$2.835	$2.585
Balance Sheet Data
Cash, cash equivalents and current marketable securities	$4,100	$3,743	$3,053	$1,928	$3,019
Accounts receivable, net	4,039	3,987	3,765	3,565	3,022
Inventories	5,310	4,774	4,843	3,995	3,314
Property, plant and equipment, net	3,876	3,448	3,215	2,970	2,833
Total assets	$47,844	$42,971	$39,912	$36,884	$34,631
Accounts payable	1,799	1,679	1,517	1,413	1,129
Total debt	15,859	13,597	12,995	13,048	12,479
Shareholders’ equity	$22,420	$20,634	$18,593	$16,616	$14,877
Cash Flow Data
Net cash provided by operating activities	$5,044	$4,242	$3,711	$2,624	$3,263
Purchases of property, plant and equipment	761	755	575	588	525
Depreciation	461	427	393	371	371
Acquisitions, net of cash acquired	4,960	1,628	390	2,563	339
Amortization of intangible assets	732	623	635	627	619
Payments of dividends	1,284	1,219	1,139	1,051	950
Other Data
Number of shareholders of record	2,334	2,520	2,518	2,533	2,551
Approximate number of employees	56,000	53,000	52,000	51,000	46,000
Dollar amounts in millions except per share amounts or as otherwise specified.	15
---	---		STRYKER CORPORATION	2025 FORM 10-K
---	---
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
---	---

About Stryker

Stryker is a global leader in medical technologies and, together

with our customers, we are driven to make healthcare better. We

offer innovative products and services in MedSurg,

Neurotechnology, and Orthopaedics that help improve patient

and healthcare outcomes. Alongside our customers around the

world, we impact more than 150 million patients annually. Our

goal is to achieve sales growth at the high-end of the medical

technology (MedTech) industry and maintain our long-term capital

allocation strategy that prioritizes: (1) Acquisitions, (2) Dividends

and (3) Share repurchases.

We segregate our operations into two reportable business

segments: (i) MedSurg and Neurotechnology and (ii)

Orthopaedics. MedSurg and Neurotechnology products include

surgical equipment and navigation systems (Instruments),

endoscopic and communications systems (Endoscopy), patient

handling, emergency medical equipment and intensive care

disposable products (Medical), minimally invasive products for

the treatment of acute ischemic and hemorrhagic stroke and

venous thromboembolism (Vascular), a comprehensive line of

products for traditional brain and open skull-based surgical

procedures; orthobiologic and biosurgery products, including

synthetic bone grafts and vertebral augmentation products

(Neuro Cranial). Orthopaedics products consist primarily of

implants used in hip and knee joint replacements and trauma and

extremity surgeries.

Macroeconomic Environment

In 2025 the United States government has announced new tariffs

on goods imported into the United States from dozens of

countries, including China and the European Union member

states. In response, governments have threatened or imposed

reciprocal tariffs or taken other measures, and the United States

is in the process of negotiating with certain governments. We

continue to monitor and evaluate the situation. Tariffs are

expected to continue to result in an increase in certain product

costs or have adverse impacts on, among other things, demand

for our products and supply chains. The overall macroeconomic

and geopolitical environment, including tariffs or changes in trade

policies, slower economic growth or recession, market volatility

and inflation, and uncertainty regarding all of the foregoing, pose

risks that could impact our business and results of operations.

For more information about these risks, see Item 1A. "Risk

Factors."

Overview of 2025

In 2025 we achieved reported net sales growth of 11.2%.

Excluding the impact of acquisitions and divestitures, sales grew

10.3% in constant currency. We reported net earnings of $3,246

and net earnings per diluted share of $8.40. Excluding the impact

of certain items, we achieved adjusted net earnings(1) of $5,267

and adjusted net earnings per diluted share(1) of $13.63

representing growth of 11.8%.

We continued our capital allocation strategy by investing $4,960

in acquisitions and paying $1,284 in dividends to our

shareholders.

In 2025 we completed various acquisitions for total consideration

of $4,960, net of cash acquired. Refer to Note 6 to our

Consolidated Financial Statements for further information.

In February 2025 we entered into a new revolving credit

agreement that replaces our previous agreement dated October

2021. The primary changes included increasing the aggregate

principal amount of the facility by $750 to $3,000 and extending

the maturity date to February 25, 2030. On December 31, 2025

there were no borrowings outstanding under our revolving credit

facility or our commercial paper program which allows for

maturities up to 397 days from the date of issuance. The

maximum amount of our commercial paper that can be

outstanding at any time is $3,000.

In February 2025 we issued $500 of 4.550% senior unsecured

notes due February 10, 2027, $700 of 4.700% senior unsecured

notes due February 10, 2028, $800 of 4.850% senior unsecured

notes due February 10, 2030 and $1,000 of 5.200% senior

unsecured notes due February 10, 2035. In the second quarter

2025 we repaid $650 of 1.150% senior unsecured notes and in

the fourth quarter 2025 we repaid $750 of 3.375% senior

unsecured notes.

(1)Refer to "Non-GAAP Financial Measures" for a discussion of non-GAAP financial measures used in this report and a reconciliation to the most directly

comparable GAAP financial measure.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 16 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

CONSOLIDATED RESULTS OF OPERATIONS

						Percentage Change
	2025	2024	2023	2024	2023	2025 vs. 2024	2024 vs. 2023
Net sales	$25,116	$22,595	20,498	100.0%	100.0%	11.2%	10.2%
Gross profit	16,065	14,440	13,058	63.9	63.7	11.3	10.6
Research, development and engineering expenses	1,623	1,466	1,388	6.5	6.8	10.7	5.6
Selling, general and administrative expenses	8,651	7,685	7,111	34.0	34.7	12.6	8.1
Amortization of intangible assets	732	623	635	2.8	3.1	17.5	(1.9)
Goodwill and other impairments	170	977	36	4.3	0.2	nm	nm
Interest expense	(607)	(409)	(363)	(1.8)	(1.8)	48.4	12.7
Other income	232	212	148	0.9	0.8	9.4	43.2
Income taxes	1,268	499	508	nm	nm	154.1	(1.8)
Net earnings	$3,246	$2,993	3,165	13.2%	15.4%	8.5%	(5.4)%
Net earnings per diluted share	$8.40	$7.76	8.25			8.2%	(5.9)%
Adjusted net earnings per diluted share(1)	$13.63	$12.19	10.60			11.8%	15.0%

All values are in US Dollars.

nm - not meaningful

Geographic and Segment Net Sales				Percentage Change
				2025 vs. 2024		2024 vs. 2023
	2025	2024	2023	As<br><br>Reported	Constant<br><br>Currency	As<br><br>Reported	Constant<br><br>Currency
Geographic:
United States	$19,006	$16,943	$15,257	12.2%	12.2%	11.0%	11.0%
International	6,110	5,652	5,241	8.1	6.4	7.9	9.8
Total	$25,116	$22,595	$20,498	11.2%	10.7%	10.2%	10.7%
Segment:
MedSurg and Neurotechnology	$15,647	$13,518	$12,163	15.7%	15.4%	11.1%	11.6%
Orthopaedics	9,469	9,077	8,335	4.3	3.8	8.9	9.4
Total	$25,116	$22,595	$20,498	11.2%	10.7%	10.2%	10.7%		Supplemental Net Sales Growth Information
---	---	---	---	---	---	---	---	---	---	---	---	---	---
				Percentage Change
				2025 vs. 2024					2024 vs. 2023
						United<br><br>States	International				United<br><br>States	International
	2025	2024	2023	As<br><br>Reported	Constant<br><br>Currency	As<br><br>Reported	As<br><br>Reported	Constant<br><br>Currency	As<br><br>Reported	Constant<br><br>Currency	As<br><br>Reported	As<br><br>Reported	Constant<br><br>Currency
MedSurg and<br><br>Neurotechnology:
Instruments	$3,183	$2,834	$2,534	12.3%	11.9%	13.0%	9.5%	7.5%	11.9%	12.1%	12.5%	9.5%	10.6%
Endoscopy	3,807	3,389	3,068	12.3	12.3	12.2	12.8	12.4	10.5	11.0	11.1	7.7	10.7
Medical	4,204	3,852	3,459	9.1	8.8	10.0	4.8	2.8	11.4	11.7	14.6	(2.0)	(0.3)
Vascular	1,968	1,307	1,226	50.6	50.0	107.5	14.8	13.4	6.6	8.2	4.7	7.9	10.5
Neuro Cranial	2,485	2,136	1,876	16.3	15.9	16.5	15.5	13.1	13.9	14.1	15.0	8.7	10.2
	$15,647	$13,518	$12,163	15.7%	15.4%	17.0%	11.3%	9.7%	11.1%	11.6%	12.7%	5.9%	7.9%
Orthopaedics:
Knees	$2,656	$2,447	$2,273	8.5%	8.2%	7.6%	11.0%	9.7%	7.6%	8.2%	6.7%	10.4%	12.2%
Hips	1,865	1,704	1,544	9.5	8.9	7.4	12.9	11.2	10.3	11.3	7.2	15.9	18.4
Trauma and Extremities	3,948	3,507	3,147	12.6	11.8	13.1	11.0	8.2	11.4	11.6	12.6	8.3	9.1
Other	815	712	658	14.5	14.0	18.2	5.3	3.6	8.1	9.6	7.3	10.1	15.4
	9,284	8,370	7,622	10.9%	10.3%	10.9%	11.0%	9.0%	9.8%	10.4%	9.3%	10.9%	12.8%
Spinal Implants	185	707	713	(73.9)	(73.9)	(76.0)	(69.3)	(69.2)	(0.7)	(0.3)	(2.1)	2.5	3.8
	$9,469	$9,077	$8,335	4.3%	3.8%	4.3%	4.4%	2.6%	8.9%	9.4%	8.4%	10.2%	12.0%
Total	$25,116	$22,595	$20,498	11.2%	10.7%	12.2%	8.1%	6.4%	10.2%	10.7%	11.0%	7.9%	9.8%

Consolidated Net Sales

Consolidated net sales in 2025 increased 11.2% as reported and

10.7% in constant currency, as foreign currency exchange rates

positively impacted net sales by 0.5%. Excluding the 0.4% impact

of acquisitions and divestitures, net sales in constant currency

increased by 9.9% from increased unit volume and 0.4% due to

higher prices. The unit volume increase was primarily due to

higher shipments across all businesses.

Consolidated net sales in 2024 increased 10.2% as reported and

10.7% in constant currency, as foreign currency exchange rates

negatively impacted net sales by 0.5%. Excluding the 0.5%

impact of acquisitions and divestitures, net sales in constant

currency increased by 9.1% from increased unit volume and

1.1% due to higher prices. The unit volume increase was due to

higher shipments across all MedSurg and Neurotechnology

businesses and most Orthopaedics businesses.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 17 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

MedSurg and Neurotechnology Net Sales

MedSurg and Neurotechnology net sales in 2025 increased

15.7% as reported and 15.4% in constant currency, as foreign

currency exchange rates positively impacted net sales by 0.3%.

Excluding the 4.7% impact of acquisitions and divestitures, net

sales in constant currency increased by 10.0% from increased

unit volume and 0.7% due to higher prices. The unit volume

increase was due to higher shipments across all MedSurg and

Neurotechnology businesses.

MedSurg and Neurotechnology net sales in 2024 increased

11.1% as reported and 11.6% in constant currency, as foreign

currency exchange rates negatively impacted net sales by 0.5%.

Excluding the 0.4% impact of acquisitions and divestitures, net

sales in constant currency increased by 9.5% from increased unit

volume and 1.7% due to higher prices. The unit volume increase

was due to higher shipments across all MedSurg and

Neurotechnology businesses.

Orthopaedics Net Sales

Orthopaedics net sales in 2025 increased 4.3% as reported and

3.8% in constant currency, as foreign currency exchange rates

positively impacted net sales by 0.5%. Excluding the 5.7% impact

of acquisitions and divestitures, net sales in constant currency

increased by 9.6% from increased unit volume partially offset by

0.1% due to lower prices. The unit volume increase was due to

higher shipments across most Orthopaedics businesses.

Orthopaedics net sales in 2024 increased 8.9% as reported and

9.4% in constant currency, as foreign currency exchange rates

negatively impacted net sales by 0.5%. Excluding the 0.7%

impact of acquisitions and divestitures, net sales in constant

currency increased by 8.7% from increased unit volume. The unit

volume increase was due to higher shipments across all

Orthopaedics businesses.

Gross Profit

Gross profit was $16,065, $14,440 and $13,058 in 2025, 2024,

and 2023. The key components of the change were:

	Gross Profit<br><br>Percent Net Sales
2023	63.7%
Sales pricing	40 bps
Volume and mix	60 bps
Manufacturing and supply chain costs	(40) bps
Inventory stepped up to fair value	(20) bps
Structural optimization and other special charges	(20) bps
2024	63.9%
Sales pricing	10 bps
Volume and mix	70 bps
Manufacturing and supply chain costs	0 bps
Inventory stepped up to fair value	(60) bps
Structural optimization and other special charges	(10) bps
2025	64.0%

Gross profit as a percentage of net sales increased to 64.0% in

2025 from 63.9% in 2024 primarily due to higher sales pricing

and favorable volume partially offset by higher amortization of

inventory stepped up to fair value.

Gross profit as a percentage of net sales increased to 63.9% in

2024 from 63.7% in 2023 due to higher sales pricing and

favorable volume offset by higher manufacturing and supply

chain costs primarily due to inflationary pressures impacting fixed

and variable manufacturing costs as well as higher amortization

of inventory stepped up to fair value.

While segment mix was not a significant driver of the change in

gross profit as a percent of net sales between 2025, 2024 and

2023, we generally expect segment mix to have an unfavorable

impact for the foreseeable future as we anticipate more rapid

sales growth in our lower gross margin MedSurg and

Neurotechnology segment than our Orthopaedics segment.

Research, Development and Engineering Expenses

Research, development and engineering expenses as a

percentage of net sales in 2025 of 6.5% remained flat with 2024.

Research, development and engineering expenses as a

percentage of net sales in 2024 decreased to 6.5% from 6.8% in

2023 primarily due to lower spend on medical device regulations

in the European Union.

Selling, General and Administrative Expenses

Selling, general and administrative expenses as a percentage of

net sales in 2025 increased to 34.4% from 34.0% in 2024

primarily due to higher acquisition-related costs and continued

investments to support our growth. A charge of $139 for share-

based awards for Inari employees that vested upon our

acquisition is included in 2025.

Selling, general and administrative expenses as a percentage of

net sales in 2024 decreased to 34.0% from 34.7% in 2023

primarily due to continued spend discipline and lower charges for

structural optimization and certain legal matters partially offset by

higher acquisition-related costs.

Amortization of Intangible Assets

Amortization of intangible assets was $732, $623 and $635 in

2025, 2024 and 2023. These amounts include amortization

related to intangible assets acquired in 2025 from Inari, 2024

from various acquisitions and 2023 from Cerus Endovascular

Limited (Cerus). Refer to Notes 6 and 8 to our Consolidated

Financial Statements for further information.

Goodwill and Other Impairments

Goodwill and other impairments of $170, $977 and $36 were

recorded in 2025, 2024 and 2023.

In 2024 we recorded goodwill impairment charges of $456 related

to our Spine business and recognized an estimated loss of $362

as a result of classifying certain assets in our Spinal Implants

business as held for sale. Refer to Notes 8 and 16 to our

Consolidated Financial Statements for further information.

In 2025, 2024 and 2023 we recorded other impairments of $109,

$159 and $36. Refer to Note 15 to our Consolidated Financial

Statements for further information.

Operating Income

Operating income was $4,889, $3,689 and $3,888 in 2025, 2024

and 2023. Operating income increased as a percentage of sales

to 19.5% in 2025 from 16.3% in 2024 and increased from 19.0%

in 2023. Refer to the comments above for discussion of the

primary drivers of the change.

MedSurg and Neurotechnology operating income as a

percentage of net sales increased to 29.9% in 2025 from 29.6%

in 2024. MedSurg and Neurotechnology operating income as a

percentage of net sales increased to 29.6% in 2024 from 28.5%

in 2023. Orthopaedics operating income as a percentage of net

sales increased to 29.8% in 2025 from 28.5% in 2024.

Orthopaedics operating income as a percentage of net sales

increased to 28.5% in 2024 from 27.2% in 2023. The key

components of the change were:

| Dollar amounts in millions except per share amounts or as otherwise specified. | 18 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | | Operating Income<br><br>Percent Net Sales | | | --- | --- | --- | | | MedSurg and<br><br>Neurotechnology | Orthopaedics | | 2023 | 28.5% | 27.2% | | Sales pricing | 70 bps | 0 bps | | Volume | 40 bps | 70 bps | | Manufacturing and supply chain costs | (40) bps | (20) bps | | Research, development and<br><br>engineering expenses | 0 bps | 10 bps | | Selling, general and administrative<br><br>expenses | 40 bps | 70 bps | | 2024 | 29.6% | 28.5% | | Sales pricing | 30 bps | 0 bps | | Volume | 90 bps | 30 bps | | Manufacturing and supply chain costs | 80 bps | (90) bps | | Research, development and<br><br>engineering expenses | (30) bps | 50 bps | | Selling, general and administrative<br><br>expenses | (140) bps | 140 bps | | 2025 | 29.9% | 29.8% |

The increase in MedSurg and Neurotechnology operating income

as a percentage of net sales in 2025 from 2024 was primarily

driven by higher unit volumes and prices, and lower

manufacturing and supply chain costs partially offset by higher

selling, general and administrative expenses due to the

acquisition of Inari.

The increase in MedSurg and Neurotechnology operating income

as a percentage of net sales in 2024 from 2023 was primarily

driven by higher unit volumes, higher prices and a decrease in

selling, general and administrative expenses as a percentage of

sales partially offset by higher manufacturing and supply chain

costs.

The increase in Orthopaedics operating income as a percentage

of net sales for 2025 from 2024 was primarily by driven lower

selling, general and administrative expenses and higher unit

volumes partially offset by higher manufacturing and supply chain

costs.

The increase in Orthopaedics operating income as a percentage

of net sales for 2024 from 2023 was primarily driven by higher

sales volumes and a decrease in selling, general and

administrative expenses as a percentage of sales partially offset

by higher manufacturing and supply chain costs.

Interest Expense

Interest expense was $607, $409 and $363 in 2025, 2024 and

2023. The increase in 2025 from 2024 was due to increased

interest expense from our 2025 debt issuances. The increase in

2024 from 2023 was primarily due to the impact of additional

interest expense from our 2024 debt issuances.

Other Income

Other income was $232, $212 and $148 in 2025, 2024 and 2023.

The increase in 2025 from 2024 was primarily due to higher

interest income in 2025. The increase in 2024 from 2023 was

primarily due to higher interest income.

Income Taxes

Our effective tax rate was 28.1%, 14.3% and 13.8% for 2025,

2024 and 2023. The effective income tax rate for 2025 increased

from 2024 due to the 2025 tax effect of transfers of intellectual

property between tax jurisdictions and the 2024 tax effect of the

sale of the Spinal Implants business. The effective income tax

rate for 2024 increased from 2023 due to the 2023 tax effect of

transfers of intellectual property between tax jurisdictions offset

by the 2024 tax effect of the sale of the Spinal Implants business.

Our future results of operations could be affected by changes in

the effective tax rate as a result of changes in tax laws,

regulations and judicial rulings. We are continuing to evaluate the

impact of tax reform in the countries in which we operate as new

guidance is published and new regulations are adopted. In

addition, further changes in the tax laws could arise, including as

a result of the base erosion and profit shifting project undertaken

by the Organisation for Economic Cooperation and Development

(OECD). The OECD, which represents a coalition of member

countries, has put forth two proposed frameworks that revise the

existing profit allocation and nexus rules (Pillar 1) and ensure a

minimal level of taxation (Pillar 2), respectively, and several

countries enacted tax legislation based on these frameworks. In

January 2026, the OECD released Administrative Guidance

containing the SbS System and introduced two new Pillar 2 safe

harbors for multinationals headquartered in jurisdictions including

the United States with eligible tax systems. The safe harbors

must now be legislated domestically by each country with

enacted Pillar 2 legislation impacted by the new OECD

Administrative Guidance. These tax law changes and any

additional contemplated tax law changes, could impact tax

expense in future periods.

Net Earnings

Net earnings for 2025 increased to $3,246 or $8.40 per diluted

share from $2,993 or $7.76 per diluted share in 2024 and $3,165

or $8.25 per diluted share in 2023. Refer to the comments above

for discussion of the primary drivers of the change.

Non-GAAP Financial Measures

We supplement the reporting of our financial information

determined under accounting principles generally accepted in the

United States (GAAP) with certain non-GAAP financial measures,

including percentage sales growth in constant currency;

percentage organic sales growth; adjusted gross profit; adjusted

selling, general and administrative expenses; adjusted research,

development and engineering expenses; adjusted operating

income; adjusted other income (expense), net; adjusted income

taxes; adjusted effective income tax rate; adjusted net earnings;

and adjusted net earnings per diluted share (Diluted EPS). We

believe these non-GAAP financial measures provide meaningful

information to assist investors and shareholders in understanding

our financial results and assessing our prospects for future

performance. Management believes percentage sales growth in

constant currency and the other adjusted measures described

above are important indicators of our operations because they

exclude items that may not be indicative of or are unrelated to our

core operating results and provide a baseline for analyzing trends

in our underlying businesses. Management uses these non-

GAAP financial measures for reviewing the operating results of

reportable business segments and analyzing potential future

business trends in connection with our budget process and bases

certain management incentive compensation on these non-GAAP

financial measures. To measure percentage sales growth in

constant currency, we remove the impact of changes in foreign

currency exchange rates that affect the comparability and trend

of sales. Percentage sales growth in constant currency is

calculated by translating current and prior year results at the

same foreign currency exchange rate. To measure percentage

organic sales growth, we remove the impact of changes in

foreign currency exchange rates, acquisitions and divestitures,

which affect the comparability and trend of sales. Percentage

organic sales growth is calculated by translating current year and

prior year results at the same foreign currency exchange rates

excluding the impact of acquisitions and divestitures. To measure

earnings performance on a consistent and comparable basis, we

| Dollar amounts in millions except per share amounts or as otherwise specified. | 19 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

exclude certain items that affect the comparability of operating

results and the trend of earnings. The income tax effect of each

adjustment was determined based on the tax effect of the

jurisdiction in which the related pre-tax adjustment was recorded.

These adjustments are irregular in timing and may not be

indicative of our past and future performance. The following are

examples of the types of adjustments that may be included in a

period:

1.Acquisition and integration-related costs. Costs related to

integrating recently acquired businesses (e.g., costs

associated with the termination of sales relationships,

employee retention and workforce reductions, manufacturing

integration costs and other integration-related activities),

changes in the fair value of contingent consideration,

amortization of inventory stepped-up to fair value, specific

costs (e.g., deal costs and costs associated with legal entity

rationalization) related to the consummation of the

acquisition process and legal entity rationalization and

acquisition-related tax items.

2.Amortization of purchased intangible assets. Periodic

amortization expense related to purchased intangible assets.

3.Structural optimization and other special charges. Costs

associated with employee retention and workforce

reductions, the closure or transfer of manufacturing and

other facilities (e.g., site closure costs, contract termination

costs and redundant employee costs during the work

transfers), product line exits (primarily inventory, long-lived

asset and specifically-identified intangible asset write-offs),

certain long-lived and intangible asset write-offs and

impairments and other charges.

4.Medical device regulations. Costs specific to updating our

quality system, product labeling, asset write-offs and product

remanufacturing to comply with the new medical device

reporting regulations and other requirements of the

European Union.

5.Recall-related matters. Changes in our best estimate of the

probable loss, or the minimum of the range of probable

losses when a best estimate within a range is not known, to

resolve the Rejuvenate, LFIT V40, Wright legacy hip

products and other product recalls.

6.Regulatory and legal matters. Changes in our best estimate

of the probable loss, or the minimum of the range of

probable losses when a best estimate within a range is not

known, to resolve certain regulatory or other legal matters

and the amount of favorable awards from settlements.

7.Tax matters. Impact of accounting for certain significant and

discrete tax items.

Because non-GAAP financial measures are not standardized, it

may not be possible to compare these financial measures with

other companies' non-GAAP financial measures having the same

or similar names. These adjusted financial measures should not

be considered in isolation or as a substitute for reported sales

growth, gross profit, selling, general and administrative expenses,

research, development and engineering expenses, operating

income, other income (expense), net, income taxes, effective

income tax rate, net earnings and net earnings per diluted share,

the most directly comparable GAAP financial measures. These

non-GAAP financial measures are an additional way of viewing

aspects of our operations when viewed with our GAAP results

and the reconciliations to corresponding GAAP financial

measures at the end of the discussion of Consolidated Results of

Operations below. We strongly encourage investors and

shareholders to review our financial statements and publicly-filed

reports in their entirety and not to rely on any single financial

measure.

The weighted-average diluted shares outstanding used in the

calculation of adjusted net earnings per diluted share are the

same as those used in the calculation of reported net earnings

per diluted share for the respective period.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 20 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

Reconciliation of the Most Directly Comparable GAAP Financial Measure to Non-GAAP Financial Measure

2025	Gross<br><br>Profit	Selling,<br><br>General &<br><br>Administrative<br><br>Expenses	Research,<br><br>Development &<br><br>Engineering<br><br>Expenses	Operating<br><br>Income	Other<br><br>Income<br><br>(Expense),<br><br>Net	Income<br><br>Taxes	Net<br><br>Earnings	Effective<br><br>Tax Rate	Diluted<br><br>EPS
Reported	$16,065	$8,651	$1,623	$4,889	$(375)	$1,268	$3,246	28.1%	$8.40
Acquisition and integration-related costs:
Inventory stepped-up to fair value	173	—	—	173	—	42	131	0.3	0.34
Other acquisition and integration-related (a)	24	(296)	(15)	335	—	36	299	(0.3)	0.78
Amortization of purchased intangible assets	—	—	—	732	—	151	581	0.9	1.49
Structural optimization and other special charges (b)	74	(113)	(4)	191	(27)	24	140	—	0.37
Goodwill and other impairments (c)	—	—	—	170	—	50	120	0.5	0.31
Medical device regulations (d)	1	—	(37)	38	—	8	30	0.1	0.08
Recall-related matters (e)	54	(4)	—	58	—	10	48	—	0.12
Regulatory and legal matters (f)	—	(17)	—	17	—	5	12	—	0.03
Tax matters (g)	—	—	—	—	—	(660)	660	(14.5)	1.71
Adjusted	$16,391	$8,221	$1,567	$6,603	$(402)	$934	$5,267	15.1%	$13.63		2024	Gross<br><br>Profit	Selling,<br><br>General &<br><br>Administrative<br><br>Expenses	Research,<br><br>Development &<br><br>Engineering<br><br>Expenses	Operating<br><br>Income	Other<br><br>Income<br><br>(Expense),<br><br>Net	Income<br><br>Taxes	Net<br><br>Earnings	Effective<br><br>Tax Rate	Diluted<br><br>EPS
---	---	---	---	---	---	---	---	---	---
Reported	$14,440	$7,685	$1,466	$3,689	$(197)	$499	$2,993	14.3%	$7.76
Acquisition and integration-related costs:
Inventory stepped-up to fair value	46	—	—	46	—	12	34	0.2	0.09
Other acquisition and integration-related (a)	—	(107)	(1)	108	—	23	85	0.2	0.22
Amortization of purchased intangible assets	—	—	—	623	—	128	495	1.0	1.28
Structural optimization and other special charges (b)	59	(77)	(2)	138	1	29	110	0.3	0.29
Goodwill and other impairments (c)	—	—	—	977	—	125	852	(0.6)	2.21
Medical device regulations (d)	9	—	(49)	58	—	14	44	0.1	0.11
Recall-related matters (e)	11	(29)	—	40	—	10	30	0.1	0.08
Regulatory and legal matters (f)	—	(36)	—	36	—	7	29	0.1	0.08
Tax matters (g)	—	—	—	—	—	(28)	28	(0.9)	0.07
Adjusted	$14,565	$7,436	$1,414	$5,715	$(196)	$819	$4,700	14.8%	$12.19		2023	Gross<br><br>Profit	Selling,<br><br>General &<br><br>Administrative<br><br>Expenses	Research,<br><br>Development &<br><br>Engineering<br><br>Expenses	Operating<br><br>Income	Other<br><br>Income<br><br>(Expense),<br><br>Net	Income<br><br>Taxes	Net<br><br>Earnings	Effective<br><br>Tax Rate	Diluted<br><br>EPS
---	---	---	---	---	---	---	---	---	---
Reported	$13,058	$7,111	$1,388	$3,888	$(215)	$508	$3,165	13.8%	$8.25
Acquisition and integration-related costs:
Inventory stepped-up to fair value	—	—	—	—	—	—	—	—	—
Other acquisition and integration-related (a)	—	(20)	—	20	—	(25)	45	(0.8)	0.12
Amortization of purchased intangible assets	—	—	—	635	—	132	503	1.2	1.31
Structural optimization and other special charges (b)	39	(130)	(1)	170	—	38	132	0.4	0.34
Goodwill and other impairments (c)	—	—	—	36	—	9	27	0.1	0.08
Medical device regulations (d)	2	—	(94)	96	—	22	74	0.2	0.19
Recall-related matters (e)	—	(18)	—	18	—	4	14	—	0.04
Regulatory and legal matters (f)	—	(92)	—	92	—	29	63	0.4	0.16
Tax matters (g)	—	—	—	—	(8)	(51)	43	(1.2)	0.11
Adjusted	$13,099	$6,851	$1,293	$4,955	$(223)	$666	$4,066	14.1%	$10.60

(a) Charges represent certain acquisition and integration-related costs associated with acquisitions, including:

	2025	2024	2023
Termination of sales relationships	$—	$4	$5
Employee retention and workforce reductions	60	22	6
Changes in the fair value of contingent consideration	21	8	(1)
Manufacturing integration costs	19	3	2
Stock compensation payments upon a change in control	140	22	—
Other integration-related activities	95	49	8
Adjustments to Operating Income	$335	$108	$20
Charges for acquisition-related tax provisions	—	—	—
Other income taxes related to acquisition and integration-related costs	36	23	(25)
Adjustments to Income Taxes	$36	$23	$(25)
Adjustments to Net Earnings	$299	$85	$45
Dollar amounts in millions except per share amounts or as otherwise specified.	21
---	---		STRYKER CORPORATION	2025 FORM 10-K
---	---

(b) Structural optimization and other special charges represent the costs associated with:

	2025	2024	2023
Employee retention and workforce reductions	$55	$23	$69
Closure/transfer of manufacturing and other facilities	31	31	50
Product line exits	13	37	22
Termination of sales relationships	7	8	—
Other charges	85	39	29
Adjustments to Operating Income	$191	$138	$170
Adjustments to Other Income (Expense), Net	$(27)	$1	$—
Adjustments to Income Taxes	$24	$29	$38
Adjustments to Net Earnings	$140	$110	$132

(c) Goodwill and other impairments represent the costs associated with:

	2025	2024	2023
Goodwill impairments	$—	$456	$—
Certain long-lived and intangible asset write-offs and impairments	114	466	26
Product line exits (e.g., long-lived asset and specifically-identified intangible asset write-offs)	56	55	10
Adjustments to Operating Income	$170	$977	$36
Adjustments to Income Taxes	$50	$125	$9
Adjustments to Net Earnings	$120	$852	$27

(d)  Charges represent the costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device

reporting regulations and other requirements of the new medical device regulations in the European Union.

(e)  Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to

resolve certain recall-related matters.

(f)  Charges represent changes in our best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within a range is not known, to

resolve certain regulatory or other legal matters and the amount of favorable awards from settlements.

(g)  Benefits / (charges) represent the accounting impact of certain significant and discrete tax items, including:

	2025	2024	2023
Adjustments related to the transfer of certain intellectual properties between tax jurisdictions	$(718)	$(185)	$(89)
Certain tax audit settlements	—	(1)	24
Deferred tax benefit on outside basis related to the anticipated sale of the Spinal Implants business	—	170	—
Other tax matters	58	(12)	14
Adjustments to Income Taxes	$(660)	$(28)	$(51)
Benefits for certain tax audit settlements	—	—	(9)
Other tax related adjustments	—	—	1
Adjustments to Other Income (Expense), Net	$—	$—	$(8)
Adjustments to Net Earnings	$660	$28	$43

FINANCIAL CONDITION AND LIQUIDITY

Net cash provided by (used in):	2025	2024	2023
Operating activities	$5,044	$4,242	$3,711
Investing activities	(4,866)	(3,000)	(962)
Financing activities	113	(525)	(1,594)
Effect of exchange rate changes	68	(36)	(28)
Change in cash and cash equivalents	$359	$681	$1,127

We believe our financial condition continues to be of high quality,

as evidenced by our ability to generate substantial cash from

operations and to readily access capital markets at competitive

rates despite the current macroeconomic environment. Operating

cash flow provides the primary source of cash to fund operating

needs and capital expenditures. Excess operating cash is used

first to fund acquisitions to complement our portfolio of

businesses. Other discretionary uses include dividends and

potentially share repurchases. We supplement operating cash

flow with debt to fund our activities as necessary. Our overall

cash position reflects our business results and a global cash

management strategy that takes into account liquidity

management, economic factors and tax considerations.

Operating Activities

Cash provided by operating activities was $5,044, $4,242 and

$3,711 in 2025, 2024 and 2023. The increase in 2025 was

primarily due to higher cash earnings and working capital

improvements. The increase in 2024 from 2023 was primarily due

to higher cash earnings partially offset by changes in working

capital.

Investing Activities

Cash used in investing activities was $4,866, $3,000 and $962 in

2025, 2024 and 2023. Cash used in 2025 included cash paid for

the acquisition of Inari, purchases of property, plant and

equipment, partially offset by proceeds from the sale of short

term investments and our Spinal Implants business. Cash used in

2024 included cash paid for various acquisitions and purchases

of short-term investments partially offset by proceeds from other

investing activities.

Financing Activities

Cash provided by financing activities in 2025 was $113 and used

in financing activities in 2024 and 2023 was  $525 and $1,594.

Cash provided by 2025 was primarily driven by dividend

payments of $1,284 and repayments of $1,400 to pay off

maturing senior unsecured notes. These repayments were offset

by net proceeds of $2,979 from the issuance of senior unsecured

notes as described in Note 10 to our Consolidated Financial

statements.  Cash used in 2024 was primarily driven by dividend

payments of $1,219 and repayments of $2,039 to pay off

maturing senior unsecured notes. These repayments were offset

by net proceeds of $3,011 from issuance of senior unsecured

notes.

We maintain debt levels that we consider appropriate after

evaluating a number of factors including cash requirements for

ongoing operations, investment and financing plans (including

acquisitions and share repurchase activities) and overall cost of

| Dollar amounts in millions except per share amounts or as otherwise specified. | 22 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

capital. Refer to Note 10 to our Consolidated Financial

Statements for further information.

	2025	2024	2023
Dividends paid per common share	$3.36	$3.20	$3.00
Total dividends paid to common shareholders	$1,284	$1,219	$1,139

Liquidity

Cash, cash equivalents and marketable securities were $4,100

and $3,743, and our current assets exceeded current liabilities by

$6,961 and $7,231 on December 31, 2025 and 2024. We

anticipate being able to support our short-term liquidity and

operating needs from a variety of sources including cash from

operations, commercial paper and existing credit lines. We also

have a revolving credit agreement maturing in February 2030

with an aggregate principal amount of $3,000.

We raised funds in the capital markets in the past and may

continue to do so from time-to-time. We continue to have strong

investment-grade short-term and long-term debt ratings that we

believe should enable us to refinance our debt as needed.

Our cash, cash equivalents and marketable securities held in

locations outside the United States was approximately 20% on

December 31, 2025 and 2024.

Guarantees and Other Off-Balance Sheet Arrangements

We do not have guarantees or other off-balance sheet financing

arrangements, including variable interest entities, of a magnitude

that we believe could have a material impact on our financial

condition or liquidity.

CONTRACTUAL OBLIGATIONS AND FORWARD-LOOKING

CASH REQUIREMENTS

In 2025 we recorded charges for various legal matters as further

described in Note 7 to our Consolidated Financial Statements.

Recorded reserves represent the best estimate of the probable

loss, or the minimum of the range of probable losses when a best

estimate within the range is not known. The final outcome of

these matters is dependent on many variables that are difficult to

predict. The ultimate cost to entirely resolve these matters may

be materially different from the amount of the current estimates

and could have a material adverse effect on our financial

position, results of operations and cash flows. We are not able to

reasonably estimate the future periods in which payments will be

made.

As further described in Note 11 to our Consolidated Financial

Statements, on December 31, 2025 we had a reserve for

uncertain income tax positions of $403. Due to uncertainties

regarding the ultimate resolution of income tax audits, we are not

able to reasonably estimate the future periods in which any

income tax payments to settle these uncertain income tax

positions will be made.

As further described in Note 12 to our Consolidated Financial

Statements, on December 31, 2025 our defined benefit pension

plans were underfunded by $269, of which approximately $268

related to plans outside the United States. Due to the rules

affecting tax-deductible contributions in the jurisdictions in which

the plans are offered and the impact of future plan asset

performance, changes in interest rates and potential changes in

legislation in the United States and other foreign jurisdictions, we

are not able to reasonably estimate the amounts that may be

required to fund defined benefit pension plans.

Contractual Obligations	Total	2026	2027-<br><br>2028	2029-<br><br>2030	After<br><br>2030
Debt repayments	$15,973	$1,000	$3,988	$4,256	$6,729
Interest payments	4,287	536	957	670	2,124
Minimum lease payments	524	164	212	93	55
Other	85	6	28	27	24
Total	$20,869	$1,706	$5,185	$5,046	$8,932

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing our financial statements in accordance with

generally accepted accounting principles, there are certain

accounting policies, which may require substantial judgment or

estimation in their application. We believe these accounting

policies and the others set forth in Note 1 to our Consolidated

Financial Statements are critical to understanding our results of

operations and financial condition. Actual results could differ from

our estimates and assumptions, and any such differences could

be material to our results of operations and financial condition.

Income Taxes

Our annual tax rate is determined based on our income, statutory

tax rates and the tax impacts of items treated differently for tax

purposes than for financial reporting purposes. Tax law requires

certain items be included in the tax return at different times than

the items are reflected in the financial statements. Some of these

differences are permanent, such as expenses that are not

deductible in our tax return, and some differences are temporary

and reverse over time, such as depreciation expense. These

temporary differences create deferred tax assets and liabilities.

Deferred tax assets generally represent the tax effect of items

that can be used as a tax deduction or credit in future years for

which we have already recorded the tax benefit in our income

statement. Deferred tax liabilities generally represent tax expense

recognized in our financial statements for which payment was

deferred, the tax effect of expenditures for which a deduction was

taken in our tax return but has not yet been recognized in our

financial statements or assets recorded at fair value in business

combinations for which there was no corresponding tax basis

adjustment.

Inherent in determining our annual tax rate are judgments

regarding business plans, tax planning opportunities and

expectations about future outcomes. Realization of certain

deferred tax assets is dependent upon generating sufficient

taxable income in the appropriate jurisdiction prior to the

expiration of the carryforward periods. Although realization is not

assured, management believes it is more likely than not that our

deferred tax assets, net of valuation allowances, will be realized.

We operate in multiple jurisdictions with complex tax policy and

regulatory environments. In certain of these jurisdictions, we may

take tax positions that management believes are supportable but

are potentially subject to successful challenge by the applicable

taxing authority. These differences of interpretation with the

respective governmental taxing authorities can be impacted by

the local economic and fiscal environment. We evaluate our tax

positions and establish liabilities in accordance with the

applicable accounting guidance on uncertainty in income taxes.

We review these tax uncertainties in light of changing facts and

circumstances, such as the progress of tax audits, and adjust

them accordingly. We have a number of audits in process in

various jurisdictions. Although the resolution of these tax

positions is uncertain, based on currently available information,

we believe that it is more likely than not that the ultimate

outcomes will not have a material adverse effect on our financial

position, results of operations or cash flows.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 23 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

Due to the number of estimates and assumptions inherent in

calculating the various components of our tax provision, certain

changes or future events, such as changes in tax legislation,

geographic mix of earnings, completion of tax audits or earnings

repatriation plans, could have an impact on those estimates and

our effective tax rate.

We received a final audit report and assessments from the

German Federal Central Tax Office (FCTO) related to the years

2010 through 2017 of $754 and expect to receive additional

assessments of $11 based on the final audit report.  We intend to

defend our filing positions through the FCTO independent

appeals process and/or litigation as necessary. If the resolution of

this matter results in additional German income taxes, we expect

to pursue a claim for associated foreign tax credits. Our

unrecognized tax benefits associated with this matter remain

unchanged from 2024. Refer to Note 11 to our Consolidated

Financial Statements for further discussion.

Acquisitions, Goodwill and Intangibles, and Long-Lived

Assets

Our financial statements include the operations of an acquired

business starting from the completion of the acquisition. In

addition, the assets acquired and liabilities assumed are recorded

on the date of acquisition at their respective estimated fair values,

with any excess of the purchase price over the estimated fair

values of the net assets acquired recorded as goodwill.

Significant judgment is required in estimating the fair value of

intangible assets and in assigning their respective useful lives.

Accordingly, we typically obtain the assistance of third-party

valuation specialists for significant items. The fair value estimates

are based on available historical information and on future

expectations and assumptions deemed reasonable by

management but are inherently uncertain. We typically use an

income method to estimate the fair value of intangible assets,

which is based on forecasts of the expected future cash flows

attributable to the respective assets. Significant estimates and

assumptions inherent in the valuations reflect a consideration of

other marketplace participants and include the amount and timing

of future cash flows (including expected growth rates and

profitability), the underlying product or technology life cycles, the

economic barriers to entry and the discount rate applied to the

cash flows. Unanticipated market or macroeconomic events and

circumstances may occur that could affect the accuracy or

validity of the estimates and assumptions.

Determining the useful life of an intangible asset also requires

judgment. With the exception of certain trade names, the majority

of our acquired intangible assets (e.g., certain trademarks or

brands, customer and distributor relationships, patents and

technologies) are expected to have determinable useful lives.

Our assessment as to the useful lives of these intangible assets

is based on a number of factors including competitive

environment, market share, trademark, brand history, underlying

product life cycles, operating plans and the macroeconomic

environment of the countries in which the trademarked or

branded products are sold. Our estimates of the useful lives of

determinable-lived intangibles are primarily based on these same

factors. Determinable-lived intangible assets are amortized to

expense over their estimated useful life.

In some of our acquisitions, we acquire in-process research and

development (IPRD) intangible assets. For acquisitions

accounted for as business combinations, IPRD is considered to

be an indefinite-lived intangible asset until the research is

completed (then it becomes a determinable-lived intangible

asset) or determined to have no future use (then it is impaired).

For asset acquisitions, IPRD is expensed immediately unless

there is an alternative future use.

Indefinite-lived intangible assets and goodwill are not amortized

but are tested annually for impairment or whenever events or

circumstances indicate such assets may be impaired. Our annual

impairment testing date is October 31. When it is unlikely that an

indefinite-lived intangible asset or goodwill of a reporting unit is

impaired, we perform a qualitative assessment. For goodwill, that

qualitative assessment may be periodically supplemented with a

corroborative quantitative analysis.

When necessary, we perform a quantitative impairment test and

determine the fair value of the indefinite-lived intangible asset or

reporting unit using an income approach. For the quantitative

impairment test of goodwill, when appropriate, we corroborate

our concluded value under the income approach using a market

approach that utilizes trading multiples derived from a peer set of

similar companies. The income approach calculates the present

value of estimated future cash flows and requires certain

assumptions and estimates be made regarding market conditions

and our future profitability. Considerable management judgment

is necessary to evaluate the impact of operating and

macroeconomic changes and to estimate future cash flows used

to measure fair value. Assumptions used in our impairment

evaluations, such as forecasted growth rates and cost of capital,

are consistent with internal business plans. We believe such

assumptions and estimates are also comparable to those that

would be used by other marketplace participants.

We review our other long-lived assets for indicators of impairment

whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. The evaluation is

performed at the lowest level of identifiable cash flows, which is

at the individual asset level or the asset group level. The

undiscounted cash flows expected to be generated by the related

assets are estimated over their useful life based on updated

projections. If the evaluation indicates that the carrying amount of

the assets may not be recoverable, any potential impairment is

measured based upon the fair value of the related assets or

asset group as determined by an appropriate market appraisal or

other valuation technique. Assets classified as held for sale, if

any, are recorded at the lower of carrying amount or fair value

less costs to sell.

In our annual impairment test of goodwill as of October 31, 2024

we performed a quantitative assessment of the Spine reporting

unit using a discounted cash flow analysis to estimate the fair

value. The carrying value of the Spine reporting unit exceeded its

fair value and a charge of $273 was recognized in goodwill and

other impairments in our Consolidated Statements of Earnings.

The impairment charge for the Spine reporting unit was driven by

a decrease in future product demand due to the competitive

environment and an increase in the Spine reporting unit’s

weighted average cost of capital.

During the fourth quarter 2024 management committed to a plan

to sell certain assets associated with the Spinal Implants

business (disposal group) and such assets were classified as

held for sale beginning November 2024. We tested the net

carrying amounts of other assets, such as working capital

accounts, and determined that there was no impairment as the

fair values of these assets approximated their carrying values.

Goodwill was allocated to the disposal group and the retained

portion of the Spine reporting unit based on the relative fair

values. Goodwill allocated to the disposal group was tested for

impairment which resulted in an impairment charge of $183. As of

| Dollar amounts in millions except per share amounts or as otherwise specified. | 24 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

December 31, 2024, there was no goodwill remaining attributable

to the Spinal Implants disposal group.

Finally we compared the carrying amount of the disposal group to

the fair value less cost to sell. As a result, we recognized an

estimated loss of $362 to record the disposal group at its fair

value less cost to sell in goodwill and other impairments in our

Consolidated Statements of Earnings.

In April 2025 we completed the sale of the disposal group to the

Viscogliosi Brothers, LLC as further discussed in Note 16. In the

first half of 2025 we recognized immaterial impairment charges to

record the disposal group at its fair value less cost to sell within

goodwill and other impairments in our Consolidated Statements

of Earnings. The fair value of the disposal group and

consideration received was measured using a discounted cash

flow analysis based upon the selling price and unobservable

inputs, such as market conditions and the rate used to discount

the estimated future cash flows to their present value based on

factors including the disposal group’s cost of equity and market

yield rates, which are Level 3 inputs. Consideration could

increase by up to $57 or decrease by up to $245 based on the

amount received.

With the acquisition of Inari in February 2025 discussed in Note 6

to our Consolidated Financial Statements, we established a new

Peripheral Vascular reporting unit consisting of the acquired Inari

business. Given the proximity of the impairment testing date to

the date of acquisition, the fair value of this new reporting unit

was not expected to exceed its carrying value by a significant

amount. We performed a quantitative impairment test for our

Peripheral Vascular reporting unit at October 31, 2025 and

determined that its fair value exceeded its carrying amount by

12%. At October 31, 2025, goodwill attributable to this reporting

unit was $3,203. The fair value of this reporting unit was

determined using a discounted cash flow analysis, which is a

form of the income approach. Significant inputs to the analysis

included assumptions for future revenue growth, operating

margin and the rate used to discount the estimated future cash

flows to their present value, based on the reporting unit’s

estimated weighted average cost of capital. We believe our

estimates are appropriate based upon current and future market

conditions and the best information available at the impairment

assessment date; however, future impairment charges could be

required if we do not achieve our cash flow, revenue and

profitability projections or if there is an increase in the weighted

average cost of capital.

The assumptions used in the discounted cash flow analysis are

subject to inherent uncertainties and subjectivity. The use of

different assumptions, estimates or judgments with respect to the

estimation of future cash flows and the determination of the

discount rate used to reduce such estimated future cash flows to

their net present value could materially affect the determination of

any impairment charges. Hypothetical changes in our estimates

of the discount rate, long-term revenue growth and long-term

operating margin would result in impairment charges as follows:

Change in selected assumption	Percentage<br><br>decline in fair<br><br>value	Impairment<br><br>charge
100 bps increase in discount rate	14%	$198
100 bps decrease in long-term revenue growth	8	—
100 bps decrease in long-term operating margin	2	—

We did not identify any factors in 2025 or 2024 that would lead us

to believe that our other reporting units were at risk of a goodwill

impairment. Accordingly, we performed qualitative assessments

and concluded it was more likely than not that the fair values of

those reporting units exceeded their respective carrying amounts.

In 2025 our qualitative assessment was supplemented with a

corroborative quantitative analysis which indicated that the

implied fair values of our other reporting units exceed their

respective carrying amounts by at least 100%. Future changes in

the judgments, assumptions and estimates that are used in our

impairment testing for goodwill and indefinite-lived intangible

assets, including discount rates and cash flow projections, could

result in different estimates of fair value. A significant reduction in

estimated fair values could result in impairment charges that

could materially affect our results of operations.

Legal and Other Contingencies

We are involved in various ongoing proceedings, legal actions

and claims arising in the normal course of business, including

proceedings related to product, labor, tax, intellectual property

and other matters that are more fully described in Notes 7 and 11

to our Consolidated Financial Statements. The outcomes of these

matters will generally not be known for prolonged periods of time.

In certain of the legal proceedings, the claimants seek damages,

as well as other compensatory and equitable relief, that could

result in the payment of significant claims and settlements and/or

the imposition of injunctions or other equitable relief. For legal

matters for which management had sufficient information to

reasonably estimate our future obligations, a liability representing

management's best estimate of the probable loss, or the

minimum of the range of probable losses when a best estimate

within the range is not known, for the resolution of these legal

matters is recorded. The estimates are based on consultation

with legal counsel, previous settlement experience and

settlement strategies. If actual outcomes are less favorable than

those projected by management, additional expense may be

incurred, which could unfavorably affect future operating results.

We are currently self-insured for certain claims and expenses.

The ultimate cost to us with respect to product liability claims

could be materially different than the amount of the current

estimates and accruals and could have a material adverse effect

on our financial position, results of operations and cash flows.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 to our Consolidated Financial Statements for

further information.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE<br><br>DISCLOSURES ABOUT MARKET RISK.

We sell our products globally and, as a result, our operations and

financial results could be significantly affected by market risk

exposure from exchange rate risk. Our operating results are

primarily exposed to changes in exchange rates among the

United States Dollar, Australian Dollar, British Pound, Canadian

Dollar, Euro and Japanese Yen. We develop and manufacture

products in the United States, Canada, China, Costa Rica,

France, Germany, India, Ireland, Israel, Mexico, Poland,

Switzerland, Turkey and the United Kingdom and incur costs in

the applicable local currencies. This global deployment of

facilities serves to partially mitigate the impact of currency

exchange rate changes on our cost of sales. Refer to Notes 1, 4

and 5 to our Consolidated Financial Statements for information

regarding our use of derivative instruments to mitigate these

risks. A hypothetical 10% change in foreign currencies relative to

the United States Dollar would change the December 31, 2025

fair value of these instruments by approximately $449.

| 25 | | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. | | --- | --- |

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Stryker Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Stryker Corporation and subsidiaries (the Company) as of

December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash

flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed

in the Index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results

of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally

accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),

the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our

report dated February 11, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the

Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be

independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe

that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were

communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to

the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical

audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or

disclosures to which they relate.

	Uncertain Tax Positions
Description<br><br>of the Matter	As described in Note 11 to the consolidated financial statements, the Company is involved in various income tax matters<br><br>for which the ultimate outcomes are uncertain. As of December 31, 2025, the Company had unrecognized tax benefits<br><br>of $403. The Company received a final audit report and assessments from the German Federal Central Tax Office<br><br>(FCTO) related to the years 2010 through 2017 of $754 and expect to receive additional assessments of $11 based on<br><br>the final audit report.<br><br>Auditing management’s evaluation of the uncertain tax positions associated with the FCTO tax assessments was<br><br>especially challenging due to the level of subjectivity and significant judgment associated with the recognition and<br><br>measurement of the tax positions.
How We<br><br>Addressed<br><br>the Matter in<br><br>Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the<br><br>Company’s accounting process for uncertain tax positions. For example, we tested controls over management’s<br><br>identification of uncertain tax positions and its application of the recognition and measurement principles, including<br><br>management’s review of developments related to existing uncertain tax positions.<br><br>Our audit procedures included, among others, evaluating the assumptions the Company used to assess its uncertain tax<br><br>positions and related unrecognized tax benefits. We evaluated evidence of management’s assessment of the uncertain<br><br>tax positions related to certain German tax matters. Including inspection of technical memos, inspection of the FCTO tax<br><br>assessments, and written representations of management. We involved professionals with specialized skill and<br><br>knowledge to assist in our evaluation of the tax technical merits of the Company’s assessments, the amount of the<br><br>potential benefits to be realized, and the application of relevant tax law. We also assessed the Company’s disclosures of<br><br>uncertain tax positions included in Note 11 related to this tax matter.
26
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	Acquisitions
---	---
Description<br><br>of the Matter	As described in Note 6 to the consolidated financial statements, in 2025 the Company completed the acquisition of Inari<br><br>Medical, Inc. (Inari) for total consideration of $4,810, net of cash acquired. The acquisition was accounted for as a<br><br>business combination. Auditing the Company’s fair value measurement of certain acquired developed technologies was<br><br>complex and required significant auditor judgment due to the significant estimation uncertainty in determining the fair<br><br>value of these intangible assets. The Company used an income approach to measure the developed technology<br><br>intangible assets acquired. The significant assumptions used to estimate the fair value of the intangible assets included<br><br>discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth rates and<br><br>profit margins.
How We<br><br>Addressed<br><br>the Matter in<br><br>Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the<br><br>identification and measurement of developed technologies. For example, we tested controls over the valuation of<br><br>intangibles, including the valuation models and underlying assumptions used to develop such estimates.<br><br>To test the fair value measurement of developed technologies, we performed audit procedures that included, among<br><br>others, evaluating the Company's use of the income approach and testing the significant assumptions used in the<br><br>model, as described above. We involved our valuation specialists in assisting with the evaluation of methodologies used<br><br>by the Company and significant assumptions included in the fair value measurements. For example, to evaluate the<br><br>revenue growth rates and projected profit margins, we compared the amounts to historical results of the Company’s<br><br>business, as well as the acquired business’ historical results, and current industry and market trends for those in which<br><br>the Company operates and performed sensitivity analyses on key assumptions. We also evaluated the adequacy of the<br><br>Company’s disclosures included in Note 6 related to these acquisitions.

/s/    Ernst & Young LLP

We have served as the Company's auditor since 1974.

Grand Rapids, Michigan

February 11, 2026

| Dollar amounts in millions except per share amounts or as otherwise specified. | 27 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

Stryker Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF EARNINGS

	2025	2024	2023
Net sales	$25,116	$22,595	$20,498
Cost of sales	9,051	8,155	7,440
Gross profit	$16,065	$14,440	$13,058
Research, development and engineering expenses	1,623	1,466	1,388
Selling, general and administrative expenses	8,651	7,685	7,111
Amortization of intangible assets	732	623	635
Goodwill and other impairments	170	977	36
Total operating expenses	$11,176	$10,751	$9,170
Operating income	$4,889	$3,689	$3,888
Interest expense	(607)	(409)	(363)
Other income	232	212	148
Earnings before income taxes	$4,514	$3,492	$3,673
Income taxes	1,268	499	508
Net earnings	$3,246	$2,993	$3,165
Net earnings per share of common stock:
Basic	$8.49	$7.86	$8.34
Diluted	$8.40	$7.76	$8.25
Weighted-average shares outstanding (in millions):
Basic	382.2	381.0	379.6
Effect of dilutive employee stock compensation	4.3	4.6	4.1
Diluted	386.5	385.6	383.7

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	2025	2024	2023
Net earnings	$3,246	$2,993	$3,165
Other comprehensive income (loss), net of tax
Marketable securities	—	—	1
Pension plans	66	32	(59)
Unrealized gains (losses) on designated hedges	11	(8)	(13)
Financial statement translation	(471)	99	(124)
Total other comprehensive income (loss), net of tax	$(394)	$123	$(195)
Comprehensive income	$2,852	$3,116	$2,970

See accompanying notes to Consolidated Financial Statements.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 28 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

Stryker Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS

	2025	2024
Assets
Current assets
Cash and cash equivalents	$4,011	$3,652
Short-term investments	—	750
Marketable securities	89	91
Accounts receivable, less allowance of $216 ($213 in 2024)	4,039	3,987
Inventories:
Materials and supplies	1,349	1,147
Work in process	415	336
Finished goods	3,546	3,291
Total inventories	$5,310	$4,774
Prepaid expenses and other current assets	1,306	1,593
Total current assets	$14,755	$14,847
Property, plant and equipment:
Land, buildings and improvements	1,793	1,627
Machinery and equipment	5,744	5,056
Total property, plant and equipment	7,537	6,683
Less allowance for depreciation	3,661	3,235
Property, plant and equipment, net	$3,876	$3,448
Goodwill	19,291	15,855
Other intangibles, net	5,681	4,395
Noncurrent deferred income tax assets	1,098	1,742
Other noncurrent assets	3,143	2,684
Total assets	$47,844	$42,971
Liabilities and shareholders' equity
Current liabilities
Accounts payable	$1,799	$1,679
Accrued compensation	1,595	1,403
Income taxes	418	539
Dividend payable	337	320
Accrued expenses and other liabilities	2,645	2,266
Current maturities of debt	1,000	1,409
Total current liabilities	$7,794	$7,616
Long-term debt, excluding current maturities	14,859	12,188
Income taxes	402	349
Other noncurrent liabilities	2,369	2,184
Total liabilities	$25,424	$22,337
Shareholders' equity
Common stock, $0.10 par value	38	38
Additional paid-in capital	2,597	2,361
Retained earnings	20,472	18,528
Accumulated other comprehensive loss	(687)	(293)
Total shareholders' equity	$22,420	$20,634
Total liabilities & shareholders' equity	$47,844	$42,971

See accompanying notes to Consolidated Financial Statements.

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Stryker Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	2025
	Shares	Amount	Amount	Amount
Common stock
Beginning	381.4	38	38	$38
Issuance of common stock under stock compensation<br><br>and benefit plans	1.1	—	—	—
Ending	382.5	38	38	$38
Additional paid-in capital
Beginning		2,361	2,200	$2,034
Issuance of common stock under stock compensation<br><br>and benefit plans		(7)	(68)	(39)
Share-based compensation		243	229	205
Ending		2,597	2,361	$2,200
Retained earnings
Beginning		18,528	16,771	$14,765
Net earnings		3,246	2,993	3,165
Cash dividends declared		(1,302)	(1,236)	(1,159)
Ending		20,472	18,528	$16,771
Accumulated other comprehensive (loss) income
Beginning		(293)	(416)	$(221)
Other comprehensive income (loss)		(394)	123	(195)
Ending		(687)	(293)	$(416)
Total shareholders' equity		22,420	20,634	$18,593

All values are in US Dollars.

See accompanying notes to Consolidated Financial Statements.

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Stryker Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2025	2024	2023
Operating activities
Net earnings	$3,246	$2,993	$3,165
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	461	427	393
Amortization of intangible assets	732	623	635
Goodwill and other impairments	170	977	36
Share-based compensation	243	229	205
Sale of inventory stepped up to fair value at acquisition	173	46	—
Deferred income tax (benefit) expense	392	(370)	(206)
Changes in operating assets and liabilities:
Accounts receivable	127	(321)	(175)
Inventories	(297)	(206)	(797)
Accounts payable	94	192	77
Accrued expenses and other liabilities	318	74	516
Income taxes	(145)	(116)	(4)
Other, net	(470)	(306)	(134)
Net cash provided by operating activities	$5,044	$4,242	$3,711
Investing activities
Acquisitions, net of cash acquired	(4,960)	(1,628)	(390)
Proceeds/(Purchases) of short-term investments	750	(750)	—
Purchases of property, plant and equipment	(761)	(755)	(575)
Proceeds from the sale of the Spinal Implants business	165	—	—
Other investing, net	(60)	133	3
Net cash used in investing activities	$(4,866)	$(3,000)	$(962)
Financing activities
Proceeds (payments) on short-term borrowings, net	—	(32)	540
Proceeds from issuance of long-term debt	2,979	3,011	1,241
Payments on long-term debt	(1,400)	(2,039)	(2,058)
Payments of dividends	(1,284)	(1,219)	(1,139)
Cash paid for taxes from withheld shares	(149)	(195)	(155)
Other financing, net	(33)	(51)	(23)
Net cash provided by (used in) financing activities	$113	$(525)	$(1,594)
Effect of exchange rate changes on cash and cash equivalents	68	(36)	(28)
Change in cash and cash equivalents	$359	$681	$1,127
Cash and cash equivalents at beginning of year	3,652	2,971	1,844
Cash and cash equivalents at end of year	$4,011	$3,652	$2,971
Supplemental cash flow disclosure:
Cash paid for income taxes, net of refunds	$1,002	$989	$693
Cash paid for interest on debt	$582	$396	$356

See accompanying notes to Consolidated Financial Statements.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 31 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations: Stryker (the "Company," "we," "us," or

"our") is a global leader in medical technologies and, together

with our customers, we are driven to make healthcare better. We

offer innovative products and services in MedSurg,

Neurotechnology and Orthopaedics that help improve patient and

healthcare outcomes. Our products include surgical equipment

and surgical navigation systems; endoscopic and

communications systems; patient handling, emergency medical

equipment and intensive care disposable products; clinical

communication and artificial intelligence-assisted virtual care

platform technology; products for traditional brain and open skull-

based surgical procedures; minimally invasive products for the

treatment of acute ischemic and hemorrhagic stroke and venous

thromboembolism; implants used in joint replacement and trauma

surgeries; Mako robotic-arm assisted technology; as well as other

products used in a variety of medical specialties.

Basis of Presentation and Consolidation: The Consolidated

Financial Statements include the Company and its subsidiaries.

All significant intercompany accounts and transactions are

eliminated in consolidation. We have no material interests in

variable interest entities. Certain prior year amounts have been

reclassified to conform with current year presentation in our

Consolidated Financial Statements.

Use of Estimates: The preparation of financial statements in

conformity with accounting principles generally accepted in the

United States (GAAP) requires management to make estimates

and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities on the

date of the financial statements and the reported amounts of net

sales and expenses in the reporting period. Actual results could

differ from those estimates.

Revenue Recognition: Sales are recognized as the

performance obligations to deliver products or services (including

services under extended warranty service contracts) are satisfied

and are recorded based on the amount of consideration we

expect to receive in exchange for satisfying the performance

obligations. Our sales are recognized primarily when we transfer

control to the customer, which can be on the date of shipment,

the date of receipt by the customer or, for most Orthopaedics

products, when we have received a purchase order and

appropriate notification the product has been used or implanted.

Products and services are primarily transferred to customers at a

point in time, with some transfers of services taking place over

time.

Sales represent the amount of consideration we expect to receive

from customers in exchange for transferring products and

services. Net sales exclude sales, value added and other taxes

we collect from customers. Other costs to obtain and fulfill

contracts are generally expensed as incurred due to the short-

term nature of most of our sales. We extend terms of payment to

our customers based on commercially reasonable terms for the

markets of our customers, while also considering their credit

quality.

A provision for estimated sales returns, discounts and rebates is

recognized as a reduction of sales in the same period that the

sales are recognized. Our estimate of the provision for sales

returns has been established based on contract terms with our

customers and historical business practices and current trends.

Shipping and handling costs charged to customers are included

in net sales.

Cost of Sales: Cost of sales include direct materials and

supplies consumed in the manufacture of product, as well as

manufacturing labor, depreciation expense and direct overhead

expense necessary to acquire and convert the purchased

materials and supplies into finished product. Cost of sales also

includes the cost to distribute products to customers, inbound

freight costs, warehousing costs and other shipping and handling

activity.

Research, Development and Engineering Expenses:

Research, development and engineering costs are charged to

expense as incurred and include research, development and

engineering activities relating to the development of new

products, improvement of existing products, technical support of

products and compliance with governmental regulations for the

protection of customers and patients. Costs primarily include

salaries, wages, consulting and depreciation and maintenance of

research facilities and equipment.

Selling, General and Administrative Expenses: Costs include

selling expenses, marketing expenses, administrative and other

indirect overhead costs, amortization of loaner instrumentation,

depreciation and amortization expense of non-manufacturing

assets and other miscellaneous operating items.

Currency Translation: Financial statements of subsidiaries

outside the United States generally are measured using the local

currency as the functional currency. Adjustments to translate

those statements into United States Dollars are recorded in other

comprehensive income (OCI). Transactional exchange gains and

losses are included in other income.

Cash Equivalents: Highly liquid investments with remaining

stated maturities of three months or less when purchased or

other money market instruments that are redeemable upon

demand are considered cash equivalents and recorded at cost.

Short-term Investments: Short-term investments that have a

maturity greater than three months and less than a year from the

date of purchase primarily include time deposits, certificates of

deposit, commercial paper, bonds and notes, substantially all of

which are denominated in United States Dollars and are stated at

cost plus accrued interest, which approximates fair value. We

expect to hold all of our short-term investments to maturity.

Marketable Securities: Marketable securities include marketable

debt securities and mutual funds. Mutual funds are acquired to

offset changes in certain liabilities related to deferred

compensation arrangements and are expected to be used to

settle these liabilities. Mutual funds are recognized in other

noncurrent assets. Pursuant to our investment policy, all

individual marketable security investments must have a minimum

credit quality of single A (Standard & Poor’s and Fitch) and A2

(Moody’s Corporation) at the time of acquisition, while the overall

portfolio of marketable securities must maintain a minimum

average credit quality of double A (Standard & Poor’s and Fitch)

or Aa (Moody’s Corporation). In the event of a rating downgrade

below the minimum credit quality subsequent to purchase, the

marketable security investment is evaluated to determine the

appropriate action to take to minimize the overall risk to our

marketable security investment portfolio. Our marketable

securities are classified as available-for-sale and trading

securities. Investments in trading securities represent participant-

directed investments of deferred employee compensation.

Accounts Receivable: Accounts receivable include trade and

other miscellaneous receivables. An allowance is maintained for

doubtful accounts for estimated losses in the collection of

accounts receivable. Estimates are made regarding the ability of

customers to make required payments based on historical credit

| Dollar amounts in millions except per share amounts or as otherwise specified. | 32 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

experience, current market conditions and expected credit

losses. Accounts receivable are written off when all reasonable

collection efforts are exhausted.

Inventories: Inventories are stated at the lower of cost or net

realizable value, with cost generally determined using the first-in,

first-out (FIFO) cost method. For excess and obsolete inventory

resulting from the potential inability to sell specific products at

prices in excess of current carrying costs, reserves are

maintained to reduce current carrying cost to net realizable value.

Financial Instruments: Our financial instruments include cash,

cash equivalents, marketable securities, accounts receivable,

other investments, accounts payable, debt and foreign currency

exchange contracts. The carrying value of our financial

instruments, with the exception of our senior unsecured notes,

approximates fair value on December 31, 2025 and 2024. Refer

to Notes 3 and 10 for further details.

All marketable securities are recognized at fair value.

Adjustments to the fair value of marketable securities that are

classified as available-for-sale are recognized as increases or

decreases, net of income taxes, within accumulated other

comprehensive income (AOCI) in shareholders’ equity and

adjustments to the fair value of marketable securities that are

classified as trading are recognized in earnings. The amortized

cost of marketable debt securities is adjusted for amortization of

premiums and discounts to maturity computed under the effective

interest method. Such amortization, interest and realized gains

and losses are included in other income. The cost of securities

sold is determined by the specific identification method.

We review declines in the fair value of our investments classified

as available-for-sale to determine whether the decline in fair

value is a result of credit loss or other factors. Impairments of

available-for-sale marketable debt securities related to credit loss

are included in earnings and impairments related to other factors

are recognized within AOCI.

Derivatives: All derivatives are recognized at fair value and

reported on a gross basis. We enter into forward currency

exchange contracts to mitigate the impact of currency fluctuations

on transactions denominated in nonfunctional currencies, thereby

limiting our risk that would otherwise result from changes in

exchange rates. The periods of the forward currency exchange

contracts correspond to the periods of the exposed transactions,

with realized gains and losses included in the measurement and

recording of transactions denominated in the nonfunctional

currencies. All forward currency exchange contracts are recorded

at their fair value each period.

Forward currency exchange contracts designated as cash flow

hedges are designed to hedge the variability of cash flows

associated with forecasted transactions denominated in a foreign

currency that will take place in the future. These nonfunctional

currency exposures principally relate to forecasted intercompany

sales and purchases of manufactured products and generally

have maturities up to eighteen months. Changes in value of

derivatives designated as cash flow hedges are recorded in AOCI

in shareholders’ equity until earnings are affected by the

variability of the underlying cash flows. At that time, the

applicable amount of gain or loss from the derivative instrument

that is deferred in shareholders’ equity is reclassified into

earnings and is included in cost of goods sold. Cash flows

associated with these hedges are included in cash provided by

operating activities in the same category as the cash flows from

the items being hedged.

Forward currency exchange contracts are used to offset our

exposure to the change in value of specific foreign currency

denominated assets and liabilities, primarily intercompany

payables and receivables. These derivatives are not designated

as hedges and, therefore, changes in the value of these forward

contracts are recognized in earnings, thereby offsetting the

current earnings effect of the related changes in value of foreign

currency denominated assets and liabilities. The estimated fair

value of our forward currency exchange contracts represents the

measurement of the contracts at month-end spot rates as

adjusted by current forward points.

From time to time, we designate derivative and non-derivative

financial instruments as net investment hedges of our

investments in certain international subsidiaries. For derivative

instruments that are designated and qualify as a net investment

hedge, the effective portion of the derivative's gain or loss is

recognized in OCI and reported as a component of AOCI. We

have elected to use the spot method to assess effectiveness for

our derivatives designated as net investment hedges.

Accordingly, the change in fair value attributable to changes in

the spot rate is recorded in AOCI. We exclude the spot-forward

difference from the assessment of hedge effectiveness and

amortize this amount separately on a straight-line basis over the

term of the forward contracts. This amortization is recognized in

other income.

From time to time, we designate forward starting interest rate

derivative instruments as cash flow hedges to manage the

exposure to interest rate volatility with regard to future issuance

and refinancing of debt. Changes in value of derivatives

designated as cash flow hedges are recorded in AOCI until

earnings are affected by the variability of the underlying cash

flows. At that time, the applicable amount of gain or loss from the

derivative instrument that is deferred in shareholders’ equity is

reclassified into earnings and is included in interest expense.

Interest rate derivative instruments designated as fair value

hedges have been used in the past to manage the exposure to

interest rate movements and to reduce borrowing costs by

converting fixed-rate debt into floating-rate debt. Under these

agreements, we agree to exchange, at specified intervals, the

difference between fixed and floating interest amounts calculated

by reference to an agreed-upon notional principal amount.

Property, Plant and Equipment: Property, plant and equipment

is stated at cost. Depreciation is generally computed by the

straight-line method over the estimated useful lives of three to 30

years for buildings and improvements and three to 15 years for

machinery and equipment.

Goodwill and Other Intangible Assets: Goodwill represents the

excess of purchase price over fair value of tangible net assets of

acquired businesses at the acquisition date, after amounts

allocated to other identifiable intangible assets. Factors that

contribute to the recognition of goodwill include synergies that are

specific to our business and not available to other market

participants and are expected to increase net sales and profits;

acquisition of a talented workforce; cost savings opportunities;

the strategic benefit of expanding our presence in core and

adjacent markets; and diversifying our product portfolio.

The fair values of other identifiable intangible assets acquired in a

business combination are primarily determined using the income

approach. Other intangible assets include, but are not limited to,

developed technologies, customer and distributor relationships

(which reflect expected continued customer or distributor

patronage) and trademarks and patents. Intangible assets with

determinable useful lives are amortized on a straight-line basis

over their estimated useful lives of four to 40 years. Certain

acquired trade names are considered to have indefinite lives and

| Dollar amounts in millions except per share amounts or as otherwise specified. | 33 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

are not amortized, but are assessed annually for potential

impairment as described below.

In some of our acquisitions, we acquire in-process research and

development (IPRD) intangible assets. For acquisitions

accounted for as business combinations IPRD is considered to

be an indefinite-lived intangible asset until the research is

completed (then it becomes a determinable-lived intangible

asset) or determined to have no future use (then it is impaired).

For asset acquisitions IPRD is expensed immediately unless

there is an alternative future use.

Goodwill, Intangibles and Long-Lived Asset Impairment

Tests: We perform our annual impairment test for goodwill as of

October 31 each year. We consider qualitative indicators of the

fair value of a reporting unit when it is unlikely that a reporting

unit has impaired goodwill and periodically corroborate that

assessment with quantitative information. In certain

circumstances, we may also utilize a discounted cash flow

analysis that requires certain assumptions and estimates be

made regarding market conditions and our future profitability.

Indefinite-lived intangible assets are also tested at least annually

for impairment by comparing the individual carrying values to the

fair value.

We review long-lived assets for indicators of impairment

whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. The evaluation is

performed at the lowest level of identifiable cash flows.

Undiscounted cash flows expected to be generated by the related

assets are estimated over the asset's useful life based on

updated projections. If the evaluation indicates that the carrying

amount of the asset may not be recoverable, any potential

impairment is measured based upon the fair value of the related

asset or asset group as determined by an appropriate market

appraisal or other valuation technique.

Assets and Liabilities Held for Sale: We classify assets and

liabilities or disposal groups to be sold as held for sale in the

period in which all of the following criteria are met: management,

having the authority to approve the action, commits to a plan to

sell the disposal group; the disposal group is available for

immediate sale in its present condition subject only to terms that

are usual and customary for sales of such disposal groups; an

active program to locate a buyer and other actions required to

complete the plan to sell the disposal group have been initiated;

the sale of the disposal group is probable, and transfer of the

disposal group is expected to qualify for recognition as a

completed sale within one year, except if events or circumstances

beyond our control extend the period of time required to sell the

disposal group beyond one year; the disposal group is being

actively marketed for sale at a price that is reasonable in relation

to its current fair value; and actions required to complete the plan

indicate that it is unlikely that significant changes to the plan will

be made or that the plan will be withdrawn.

We initially measure a disposal group that is classified as held for

sale at the lower of its carrying value or fair value less any costs

to sell. Any loss resulting from this measurement is recognized in

the period in which the held for sale criteria are met. Conversely,

gains are not recognized on the sale of a disposal group until the

sale is completed. We assess the fair value of a disposal group,

less any costs to sell, each reporting period it remains classified

as held for sale and report any subsequent changes as an

adjustment to the carrying value of the disposal group, as long as

the new carrying value does not exceed the carrying value of the

disposal group at the time it was initially classified as held for

sale.

Upon determining that a disposal group meets the criteria to be

classified as held for sale, we cease depreciation and

amortization of the assets and disclose the major classes of

assets and liabilities of the disposal group in the Notes to the

Consolidated Financial Statements. Refer to Note 16 for further

information.

Share-Based Compensation: Share-based compensation is in

the form of stock options, restricted stock units (RSUs) and

performance stock units (PSUs). Stock options are granted under

long-term incentive plans to certain key employees and non-

employee directors at an exercise price not less than the fair

market value of the underlying common stock, which is the

quoted closing price of our common stock on the day prior to the

date of grant. The options are granted for periods of up to 10

years and become exercisable in varying installments.

We grant RSUs to key employees and non-employee directors

and PSUs to certain key employees under our long-term

incentive plans. The fair value of RSUs is determined based on

the number of shares granted and the quoted closing price of our

common stock on the date of grant, adjusted for the fact that

RSUs do not include anticipated dividends. RSUs generally vest

in one-third increments over a three-year period and are settled

in stock. PSUs are earned over a three-year performance cycle

and vest in March of the year following the end of that

performance cycle. The number of PSUs that will ultimately be

earned is based on our performance relative to pre-established

goals in that three-year performance cycle. The fair value of

PSUs is determined based on the quoted closing price of our

common stock on the day of grant.

Compensation expense is recognized in the Consolidated

Statements of Earnings based on the estimated fair value of the

awards on the grant date. Compensation expense recognized

reflects an estimate of the number of awards expected to vest

after taking into consideration an estimate of award forfeitures

based on actual experience and is recognized on a straight-line

basis over the requisite service period, which is generally the

period required to obtain full vesting. Management expectations

related to the achievement of performance goals associated with

PSU grants is assessed regularly and that assessment is used to

determine whether PSU grants are expected to vest. If

performance-based milestones related to PSU grants are not met

or not expected to be met, any compensation expense

recognized associated with such grants will be reversed.

Income Taxes: Deferred income tax assets and liabilities are

determined based on differences between financial reporting and

income tax bases of assets and liabilities and are measured

using the enacted income tax rates in effect for the years in which

the differences are expected to reverse. Deferred income tax

benefits generally represent the change in net deferred income

tax assets and liabilities in the year. Other amounts result from

adjustments related to acquisitions and foreign currency as

appropriate.

We operate in multiple income tax jurisdictions both within the

United States and internationally. Accordingly, management must

determine the appropriate allocation of income to each of these

jurisdictions based on current interpretations of complex income

tax regulations. Income tax authorities in these jurisdictions

regularly perform audits of our income tax filings. Income tax

audits associated with the allocation of this income and other

complex issues, including inventory transfer pricing and cost

sharing, product royalty and foreign branch arrangements, may

require an extended period of time to resolve and may result in

significant income tax adjustments if changes to the income

| Dollar amounts in millions except per share amounts or as otherwise specified. | 34 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

allocation are required between jurisdictions with different income

tax rates.

The Tax Cuts and Jobs Act (the Act) was enacted in 2017 in the

United States. The Act also subjects a United States shareholder

to tax on Global Intangible Low-Taxed Income (GILTI) earned by

certain foreign subsidiaries. We have elected to account for GILTI

tax in the year the tax is incurred.

New Accounting Pronouncements Not Yet Adopted

In December 2025 the Financial Accounting Standards Board

(FASB) issued ASU 2025-10 (Topic 832): Accounting for

Government Grants Received by Business Entities. This update

establishes guidance on the recognition, measurement and

presentation of government grants received by business entities

including grants related to the purchase, construction or

acquisition of an asset and grants related to income. The update

is effective for fiscal years beginning after December 15, 2028

including interim periods within those fiscal years. Early adoption

is permitted. We do not expect this ASU to have a significant

impact on our Consolidated Financial Statements.

In September 2025 the FASB issued ASU 2025-07 (Topics 815

and 606): Derivatives and Hedging: Derivatives Scope

Refinements and Revenue from Contracts with Customers:

Scope Clarification for Share-Based Noncash Consideration from

a Customer in a Revenue Contract. This update expands the

scope exception in Topic 815 to certain nonexchange-traded

contracts for which settlement is based on operations or activities

specific to one of the parties to the contract. The update is

effective for fiscal years beginning after December 15, 2026

including interim periods within those fiscal years. Early adoption

is permitted. We are evaluating if the ASU will have an impact on

our Consolidated Financial Statements.

In September 2025 the FASB issued ASU 2025-06 (Subtopic

350-40): Intangibles - Goodwill and Other - Internal-Use

Software: Targeted Improvements to the Accounting for Internal-

Use Software. This update clarifies and modernizes the

accounting for costs related to internal-use software by removing

all references to project stages and clarifying that the probable-

to-complete threshold is not met if significant development

uncertainty exists. The update is effective for fiscal years

beginning after December 15, 2027 including interim periods

within those fiscal years. Early adoption is permitted. We do not

expect this ASU to have a significant  impact on our Consolidated

Financial Statements.

In July 2025 the FASB issued ASU 2025-05 (Topic 326):

Financial Instruments - Credit Losses: Measurement of Credit

Losses for Accounts Receivable and Contract Assets. This

update provides a practical expedient allowing entities to assume

that current conditions as of the balance sheet date will remain

unchanged for the remaining life of the asset when estimating

expected credit losses for current accounts receivable and

current contract assets arising from transactions accounting for

under Accounting Standards Codification 606, Revenue from

Contracts with Customers. The update is effective for fiscal years

beginning after December 15, 2025 including interim periods

within those fiscal years. Early adoption is permitted. We are

evaluating if the ASU will have an impact on our Consolidated

Financial Statements.

In November 2024 the FASB issued ASU 2024-03 (Subtopic

220-40): Income Statement: Reporting Comprehensive Income -

Expense Disaggregation Disclosures which requires

disaggregation of certain expense captions into specified

categories in disclosures within the Notes to the Consolidated

Financial Statements. The new disclosure requirements are

effective for fiscal years beginning after December 15, 2026 and

interim periods within fiscal years beginning after December 15,

2027. Early adoption is permitted. We are evaluating these new

expanded disclosure requirements.

We evaluate all ASUs issued by the FASB for consideration of

their applicability. ASUs not included in our disclosures were

assessed and determined to be either not applicable or are not

expected to have a material impact on our Consolidated Financial

Statements.

Accounting Pronouncements Recently Adopted

We adopted ASU 2023-09 (Topic 740): Income Taxes:

Improvements to Income Tax Disclosures for the annual period

beginning on January 1, 2025. Refer to Note 11 for further

information.

NOTE 2 - REVENUE RECOGNITION

We disaggregate our net sales by business and geographic

location for each of our segments as we believe it best depicts

how the nature, amount, timing and certainty of our net sales and

cash flows are affected by economic factors.

Products and services are primarily transferred to customers at a

point in time, with some transfers of services taking place over

time. In 2025 less than 10% of our sales were recognized as

services transferred over time. Refer to Note 1 for further

discussion on our revenue recognition policies.

Segment Net Sales
MedSurg and Neurotechnology:	2025	2024	2023
Instruments	$3,183	$2,834	$2,534
Endoscopy	3,807	3,389	3,068
Medical	4,204	3,852	3,459
Vascular	1,968	1,307	1,226
Neuro Cranial	2,485	2,136	1,876
	$15,647	$13,518	$12,163
Orthopaedics:
Knees	$2,656	$2,447	$2,273
Hips	1,865	1,704	1,544
Trauma and Extremities	3,948	3,507	3,147
Spinal Implants	185	707	713
Other	815	712	658
	$9,469	$9,077	$8,335
Total	$25,116	$22,595	$20,498		United States Net Sales
---	---	---	---
MedSurg and Neurotechnology:	2025	2024	2023
Instruments	$2,562	$2,267	$2,016
Endoscopy	3,133	2,792	2,513
Medical	3,510	3,191	2,785
Vascular	1,048	506	483
Neuro Cranial	2,052	1,761	1,531
	$12,305	$10,517	$9,328
Orthopaedics:
Knees	$1,924	$1,788	$1,676
Hips	1,137	1,059	988
Trauma and Extremities	2,926	2,586	2,297
Spinal Implants	118	489	500
Other	596	504	468
	$6,701	$6,426	$5,929
Total	$19,006	$16,943	$15,257
Dollar amounts in millions except per share amounts or as otherwise specified.	35
---	---		STRYKER CORPORATION	2025 FORM 10-K
---	---
International Net Sales
---	---	---	---
MedSurg and Neurotechnology:	2025	2024	2023
Instruments	$621	$567	$518
Endoscopy	674	597	555
Medical	694	661	674
Vascular	920	801	743
Neuro Cranial	433	375	345
	$3,342	$3,001	$2,835
Orthopaedics:
Knees	$732	$659	$597
Hips	728	645	556
Trauma and Extremities	1,022	921	850
Spinal Implants	67	218	213
Other	219	208	190
	$2,768	$2,651	$2,406
Total	$6,110	$5,652	$5,241

MedSurg and Neurotechnology

MedSurg and Neurotechnology products include surgical

equipment, patient and caregiver safety technologies, and

navigation systems (Instruments), endoscopic and

communications systems (Endoscopy), patient handling,

emergency medical equipment, intensive care disposable

products, clinical communication and artificial intelligence-

assisted virtual care platform technology (Medical), minimally

invasive products for the treatment of acute ischemic and

hemorrhagic stroke and venous thromboembolism (Vascular) and

a comprehensive line of products for traditional brain and open

skull-based surgical procedures, orthobiologic and biosurgery

products, including synthetic bone grafts and vertebral

augmentation products (Neuro Cranial). Substantially all

MedSurg and Neurotechnology sales are recognized when a

purchase order has been received and control has transferred.

For certain Endoscopy, Instruments and Medical services, we

may recognize sales over time as we satisfy performance

obligations that may include an obligation to complete installation,

provide training and perform ongoing services, generally

performed within one year.

Orthopaedics

Orthopaedics products primarily include implants used in total

joint replacements, such as hip, knee and shoulder, ankle and

trauma and extremities surgeries. Substantially all Orthopaedics

sales are recognized when we have received a purchase order

and appropriate notification the product has been used or

implanted. For certain Orthopaedic products in the "other"

category, we recognize sales at a point in time, as well as over

time for performance obligations that may include an obligation to

complete installation and provide training and ongoing services.

Performance obligations are generally satisfied within one year.

Costs to Obtain or Fulfill a Contract

We typically do not incur costs to fulfill a contract before a

product or service is provided to a customer due to the nature of

our products and services. Our costs to obtain contracts are

typically in the form of sales commissions paid to employees or

third-party agents. Certain sales commissions paid to employees

prior to recognition of sales are recorded as deferred contract

costs. We expense sales commissions associated with obtaining

a contract at the time of the sale or as incurred as the

amortization period is generally less than one year. These costs

have been presented within selling, general and administrative

expenses. On December 31, 2025 and 2024 deferred contract

costs recorded in our Consolidated Balance Sheets were not

significant.

Contract Assets and Liabilities

Our contract assets primarily relate to conditional rights to

consideration for work completed but not billed at the reporting

date. On December 31, 2025 and 2024 contract assets recorded

in our Consolidated Balance Sheets were not significant.

Our contract liabilities arise as a result of consideration received

from customers at inception of contracts for certain businesses or

where the timing of billing for services precedes satisfaction of

our performance obligations. This occurs primarily when payment

is received upfront for certain multi-period extended warranty

service contracts. Our contract liabilities of $1,024 and $978 on

December 31, 2025 and 2024 are classified within accrued

expenses and other liabilities and other noncurrent liabilities in

our Consolidated Balance Sheets based on the timing of when

we expect to complete our performance obligations. Changes in

contract liabilities during the year were as follows:

	2025	2024
Beginning contract liabilities	$978	$860
Revenue recognized from beginning of year contract<br><br>liabilities	(546)	(553)
Net advance consideration received during the period	592	671
Ending contract liabilities	$1,024	$978

Transfers and Servicing of Financial Assets

We sell certain customer lease agreements and the related

leased assets to third-party financial institutions to accelerate our

cash collection cycle. The lease receivables are sold without

recourse and are derecognized from our Consolidated Balance

Sheets at the time of sale. Under the terms of our arrangements,

we collect lease payments on behalf of the financial institutions

but maintain no other form of continuing involvement. Sales of

these lease agreements are classified as operating activities in

our Consolidated Statements of Cash Flows. Fees earned for our

servicing activities are immaterial. Revenue related to customer

lease agreements sold under these arrangements represented

less than 4% of our total revenue for 2025, 2024 and 2023.

NOTE 3 - FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an

asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date. Financial

assets and liabilities carried at fair value are classified in their

entirety based on the lowest level of input and disclosed in one of

the following three categories:

Level 1	Quoted market prices in active markets for identical assets or<br><br>liabilities.
Level 2	Observable market-based inputs or unobservable inputs that<br><br>are corroborated by market data.
Level 3	Unobservable inputs reflecting our assumptions or external<br><br>inputs from active markets.

Use of observable market data, when available, is required in

making fair value measurements. When inputs used fall within

different levels of the hierarchy, the level within which the fair

value measurement is categorized is based on the lowest level

input that is significant to the fair value measurement. We

determine fair value for Level 1 instruments using exchange-

traded prices for identical instruments. We determine fair value of

Level 2 instruments using exchange-traded prices of similar

instruments, where available, or utilizing other observable inputs

that take into account our credit risk and that of our

counterparties. Foreign currency exchange contracts and interest

rate hedges, when outstanding, are included in Level 2 and are

primarily valued using standard calculations and models that use

readily observable market data as their basis. Our Level 3

liabilities comprise contingent consideration arising from recently

| Dollar amounts in millions except per share amounts or as otherwise specified. | 36 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

completed acquisitions. We determine fair value of these Level 3

liabilities using a discounted cash flow technique. Significant

unobservable inputs were used in our assessment of fair value,

including assumptions regarding future business results, discount

rates, discount periods and probability assessments based on the

likelihood of reaching various targets. We remeasure the fair

value of our assets and liabilities each reporting period. We

record the changes in fair value within selling, general and

administrative expense.

In 2025 we assumed contingent consideration liabilities with a fair

value of $90 related to previous acquisitions made by Inari

Medical Inc. (Inari). Refer to Note 6 for further information on the

acquisition of Inari.

In 2024 we recorded $208 of contingent consideration related to

various acquisitions described in Note 6.

There were no significant transfers into or out of any level of the

fair value hierarchy in 2025.

Assets Measured at Fair Value
	2025	2024
Cash and cash equivalents	$4,011	$3,652
Short-term investments	—	750
Trading marketable securities	307	259
Level 1 - Assets	$4,318	$4,661
Available-for-sale marketable securities:
Corporate and asset-backed debt securities	$52	$53
United States agency debt securities	—	1
United States treasury debt securities	37	34
Certificates of deposit	—	3
Total available-for-sale marketable securities	$89	$91
Foreign currency exchange forward contracts	46	225
Level 2 - Assets	$135	$316
Total assets measured at fair value	$4,453	$4,977		Liabilities Measured at Fair Value
---	---	---
	2025	2024
Deferred compensation arrangements	$307	$259
Level 1 - Liabilities	$307	$259
Foreign currency exchange forward contracts	$170	$77
Level 2 - Liabilities	$170	$77
Contingent consideration:
Beginning	$452	$289
Additions	123	208
Change in estimate and foreign exchange	24	8
Settlements	(81)	(53)
Ending	$518	$452
Level 3 - Liabilities	$518	$452
Total liabilities measured at fair value	$995	$788		Fair Value of Available for Sale Securities by Maturity
---	---	---
	2025	2024
Due in one year or less	$41	$47
Due after one year through three years	$48	$44

On December 31, 2025 the aggregate difference between the

cost and fair value of available-for-sale marketable securities was

nominal. Interest income on cash and cash equivalents, short-

term investments and marketable securities income was $121,

$139 and $75 in 2025, 2024 and 2023, which was recorded in

other income.

Our investments in available-for-sale marketable securities had a

minimum credit quality rating of A2 (Moody's), A (Standard &

Poor's) and A (Fitch). We do not plan to sell the investments, and

it is not more likely than not that we will be required to sell the

investments before recovery of their amortized cost basis, which

may be maturity.

NOTE 4 - DERIVATIVE INSTRUMENTS

We use operational and economic hedges, foreign currency

exchange forward contracts, net investment hedges (both

derivative and non-derivative financial instruments) and interest

rate derivative instruments to manage the impact of currency

exchange and interest rate fluctuations on earnings, cash flow

and equity. We do not enter into derivative instruments for

speculative purposes. We are exposed to potential credit loss in

the event of nonperformance by counterparties on our

outstanding derivative instruments but do not anticipate

nonperformance by any of our counterparties. Should a

counterparty default, our maximum loss exposure is the asset

balance of the instrument.

Foreign Currency Hedges

2025	Cash Flow	Net<br><br>Investment	Non-<br><br>Designated	Total
Gross notional amount	$1,738	$2,647	$4,391	$8,776
Maximum term in years				8.7
Fair value:
Other current assets	$33	$—	$11	$44
Other noncurrent assets	2	—	—	2
Other current liabilities	(10)	(71)	(21)	(102)
Other noncurrent<br><br>liabilities	(2)	(66)	—	(68)
Total fair value	$23	$(137)	$(10)	$(124)
2024	Cash Flow	Net<br><br>Investment	Non-<br><br>Designated	Total
Gross notional amount	$1,588	$2,338	$5,164	$9,090
Maximum term in years				9.7
Fair value:
Other current assets	$43	$24	$119	$186
Other noncurrent assets	4	35	—	39
Other current liabilities	(29)	—	(41)	(70)
Other noncurrent<br><br>liabilities	(3)	(4)	—	(7)
Total fair value	$15	$55	$78	$148

We had €2.3 billion at December 31, 2025 and 2024 in certain

forward currency contracts designated as net investment hedges,

for which the maximum term is 8.7 years, to hedge a portion of

our investments in certain of our entities with functional

currencies denominated in Euros. In addition to these derivative

financial instruments designated as net investment hedges, we

had €5.0 billion at December 31, 2025 and 2024 of senior

unsecured notes designated as net investment hedges to

selectively hedge portions of our investment in certain

international subsidiaries. The currency effects of our Euro-

denominated senior unsecured notes are reflected in AOCI within

shareholders' equity where they offset gains and losses recorded

on our net investment in international subsidiaries.

The total after-tax gain (loss) recognized in OCI related to

designated net investment hedges was ($715) in 2025.

Currency Exchange Rate Gains (Losses) Recognized in Net<br><br>Earnings
Derivative Instrument	Recognized in:	2025	2024	2023
Cash Flow	Cost of sales	$25	$31	$39
Net Investment	Other income	44	35	34
Non-Designated	Other income	33	40	25
	Total	$102	$106	$98

Pretax gains (losses) on derivatives designated as cash flow

hedges of $39 and net investment hedges of $38 recorded in

AOCI are expected to be reclassified to cost of sales and other

income in earnings within 12 months of December 31, 2025. This

cash flow hedge reclassification is primarily due to the sale of

inventory that includes previously hedged purchases. A

component of the AOCI amounts related to net investment

| Dollar amounts in millions except per share amounts or as otherwise specified. | 37 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

hedges is reclassified over the life of the hedge instruments as

we elected to exclude the initial value of the component related to

the spot-forward difference from the effectiveness assessment.

Interest Rate Hedges

Pretax gains of $5 recorded in AOCI related to interest rate

hedges closed in conjunction with debt issuances are expected to

be reclassified to interest expense in earnings within 12 months

of December 31, 2025. The cash flow effect of interest rate

hedges is recorded in cash flow from operations.

NOTE 5 - ACCUMULATED OTHER COMPREHENSIVE (LOSS)

INCOME (AOCI)

	Pension<br><br>Plans	Hedges	Financial<br><br>Statement<br><br>Translation	Total
2023	$(28)	$39	$(427)	$(416)
OCI	43	26	236	305
Income taxes	(11)	(7)	(110)	(128)
Reclassifications to:
Cost of sales	—	(31)	—	(31)
Interest expense	—	(4)	—	(4)
Other income	—	—	(35)	(35)
Income taxes	—	8	8	16
Net OCI	$32	$(8)	$99	$123
2024	$4	$31	$(328)	$(293)
OCI	93	37	(562)	(432)
Income taxes	(27)	(4)	125	94
Reclassifications to:
Cost of sales	—	(25)	—	(25)
Interest expense	—	(3)		(3)
Other income	—	—	(44)	(44)
Income taxes	—	6	10	16
Net OCI	$66	$11	$(471)	$(394)
2025	$70	$42	$(799)	$(687)

NOTE 6 - ACQUISITIONS

We acquire stock in companies and various assets that continue

to support our capital deployment and product development

strategies. Cash paid for acquisitions, net of cash acquired was

$4,960 and $1,628 in 2025 and 2024.

In February 2025 we completed the acquisition of Inari for $80

per share, or an aggregate purchase price of $4,810, net of cash

acquired. Inari's product portfolio includes minimally invasive

products for the treatment of venous thromboembolism. Inari is

part of our Peripheral Vascular business within MedSurg and

Neurotechnology. The purchase price allocation for Inari is based

on preliminary valuations, primarily related to developed

technologies and customer relationships. Goodwill attributable to

the acquisition reflects the strategic benefits of expanding our

market presence, diversifying our product portfolio and advancing

innovations. This goodwill is not deductible for tax purposes.

Share-based awards for Inari employees vested upon our

acquisition and a charge of $139 was recorded in selling, general

and administrative expenses in 2025.

In 2024 we completed various acquisitions for total consideration

that includes $1,628 in upfront payments, net of cash acquired,

and $400 contingent upon the achievement of certain commercial

or clinical milestones. The combined acquisition-date fair values

of the contingent milestone payments totaled $208. The acquired

companies expand the product portfolios of our Instruments,

Endoscopy, Medical and Neuro Cranial businesses within

MedSurg and Neurotechnology and our Trauma and Extremities

and Joint Replacement businesses within Orthopaedics. Goodwill

attributable to the acquisitions reflects the strategic benefits of

expanding our market presence, diversifying our product portfolio

and advancing innovations. This goodwill is not deductible for tax

purposes.

The purchase price allocations for Inari and the acquisitions

completed in the full year 2024 are:

Purchase Price Allocation of Acquired Net Assets
	2025	2024
	Inari	Total
Tangible assets acquired:
Accounts receivable	$78	$40
Inventory	215	99
Deferred income tax assets	59	49
Other assets	84	26
Debt	—	(32)
Deferred income tax liabilities	(486)	(204)
Other liabilities	(191)	(107)
Intangible assets:
Developed technologies	1,458	596
Customer relationships	330	215
Patents	—	6
Trademarks	—	2
Other intangibles	72	—
Goodwill	3,191	1,146
Purchase price, net of cash acquired of<br><br>$64 and $56	$4,810	$1,836
Weighted-average amortization period at<br><br>acquisition (years):
Developed technologies	13	12
Customer relationships	13	14
Patents	—	12
Trademarks	—	5
Other intangibles	9	—

NOTE 7 - CONTINGENCIES AND COMMITMENTS

We are involved in various ongoing proceedings, legal actions

and claims arising in the normal course of business, including

proceedings related to product, labor, tax, intellectual property

and other matters, the most significant of which are more fully

described below. The outcomes of these matters will generally

not be known for prolonged periods of time. In certain of the legal

proceedings the claimants seek damages as well as other

compensatory and equitable relief that could result in the

payment of significant claims and settlements and/or the

imposition of injunctions or other equitable relief. For legal

matters for which management had sufficient information to

reasonably estimate our future obligations, a liability representing

management's best estimate of the probable loss, or the

minimum of the range of probable losses when a best estimate

within the range is not known, is recorded. The estimates are

based on consultation with legal counsel, previous settlement

experience and settlement strategies. If actual outcomes are less

favorable than those estimated by management, additional

expense may be incurred, which could unfavorably affect future

operating results. We are self-insured for certain claims and

expenses. The ultimate cost to us with respect to product liability

claims could be materially different than the amount of the current

estimates and accruals and could have a material adverse effect

on our financial position, results of operations and cash flows.

Previously we were contacted by the United States Securities

and Exchange Commission (SEC), United States Department of

Justice (DOJ) and certain other regulatory authorities regarding

whether certain business activities in certain foreign countries

violated provisions of the FCPA and analogous local laws. We

have completed our investigation into these matters. During 2025

we were informed by the SEC and DOJ that each agency had

closed its inquiry. We are currently responding to inquiries by

| Dollar amounts in millions except per share amounts or as otherwise specified. | 38 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

certain foreign authorities arising in the normal course of

business. We do not expect these matters to have a material

effect, if any, on our financial statements.

We have conducted voluntary recalls of certain products,

including our Rejuvenate and ABG II Modular-Neck hip stems

and certain lot-specific sizes and offsets of LFIT Anatomic CoCr

V40 Femoral Heads. Additionally, we are responsible for certain

product liability claims, primarily related to certain hip products

sold by Wright prior to its 2014 divestiture of the OrthoRecon

business.

We have incurred, and expect to incur in the future, costs

associated with the defense and settlement of claims and

lawsuits. Based on the information that has been received related

to the matters discussed above, our accrual for these matters

was $144 at December 31, 2025, representing our best estimate

of probable loss. The final outcomes of these matters are

dependent on many factors that are difficult to predict.

Accordingly the ultimate cost related to these matters may be

materially different than the amount of our current estimate and

accruals and could have a material adverse effect on our results

of operations and cash flows.

Leases

We lease various manufacturing, warehousing and distribution

facilities, administrative and sales offices as well as equipment

under operating leases. We evaluate our contracts to identify

leases, which is generally if there is an identified asset and we

have the right to direct the use of and obtain substantially all of

the economic benefit from the use of the identified asset. Certain

of our lease agreements contain rent escalation clauses

(including index-based escalations), rent holidays, capital

improvement funding or other lease incentives. We recognize our

minimum rental expense on a straight-line basis over the term of

the lease beginning with the date of initial control of the asset.

Right-of-use assets are recorded in other noncurrent assets on

our Consolidated Balance Sheets. Current and noncurrent lease

liabilities are recorded in accrued expenses and other liabilities

and other noncurrent liabilities, respectively.

We have made certain significant assumptions and judgments

when recording leases. For all asset classes, we do not

recognize a right-of-use asset and lease liability for short-term

leases. We also do not separate non-lease components from

lease components to which they relate and account for the

combined lease and non-lease components as a single lease

component. The determination of the discount rate used in a

lease is our incremental borrowing rate which is based on what

we would normally pay to borrow on a collateralized basis over a

similar term an amount equal to the lease payments.

	2025	2024
Right-of-use assets	$519	$516
Lease liabilities, current	$153	$144
Lease liabilities, noncurrent	$348	$379
Other information:
Weighted-average remaining lease term (years)	5.0	5.1
Weighted-average discount rate	3.77%	3.87%

Operating lease expense totaled $205, $190 and $172 in 2025,

2024 and 2023.

Future Obligations

We lease various manufacturing, warehousing and distribution

facilities, administrative and sales offices as well as equipment

under operating leases. Refer to Note 10 for more information on

the debt obligations.

	2026	2027	2028	2029	2030	Thereafter
Debt repayments	$1,000	$1,382	$2,606	$1,691	$2,565	$6,729
Minimum lease payments	$164	$125	$87	$55	$38	$55

Other Contractual Obligations and Commitments

We participate in a supplier financing program that enables our

suppliers, at their sole discretion, to sell their Stryker receivables

to a financial institution on a non-recourse basis in order to be

paid earlier than our payment terms provide. Under this program,

we agree to pay participating banks the stated amount of

confirmed invoices from its designated suppliers on the original

maturity dates of the invoices, generally within 90 days of the

invoice date. We or the banks may agree to terminate the

agreements with advance notice. Separately, the banks may

have arrangements with the suppliers that provide them the

option to request early payment from the bank for invoices

confirmed by us. Our outstanding balances of confirmed invoices

in the programs were $75 and $71 on December 31, 2025 and

2024 and are included within accounts payable on our

Consolidated Balance Sheets.

	2025	2024
Beginning confirmed obligations	$71	$51
Additions	420	392
Settlements	(416)	(372)
Ending confirmed obligations	$75	$71

NOTE 8 - GOODWILL AND OTHER INTANGIBLE ASSETS

In our annual impairment test of goodwill as of October 31, 2024

we performed a quantitative assessment of the Spine reporting

unit using a discounted cash flow analysis to estimate the fair

value. The carrying value of the Spine reporting unit exceeded its

fair value and a charge of $273 was recognized in goodwill and

other impairments in the Consolidated Statements of Earnings.

The impairment charge for the Spine reporting unit was driven by

a decrease in future product demand due to the competitive

environment and an increase in the Spine reporting unit’s

weighted average cost of capital. Subsequent to the annual

goodwill impairment test management committed to a plan to sell

certain assets associated with the Spinal Implants business

(disposal group). Goodwill was allocated to the disposal group

based on the relative fair values of the disposal group and the

portion of the Spine reporting unit that will be retained. Goodwill

allocated to the disposal group was tested for impairment which

resulted in an impairment charge of $183 recognized in goodwill

and other impairments in the Consolidated Statements of

Earnings. Refer to Note 16 for additional information on the sale

of the Spinal Implants business.

In our annual impairment test as of October 31, 2025 we

performed a quantitative impairment test for our Peripheral

Vascular reporting unit and determined that its fair value

exceeded its carrying amount by 12%. At October 31, 2025,

goodwill attributable to the Peripheral Vascular reporting unit was

$3,203. The fair value of this reporting unit was determined using

a discounted cash flow analysis, which is a form of the income

approach. Significant inputs to the analysis included assumptions

for future revenue growth, operating margin and the rate used to

discount the estimated future cash flows to their present value,

based on the reporting unit’s estimated weighted average cost of

capital.

For our other reporting units, we considered qualitative indicators

of impairment as it was considered more likely than not that the

fair values of those reporting units exceeded their respective

carrying values. No impairment was identified for those reporting

units in 2025 or 2024.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 39 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

Future changes in the judgments, assumptions and estimates

that are used in our impairment testing for goodwill, including

discount and tax rates and future cash flow projections, could

result in different estimates of the fair values. A significant

reduction in the estimated fair values could result in impairment

charges that could materially affect our results of operations.

In 2024 goodwill of $117 previously reported within Orthopaedics

was reclassified to MedSurg and Neurotechnology to reflect the

reclassification of the Interventional Spine reporting unit from

Orthopaedics to MedSurg and Neurotechnology to align with

certain updates in our internal reporting structure.

Changes in the Net Carrying Value of Goodwill by Segment
	MedSurg and<br><br>Neurotechnology	Orthopaedics	Total
2023	$8,270	$6,973	$15,243
Goodwill impairment	—	(456)	(456)
Additions and adjustments	852	300	1,152
Foreign exchange and other	86	(170)	(84)
2024	$9,208	$6,647	$15,855
Additions and adjustments	3,275	(1)	3,274
Foreign exchange and other	73	89	162
2025	$12,556	$6,735	$19,291		Summary of Other Intangible Assets
---	---	---	---
	Gross<br><br>Carrying<br><br>Amount	Less<br><br>Accumulated<br><br>Amortization	Net<br><br>Carrying<br><br>Amount
Developed technologies
2025	$7,273	$3,430	$3,843
2024	5,698	2,931	2,767
Customer relationships
2025	$3,425	$1,844	$1,581
2024	3,055	1,636	1,419
Patents
2025	$157	$144	$13
2024	153	136	17
Trademarks
2025	$420	$281	$139
2024	413	256	157
In-process research and development
2025	$34	$—	$34
2024	34	—	34
Other
2025	$132	$61	$71
2024	63	62	1
Total
2025	$11,441	$5,760	$5,681
2024	9,416	5,021	4,395		Estimated Amortization Expense
---	---	---	---	---
2026	2027	2028	2029	2030
$699	$711	$631	$616	$597

NOTE 9 - CAPITAL STOCK

The aggregate number of shares of all classes of stock which we

are authorized to issue is up to 1,000,500,000, divided into two

classes consisting of 500,000 shares of $1 par value preferred

stock and 1,000,000,000 shares of common stock with a par

value of $0.10. No shares of preferred stock were outstanding on

December 31, 2025.

We made no repurchases of shares in 2025. The manner, timing

and amount of repurchases are determined by management

based on an evaluation of market conditions, stock price and

other factors and are subject to regulatory considerations.

Purchases are made from time-to-time in the open market, in

privately negotiated transactions or otherwise. On December 31,

2025 the total dollar value of shares of our common stock that

could be purchased under our authorized repurchase program

was $1,033.

Shares reserved for future compensation grants of our common

stock were 31 million and 18 million on December 31, 2025 and

2024.

Stock Options

We measure the cost of employee stock options based on the

grant-date fair value and recognize that cost using the straight-

line method over the period in which a recipient is required to

provide services in exchange for the options, typically the vesting

period. The weighted-average fair value per share of options is

estimated on the date of grant using the Black-Scholes option

pricing model.

Option Value and Assumptions
	2025	2024	2023
Weighted-average fair value per share	$141.40	$118.22	$83.59
Assumptions:
Risk-free interest rate	4.4%	4.3%	4.0%
Expected dividend yield	0.9%	1.1%	1.2%
Expected stock price volatility	29.1%	29.9%	29.0%
Expected option life (years)	6.4	6.3	6.2

The risk-free interest rate for periods within the expected life of

options granted is based on the United States Treasury yield

curve in effect at the time of grant. Expected stock price volatility

is based on the historical volatility of our stock. The expected

option life, representing the period of time that options granted

are expected to be outstanding, is based on historical option

exercise and employee termination data.

2025 Stock Option Activity
	Shares<br><br>(in millions)	Weighted-AverageExercise Price	Aggregate<br><br>Intrinsic<br><br>Value
Outstanding<br><br>January 1	10.8	214.87
Granted	1.0	392.36
Exercised	(1.2)	158.83
Canceled or<br><br>forfeited	(0.2)	313.05
Outstanding<br><br>December 31	10.4	234.56	$1,246.1
Exercisable<br><br>December 31	6.9	195.53	$1,073.4
Options expected<br><br>to vest	3.3	309.91	$166.7

All values are in US Dollars.

The aggregate intrinsic value of options, which represents the

cumulative difference between the fair market value of the

underlying common stock and the option exercise prices,

exercised was $260, $362 and $318 in 2025, 2024 and 2023.

Exercise prices for options outstanding ranged from $96.64 to

$392.39 on December 31, 2025. On December 31, 2025 there

was $160 of unrecognized compensation cost related to

nonvested stock options granted under the long-term incentive

plans. That cost is expected to be recognized as expense over

the weighted-average period of approximately 1.5 years.

Restricted Stock Units (RSUs) and Performance Stock Units<br><br>(PSUs) Activity
	Shares<br><br>(in millions)		Weighted-Average<br><br>Grant Date Fair Value
	RSUs	PSUs	RSUs	PSUs
Nonvested on January 1	0.7	0.2	$290.58	$287.51
Granted	0.3	0.1	385.68	334.24
Vested	(0.3)	(0.1)	277.40	254.47
Canceled or forfeited	(0.1)	—	337.17	—
Nonvested on December 31	0.6	0.2	$344.25	$333.06
Dollar amounts in millions except per share amounts or as otherwise specified.	40
---	---		STRYKER CORPORATION	2025 FORM 10-K
---	---

On December 31, 2025 there was $100 of unrecognized

compensation cost related to nonvested RSUs. That cost is

expected to be recognized as expense over the weighted-

average period of approximately one year. The weighted-average

grant date fair value per share of RSUs granted was $385.68 and

$332.64 in 2025 and 2024. The fair value of RSUs and PSUs

vested in 2025 was $91 and $26. On December 31, 2025 there

was $26 of unrecognized compensation cost related to

nonvested PSUs. That cost is expected to be recognized as

expense over the weighted-average period of approximately one

year.

Employee Stock Purchase Plans (ESPP)

Employees may participate in our ESPP provided they meet

certain eligibility requirements. The purchase price for our

common stock under the terms of the ESPP is defined as 95% of

the closing stock price on the last trading day of a purchase

period. We issued 178,090 and 173,708 shares under the ESPP

in 2025 and 2024.

NOTE 10 - DEBT AND CREDIT FACILITIES

We have lines of credit issued by various financial institutions that

are available to fund our day-to-day operating needs. Certain of

our credit facilities require us to comply with financial and other

covenants. We were in compliance with all covenants on

December 31, 2025.

In February 2025 we entered into a new revolving credit

agreement that replaces our previous agreement dated October

2021. The primary changes included increasing the aggregate

principal amount of the facility by $750 to $3,000 and extending

the maturity date to February 25, 2030. On December 31, 2025

there were no borrowings outstanding under our revolving credit

facility or our commercial paper program which allows for

maturities up to 397 days from the date of issuance. The

maximum amount of our commercial paper that can be

outstanding at any time is $3,000.

In February 2025 we issued $500 of 4.550% senior unsecured

notes due February 10, 2027, $700 of 4.700% senior unsecured

notes due February 10, 2028, $800 of 4.850% senior unsecured

notes due February 10, 2030 and $1,000 of 5.200% senior

unsecured notes due February 10, 2035. In June 2025 we repaid

$650 of 1.150% senior unsecured notes. In November 2025 we

repaid $750 of 3.375% senior unsecured notes. The following

table summarizes our total debt at December 31:

Summary of Total Debt
	Rate	Due	2025	2024
Senior unsecured notes:
	1.150%	June 15, 2025	$—	$649
	3.375%	November 1, 2025	—	750
	3.500%	March 15, 2026	1,000	998
	4.550%	February 10, 2027	498	—
	2.125%	November 30, 2027	881	777
	4.700%	February 10, 2028	697	—
	3.650%	March 7, 2028	599	598
	4.850%	December 8, 2028	597	596
	3.375%	December 11, 2028	704	621
	0.750%	March 1, 2029	939	828
	4.250%	September 11, 2029	744	743
	4.850%	February 10, 2030	794	—
	1.950%	June 15, 2030	995	993
	2.625%	November 30, 2030	759	669
	1.000%	December 3, 2031	876	772
	3.375%	September 11, 2032	934	824
	4.625%	September 11, 2034	741	740
	5.200%	February 10, 2035	990	—
	3.625%	September 11, 2036	695	613
	4.100%	April 1, 2043	393	393
	4.375%	May 15, 2044	396	396
	4.625%	March 15, 2046	984	984
	2.900%	June 15, 2050	643	643
Other			—	10
Total debt			$15,859	$13,597
Less current maturities			1,000	1,409
Total long-term debt			$14,859	$12,188
Unamortized debt issuance costs			$70	$63
Borrowing capacity on existing facilities			$2,911	$2,160
Fair value of senior unsecured notes			$15,344	$12,780

The fair value of the senior unsecured notes was estimated using

quoted interest rates, maturities and amounts of borrowings

based on quoted active market prices and yields that took into

account the underlying terms of the debt instruments.

Substantially all of our debt is classified within Level 2 of the fair

value hierarchy.

Interest expense on outstanding debt and credit facilities,

including required fees incurred totaled $582, $396 and $356 in

2025, 2024 and 2023.

NOTE 11 - INCOME TAXES

On January 1, 2025 we prospectively adopted ASU 2023-09

(Topic 740): Income Taxes: Improvements to Income Tax

Disclosures which expands the existing rules on income tax

disclosures. This update requires entities to disclose specific

categories in the tax rate reconciliation, provide additional

information for reconciling items that meet a quantitative

threshold and disclose additional information about income taxes

paid on an annual basis. In determining the reconciling items we

considered the effect of tax rulings as part of the statutory tax

rate.

Our effective tax rate was 28.1%, 14.3% and 13.8% for 2025,

2024 and 2023. The effective income tax rate for 2025 increased

from 2024 due to the 2025 tax effect of transfers of intellectual

property between tax jurisdictions and the 2024 tax effect of the

sale of the Spinal Implants business. The effective income tax

rate for 2024 increased from 2023 due to the 2023 tax effect of

transfers of intellectual property between tax jurisdictions offset

by the 2024 tax effect of the sale of the Spinal Implants business.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 41 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | Effective Income Tax Rate Reconciliation | | | | --- | --- | --- | | | 2025 | | | | Amount | Percent | | United States federal statutory rate | $948 | 21.0% | | State and Local Income Taxes, Net of Federal Income Tax<br><br>Effect(1) | 173 | 3.8 | | Foreign Tax Effects | | | | Ireland | | | | Statutory tax rate difference | (177) | (3.9) | | Other | 17 | 0.4 | | Puerto Rico | | | | Statutory tax rate difference | (49) | (1.1) | | Withholding Tax | 60 | 1.3 | | Expiration of credits carryforward | 78 | 1.7 | | Change in valuation allowance | (78) | (1.7) | | Other | (4) | (0.1) | | Other foreign jurisdictions | 20 | 0.4 | | Effect of changes in tax laws or rates enacted in the current<br><br>period | — | — | | Effect of Cross-Border Tax Laws | | | | Direct foreign tax credits | (90) | (2.0) | | Global intangible low-taxed income | 70 | 1.6 | | Tax Credits | | | | Research and development tax credits | (53) | (1.2) | | Changes in Valuation Allowances | — | — | | Nontaxable or Nondeductible Items | | | | Spinal Implants divestiture | (51) | (1.1) | | Transfers of intellectual property | 405 | 9.0 | | Changes in unrecognized Tax Benefits | 17 | 0.4 | | Other Adjustments | (18) | (0.4) | | Effective Tax Rate | $1,268 | 28.1% |

(1) State taxes in Pennsylvania, New York, Illinois, Florida, California, Michigan,

Indiana, and Tennessee accounted for the majority (greater than 50%) of the tax

effect in this category.

Effective Income Tax Rate Reconciliation
	2024	2023
United States federal statutory rate	21.0%	21.0%
United States state and local income taxes, less federal<br><br>deduction	1.1	1.1
Foreign income tax at rates other than 21%	(4.1)	(6.8)
Tax related to repatriation of foreign earnings	0.3	1.2
United States research and development credits	(1.4)	(1.2)
Intellectual property transfers	—	(3.3)
Goodwill impairment	2.8	—
Outside basis difference related to the anticipated sale of<br><br>the Spinal Implants business	(4.9)	—
Other	(0.5)	1.8
Effective income tax rate	14.3%	13.8%		Cash paid for income taxes (net of refunds received)
---	---
	2025
United States - Federal	533
United States - State	71
Foreign
Ireland	175
Other	223
Subtotal	398
Total	$1,002		Earnings Before Income Taxes
---	---	---	---
	2025	2024	2023
United States	$1,434	$523	$701
International	3,080	2,969	2,972
Total	$4,514	$3,492	$3,673		Components of Income Tax Expense (Benefit)
---	---	---	---
Current income tax expense (benefit):	2025	2024	2023
United States federal	$414	$490	$236
United States state and local	149	90	48
International	313	289	430
Total current income tax expense	$876	$869	$714
Deferred income tax expense (benefit):
United States federal	$186	$(462)	$(212)
United States state and local	78	(76)	(20)
International	128	168	26
Total deferred income tax expense (benefit)	$392	$(370)	$(206)
Total income tax expense	$1,268	$499	$508

Interest included in interest expense was $18, $13, and $1 in

2025, 2024 and 2023. The United States federal deferred income

tax expense (benefit) includes the utilization of net operating loss

carryforwards of $32, $9 and $189 in 2025, 2024 and 2023.

Deferred Income Tax Assets and Liabilities
Deferred income tax assets:	2025	2024
Inventories	$553	$551
Other accrued expenses	401	207
Depreciation and amortization	546	715
State income taxes	90	167
Share-based compensation	117	100
Research and development capitalization	40	408
International interest expense carryforwards	56	52
Net operating loss and credit carryforwards	315	410
Outside basis difference related to the anticipated sale of<br><br>the Spinal Implants business	—	170
Other	352	310
Total deferred income tax assets	$2,470	$3,090
Less valuation allowances	(148)	(228)
Net deferred income tax assets	$2,322	$2,862
Deferred income tax liabilities:
Depreciation and amortization	$(1,222)	$(1,141)
Undistributed earnings	(139)	(61)
Total deferred income tax liabilities	$(1,361)	$(1,202)
Net deferred income tax assets	$961	$1,660
Reported as:
Noncurrent deferred income tax assets	$1,098	$1,742
Noncurrent liabilities—Other liabilities	(137)	(82)
Total	$961	$1,660

Accrued interest was $96 and $71 on December 31, 2025 and

2024 which was reported in accrued expenses and other

liabilities and other noncurrent liabilities.

United States federal loss carryforwards of $271, with $57 of

associated deferred tax asset and with $2 being subject to a

valuation allowance, begin to expire in 2026. United States state

loss carryforwards of $1,606, with $64 associated deferred tax

asset and with $33 being subject to a valuation allowance, begin

to expire in 2026. International loss carryforwards of $309, with

$67 of associated deferred tax asset and with $61 being subject

to a valuation allowance, begin to expire in 2026; however, some

have no expiration. We also have tax credit carryforwards of

$141 with $4 being subject to a full valuation allowance. The

credits with a full valuation allowance begin to expire in 2026.

We recorded deferred income tax on undistributed earnings of

foreign subsidiaries not determined to be indefinitely reinvested.

The amount of undistributed earnings of foreign subsidiaries

determined to be indefinitely reinvested at December 31, 2025

was approximately $11.7 billion. Determination of the total

amount of unrecognized deferred income tax on undistributed

earnings of foreign subsidiaries is not practicable.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 42 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | Uncertain Income Tax Positions | | | | --- | --- | --- | | | 2025 | 2024 | | Beginning uncertain tax positions | $349 | $371 | | Increases related to current year income tax positions | 19 | 18 | | Increases related to prior year income tax positions | 12 | — | | Decreases related to prior year income tax positions | — | (4) | | Settlements of income tax audits | — | (21) | | Statute of limitations expirations and other | (4) | (3) | | Foreign currency translation | 27 | (12) | | Ending uncertain tax positions | $403 | $349 | | Reported as: | | | | Noncurrent liabilities—Income taxes | $403 | $349 |

Our income tax expense would have been reduced by $279 and

$224 in 2025 and 2024 had our uncertain income tax positions

been favorably resolved. It is reasonably possible that the

amount of unrecognized tax benefits will significantly change due

to one or more of the following events in the next 12 months:

expiring statutes, audit activity, tax payments, competent

authority proceedings related to transfer pricing or final decisions

in matters that are the subject of controversy in various taxing

jurisdictions in which we operate, including inventory transfer

pricing, cost sharing, product royalty and foreign branch

arrangements. We are not able to reasonably estimate the

amount or the future periods in which changes in unrecognized

tax benefits may be resolved. Interest incurred associated with

uncertain tax positions is included in interest expense.

Income tax authorities in various jurisdictions globally conduct

routine audits of our income tax returns to determine if they agree

with our interpretations of income tax regulations. Any audit

assessment, draft audit assessment, or final audit report received

is reviewed for new information and evaluated for proper financial

statement treatment. We received a final audit report and

assessments from the German Federal Central Tax Office

(FCTO) related to the years 2010 through 2017 of $754 and

expect to receive additional assessments of $11 based on the

final audit report.  We intend to defend our filing positions through

the FCTO independent appeals process and/or litigation as

necessary. If the resolution of this matter results in additional

German income taxes, we expect to pursue a claim for

associated foreign tax credits. Our unrecognized tax benefits

associated with this matter remain unchanged from 2024.

Income tax years are open from 2019 through 2025 for the

United States federal jurisdiction and are open for other major

jurisdictions from 2010 through 2025.

NOTE 12 - RETIREMENT PLANS

Defined Contribution Plans

We provide certain employees with defined contribution plans

and other types of retirement plans. A portion of our retirement

plan expense under the defined contribution plans is funded with

Stryker common stock. The use of Stryker common stock

represents a non-cash operating activity that is not reflected in

our Consolidated Statements of Cash Flows.

	2025	2024	2023
Plan expense	$399	$376	$327
Expense funded with Stryker common stock	72	62	57
Stryker common stock held by plan:
Dollar amount	$763	$781	$649
Shares (in millions)	2.2	2.2	2.2
Value as a percentage of total plan assets	8%	10%	10%

Defined Benefit Plans

Certain of our subsidiaries have both funded and unfunded

defined benefit pension plans covering some or all of their

employees. The majority of our defined benefit pension plans

have projected benefit obligations in excess of plan assets.

Discount Rate

The discount rates were selected using a hypothetical portfolio of

high quality bonds on December 31 that would provide the

necessary cash flows to match our projected benefit payments.

Expected Return on Plan Assets

The expected return on plan assets is determined by applying the

target allocation in each asset category of plan investments to the

anticipated return for each asset category based on historical and

projected returns.

Components of Net Periodic Pension Cost
Net periodic benefit cost:	2025	2024	2023
Service cost	$(42)	$(39)	$(32)
Interest cost	(24)	(21)	(23)
Expected return on plan assets	22	19	18
Amortization of prior service credit	2	1	1
Recognized actuarial gain (loss)	(2)	(1)	4
Net periodic benefit cost	$(44)	$(41)	$(32)
Changes in assets and benefit obligations<br><br>recognized in OCI:
Net actuarial gain (loss)	$93	$43	$(67)
Recognized net actuarial (gain) loss	2	1	(4)
Prior service credit and transition amount	(2)	(1)	(1)
Total recognized in other comprehensive<br><br>income (loss)	$93	$43	$(72)
Total recognized in net periodic benefit cost<br><br>and OCI	$49	$2	$(104)
Weighted-average rates used to determine net<br><br>periodic benefit cost:
Discount rate	2.9%	2.8%	3.3%
Expected return on plan assets	4.1%	4.3%	4.2%
Rate of compensation increase	2.9%	3.0%	3.0%
Weighted-average discount rate used to<br><br>determine projected benefit obligations	3.6%	2.9%	2.8%

The actuarial gain (loss) for all pension plans was primarily

related to a change in the discount rate used to measure the

benefit obligations of those plans.

Investment Strategy

The investment strategy for our defined benefit pension plans is

to meet the liabilities of the plans as they fall due and to

maximize the return on invested assets within appropriate risk

tolerances.

	2025	2024
Fair value of plan assets	$560	$492
Benefit obligations	(829)	(782)
Funded status	$(269)	$(290)
Reported as:
Noncurrent assets—other assets	$72	$48
Current liabilities—accrued compensation	(5)	(3)
Noncurrent liabilities—other liabilities	(336)	(335)
Pre-tax amounts recognized in AOCI:
Unrecognized net actuarial gain (loss)	101	6
Unrecognized prior service credit	8	8
Total	$109	$14		Change in Benefit Obligations
---	---	---
	2025	2024
Beginning projected benefit obligations	$782	$826
Service cost	42	39
Interest cost	24	21
Foreign exchange impact and other	114	(52)
Employee contributions	9	7
Actuarial (gains) losses	(116)	(40)
Benefits paid	(26)	(19)
Ending projected benefit obligations	$829	$782
Ending accumulated benefit obligations	$786	$748
Dollar amounts in millions except per share amounts or as otherwise specified.	43
---	---		STRYKER CORPORATION	2025 FORM 10-K
---	---
Change in Plan Assets
---	---	---
	2025	2024
Beginning fair value of plan assets	$492	$485
Actual return	(3)	22
Employer contributions	23	23
Employee contributions	9	7
Foreign exchange impact	60	(31)
Benefits paid	(21)	(14)
Ending fair value of plan assets	$560	$492		Allocation of Plan Assets
---	---	---	---
	2026 Target	2025 Actual	2024 Actual
Equity securities	26%	32%	28%
Debt securities	41	39	40
Other	33	29	32
Total	100%	100%	100%		Valuation of Plan Assets
---	---	---	---	---
2025	Level 1	Level 2	Level 3	Total
Cash and cash equivalents	$16	$—	$—	$16
Equity securities	9	162	—	171
Debt securities	2	230	—	232
Other	4	83	54	141
Total	$31	$475	$54	$560
2024	Level 1	Level 2	Level 3	Total
Cash and cash equivalents	$17	$—	$—	$17
Equity securities	8	125	—	133
Debt securities	2	203	—	205
Other	4	76	57	137
Total	$31	$404	$57	$492

Our Level 3 pension plan assets primarily include guaranteed

investment contracts with insurance companies. The insurance

contracts guarantee us principal repayment and a fixed rate of

return. The $3 decrease in Level 3 pension plan assets is

primarily driven by the change in the corresponding pension

liability. We expect to contribute $24 to our defined benefit

pension plans in 2026.

Estimated Future Benefit Payments
2026	2027	2028	2029	2030	2031-2035
$29	$32	$33	$34	$38	$223

NOTE 13 - SUMMARY OF QUARTERLY DATA (UNAUDITED)

2025 Quarters	Mar 31	Jun 30	Sep 30	Dec 31
Net sales	$5,866	$6,022	$6,057	$7,171
Gross profit	3,744	3,841	3,852	4,628
Earnings before income taxes	764	1,016	1,029	1,705
Net earnings	654	884	859	849
Net earnings per share of common stock:
Basic	$1.71	$2.32	$2.25	$2.21
Diluted	$1.69	$2.29	$2.22	$2.20
Dividends declared per share of<br><br>common stock	$0.84	$0.84	$0.84	$0.88
2024 Quarters	Mar 31	Jun 30	Sep 30	Dec 31
Net sales	$5,243	$5,422	$5,494	$6,436
Gross profit	3,333	3,416	3,517	4,174
Earnings before income taxes	923	998	1,043	528
Net earnings	788	825	834	546
Net earnings per share of common stock:
Basic	$2.07	$2.17	$2.18	$1.43
Diluted	$2.05	$2.14	$2.16	$1.41
Dividends declared per share of<br><br>common stock	$0.80	$0.80	$0.80	$0.84

NOTE 14 - SEGMENT AND GEOGRAPHIC DATA

We segregate our operations into two reportable business

segments: (i) MedSurg and Neurotechnology and (ii)

Orthopaedics which aligns to our internal reporting structure and

how our Chief Operating Decision Maker (CODM) assesses

performance and allocates resources. The CODM is the Chief

Executive Officer. The CODM makes decisions on resource

allocation, assesses performance of the business, and monitors

budget versus actual results using segment operating income.

The Corporate and Other category shown in the table below

includes corporate and administration, corporate initiatives and

share-based compensation, which includes compensation related

to employee stock options, restricted stock units and

performance stock unit grants and director stock options and

restricted stock unit grants.

Segment Results	2025	2024	2023
MedSurg and Neurotechnology	$15,647	$13,518	$12,163
Orthopaedics	$9,469	9,077	8,335
Net sales	$25,116	$22,595	$20,498
MedSurg and Neurotechnology	$5,859	$5,320	$4,876
Orthopaedics	$2,570	2,400	2,254
Cost of sales	$8,429	$7,720	$7,130
MedSurg and Neurotechnology	$948	$784	$702
Orthopaedics	$524	540	508
Segment research, development and<br><br>engineering expenses	$1,472	$1,324	$1,210
MedSurg and Neurotechnology	$3,931	$3,203	$2,934
Orthopaedics	$3,132	3,111	2,922
Segment selling, general and administrative<br><br>expenses	$7,063	$6,314	$5,856
MedSurg and Neurotechnology	$237	$208	$181
Orthopaedics	423	433	386
Segment depreciation and amortization	$660	$641	$567
Corporate and Other	178	162	139
Amortization of intangible assets	732	623	635
Total depreciation and amortization	$1,570	$1,426	$1,341
MedSurg and Neurotechnology	$4,672	$4,004	$3,470
Orthopaedics	2,820	2,591	2,265
Segment operating income	$7,492	$6,595	$5,735
Items not allocated to segments:
Corporate and Other	$(889)	$(880)	$(780)
Inventory stepped up to fair value	(173)	(46)	—
Acquisition and integration-related charges	(335)	(108)	(20)
Amortization of intangible assets	(732)	(623)	(635)
Structural optimization and other special<br><br>charges	(191)	(138)	(170)
Goodwill and other impairments	(170)	(977)	(36)
Medical device regulation	(38)	(58)	(96)
Recall-related matters	(58)	(40)	(18)
Regulatory and legal matters	(17)	(36)	(92)
Consolidated operating income	$4,889	$3,689	$3,888
Segment Assets and Capital Spending
---	---	---
Assets:	2025	2024
MedSurg and Neurotechnology	$27,647	23,115
Orthopaedics	18,641	18,507
Total segment assets	$46,288	41,622
Corporate and Other	1,556	1,349
Total assets	$47,844	42,971
Purchases of property, plant and<br><br>equipment:	2025	2024
Orthopaedics	$296	230
MedSurg and Neurotechnology	220	276
Total segment purchases of property,<br><br>plant and equipment	$516	506
Corporate and Other	245	249
Total purchases of property, plant and<br><br>equipment	$761	755

All values are in US Dollars.

We measure the financial results of our reportable segments

using an internal performance measure that excludes acquisition

and integration-related charges, structural optimization and other

special charges, goodwill and other impairments, reserves for

certain product recall matters and reserves for certain legal and

regulatory matters. Identifiable assets are those assets used

exclusively in the operations of each business segment or

allocated when used jointly. Corporate assets are principally

| Dollar amounts in millions except per share amounts or as otherwise specified. | 44 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

property, plant and equipment and noncurrent assets.

The countries in which we have local revenue generating

operations have been combined into the following geographic

areas: the United States; Europe, Middle East, Africa; Asia

Pacific; and other foreign countries, which include Canada and

countries in the Latin American region. Net sales are reported

based on the geographic area of the Stryker location where the

sales to the customer originated.

Geographic Information
	Net Sales			Net Property, Plant<br><br>and Equipment
	2025	2024	2023	2025	2024
United States	$19,006	$16,943	$15,257	$2,084	$1,997
Europe, Middle<br><br>East, Africa	3,181	2,897	2,618	1,562	1,260
Asia Pacific	2,164	2,020	1,946	97	75
Other countries	765	735	677	133	116
Total	$25,116	$22,595	$20,498	$3,876	$3,448

NOTE 15 - ASSET IMPAIRMENTS

During 2025, 2024 and 2023 we recorded impairment charges of

$109, $159 and $36 to write off long-lived and intangible assets

excluding long-lived assets held for sale which included charges

related to certain product line exits.

NOTE 16 - SALE OF SPINAL IMPLANTS BUSINESS

During the fourth quarter 2024 management committed to a plan

to sell certain assets associated with the Spinal Implants

business (disposal group) and such assets were classified as

held for sale beginning November 2024. As a result we recorded

a valuation allowance of $362 to record the disposal group at its

fair value less cost to sell within goodwill and other impairments

in our Consolidated Statements of Earnings.

In April 2025 we completed the sale of the disposal group to the

Viscogliosi Brothers, LLC. In the first half of 2025 we recognized

immaterial impairment charges to record the disposal group at its

fair value less cost to sell within goodwill and other impairments

in our Consolidated Statements of Earnings. The fair value of the

disposal group and consideration received was measured using a

discounted cash flow analysis based upon the selling price and

unobservable inputs, such as market conditions and the rate

used to discount the estimated future cash flows to their present

value based on factors including the disposal group’s cost of

equity and market yield rates, which are Level 3 inputs.

Consideration could increase by up to $57 or decrease by up to

$245 based on the amount received.

The assets associated with the disposal group are reported in our

Orthopaedics segment at December 31, 2024. The assets and

liabilities held for sale at December 31, 2024 are classified within

prepaid expenses and other current assets and accrued

expenses and other liabilities in our Consolidated Balance

Sheets. The assets and liabilities of the disposal group at the

date of sale and at December 31, 2024 were as follows:

		Held for Sale
	Date of Sale	December 31
	2025	2024
Accounts receivable, net	$56	$62
Total inventories	195	183
Prepaid expenses and other current assets	27	10
Property, plant and equipment, net	53	51
Other intangibles, net	323	326
Noncurrent deferred income tax assets	9	9
Other noncurrent assets	179	171
Valuation allowance	(395)	(362)
Total assets	$447	$450
Accounts payable	$41	$28
Accrued compensation	20	26
Accrued expenses and other liabilities	24	29
Other noncurrent liabilities	27	21
Total liabilities	$112	$104
Dollar amounts in millions except per share amounts or as otherwise specified.	45
---	---		STRYKER CORPORATION	2025 FORM 10-K
---	---
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH<br><br>ACCOUNTANTS ON ACCOUNTING AND<br><br>FINANCIAL DISCLOSURE.
---	---

Not applicable.

ITEM 9A.	CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Chief

Executive Officer and Chief Financial Officer (the Certifying

Officers), evaluated the effectiveness of the Company’s

disclosure controls and procedures (as defined in Rules

13a-15(e) or 15d-15(e) promulgated under the Securities

Exchange Act of 1934, as amended) (Exchange Act) as of

December 31, 2025. Based on that evaluation, the Certifying

Officers concluded that the Company’s disclosure controls and

procedures were effective as of December 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial

reporting during the fourth quarter of 2025 that materially

affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

Management's Report on Internal Control Over Financial

Reporting

The Company's management is responsible for establishing and

maintaining adequate internal control over financial reporting, as

such term is defined in Exchange Act Rule 13a-15(f). The

Company's internal control over financial reporting was designed

to provide reasonable assurance to the Company's management

and Board of Directors regarding the reliability of financial

reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting

principles and includes those policies and procedures that: (i)

pertain to the maintenance of records that in reasonable detail

accurately and fairly reflect the transactions and dispositions of

the assets of the Company; (ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

Company are being made only in accordance with authorizations

of management and directors of the Company; and (iii) provide

reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of the Company's

assets that could have a material effect on the financial

statements.

The Company's management assessed the effectiveness of our

internal control over financial reporting on December 31, 2025. In

making this assessment, we used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control—Integrated Framework (2013).

We have excluded from our assessment the operations and

related assets of Inari, which we acquired in February 2025. As of

December 31, 2025 Inari represented approximately 10% of our

total assets, including the goodwill and intangible assets recorded

as part of the purchase price allocation, and approximately 2.3%

of our net sales for the year ended December 31, 2025. Based

on its assessment, management concluded that our internal

control over financial reporting was effective as of December 31,

2025.

Stryker’s independent registered public accounting firm has

issued an audit report on their assessment of the effectiveness of

the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Stryker

Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Stryker Corporation and subsidiaries’ internal

control over financial reporting as of December 31, 2025, based

on criteria established in Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework) (the COSO criteria). In

our opinion, Stryker Corporation and subsidiaries (the Company)

maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2025, based on the COSO

criteria.

As indicated in the accompanying Management’s Annual Report

on Internal Control Over Financial Reporting, management’s

assessment of and conclusion on the effectiveness of internal

control over financial reporting did not include the internal

controls of Inari Medical, Inc. (Inari), which is included in the 2025

consolidated financial statements of the Company and

constituted 10% of total assets as of December 31, 2025 and

2.3% of net sales for the year then ended. Our audit of internal

control over financial reporting of the Company also did not

include an evaluation of the internal control over financial

reporting of Inari.

We also have audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United States)

(PCAOB), the 2025 consolidated financial statements of the

Company and our report dated February 11, 2026 expressed an

unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial

reporting included in the accompanying Management’s Report on

Internal Control Over Financial Reporting. Our responsibility is to

express an opinion on the Company’s internal control over

financial reporting based on our audit. We are a public

accounting firm registered with the PCAOB and are required to

be independent with respect to the Company in accordance with

the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the

PCAOB.

We conducted our audit in accordance with the standards of the

PCAOB. Those standards require that we plan and perform the

audit to obtain reasonable assurance about whether effective

internal control over financial reporting was maintained in all

material respects.

Our audit included obtaining an understanding of internal control

over financial reporting, assessing the risk that a material

weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and

performing such other procedures as we considered necessary in

the circumstances. We believe that our audit provides a

reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial

Reporting

A company’s internal control over financial reporting is a process

designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over

financial reporting includes those policies and procedures that (1)

| Dollar amounts in millions except per share amounts or as otherwise specified. | 46 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of

the assets of the company; (2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations

of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial

statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

/s/    Ernst & Young LLP

Grand Rapids, Michigan

February 11, 2026

ITEM 9B.	OTHER INFORMATION.

Trading Plan Arrangements

Certain of our officers or directors have made elections to

participate in and are participating in, our employee stock

purchase plan and 401(k) plan and have made and may from

time to time make elections to have shares withheld to cover

withholding taxes due or pay the exercise price of stock options,

restricted stock units and performance stock units which may

constitute non-Rule 10b5–1 trading arrangements (as defined in

Item 408(c) of Regulation S-K).

ITEM 9C.	DISCLOSURE REGARDING FOREIGN<br><br>JURISDICTIONS THAT PREVENT<br><br>INSPECTIONS.

Not applicable.

PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND<br><br>CORPORATE GOVERNANCE.
---	---

Information regarding our executive officers appears under the

caption "Information about our Executive Officers" in Part I, Item

1 of this report.

Information regarding our directors and certain corporate

governance and other matters appearing under the captions

"Proposal 1—Election of Directors," "Corporate Governance,"

and "Additional Information—Delinquent Section 16(a) Reports"

in the 2026 proxy statement is incorporated herein by reference.

We have adopted Corporate Policy 6 (Trading in Securities by

Company Personnel) and Insider Trading Guidelines (collectively,

Insider Trading Policies)  which govern the purchase, sale and/or

other disposition of our securities by our directors, officers and

employees, as well as by the Company itself, that we believe are

reasonably designed to promote compliance with insider trading

laws, rules and regulations and New York Stock Exchange listing

standards. Copies of the Insider Trading Policies are filed as

Exhibits 19(i) and 19(ii) to this report.

The Corporate Governance Guidelines adopted by our Board of

Directors, as well as the charters of each of the Audit Committee,

the Governance and Nominating Committee and the

Compensation Committee and the Code of Conduct applicable to

the principal executive officer, president, principal financial officer

and principal accounting officer or controller or persons

performing similar functions are posted on the "Corporate

Governance" section of our website at www.stryker.com.

ITEM 11.	EXECUTIVE COMPENSATION.

Information regarding the compensation of our management

appearing under the captions "Compensation Discussion and

Analysis," "Compensation and Human Capital Committee

Report," "Executive Compensation" and "Compensation of

Directors" in the 2026 proxy statement is incorporated herein by

reference.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN<br><br>BENEFICIAL OWNERS AND MANAGEMENT<br><br>AND RELATED STOCKHOLDER MATTERS.

The information under the caption "Stock Ownership" in the 2026

proxy statement is incorporated herein by reference.

On December 31, 2025 we had an equity compensation plan

under which options were granted at a price not less than fair

market value at the date of grant and under which awards of

restricted stock units (RSUs) and performance stock units (PSUs)

were made. Options and RSUs were also awarded under a

previous plan. Additional information regarding our equity

compensation plans appears in Note 1 and Note 9 to our

Consolidated Financial Statements. On December 31, 2025 we

also had a stock performance incentive award program pursuant

to which shares of our common stock were and may be issued to

certain employees with respect to performance. The status of

these plans, each of which were previously submitted to and

approved by our shareholders, on December 31, 2025 is as

follows:

Plan	Number of<br><br>securities to<br><br>be issued<br><br>upon<br><br>exercise of<br><br>outstanding<br><br>options,<br><br>warrants and<br><br>rights	Weighted-<br><br>average<br><br>exercise price<br><br>of outstanding<br><br>options,<br><br>warrants and<br><br>rights	Number of securities<br><br>remaining available for<br><br>future issuance under<br><br>equity compensation<br><br>plans (excluding<br><br>shares reflected in<br><br>the first column)
2008 Employee<br><br>Stock Purchase<br><br>Plan	N/A	N/A	4,925,529
2011 Long-Term<br><br>Incentive Plan(1)	11,165,209	$234.56	31,297,061
2011 Performance<br><br>Incentive Award<br><br>Plan	N/A	N/A	335,395
Total			36,557,985

(1) The 2011 Long-Term Incentive Plan securities to be issued

upon exercise include 627,908 RSUs and 174,228 PSUs. The

weighted-average exercise price does not take these awards into

account.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED<br><br>TRANSACTIONS, AND DIRECTOR<br><br>INDEPENDENCE.

The information under the caption "Corporate Governance" and

"Corporate Governance—Certain Relationships and Related

Party Transactions" in the 2026 proxy statement is incorporated

herein by reference.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 47 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND<br><br>SERVICES. | | --- | --- |

The information under the caption "Proposal 2—Ratification of

Appointment of our Independent Registered Public Accounting

Firm" in the 2026 proxy statement is incorporated herein by

reference.

| Dollar amounts in millions except per share amounts or as otherwise specified. | 48 | | --- | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- | | PART IV | | --- | | ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. | | --- | --- || (a) 1. | Financial Statements | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | The following Consolidated Financial Statements are set forth in Part II, Item 8 of this report. | | | | | | | | Report of Independent Registered Public Accounting Firm | | | | | 25 | | | Consolidated Statements of Earnings for 2025, 2024 and 2023 | | | | | 27 | | | Consolidated Statements of Comprehensive Income for 2025, 2024 and 2023 | | | | | 27 | | | Consolidated Balance Sheets on 2025 and 2024 | | | | | 28 | | | Consolidated Statements of Shareholders’ Equity for 2025, 2024 and 2023 | | | | | 29 | | | Consolidated Statements of Cash Flows for 2025, 2024 and 2023 | | | | | 30 | | | Notes to Consolidated Financial Statements | | | | | 31 | | (a) 2. | Financial Statement Schedules | | | | | | | | The Consolidated Financial Statement schedule of Stryker Corporation and its subsidiaries is: | | | | | | | | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | | | | | | | | | | Additions | Deductions | | | | | Description | Balance at<br><br>Beginning<br><br>of Period | Charged to<br><br>Costs &<br><br>Expenses | Uncollectible<br><br>Amounts<br><br>Written Off,<br><br>Net of<br><br>Recoveries | Effect of<br><br>Changes in<br><br>Foreign<br><br>Currency<br><br>Exchange<br><br>Rates | Balance<br><br>at End<br><br>of Period | | | DEDUCTED FROM ASSET ACCOUNTS | | | | | | | | Allowance for Doubtful Accounts: | | | | | | | | Year ended December 31, 2025 | $213 | $95 | $91 | $1 | $216 | | | Year ended December 31, 2024 | $182 | $69 | $36 | $2 | $213 | | | Year ended December 31, 2023 | $154 | $69 | $40 | $1 | $182 | | | All other schedules for which provision is made in the applicable accounting regulation of the United States Securities and<br><br>Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. | | | | | | | (a) 3. | Exhibits | | | | | |

FORM 10-K—ITEM 15(a) 3. AND ITEM 15(c)

STRYKER CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit 2—		Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
(i)		Purchase Agreement, dated as of November 4, 2019, among Stryker Corporation, Stryker B.V. and Wright Medical Group N.V. —<br><br>Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated November 6, 2019 (Commission File No. 001-13149).
(ii)	©	Agreement and Plan of Merger, dated as of January 6, 2022, by and among Stryker Corporation, Voice Merger Sub Corp., and<br><br>Vocera Communications, Inc. — Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated January 11, 2022<br><br>(Commission File No. 001-13149).
(iii)		Agreement and Plan of Merger, dated January 6, 2025, by and between Stryker Corporation and Inari Medical, Inc. — Incorporated<br><br>by reference to Exhibit 2.1 to the Company’s Form 8-K dated January 7, 2025 (Commission File No. 001-13149).
Exhibit 3—		Articles of Incorporation and By-Laws
(i)		Restated Articles of Incorporation — Incorporated by reference to Exhibit 3(i) to the Company's Form 10-Q for the quarterly period<br><br>ended September 30, 2018 (Commission File No. 00-09165).
(ii)		Amended and Restated Bylaws - Incorporated by reference to Exhibit 3(ii) to the Company's Form 10-K for the year ended<br><br>December 31, 2022 (Commission File No. 001-13149).
Exhibit 4—		Instruments defining the rights of security holders, including indentures—We agree to furnish to the Commission upon request a<br><br>copy of each instrument pursuant to which long-term debt of Stryker Corporation and its subsidiaries not exceeding 10% of the<br><br>total assets of Stryker Corporation and its consolidated subsidiaries is authorized.
(i)		Indenture, dated January 15, 2010, between Stryker Corporation and U.S. Bank National Association.— Incorporated by reference<br><br>to Exhibit 4.1 to the Company's Form 8-K dated January 15, 2010 (Commission File No. 000-09165).
49
---		STRYKER CORPORATION	2025 FORM 10-K
---	---		(ii)		Fifth Supplemental Indenture (including the form of 2043 note) dated March 25, 2013, between Stryker Corporation and U.S. Bank<br><br>National Association.— Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated March 25, 2013 (Commission<br><br>File No. 000-09165).
---	---	---
(iii)		Seventh Supplemental Indenture (including the form of 2044 note), dated May 1, 2014, between Stryker Corporation and U.S.<br><br>Bank National Association.— Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated May 1, 2014 (Commission<br><br>File No. 000-09165).
(iv)		Eighth Supplemental Indenture (including the form of 2025 note), dated October 29, 2015, between Stryker Corporation and U.S.<br><br>Bank National association.— Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated October 29, 2015<br><br>(Commission File No. 000-09165).
(v)		Eleventh Supplemental Indenture (including the form of the 2026 note), dated March 10, 2016, between Stryker Corporation and<br><br>U.S. Bank National Association.— Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K dated March 10, 2016<br><br>(Commission File No. 000-09615).
(vi)		Twelfth Supplemental Indenture (including the form of the 2046 note), dated March 10, 2016, between Stryker Corporation and<br><br>U.S. Bank National Association. — Incorporated by reference to Exhibit 4.5 to the Company's Form 8-K dated March 10, 2016<br><br>(Commission File No. 000-09615).
(vii)		Fourteenth Supplemental Indenture (including the form of the 2028 note), dated March 7, 2018, between Stryker Corporation and<br><br>U.S. Bank National Association. — Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated March 7, 2018<br><br>(Commission File No. 000-09615).
(viii)		Sixteenth Supplemental Indenture (including the form of the 2027 note), dated November 30, 2018, between Stryker Corporation<br><br>and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated November 30,<br><br>2018 (Commission File No. 000-09615).
(ix)		Seventeenth Supplemental Indenture (including the form of the 2030 note), dated November 30, 2018, between Stryker<br><br>Corporation and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K dated<br><br>November 30, 2018 (Commission File No. 000-09615).
(x)		Twentieth Supplemental Indenture (including the form of the 2029 note), dated December 3, 2019, between Stryker Corporation<br><br>and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated December 3,<br><br>2019 (Commission File No. 001-13149).
(xi)		Twenty-First Supplemental Indenture (including the form of the 2031 note), dated December 3, 2019, between Stryker Corporation<br><br>and U.S. Bank National Association. — Incorporated by reference to Exhibit 4.4 to the Company's Form 8-K dated December 3,<br><br>2019 (Commission File No. 001-13149).
(xii)		Twenty-Second Supplemental Indenture (including the form of the 2025 note), dated June 4, 2020, between Stryker Corporation<br><br>and U.S. Bank National Association, as trustee - Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K dated June 4,<br><br>2020 (Commission File No. 001-13149).
(xiii)		Twenty-Third Supplemental Indenture (including the form of the 2030 note), dated June 4, 2020, between Stryker Corporation and<br><br>U.S. Bank National Association — Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K dated June 4, 2020<br><br>(Commission File No. 001-13149).
(xiv)		Twenty-Fourth Supplemental Indenture (including the form of the 2050 note), dated June 4, 2020, between Stryker Corporation and<br><br>U.S. Bank National Association — Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K dated June 4, 2020<br><br>(Commission File No. 001-13149).
(xv)		Twenty-Sixth Supplemental Indenture (including the form of the 2028 note), dated December 8, 2023, between Stryker Corporation<br><br>and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form<br><br>8-K dated December 8, 2023 (Commission File No. 001-13149).
(xvi)		Twenty-Seventh Supplemental Indenture (including the form of the 2028 note), dated December 11, 2023, between Stryker<br><br>Corporation and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the<br><br>Company’s Form 8-K dated December 11, 2023 (Commission File No. 001-13149).
(xvii)		Twenty-Eighth Supplemental Indenture (including the form of 2032 note), dated September 11, 2024, between Stryker Corporation<br><br>and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form<br><br>8-K dated September 11, 2024 (Commission File No. 001-13149).
(xviii)		Twenty-Ninth Supplemental Indenture (including the form of 2036 note), dated September 11, 2024, between Stryker Corporation<br><br>and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.3 to the Company’s Form<br><br>8-K dated September 11, 2024 (Commission File No. 001-13149).
(xix)		Thirtieth Supplemental Indenture (including the form of 2029 note), dated September 11, 2024, between Stryker Corporation and<br><br>U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K<br><br>dated September 11, 2024 (Commission File No. 001-13149).
(xx)		Thirty-First Supplemental Indenture (including the form of 2034 note), dated September 11, 2024, between Stryker Corporation and<br><br>U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K<br><br>dated September 11, 2024 (Commission File No. 001-13149).
(xxi)		Thirty-Second Supplemental Indenture (including the form of 2027 note), dated February 10, 2025, between Stryker Corporation<br><br>and U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.2 to the Company’s Form<br><br>8-K dated February 10, 2025 (Commission File No. 001-13149).
(xxii)		Thirty-Third Supplemental Indenture (including the form of 2028 note), dated February 10, 2025, between Stryker Corporation and<br><br>U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K<br><br>dated February 10, 2025 (Commission File No. 001-13149).
(xxiii)		Thirty-Fourth Supplemental Indenture (including the form of 2030 note), dated February 10, 2025, between Stryker Corporation and<br><br>U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K<br><br>dated February 10, 2025 (Commission File No. 001-13149).
(xxiv)		Thirty-Fifth Supplemental Indenture (including the form of 2035 note), dated February 10, 2025, between Stryker Corporation and<br><br>U.S. Bank Trust Company, National Association, as trustee — Incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K<br><br>dated February 10, 2025 (Commission File No. 001-13149).
(xxv)	†	Description of Securities
50
---		STRYKER CORPORATION	2025 FORM 10-K
---	---		Exhibit 10—		Material contracts
---	---	---
(i)*	†	Form of grant notice and terms and conditions for stock options granted in 2026 under the 2011 Long-Term Incentive Plan.
(ii)*	†	Form of grant notice and terms and conditions for restricted stock units granted in 2026 under the 2011 Long-Term Incentive Plan.
(iii)*	†	Form of grant notice and terms and conditions for performance stock units granted in 2026 under the 2011 Long-Term Incentive<br><br>Plan.
(iv)*	†	Form of grant notice and terms and conditions for restricted stock units with no retirement provisions granted in 2026 under the<br><br>2011 Long-Term Incentive Plan.
(v)*		Form of grant notice and terms and conditions for stock options granted in 2025 under the 2011 Long-Term Incentive Plan —<br><br>Incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K for the year ended December 31, 2024 (Commission File<br><br>No. 001-13149).
(vi)*		Form of grant notice and terms and conditions for restricted stock units granted in 2025 under the 2011 Long-Term Incentive Plan<br><br>— Incorporated by reference to Exhibit 10(ii) to the Company’s Form 10-K for the year ended December 31, 2024 (Commission<br><br>File No. 001-13149).
(vii)*		Form of grant notice and terms and conditions for performance stock units granted in 2025 under the 2011 Long-Term Incentive<br><br>Plan — Incorporated by reference to Exhibit 10(iii) to the Company’s Form 10-K for the year ended December 31, 2024<br><br>(Commission File No. 001-13149).
(viii)*		Form of grant notice and terms and conditions for restricted stock units with no retirement provisions granted in 2025 under the<br><br>2011 Long-Term Incentive Plan — Incorporated by reference to Exhibit 10(iv) to the Company’s Form 10-K for the year ended<br><br>December 31, 2024 (Commission File No. 001-13149).
(ix)*		Form of grant notice and terms and conditions for restricted stock units granted in 2025 under the 2011 Long-Term Incentive Plan<br><br>to non-employee directors — Incorporated by reference to Exhibit 10.1(i) to the Company’s Form 10-Q for the quarterly period<br><br>ended June 30, 2025 (Commission File No. 001-13149).
(x)*		Form of grant notice and terms and conditions for restricted stock units granted in 2024 under the 2011 Long-Term Incentive Plan<br><br>to non-employee directors — Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended<br><br>June 30, 2024 (Commission File No. 001-13149).
(xi)*		Form of grant notice and terms and conditions for stock options granted in 2024 under the 2011 Long-Term Incentive Plan  —<br><br>Incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K for the year ended December 31, 2023 (Commission File<br><br>No. 001-13149).
(xii)*		Form of grant notice and terms and conditions for restricted stock units granted in 2024 under the 2011 Long-Term Incentive Plan<br><br>— Incorporated by reference to Exhibit 10(ii) to the Company’s Form 10-K for the year ended December 31, 2023 (Commission<br><br>File No. 001-13149).
(xiii)*		Form of grant notice and terms and conditions for performance stock units granted in 2024 under the 2011 Long-Term Incentive<br><br>Plan  — Incorporated by reference to Exhibit 10(iii) to the Company’s Form 10-K for the year ended December 31, 2023<br><br>(Commission File No. 001-13149).
(xiv)*		Form of grant notice and terms and conditions for restricted stock units granted in 2023 under the 2011 Long-Term Incentive Plan<br><br>to non-employee directors  — Incorporated by reference to Exhibit 10(i) to the Company’s Form 10-Q for the quarterly period<br><br>ended June 30, 2023 (Commission File No. 000-09165).
(xv)*		Form of grant notice and terms and conditions for stock options granted in 2023 under the 2011 Long-Term Incentive Plan -<br><br>Incorporated by reference to Exhibit 10(i) to the Company's Form 10-K for the year ended December 31, 2022 (Commission File<br><br>No. 001-13149).
(xvi)*		Form of grant notice and terms and conditions for restricted stock units granted in 2023 under the 2011 Long-Term Incentive Plan -<br><br>Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2022 (Commission File<br><br>No. 001-13149).
(xvii)*		Form of grant notice and terms and conditions for performance stock units granted in 2023 under the 2011 Long-Term Incentive<br><br>Plan - Incorporated by reference to Exhibit 10(iii) to the Company's Form 10-K for the year ended December 31, 2022<br><br>(Commission File No. 001-13149).
(xviii)*		Form of grant notice and terms and conditions for restricted stock units granted in 2022 under the 2011 Long-Term Incentive Plan<br><br>to non-employee directors — Incorporated by reference to Exhibit 10(i) to the Company's Form 10-Q for the quarterly period ended<br><br>June 30, 2022 (Commission File No. 001-13149).
(xix)*		Form of grant notice and terms and conditions for stock options granted in 2022 under the 2011 Long-Term Incentive Plan —<br><br>Incorporated by reference to Exhibit 10(i) to the Company's Form 10-K for the year ended December 31, 2021 (Commission File<br><br>No. 001-13149).
(xx)*		Form of grant notice and terms and conditions for stock options granted in 2021 under the 2011 Long-Term Incentive Plan —<br><br>Incorporated by reference to Exhibit 10(i) to the Company's Form 10-K for the year ended December 31, 2020 (Commission File<br><br>No. 001-13149).
(xxi)*		2011 Long-Term Incentive Plan (as amended and restated effective May 8, 2025) — Incorporated by reference to Appendix B to<br><br>the Proxy Statement for the Company's 2025 Annual Meeting of Shareholders (Commission File No. 001-13149).
(xxii)*		Form of grant notice and terms and conditions for stock options granted in 2020 under the 2011 Long-Term Incentive Plan —<br><br>Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2019 (Commission File<br><br>No. 001-13149).
(xxiii)*		Supplemental Savings and Retirement Plan (as amended effective January 1, 2008 and January 1, 2019) — Incorporated by<br><br>reference to Exhibit 10(vi) to the Company's Form 10-K for the year ended December 31, 2019 (Commission File No. 001-13149)
(xxiv)*		Form of grant notice and terms and conditions for stock options granted in 2019 under the 2011 Long-Term Incentive Plan —<br><br>Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2018 (Commission File<br><br>No. 001-13149).
(xxv)*		Form of grant notice and terms and conditions for stock options granted in 2018 under the 2011 Long-Term Incentive Plan —<br><br>Incorporated by reference to Exhibit 10(ii) to the Company's Form 10-K for the year ended December 31, 2017 (Commission File
51
---		STRYKER CORPORATION	2025 FORM 10-K
---	---
(xxvi)*		Stryker Corporation Executive Bonus Plan — Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated February<br><br>21, 2007 (Commission File No. 000-09165).
---	---	---
(xxvii)*		Letter Agreement between Stryker Corporation and Glenn Boehnlein — Incorporated by reference to Exhibit 10.2 to the Company's<br><br>Form 8-K dated January 26, 2016 (Commission File No. 000-09165)
(xxviii)		Form of Indemnification Agreement for Directors — Incorporated by reference to Exhibit 10 (xiv) to the Company's Form 10-K for<br><br>the year ended December 31, 2008 (Commission File No. 000-09165).
(xxix)		Form of Indemnification Agreement for Certain Officers—Incorporated by reference to Exhibit 10 (xv) to the Company's Form 10-K<br><br>for the year ended December 31, 2008 (Commission File No. 000-09165)..
(xxx)		Settlement Agreement between Howmedica Osteonics Corp. and the counsel listed on the signature pages thereto, dated as of<br><br>November 3, 2014 (Rejuvenate and ABF II Hip Implant Products Liability Litigation) — Incorporated by reference to Exhibit 10xxiii
(xxxi)*		Letter Agreement, dated January 27, 2025, between Stryker Corporation and Preston Wells — Incorporated by reference to Exhibit<br><br>10.2 to the Company’s Form 8-K dated January 28, 2025 (Commission File No. 001-13149).
(xxxii)		Credit Agreement, dated February 25, 2025, between Stryker Corporation, certain subsidiaries as borrowers, Wells Fargo Bank,<br><br>National Association as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A. and Citibank, N.A. as<br><br>Syndication Agents, the Co-Documentation Agents and Other Lenders party thereto — Incorporated by reference to Exhibit 10.1 to<br><br>the Company’s Form 8-K dated February 25, 2025 (Commission File No. 001-13149).
(xxxiii)*		Letter Agreement, dated December 2, 2025, between Stryker Corporation and Spencer Stiles — Incorporated by reference to<br><br>Exhibit 10.1 to the Company’s Form 8-K dated December 4, 2025 (Commission File No. 001-13149).
(xxxiv)*		Letter Agreement, dated December 2, 2025, between Stryker Corporation and Dylan Crotty — Incorporated by reference to Exhibit<br><br>10.2 to the Company’s Form 8-K dated December 4, 2025 (Commission File No. 001-13149).
Exhibit 19—		Insider Trading Policy
(i)	†	Corporate Policy No. 6
(ii)	†	Insider Trading Guidelines
Exhibit 21—		Subsidiaries of the registrant
(i)	†	List of Subsidiaries.
Exhibit 23—		Consent of experts and counsel
(i)	†	Consent of Independent Registered Public Accounting Firm.		Exhibit 31—		Rule 13a-14(a) Certifications
---	---	---
(i)	†	Certification by Principal Executive Officer of Stryker Corporation.
(ii)	†	Certification by Principal Financial Officer of Stryker Corporation.
Exhibit 32—		18 U.S.C. Section 1350 Certifications
(i)	††	Certification by Principal Executive Officer of Stryker Corporation.
(ii)	††	Certification by Principal Financial Officer of Stryker Corporation.
Exhibit 97—		Policy Relating to Recovery of Erroneously Awarded Compensation
(i)		Stryker Corporation Mandatory Clawback Policy  — Incorporated by reference to Exhibit 97(i) to the Company's Form 10-K for the<br><br>year ended December 31, 2023 (Commission File No. 001-13149).
Exhibit 101—		iXBRL (Inline Extensible Business Reporting Language) Documents
101.INS		iXBRL Instance Document
101.SCH		iXBRL Schema Document
101.CAL		iXBRL Calculation Linkbase Document
101.DEF		iXBRL Definition Linkbase Document
101.LAB		iXBRL Label Linkbase Document
101.PRE		iXBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)		*	Compensation arrangement
---	---		†	Filed with this Form 10-K
---	---		††	Furnished with this Form 10-K
---	---		©	Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Stryker hereby agrees to furnish supplementally a copy of any omitted<br><br>schedule upon request by the U.S. Securities and Exchange Commission.
---	---
ITEM 16.	FORM 10-K SUMMARY.
---	---

None.

| 52 | | --- || STRYKER CORPORATION | 2025 FORM 10-K | | --- | --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

		STRYKER CORPORATION
Date:	February 11, 2026	/s/ PRESTON W. WELLS
		Preston W. Wells
		Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on the

date indicated above on behalf of the registrant and in the capacities indicated.

/s/ KEVIN A. LOBO	/s/ PRESTON W. WELLS
Kevin A. Lobo	Preston W. Wells
Chair and Chief Executive Officer	Vice President, Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)
/s/ WILLIAM E. BERRY JR.
William E. Berry, Jr.
Vice President, Chief Accounting Officer
(Principal Accounting Officer)
/s/ SHERILYN S. MCCOY	/s/ ANDREW K. SILVERNAIL
Sherilyn S. McCoy	Andrew K. Silvernail
Lead Independent Director	Director
/s/ MARY K. BRAINERD	/s/ LISA M. SKEETE TATUM
Mary K. Brainerd	Lisa M. Skeete Tatum
Director	Director
/s/ GIOVANNI CAFORIO	/s/ RONDA E. STRYKER
Giovanni Caforio, M.D.	Ronda E. Stryker
Director	Director
/s/ RACHEL M. RUGGERI	/s/ RAJEEV SURI
Rachel M. Ruggeri	Rajeev Suri
Director	Director
/s/ EMMANUEL P. MACEDA
Emmanuel P. Maceda
Director

Ex 4(xxv) 12.31.2025 10K Exhibit 4(xxv)

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Description of Capital Stock

The following description is a summary of certain terms of the capital stock of Stryker

Corporation (“Stryker” or the “Company”). It does not purport to be complete and is subject in

all respects to the applicable provisions of the Michigan Business Corporation Act, as amended,

or the MBCA, our Restated Articles of Incorporation, as amended, or our articles, and our

Bylaws, as amended, or our bylaws. As used in this exhibit, and except where the context

otherwise requires, “we,” “us,” and “our” refer to Stryker Corporation.

Capital Stock

Our authorized capital stock consists of (1) 1,000,000,000 shares of common stock, $0.10

par value per share and (2) 500,000 shares of preferred stock, $1.00 par value per share.

Common Stock

Each share of common stock entitles the holder thereof to one vote for each share held by

it of record on each matter submitted to a vote. Other than the election of directors, if an action is

to be taken by vote of the shareholders, it will be authorized by a majority of the votes cast by the

holders of shares entitled to vote on the action, unless a greater vote is required in our articles or

bylaws. Directors are elected by a majority of the votes cast by the holders of shares entitled to

vote (and for such purpose, a majority of the votes cast means that the number of shares voted

“for” a nominee must exceed the number of votes cast “against” that nominee); provided,

however, that if as of the record date for a meeting at which directors will be elected, there are

more nominees than positions on the board of directors to be filled by election at such meeting,

each director shall be elected by a plurality of the votes cast at the election.

Subject to the prior payment or provision therefor of dividends on the preferred stock, if

any, holders of the common stock are entitled to receive ratably such dividends, if any, as may be

declared from time to time by our Board of Directors out of funds legally available therefor.

Holders of our common stock have no conversion, preemptive or other rights to subscribe for

any securities of ours, and there are no redemption or sinking fund provisions with respect to

such shares. In the event of any liquidation, dissolution or distribution of our assets and after

satisfaction of the preferential requirements of the preferred stock, if any, holders of common

stock will be entitled to share ratably in the distribution of the remaining assets of the Company

available for distribution. The rights, preferences and privileges of holders of common stock are

subject to applicable law and the rights of the holders of any shares of preferred stock and any

additional classes of stock that we may issue in the future.

Preferred Stock

Our articles authorize our Board of Directors to issue up to 500,000 shares of preferred

stock in one or more series, with such distinctive designation or title and in such number of

shares as may be authorized by our Board of Directors. Our Board of Directors is authorized to

prescribe the relative rights and preferences of each series, and the limitations applicable thereto,

Exhibit 4(xxv)

including but not limited to the following: (1) the voting powers, full, special, or limited, or no

voting powers of each such series; (2) the rate, terms and conditions on which dividends will be

paid, whether such dividends will be cumulative, and what preference such dividends shall have

in relation to the dividends on other series or classes of stock; (3) the rights, terms and

conditions, if any, for conversion of such series of preferred stock into shares of other series or

classes of stock; (4) any right of the Company to redeem the shares of such series of preferred

stock, and the price, time and conditions of such redemption, including the provisions for any

sinking fund; and (5) the rights of holders of such series of preferred stock in relation to the

rights of other series and classes of stock upon the liquidation, dissolution or distribution of our

assets. Unless otherwise provided by our Board of Directors, upon repurchase by the Company,

redemption or conversion, shares of preferred stock will revert to authorized but unissued shares

and may be reissued as shares of any series of preferred stock.

Limitation of Liability

Our articles provide that, to the full extent authorized or permitted by the MBCA,

directors of Stryker will not be personally liable to Stryker or its shareholders for any acts or

omissions in such person’s capacity as a director. Such limitation of liability does not affect the

availability of equitable remedies such as injunctive relief or rescission. These provisions will

not limit the liability of directors under federal securities laws.

Certain Statutory, Articles and Bylaw Provisions Affecting Shareholders

Certain provisions in our articles and bylaws and the MBCA may have the effect of

delaying, deferring or preventing a change of control of the Company or may operate only with

respect to extraordinary corporate transactions involving the Company.

Business Combination Act

We are subject to the provisions of Chapter 7A of the MBCA, which provides that

business combinations between a Michigan corporation and a beneficial owner of shares entitled

to 10% or more of the voting power of such corporation generally require the affirmative vote of

90% of the votes of each class of stock entitled to vote and not less than two-thirds of each class

of stock entitled to vote (excluding voting shares owned by such 10% owner). Chapter 7A

defines a “business combination” to encompass any merger, conversion, consolidation, share

exchange, sale, lease, transfer or other disposition of assets, stock issue, liquidation, dissolution

or reclassification of securities involving an interested shareholder or certain affiliates. An

“interested shareholder” is generally any person who owns 10% or more of the voting shares of

the corporation. An “affiliate” is a person who directly or indirectly controls, is controlled by, or

is under common control with, a specified person. Such requirements do not apply if the

transaction satisfies fairness standards, other specified conditions are met and the interested

shareholder has been such for at least five years.

Article and Bylaw Provisions

Our articles and bylaws include a number of provisions that may have the effect of

encouraging persons considering unsolicited tender offers or other unilateral takeover proposals

to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts.

These provisions include an advance notice requirement for director nominations and actions to

Exhibit 4(xxv)

be taken at annual meetings of shareholders and the availability of authorized but unissued blank

check preferred stock.

Advance Notice Requirement

Our bylaws set forth advance notice procedures with regard to shareholder proposals

relating to the nomination of candidates for election as directors or new business to be presented

at meetings of shareholders. These procedures provide that notice of such shareholder proposals

must be timely given in writing to the secretary of Stryker prior to the meeting at which the

action is to be taken. Generally, to be timely, notice must be received at the principal executive

offices of Stryker not less than 90 days nor more than 120 days prior to the meeting. The advance

notice requirement does not give the Board of Directors any power to approve or

disapprove shareholder director nominations or proposals but may have the effect of precluding

the consideration of certain business at a meeting if the proper notice procedures are not

followed.

Special Meetings of Shareholders

Under our bylaws, special meetings of shareholders may be called by the chair of our

Board of Directors, our chief executive officer, our president or by order of our Board of

Directors. Our bylaws provide that a special meeting of the shareholders shall be called by the

chief executive officer upon written request of one or more record holders of shares of our

common stock representing not less than 25% of our issued and outstanding shares of common

stock.

Blank Check Preferred Stock

Our preferred stock could be deemed to have an anti-takeover effect in that, if a hostile

takeover situation should arise, shares of preferred stock could be issued to purchasers

sympathetic with our management or others in such a way as to render more difficult or to

discourage a merger, tender offer, proxy contest, the assumption of control by a holder of a large

block of our securities or the removal of incumbent management.

The effects of the issuance of one or more series of the preferred stock on the holders of

our common stock could include:

1.reduction of the amount otherwise available for payments of dividends on common stock

if dividends are payable on the series of preferred stock;

2.restrictions on dividends on our common stock if dividends on the series of preferred

stock are in arrears;

3.dilution of the voting power of our common stock if the series of preferred stock has

voting rights, including a possible “veto” power if the series of preferred stock has class

voting rights;

4.dilution of the equity interest of holders of our common stock if the series of preferred

stock is convertible, and is converted, into our common stock; and

5.restrictions on the rights of holders of our common stock to share in our assets upon

liquidation until satisfaction of any liquidation preference granted to the holders of the

series of preferred stock.

Exhibit 4(xxv)

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC.

Listing

Our common stock is listed on the New York Stock Exchange under the symbol “SYK.”

Exhibit 4(xxv)

Description of Debt Securities:

2.125% Notes due 2027

2.625% Notes due 2030

The Company’s 2.125% Notes due 2027 (the “2027 notes”) and the Company’s 2.625% Notes

due 2030 (the “2030 notes” and, together with the 2027 notes, the “notes”) were issued under a

base indenture, dated as of January 15, 2010, between the Company and U.S. Bank Trust

Company, National Association, as trustee, as supplemented by the applicable supplemental

indenture governing a particular series of notes (as so supplemented, the “Indenture”). This

summary is subject to and qualified in its entirety by reference to all of the provisions of the

Indenture and the notes, including definitions of certain terms used in the Indenture and the

notes.

General

The 2027 notes and the 2030 notes were issued as separate series of debt securities under

the Indenture. The notes are senior unsecured obligations of ours and rank equally in right of

payment with our other existing and future senior unsecured indebtedness. The notes are not

secured by any of our assets. Any future claims of our secured lenders with respect to assets

securing their loans will be prior to any claim of the holders of the notes with respect to those

assets. Holders of secured debt that we have now or may issue in the future may foreclose on the

assets securing such debt, reducing the cash flow from the foreclosed property available for

payment of unsecured debt, including the notes. Holders of our secured debt also would have

priority over unsecured creditors in the event of our bankruptcy, liquidation or similar

proceeding to the extent of the value of the collateral securing such debt. The notes are

structurally subordinated to all liabilities of our subsidiaries, including trade payables. Because

we conduct many of our operations through our subsidiaries, our right to participate in any

distribution of the assets of a subsidiary when it winds up its business is subject to the prior

claims of the creditors of that subsidiary. This means that your right to payment as a holder of

our notes is also subject to the prior claims of these creditors if a subsidiary liquidates or

reorganizes or otherwise winds up its business. If we are a creditor of any of our subsidiaries, our

right as a creditor would be subordinated to any security interest in the assets of those

subsidiaries and any indebtedness of our subsidiaries senior in right of payment to that held by

us.

The Indenture does not limit the amount of notes, unsecured debentures or other

evidences of indebtedness that we may issue under the Indenture and provides that notes,

unsecured debentures or other evidences of indebtedness may be issued from time to time in one

or more series. We may from time to time, without notice to or the consent of the holders of the

notes, create and issue additional notes of any series having the same ranking and terms and

conditions as the notes of the same series, except for the issue date, the public offering price and,

in some cases, the first interest payment date. Any additional notes having such similar terms,

together with the notes offered of the same series, will constitute a single series of securities

under the Indenture.

Exhibit 4(xxv)

We issued the notes in fully registered book-entry form without coupons and in

denominations of €100,000 and integral multiples of €1,000 thereafter.

Principal of and interest on the notes are payable, and the notes are transferable or

exchangeable, at the office or offices or agency maintained by us for these purposes. Payment of

interest on the notes may be made at our option by check mailed to the registered holders thereof.

The 2027 notes and the 2030 notes are listed on the New York Stock Exchange under the

symbols “SYK27,” and “SYK30,” respectively. We have no obligation to maintain such listings,

and we may delist any series of the notes at any time.

U.S. Bank Trust Company, National Association is registrar and transfer agent for the

notes. Upon notice to the trustee, we may change the registrar or transfer agent.

Interest

The 2027 notes and the 2030 notes bear interest from the date of issuance, payable

annually on November 30 of each year, beginning November 30, 2019, to the persons in whose

names such notes are registered at the close of business on the business day (for this purpose, a

day on which Clearstream and Euroclear are open for business) immediately preceding the

relevant interest payment. Interest on the notes is computed on the basis of the actual number of

days in the period for which interest is being calculated and the actual number of days from and

including the last date on which interest was paid on the notes, to, but excluding, the next

scheduled interest payment date. This payment convention is referred to as Actual/Actual

(ICMA) as defined in the rulebook of the International Capital Market Association.

If any interest payment date would otherwise be a day that is not a business day, such

interest payment date will be postponed to the next date that is a business day and no interest will

accrue on the amounts payable from and after such interest payment date to the next business

day. If the maturity date of any series of the notes falls on a day that is not a business day, the

related payment of principal, premium, if any, and interest will be made on the next business day

as if it were made on the date such payment was due, and no interest will accrue on the amounts

so payable for the period from and after such date to the next business day.

Business Day

For purposes of the notes, a “business day” is any day that is not a Saturday, Sunday or

other day on which banking institutions in New York City, London or another place of payment

on the notes are authorized or required by law to close and on which the Trans-European

Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or

any successor thereto, is open.

Issuance in euro

All payments of interest, premium, if any, and principal, including payments made upon

any redemption or repurchase of the notes, will be made in euro; provided that if the euro is

unavailable to us due to the imposition of exchange controls or other circumstances beyond our

Exhibit 4(xxv)

control or if the euro is no longer being used by the then member states of the European

Monetary Union that have adopted the euro as their currency or for the settlement of

transactions by public institutions of or within the international banking community, then all

payments in respect of the notes will be made in U.S. dollars until the euro is again available to

us or so used. In such circumstances, the amount payable on any date in euro will be converted

into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System

as of the close of business on the second business day prior to the relevant payment date or, if the

Board of Governors of the Federal Reserve System has not announced a rate of conversion, on

the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal

on or prior to the second business day prior to the relevant payment date or, in the event The

Wall Street Journal has not published such exchange rate, the rate is determined in our sole

discretion on the basis of the most recently available market exchange rate for the euro. Any

payment in respect of the notes so made in U.S. dollars does not constitute an Event of Default

(as defined in the Indenture). Neither the trustee nor the paying agent shall have any

responsibility for any calculation or conversion in connection with the foregoing.

Optional Redemption

We may redeem the notes prior to August 31, 2027 in the case of the 2027 notes and

August 31, 2030 in the case of the 2030 notes, in whole, at any time, or in part, from time to

time, at our option, for cash, at a redemption price equal to the greater of:

1)  100% of the principal amount of the applicable series of the notes to be redeemed; or

2)  an amount determined by the Quotation Agent (as defined below) equal to the sum of the

present values of the remaining scheduled payments of principal, premium, if any, and interest

thereon (not including any portion of such payments of interest accrued to the date of

redemption) to August 31, 2027 with respect to the 2027 notes and August 31, 2030 with respect

to the 2030 notes, discounted to the date of redemption on an annual basis (Actual/Actual

(ICMA) at the Comparable Government Bond Rate (as defined below), plus 30 basis points with

respect to the 2027 notes and 35 basis points with respect to the 2030 notes, plus accrued and

unpaid interest thereon to, but not including, the date of redemption.

On or after August 31, 2027, in the case of the 2027 notes and August 31, 2030, in the

case of the 2030 notes, we may redeem the applicable series of the notes, in whole, at any time,

or in part, from time to time, at our option, for cash, at a redemption price equal to 100% of the

principal amount of such series of the notes, plus accrued and unpaid interest to, but not

including, the redemption date.

The principal amount of any note remaining outstanding after a redemption in part shall

be €100,000 or a higher integral multiple of €1,000. Notwithstanding the foregoing, installments

of interest on any series of the notes that are due and payable on interest payment dates falling on

or prior to a redemption date will be payable on the interest payment date to the registered

holders as of the close of business on the relevant record date.

“Comparable Government Bond” means, in relation to any Comparable Government

Bond Rate calculation, at the discretion of an independent investment bank selected by us (the

Exhibit 4(xxv)

“Quotation Agent”), a German government bund whose maturity is closest to the par call date, or

if such Quotation Agent in its discretion determines that such similar bond is not in issue, such

other German government bund as such Quotation Agent may, with the advice of three brokers

of, and/or market makers in, German government bunds selected by us, determine to be

appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the price, expressed as a percentage

(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross

redemption yield on the notes to be redeemed, if they were to be purchased at such price on the

third business day prior to the date fixed for redemption, would be equal to the gross redemption

yield on such business day of the Comparable Government Bond on the basis of the middle

market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on

such business day as determined by the Quotation Agent selected by us.

Notice of any redemption will be mailed (or, in the case of notes held in book-entry form,

be transmitted electronically) at least 10 days but not more than 60 days before the redemption

date to each registered holder of the applicable series of the notes to be redeemed. Unless we

default in payment of the redemption price, on and after the redemption date, interest will cease

to accrue on the applicable series of the notes or portions thereof called for redemption. If less

than all of the applicable series of the notes are to be redeemed, the notes to be redeemed will be

selected by the trustee in accordance with the standard procedures of the depositary. If the notes

to be redeemed are not global notes then held by Euroclear or Clearstream, the trustee will select

the notes to be redeemed on a pro rata basis. If the notes are listed on the NYSE or any other

national securities exchange, the trustee will select notes in compliance with the requirements of

the NYSE or other principal national securities exchange on which the notes are listed.

Notwithstanding the foregoing, if less than all of a series of notes are to be redeemed, no

notes of such series of a principal amount of €100,000 or less shall be redeemed in part. If money

sufficient to pay the redemption price on the series of notes (or portions thereof) to be redeemed

on the redemption date is deposited with the paying agent on or before the redemption date and

certain other conditions are satisfied, then on and after such redemption date, interest will cease

to accrue on such series of the notes (or such portion thereof) called for redemption.

Optional Redemption for Tax Reasons

The notes of any series may be redeemed at our option in whole, but not in part, on not

less than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of such series,

together with accrued and unpaid interest, if any, to, but excluding, the redemption date if, as a

result of any change in, or amendment to, the laws, regulations or rulings of the United States (or

any political subdivision or taxing authority thereof or therein having power to tax), or any

change in official position regarding application or interpretation of those laws, regulations or

rulings (including a holding by a court of competent jurisdiction), which change, amendment,

application or interpretation is announced or becomes effective on or after the original issue date

with respect to the notes, we become or, based upon a written opinion of independent counsel

selected by us, will become obligated to pay additional amounts as described below in “—

Payment of Additional Amounts.”

Exhibit 4(xxv)

Payment of Additional Amounts

All payments of principal, interest, and premium, if any, in respect of the notes will be

made free and clear of, and without withholding or deduction for, any present or future taxes,

assessments, duties or governmental charges of whatever nature imposed, levied or collected by

the United States (or any political subdivision or taxing authority thereof or therein having power

to tax), unless such withholding or deduction is required by law or the official interpretation or

administration thereof.

We will, subject to the exceptions and limitations set forth below, pay as additional

interest in respect of the notes such additional amounts as are necessary in order that the net

payment by us of the principal of, premium, if any, and interest in respect of the notes to a holder

who is not a United States person (as defined below), after withholding or deduction for any

present or future tax, assessment, duties or other governmental charge imposed by the United

States (or any political subdivision or taxing authority thereof or therein having power to tax),

will not be less than the amount provided in the notes to be then due and payable; provided,

however, that the foregoing obligation to pay additional amounts shall not apply:

1)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the holder (or the beneficial owner for whose benefit such holder holds such note), or a

fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate,

trust, partnership or corporation, or a person holding a power over an estate or trust administered

by a fiduciary holder, being considered as:

a)  being or having been engaged in a trade or business in the United States or having or

having had a permanent establishment in the United States;

b)  having a current or former connection with the United States (other than a connection

arising solely as a result of the ownership of the notes, the receipt of any payment in respect of

the notes or the enforcement of any rights hereunder), including being or having been a citizen or

resident of the United States;

c)  being or having been a personal holding company, a passive foreign investment company

or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt

organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax;

d)  being or having been a “10-percent shareholder” of the Company as defined in section

871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any

successor provision; or

e)  being a bank receiving payments on an extension of credit made pursuant to a loan

agreement entered into in the ordinary course of its trade or business, as described in section

881(c)(3)(A) of the Code or any successor provision;

2)  to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or

that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but

only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with

respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability

company or other fiscally transparent entity would not have been entitled to the payment of an

additional amount had the beneficiary, settlor, beneficial owner or member received directly its

beneficial or distributive share of the payment;

Exhibit 4(xxv)

3)  to the extent any tax, assessment or other governmental charge that would not have been

imposed but for the failure of the holder or any other person to comply with certification,

identification or information reporting requirements concerning the nationality, residence,

identity or connection with the United States of the holder or beneficial owner of the notes, if

compliance is required by statute, by regulation of the United States or any taxing authority

therein or by an applicable income tax treaty to which the United States is a party as a

precondition to exemption from such tax, assessment or other governmental charge;

4)  to any tax, assessment or other governmental charge that is imposed otherwise than by

withholding by us or a paying agent from the payment;

5)  to any tax, assessment or other governmental charge required to be withheld by any paying

agent from any payment of principal of or interest on any notes, if such payment can be made

without such withholding by any other paying agent;

6)  to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or

similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of

notes;

7)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the presentation by the holder of any note, where presentation is required, for payment on

a date more than 30 days after the date on which payment became due and payable or the date on

which payment thereof is duly provided for, whichever occurs later except to the extent that the

beneficiary or holder thereof would have been entitled to the payment of additional amounts had

such note been presented for payment on any day during such 30-day period;

8)  to any tax, assessment or other governmental charge imposed under sections 1471 through

1474 of the Code (or any amended or successor provisions), any current or future regulations or

official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the

Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement entered into in connection with the implementation of such

sections of the Code, whether currently in effect or as published and amended from time to time;

9)  to any tax, assessment or other governmental charge that is imposed or withheld solely by

reason of a change in law, regulation, or administrative or judicial interpretation that becomes

effective more than 15 days after the payment becomes due or is duly provided for, whichever

occurs later; or

10) in the case of any combination of the above numbered items.

The notes are subject in all cases to any tax, fiscal or other law or regulation or

administrative or judicial interpretation applicable to the notes. Except as specifically provided

under this heading “—Payment of Additional Amounts,” we are not required to make any

payment for any tax, assessment or other governmental charge imposed by any government or a

political subdivision or taxing authority of or in any government or political subdivision.

As used under this heading “—Payment of Additional Amounts” and under the heading

“—Optional Redemption for Tax Reasons,” the term “United States” means the United States of

America, its territories and possessions, the states of the United States and the District of

Columbia, and the term “United States person” means (i) any individual who is a citizen or

resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership

or other entity created or organized in or under the laws of the United States, any state of the

Exhibit 4(xxv)

United States or the District of Columbia (other than a partnership that is not treated as a United

States person for United States federal income tax purposes), (iii) any estate the income of which

is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United

States court can exercise primary supervision over the administration of the trust and one or more

United States persons can control all substantial trust decisions, or if a valid election is in place

to treat the trust as a United States person.

Repurchase at the Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs in respect of a series

of notes, unless we have exercised our right to redeem the notes of such series as described

above under “—Optional Redemption,” we will be required to make an offer (a “Change of

Control Offer”) to each holder of notes of such series to repurchase all or any part (in minimum

denominations of €100,000 and integral multiples of €1,000 original principal amount above that

amount) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate

principal amount of notes repurchased plus any accrued and unpaid interest on the notes

repurchased to, but not including, the date of such repurchase. Within 30 days following any

Change of Control Repurchase Event or, at our option, prior to any Change of Control (as

defined below), but after the public announcement of an impending Change of Control, we will

mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions

that constitute or may constitute the Change of Control Repurchase Event and offering to

repurchase notes on the payment date specified in the notice, which date will be no earlier than

30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed

prior to the date of consummation of the Change of Control, state that the offer to purchase is

conditioned on the Change of Control Repurchase Event occurring on or prior to the payment

date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act

of 1934, as amended, or the Exchange Act, and any other securities laws and regulations

thereunder, to the extent those laws and regulations are applicable in connection with the

repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that

the provisions of any securities laws or regulations conflict with the Change of Control

Repurchase Event provisions of the notes, we will comply with the applicable securities laws and

regulations and will not be deemed to have breached our obligations under the Change of Control

Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

1.accept for payment all notes or portions of notes (in minimum denominations of

€100,000 and integral multiples of €1,000 original principal amount above that amount)

properly tendered pursuant to our offer;

2.deposit with the paying agent an amount equal to the aggregate purchase price in respect

of all notes or portions of notes properly tendered; and

3.deliver or cause to be delivered to the trustee for cancellation the notes properly accepted,

together with an officers’ certificate stating the aggregate principal amount of notes being

repurchased by us.

Exhibit 4(xxv)

The paying agent will promptly mail to each holder of notes properly tendered the

purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be

transferred by book-entry) to each holder a new note equal in principal amount to any

unpurchased portion of any notes surrendered; provided, that each new note will be in minimum

denominations of €100,000 and integral multiples of €1,000 original principal amount above that

amount.

We will not be required to make a Change of Control Offer upon a Change of Control

Repurchase Event if (i) a third party makes such an offer in the manner, at the times and

otherwise in compliance with the requirements for a Change of Control Offer made by us and

such third party purchases all notes properly tendered and not withdrawn under its offer or (ii)

we have previously or concurrently mailed a redemption notice with respect to all of the

outstanding notes as described under “Optional Redemption” above.

If holders of not less than 90% in aggregate principal amount of the outstanding notes of

any series validly tender and do not withdraw such notes in a Change of Control Offer and we, or

any third party making such an offer in lieu of us as described above, purchases all of the notes

of such series validly tendered and not withdrawn by such holders, we or such third party will

have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such

notice is given not more than 30 days following such repurchase pursuant to the Change of

Control Offer described above, to redeem all notes of such series that remain outstanding

following such purchase on a date specified in such notice (the “Second Change of Control

Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of notes

of such series repurchased plus any accrued and unpaid interest on the notes repurchased to, but

not including, the Second Change of Control Payment Date.

We have no present intention to engage in a transaction involving a Change of Control,

although it is possible that we would decide to do so in the future. We could, in the future, enter

into certain transactions, including acquisitions, refinancings or other recapitalizations, that

would not constitute a Change of Control but that could increase the amount of debt outstanding

at such time or otherwise affect our capital structure or credit ratings.

Definitions

“Below Investment Grade Rating Event” means the notes of such series are rated below

Investment Grade by each of the Rating Agencies on any date during the period commencing

upon the first public notice of the occurrence of a Change of Control or our intention to effect a

Change of Control and ending 60 days following public notice of the occurrence of the related

Change of Control (which period shall be extended so long as the rating of the notes of such

series is under publicly announced consideration for possible downgrade by any of the Rating

Agencies, provided that no such extension shall occur if on such 60th day the notes of such series

are rated Investment Grade by at least one of such Rating Agency and are not subject to review

for possible downgrade by such Rating Agency); provided further that a Below Investment

Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be

deemed to have occurred in respect of a particular Change of Control (and thus shall not be

deemed a Below Investment Grade Rating Event for purposes of the definition of Change of

Exhibit 4(xxv)

Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to

which this definition would otherwise apply do not announce or publicly confirm or inform the

trustee in writing at its request that the reduction was the result, in whole or in part, of any event

or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of

Control (whether or not the applicable Change of Control shall have occurred at the time of the

Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

1)  the direct or indirect sale, transfer, conveyance or other disposition (other than by way of

merger or consolidation), in one or a series of related transactions, of all or substantially all of

our assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in

Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

2)  the adoption of a plan relating to our liquidation or dissolution;

3)  the first day on which a majority of the members of our Board of Directors are not

Continuing Directors; or

4)  the consummation of any transaction (including, without limitation, any merger or

consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of

the Exchange Act), other than us or one or more of our subsidiaries, becomes the beneficial

owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50%

of the then outstanding number of shares of our Voting Stock.

Notwithstanding the foregoing, a transaction will not be considered to be a Change of

Control if (a) we become a direct or indirect wholly-owned subsidiary of a holding company and

(b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of

the holding company are substantially the same as the holders of our Voting Stock immediately

prior to that transaction or (ii) immediately following that transaction, no person is the beneficial

owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of

Control and a Below Investment Grade Rating Event.

“Continuing Directors” means, as of any date of determination, any member of our Board

of Directors who (1) was a member of such Board of Directors on the date of the issuance of the

notes; or (2) was nominated for election, elected or appointed to such Board of Directors with the

approval of a majority of the Continuing Directors who were members of such Board of

Directors at the time of such nomination, election or appointment (either by a specific vote or by

approval of our proxy statement in which such member was named as a nominee for election as a

director). “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent

under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its

equivalent under any successor rating categories of S&P) or the equivalent investment grade

credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation,

and its successors.

Exhibit 4(xxv)

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or

S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons

outside of our control, a “nationally recognized statistical rating organization” within the

meaning of Section 3(a)(62) under the Exchange Act, selected by us as a replacement agency for

Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings Inc., a division of S&P Global Inc. and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such

person that is at the time entitled to vote generally in the election of the board of directors of such

person. The definition of “Change of Control” includes a phrase relating to the direct or indirect

sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and those

of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting

the phrase “substantially all,” there is no precise established definition of the phrase under

applicable law. Accordingly, the ability of a holder of notes to require us to repurchase the notes

as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the

assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

Certain Covenants

Limitation on Liens

The Indenture contains a covenant that we will not, and we will not permit any of our

Restricted Subsidiaries to, issue, assume or guarantee any Indebtedness secured by any Mortgage

upon any of our Principal Properties or those of any of our Restricted Subsidiaries without

equally and ratably securing the notes (and, if we so determine, any other Indebtedness ranking

equally with the notes) with such Indebtedness.

This covenant will not prevent us or any of our Restricted Subsidiaries from issuing,

assuming or guaranteeing:

1.any purchase money mortgage on such Principal Property prior to, simultaneously with

or within 180 days after the later of (1) the acquisition or completion of construction or

completion of substantial reconstruction, renovation, remodeling, expansion or

improvement (each, a substantial improvement”) of such Principal Property or (2) the

placing in operation of such property after the acquisition or completion of any such

construction or substantial improvement;

2.Mortgages on a Principal Property existing at the time of acquisition, including

acquisition through merger or consolidation;

3.Mortgages existing on the date of the initial issuance of the notes, Mortgages on assets of

a corporation or other business entity existing on the date it becomes a Restricted

Subsidiary or is merged or consolidated with us or a Restricted Subsidiary or at the time

the corporation or the business entity sells, leases or otherwise disposes of its property as

an entirety or substantially as an entirety to us or a Restricted Subsidiary or Mortgages on

the assets of a Subsidiary that is newly designated as a Restricted Subsidiary if the

Mortgage would have been permitted under the provisions of this paragraph if such

Mortgage was created while the Subsidiary was a Restricted Subsidiary;

Exhibit 4(xxv)

4.Mortgages in favor of us or a Restricted Subsidiary;

5.Mortgages for taxes, assessments or governmental charges or levies that are not

delinquent or that are being contested in good faith;

6.Carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanic’s, landlords’ and other

similar Mortgages arising in ordinary course of business that are not delinquent or remain

payable without penalty or that are being contested in good faith;

7.Mortgages (other than any Mortgage imposed by the Employee Retirement Income

Security Act of 1974) consisting of pledges or deposits required in the ordinary course of

business in connection with workers’ compensation, unemployment insurance and other

social security legislation;

8.Easements, rights-of-way, restrictions, encroachments, imperfections and other similar

encumbrances affecting real property that, in the aggregate, are not substantial in amount

and do not in any case materially detract from the value of the Principal Property subject

thereto or materially interfere with the ordinary conduct of our and our Subsidiaries’

business, taken as a whole;

9.Mortgages arising by reason of deposits with, or the giving of any form of security to,

any governmental agency or anybody created or approved by law or governmental

regulation, including any zoning or similar law or right reserved to or vested in any

governmental office or agency to control or regulate the use of any real property;

10.Mortgages arising from filing Uniform Commercial Code financing statements relating

solely to leases; and

11.Mortgages to secure Indebtedness incurred to extend, renew, refinance or replace

Indebtedness secured by any Mortgages referred to above, provided that the principal

amount of the extended, renewed, refinanced or replaced Indebtedness does not exceed

the principal amount of Indebtedness so extended, renewed, refinanced or replaced, plus

transaction costs and fees, and that any such Mortgage applies only to the same property

or assets subject to the prior permitted Mortgage (and, in the case of real property,

improvements).

Limitations on Sale and Leaseback Transactions

The Indenture contains a covenant that we will not, and will not permit our Restricted

Subsidiaries to, enter into any arrangement with any person providing for the leasing by us or

any Restricted Subsidiary of any Principal Property owned or acquired thereafter that has been or

is to be sold or transferred by us or such Restricted Subsidiary to such person with the intention

of taking back a lease of such Principal Property, a “sale and leaseback transaction,” without

equally and ratably securing the notes (and, if we shall so determine, any other Indebtedness

ranking equally with the notes), unless:

1.within 180 days after the receipt of the proceeds of the sale or transfer, we or any

Restricted Subsidiary apply an amount equal to the greater of the net proceeds of the sale

or transfer or the fair value of such Principal Property at the time of such sale or transfer

to any (or a combination) of (1) the prepayment or retirement (other than any mandatory

prepayment or retirement) of our Senior Funded Debt or (2) the purchase, construction,

development, expansion or improvement of other comparable property, subject in each

case to credits for voluntary retirements of Senior Funded Debt; or

Exhibit 4(xxv)

2.we or such Restricted Subsidiary would be entitled, at the effective date of the sale or

transfer, to incur Indebtedness secured by a Mortgage on such Principal Property, in an

amount at least equal to the Attributable Debt in respect of the sale and leaseback

transaction, without equally and ratably securing the notes pursuant to “—Limitation on

Liens” described above.

The foregoing restriction will not apply to:

1.any sale and leaseback transaction for a term of not more than three years including

renewals;

2.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within three years after the later of (1)

the date of the issuance of the notes under the Supplemental Indenture, or (2) the date

such Principal Property was acquired;

3.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within 180 days after the later of the date

such property was acquired and, if applicable, the date such property was first placed in

operation; or

4.any sale and leaseback transaction between us and a Restricted Subsidiary or between

Restricted Subsidiaries.

Exception to Limitations for Exempted Debt

Notwithstanding the limitations in the Indenture on liens and sale and leaseback

transactions, we or our Restricted Subsidiaries may, in addition to amounts permitted under such

restrictions and without equally and ratably securing the notes, create or assume and renew,

extend or replace Mortgages, or enter into sale and leaseback transactions without any obligation

to retire any Senior Funded Debt of us or any Restricted Subsidiary, provided that at the time of

such creation, assumption, renewal, extension or replacement of a Mortgage or at the time of

entering into such sale and leaseback transactions, and after giving effect thereto, Exempted Debt

does not exceed 15% of our Consolidated Net Tangible Assets.

Definitions

For purposes of the Indenture:

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of

determination, the present value (discounted at the imputed rate of interest of such transaction as

determined in good faith by us) of the obligation of the lessee for net rental payments during the

remaining term of the lease included in such sale and leaseback transaction (including any period

for which such lease has been extended or may, at the option of the lessor, be extended). The

term “net rental payments” under any lease for any period means the sum of the rental and other

payments required to be paid in such period by the lessee thereunder, not including any amounts

required to be paid by such lessee (whether or not designated as rental or additional rent) on

account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges

required to be paid by such lessee thereunder or any amount required to be paid by lessee

thereunder contingent upon the amount of maintenance and repairs, insurance, taxes,

assessments, water rates or similar charges. In the case of any lease that is terminable by the

Exhibit 4(xxv)

lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount

determined assuming termination upon the first date such lease may be terminated (in which case

the net amount shall also include the amount of the penalty, but shall not include any rent that

would be required to be paid under such lease subsequent to the first date upon which it may be

so terminated) or (y) the net amount determined assuming no such termination.

“Consolidated Net Tangible Assets” means the total amounts of assets (less depreciation

and valuation reserves and other reserves and items deductible from gross book value of specific

asset accounts under generally accepted accounting principles) that under generally accepted

accounting principles would be included on a consolidated balance sheet of us and our

consolidated Restricted Subsidiaries after deducting (1) all current liabilities, excluding current

liabilities that could be classified as long-term debt under generally accepted accounting

principles and current liabilities that are by their terms extendable or renewable at the obligor’s

option to a time more than 12 months after the time as of which the amount of current liabilities

is being computed; (2) investments in Unrestricted Subsidiaries; and (3) all trade names,

trademarks, licenses, patents, copyrights and goodwill, organizational and development costs,

deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents

and similar items and tangible assets being amortized, and amortized debt discount and expense,

less unamortized premium.

“Exempted Debt” means the sum of the following items outstanding as of the date

Exempted Debt is being determined (1) Indebtedness of us and our Restricted Subsidiaries

secured by a Mortgage and not permitted to exist under the Indenture and (2) Attributable Debt

of us and our Restricted Subsidiaries in respect of all sale and leaseback transactions not

permitted under the Indenture.

“Funded Debt” means Indebtedness that matures more than one year from the date of

creation, or that is extendable or renewable at the sole option of the obligor so that it may

become payable more than one year from such date. Funded Debt does not include (1)

obligations created pursuant to leases, (2) any Indebtedness or portion thereof maturing by its

terms within one year from the time of any computation of the amount of outstanding

Funded Debt unless such Indebtedness shall be extendable or renewable at the sole option of the

obligor in such manner that it may become payable more than one year from such time, or (3)

any Indebtedness for the payment or redemption of which money in the necessary amount shall

have been deposited in trust either at or before the maturity date thereof.

“Indebtedness” means any and all of the obligations of a person for money borrowed that

in accordance with generally accepted accounting principles would be reflected on the balance

sheet of such person as a liability as of the date of which the Indebtedness is to be determined.

For the avoidance of doubt, a change in generally accepted accounting principles subsequent to

the issue date of the notes shall not be deemed an incurrence of Indebtedness.

“Investment” means any investment in stock, evidences of Indebtedness, loans or

advances, however made or acquired, but does not include our account receivable or the accounts

receivable of any Restricted Subsidiary arising from transactions in the ordinary course of

Exhibit 4(xxv)

business, or any evidences of Indebtedness, loans or advance made in connection with the sale to

any Subsidiary of our accounts receivable or the accounts receivable of any Restricted Subsidiary

arising from transactions in the ordinary course of business.

“Mortgage” means any mortgage, security interest, pledge, lien or other encumbrance.

“Principal Property” means all real property and improvements thereon owned by us or a

Restricted Subsidiary, including, without limitation, any manufacturing, warehouse, distribution

or research facility, and improvements therein, having a net book value in excess of 2% of

Consolidated Net Tangible Assets that is located within the United States, excluding its

territories and possessions and Puerto Rico. This term does not include any real

property and improvements thereon that our Board of Directors declares by resolution not to be

of material importance to the total business conducted by us and our Restricted Subsidiaries

taken as a whole.

“Restricted Subsidiary” means a Subsidiary that owns a Principal Property.

“Senior Funded Debt” means all Funded Debt (except Funded Debt, the payment of

which is subordinated to the payment of the notes).

“Subsidiary” means a corporation, partnership or other legal entity of which, in the case

of a corporation, more than 50% of the outstanding voting stock is owned, directly or indirectly,

by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries or, in the

case of any partnership or other legal entity, more than 50% of the ordinary capital interests is, at

the time, directly or indirectly owned or controlled by us or by one or more other Subsidiaries.

For the purposes of this definition, “voting stock” means the equity interest that ordinarily has

voting power for the election of directors, managers or trustees of an entity, or persons

performing similar functions, whether at all times or only so long as no senior class of equity

interest has such voting power by reason of any contingency.

“Unrestricted Subsidiary” means any Subsidiary other than a Restricted Subsidiary.

Consolidation, Merger and Sale of Assets

We may consolidate or merge with or into any other corporation, and we may sell or

transfer all or substantially all of our assets to another corporation, provided, among other things,

that (a) we are the surviving corporation or the corporation formed by or resulting from any such

consolidation or merger or the transferee of such assets shall be a corporation organized and

existing under the laws of the United States, any state thereof or the District of Columbia and

shall expressly assume by supplemental indenture payment of the principal of, and premium, if

any, and interest, if any, on the notes issued under the Indenture and the performance and

observance of the Indenture and (b) we or such successor corporation shall not immediately

thereafter be in default under the Indenture.

Exhibit 4(xxv)

Events of Default

The following events are defined in the Indenture as “Events of Default”:

1.default in the payment of any installment of interest on any series of notes for 30 days

after becoming due;

2.default in the payment of principal or premium, if any, of any series of notes when due;

3.default in the deposit of any sinking fund payment, when due;

4.default in the performance of any other covenant for 90 days after notice, which must be

sent by either the trustee or holders of 25% of the principal amount of the notes of the

affected series; and

5.certain events of bankruptcy, insolvency or reorganization.

If an Event of Default occurs and continues with respect to a series of notes, either the

trustee or the holders of at least 25% in principal amount of the outstanding notes of such series

may declare the entire principal amount of all of such series to be due and payable; provided that,

in the case of an Event of Default involving certain events of bankruptcy, insolvency or

reorganization, such acceleration is automatic; and, provided further, that after such acceleration,

but before a judgment or decree based on acceleration, the holders of a majority in aggregate

principal amount of the outstanding notes of that series may, subject to certain conditions,

rescind and annul such acceleration if all Events of Default, other than the nonpayment of

accelerated principal, have been cured or waived.

Description of Debt Securities:

0.750% Notes due 2029

1.000 % Notes due 2031

The Company’s 0.750% Notes due 2029 (the “2029 notes”) and 1.000% Notes due 2031

(the “2031 notes” and, together with the 2029 notes, the “notes”) were issued under a base

indenture, dated as of January 15, 2010, between the Company and U.S. Bank Trust Company,

National Association, as trustee, as supplemented by the applicable supplemental indenture

governing a particular series of notes (as so supplemented, the “Indenture”). This summary is

subject to and qualified in its entirety by reference to all of the provisions of the Indenture and

the notes, including definitions of certain terms used in the Indenture and the notes.

General

The notes were issued as separate series of debt securities under the Indenture. The notes

are senior unsecured obligations of ours and rank equally in right of payment with our other

existing and future senior unsecured indebtedness. The notes are not secured by any of our

assets. Any future claims of our secured lenders with respect to assets securing their loans will be

prior to any claim of the holders of the notes with respect to those assets. Holders of secured debt

that we have now or may issue in the future may foreclose on the assets securing such debt,

reducing the cash flow from the foreclosed property available for payment of unsecured debt,

Exhibit 4(xxv)

including the notes. Holders of our secured debt also would have priority over unsecured

creditors in the event of our bankruptcy, liquidation or similar proceeding to the extent of the

value of the collateral securing such debt. The notes are structurally subordinated to all liabilities

of our subsidiaries, including trade payables. Because we conduct many of our operations

through our subsidiaries, our right to participate in any distribution of the assets of a subsidiary

when it winds up its business is subject to the prior claims of the creditors of that subsidiary. This

means that your right to payment as a holder of our notes is also subject to the prior claims of

these creditors if a subsidiary liquidates or reorganizes or otherwise winds up its business. If we

are a creditor of any of our subsidiaries, our right as a creditor would be subordinated to any

security interest in the assets of those subsidiaries and any indebtedness of our subsidiaries senior

in right of payment to that held by us.

The Indenture does not limit the amount of notes, unsecured debentures or other

evidences of indebtedness that we may issue under the Indenture and provides that notes,

unsecured debentures or other evidences of indebtedness may be issued from time to time in one

or more series. We may from time to time, without notice to or the consent of the holders of the

notes, create and issue additional notes of any series having the same ranking and terms and

conditions as the notes of the same series, except for the issue date, the public offering price and,

in some cases, the first interest payment date. Any additional notes having such similar terms,

together with the notes offered of the same series, will constitute a single series of securities

under the Indenture. If the additional notes of a series, if any, are not fungible with the notes of

that series offered for U.S. federal income tax purposes, the additional notes will have a separate

CUSIP number.

We issued the notes in fully registered book-entry form without coupons and in

denominations of €100,000 and integral multiples of €1,000 thereafter.

Principal of and interest on the notes are payable, and the notes are transferable or

exchangeable, at the office or offices or agency maintained by us for these purposes. Payment of

interest on the notes may be made at our option by check mailed to the registered holders thereof.

The 2029 notes and the 2031 notes are listed on the New York Stock Exchange under the

symbols “SYK29” and “SYK31,” respectively. We have no obligation to maintain such listings,

and we may delist any series of the notes at any time.

Elavon Financial Services DAC, U.K. Branch is paying agent for the notes. U.S. Bank

Trust Company, National Association is registrar and transfer agent for the notes. Upon notice to

the trustee, we may change the paying agent, registrar or transfer agent.

Interest

The 2031 notes bear interest from the date of issuance, payable annually on December 3

of each year, beginning December 3, 2020, and the 2029 notes bear interest from the date of

issuance, payable annually on March 1 of each year, beginning March 1, 2021, to the persons in

whose names such notes are registered at the close of business on the business day (for this

purpose, a day on which Clearstream and Euroclear are open for business) immediately

Exhibit 4(xxv)

preceding the relevant interest payment. Interest on the notes is computed on the basis of the

actual number of days in the period for which interest is being calculated and the actual number

of days from and including the last date on which interest was paid on the notes (or December 3,

2019, if no interest has been paid on the applicable series of notes), to, but excluding, the next

scheduled interest payment date. This payment convention is referred to as Actual/Actual

(ICMA) as defined in the rulebook of the International Capital Market Association.

If any interest payment date would otherwise be a day that is not a business day, such

interest payment date will be postponed to the next date that is a business day and no interest will

accrue on the amounts payable from and after such interest payment date to the next business

day. If the maturity date of any series of notes falls on a day that is not a business day, the related

payment of principal, premium, if any, and interest will be made on the next business day as if it

were made on the date such payment was due, and no interest will accrue on the amounts so

payable for the period from and after such date to the next business day.

Business Day

For purposes of the notes, a “business day” is any day that is not a Saturday, Sunday or

other day on which banking institutions in New York City, London or another place of payment

on the notes are authorized or required by law to close and on which the Trans-European

Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or

any successor thereto, is open.

Issuance in euro

All payments of interest, premium, if any, and principal, including payments made upon

any redemption or repurchase of the notes, will be made in euro; provided that if the euro is

unavailable to us due to the imposition of exchange controls or other circumstances beyond our

control or if the euro is no longer being used by the then member states of the European

Monetary Union that have adopted the euro as their currency or for the settlement of transactions

by public institutions of or within the international banking community, then all payments in

respect of the notes will be made in U.S. dollars until the euro is again available to us or so used.

In such circumstances, the amount payable on any date in euro will be converted into U.S.

dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the

close of business on the second business day prior to the relevant payment date or, if the Board

of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis

of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or

prior to the second business day prior to the relevant payment date or, in the event The Wall

Street Journal has not published such exchange rate, the rate will be determined in our sole

discretion on the basis of the most recently available market exchange rate for the euro. Any

payment in respect of the notes so made in U.S. dollars will not constitute an Event of Default

(as defined in the Indenture). Neither the trustee nor the paying agent shall have any

responsibility for any calculation or conversion in connection with the foregoing.

Investors are subject to foreign exchange risks as to payments of principal, premium, if

any, and interest that may have important economic and tax consequences to them.

Exhibit 4(xxv)

Optional Redemption

We may redeem the notes prior to December 1, 2028 in the case of the 2029 notes and

September 3, 2031 in the case of the 2031 notes, in whole, at any time, or in part, from time to

time, at our option, for cash, at a redemption price equal to the greater of:

1)  100% of the principal amount of the applicable series of notes to be redeemed; or

2)  an amount determined by the Quotation Agent (as defined below) equal to the sum of the

present values of the remaining scheduled payments of principal, premium, if any, and interest

thereon (not including any portion of such payments of interest accrued to the date of

redemption) to December 1, 2028 with respect to the 2029 notes and September 3, 2031 with

respect to the 2031 notes, discounted to the date of redemption on an annual basis (Actual/Actual

(ICMA) at the Comparable Government Bond Rate (as defined below)), plus 20 basis points with

respect to the 2029 notes and 25 basis points with respect to the 2031 notes,

plus accrued and unpaid interest thereon to, but not including, the date of redemption.

On or after December 1, 2028 in the case of the 2029 notes and September 3, 2031 in the

case of the 2031 notes, we may redeem the applicable series of notes, in whole, at any time, or in

part, from time to time, at our option, for cash, at a redemption price equal to 100% of the

principal amount of such series of notes, plus accrued and unpaid interest to, but not including,

the redemption date.

The principal amount of any note remaining outstanding after a redemption in part shall

be €100,000 or a higher integral multiple of €1,000. Notwithstanding the foregoing, installments

of interest on any series of notes that are due and payable on interest payment dates falling on or

prior to a redemption date will be payable on the interest payment date to the registered holders

as of the close of business on the relevant record date.

“Comparable Government Bond” means, in relation to any Comparable Government

Bond Rate calculation, at the discretion of an independent investment bank selected by us (the

“Quotation Agent”), a German government bund whose maturity is closest to the par call date, or

if such Quotation Agent in its discretion determines that such similar bond is not in issue, such

other German government bund as such Quotation Agent may, with the advice of three brokers

of, and/or market makers in, German government bunds selected by us, determine to be

appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the price, expressed as a percentage

(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross

redemption yield on the notes to be redeemed, if they were to be purchased at such price on the

third business day prior to the date fixed for redemption, would be equal to the gross redemption

yield on such business day of the Comparable Government Bond on the basis of the middle

market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on

such business day as determined by the Quotation Agent selected by us.

Exhibit 4(xxv)

Notice of any redemption will be sent (or, in the case of notes held in book-entry form, be

transmitted electronically) at least 10 days but not more than 60 days before the redemption date

to each registered holder of the applicable series of notes to be redeemed. Unless we default in

payment of the redemption price, on and after the redemption date, interest will cease to accrue

on the applicable series of notes or portions thereof called for redemption. If less than all of the

applicable series of notes are to be redeemed, the notes to be redeemed will be selected by the

trustee in accordance with the standard procedures of the depositary. If the notes to be redeemed

are not global notes then held by Euroclear or Clearstream, the trustee will select the notes to be

redeemed on a pro rata basis. If the notes are listed on the NYSE or any other national securities

exchange, the trustee will select notes in compliance with the requirements of the NYSE or other

principal national securities exchange on which the notes are listed.

Notwithstanding the foregoing, if less than all of a series of notes is to be redeemed, no

notes of such series of a principal amount of €100,000 or less shall be redeemed in part. If money

sufficient to pay the redemption price on the series of notes (or portions thereof) to be redeemed

on the redemption date is deposited with the paying agent on or before the redemption date and

certain other conditions are satisfied, then on and after such redemption date, interest will cease

to accrue on such series of notes (or such portion thereof) called for redemption.

Optional Redemption for Tax Reasons

The notes of any series may be redeemed at our option in whole, but not in part, on not

less than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of such series

together with accrued and unpaid interest, if any, to, but excluding, the redemption date if, as a

result of any change in, or amendment to, the laws, regulations or rulings of the United States (or

any political subdivision or taxing authority thereof or therein having power to tax), or any

change in official position regarding application or interpretation of those laws, regulations or

rulings (including a holding by a court of competent jurisdiction), which change, amendment,

application or interpretation is announced or becomes effective on or after the original issue date

with respect to the notes, we become or, based upon a written opinion of independent counsel

selected by us, will become obligated to pay additional amounts as described below in “—

Payment of Additional Amounts.”

Payment of Additional Amounts

All payments of principal, interest, and premium, if any, in respect of the notes will be

made free and clear of, and without withholding or deduction for, any present or future taxes,

assessments, duties or governmental charges of whatever nature imposed, levied or collected by

the United States (or any political subdivision or taxing authority thereof or therein having power

to tax), unless such withholding or deduction is required by law or the official interpretation or

administration thereof.

We will, subject to the exceptions and limitations set forth below, pay as additional

interest in respect of the notes such additional amounts as are necessary in order that the net

payment by us of the principal of, premium, if any, and interest in respect of the notes to a holder

who is not a United States person (as defined below), after withholding or deduction for any

present or future tax, assessment, duties or other governmental charge imposed by the United

Exhibit 4(xxv)

States (or any political subdivision or taxing authority thereof or therein having power to tax),

will not be less than the amount provided in the notes to be then due and payable; provided,

however, that the foregoing obligation to pay additional amounts shall not apply:

1)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the holder (or the beneficial owner for whose benefit such holder holds such note), or a

fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate,

trust, partnership or corporation, or a person holding a power over an estate or trust administered

by a fiduciary holder, being considered as:

a)  being or having been engaged in a trade or business in the United States or having or

having had a permanent establishment in the United States;

b)  having a current or former connection with the United States (other than a connection

arising solely as a result of the ownership of the notes, the receipt of any payment in respect of

the notes or the enforcement of any rights hereunder), including being or having been a citizen or

resident of the United States;

c)  being or having been a personal holding company, a passive foreign investment company

or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt

organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax;

d)  being or having been a “10-percent shareholder” of the Company as defined in section

871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any

successor provision; or

e)  being a bank receiving payments on an extension of credit made pursuant to a loan

agreement entered into in the ordinary course of its trade or business, as described in section

881(c)(3)(A) of the Code or any successor provision;

2)  to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or

that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but

only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with

respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability

company or other fiscally transparent entity would not have been entitled to the payment of an

additional amount had the beneficiary, settlor, beneficial owner or member received directly its

beneficial or distributive share of the payment;

3)  to the extent any tax, assessment or other governmental charge that would not have been

imposed but for the failure of the holder or any other person to comply with certification,

identification or information reporting requirements concerning the nationality, residence,

identity or connection with the United States of the holder or beneficial owner of the notes, if

compliance is required by statute, by regulation of the United States or any taxing authority

therein or by an applicable income tax treaty to which the United States is a party as a

precondition to exemption from such tax, assessment or other governmental charge;

4)  to any tax, assessment or other governmental charge that is imposed otherwise than by

withholding by us or a paying agent from the payment;

5)  to any tax, assessment or other governmental charge required to be withheld by any paying

agent from any payment of principal of or interest on any notes, if such payment can be made

without such withholding by any other paying agent;

Exhibit 4(xxv)

6)  to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or

similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of

notes;

7)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the presentation by the holder of any note, where presentation is required, for payment on

a date more than 30 days after the date on which payment became due and payable or the date on

which payment thereof is duly provided for, whichever occurs later except to the extent that the

beneficiary or holder thereof would have been entitled to the payment of additional amounts had

such note been presented for payment on any day during such 30-day period;

8)  to any tax, assessment or other governmental charge imposed under sections 1471 through

1474 of the Code (or any amended or successor provisions), any current or future regulations or

official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the

Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement entered into in connection with the implementation of such

sections of the Code, whether currently in effect or as published and amended from time to time;

9)  to any tax, assessment or other governmental charge that is imposed or withheld solely by

reason of a change in law, regulation, or administrative or judicial interpretation that becomes

effective more than 15 days after the payment becomes due or is duly provided for, whichever

occurs later; or

10) in the case of any combination of the above numbered items.

The notes are subject in all cases to any tax, fiscal or other law or regulation or

administrative or judicial interpretation applicable to the notes. Except as specifically provided

under this heading “—Payment of Additional Amounts,” we are not required to make any

payment for any tax, assessment or other governmental charge imposed by any government or a

political subdivision or taxing authority of or in any government or political subdivision.

As used under this heading “—Payment of Additional Amounts” and under the heading

“—Optional Redemption for Tax Reasons,” the term “United States” means the United States of

America, its territories and possessions, the states of the United States and the District of

Columbia, and the term “United States person” means (i) any individual who is a citizen or

resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership

or other entity created or organized in or under the laws of the United States, any state of the

United States or the District of Columbia (other than a partnership that is not treated as a United

States person for United States federal income tax purposes), (iii) any estate the income of which

is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United

States court can exercise primary supervision over the administration of the trust and one or more

United States persons can control all substantial trust decisions, or if a valid election is in place

to treat the trust as a United States person.

Repurchase at the Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs in respect of a series

of notes, unless we have exercised our right to redeem the notes of such series as described

above under “—Optional Redemption or “Optional Redemption for Tax Reasons” we will be

required to make an offer (a “Change of Control Offer”) to each holder of such series of notes to

Exhibit 4(xxv)

repurchase all or any part (in minimum denominations of €100,000 and integral multiples of

€1,000 original principal amount above that amount) of that holder’s notes at a repurchase price

in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued

and unpaid interest on the notes repurchased to, but not including, the date of such repurchase.

Within 30 days following any Change of Control Repurchase Event or, at our option, prior to any

Change of Control (as defined below), but after the public announcement of an impending

Change of Control, we will mail a notice to each holder, with a copy to the trustee, describing the

transaction or transactions that constitute or may constitute the Change of Control Repurchase

Event and offering to repurchase notes on the payment date specified in the notice, which date

will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The

notice will, if mailed prior to the date of consummation of the Change of Control, state that the

offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or

prior to the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act

of 1934, as amended, or the Exchange Act, and any other securities laws and regulations

thereunder, to the extent those laws and regulations are applicable in connection with the

repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that

the provisions of any securities laws or regulations conflict with the Change of Control

Repurchase Event provisions of the notes, we will comply with the applicable securities laws and

regulations and will not be deemed to have breached our obligations under the Change of Control

Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

a.accept for payment all notes or portions of notes (in minimum denominations of

€100,000 and integral multiples of €1,000 original principal amount above that

amount) properly tendered pursuant to our offer;

b.deposit with the paying agent an amount equal to the aggregate purchase price in

respect of all notes or portions of notes properly tendered; and

c.deliver or cause to be delivered to the trustee for cancellation the notes properly

accepted, together with an officers’ certificate stating the aggregate principal

amount of notes being repurchased by us.

The paying agent will promptly mail to each holder of notes properly tendered the

purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be

transferred by book-entry) to each holder a new note equal in principal amount to any

unpurchased portion of any notes surrendered; provided, that each new note will be in minimum

denominations of €100,000 and integral multiples of €1,000 original principal amount above that

amount.

We will not be required to make a Change of Control Offer upon a Change of Control

Repurchase Event if (i) a third party makes such an offer in the manner, at the times and

otherwise in compliance with the requirements for a Change of Control Offer made by us and

such third party purchases all notes properly tendered and not withdrawn under its offer or (ii)

Exhibit 4(xxv)

we have previously or concurrently mailed a redemption notice with respect to all of the

outstanding notes as described under “Optional Redemption” above.

If holders of not less than 90% in aggregate principal amount of the outstanding notes of

any series validly tender and do not withdraw such notes in a Change of Control Offer and we, or

any third party making such an offer in lieu of us as described above, purchases all of the notes

of such series validly tendered and not withdrawn by such holders, we or such third party will

have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that such

notice is given not more than 30 days following such repurchase pursuant to the Change of

Control Offer described above, to redeem all notes of such series that remain outstanding

following such purchase on a date specified in such notice (the “Second Change of Control

Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of notes

of such series repurchased plus any accrued and unpaid interest on the notes repurchased to, but

not including, the Second Change of Control Payment Date.

We have no present intention to engage in a transaction involving a Change of Control,

although it is possible that we would decide to do so in the future. We could, in the future, enter

into certain transactions, including acquisitions, refinancings or other recapitalizations, that

would not constitute a Change of Control but that could increase the amount of debt outstanding

at such time or otherwise affect our capital structure or credit ratings.

Definitions

“Below Investment Grade Rating Event” means the notes of such series are rated below

Investment Grade by each of the Rating Agencies on any date during the period commencing

upon the first public notice of the occurrence of a Change of Control or our intention to effect a

Change of Control and ending 60 days following public notice of the occurrence of the related

Change of Control (which period shall be extended so long as the rating of the notes of such

series is under publicly announced consideration for possible downgrade by any of the Rating

Agencies, provided that no such extension shall occur if on such 60th day the notes of such series

are rated Investment Grade by at least one of such Rating Agency and are not subject to review

for possible downgrade by such Rating Agency); provided further that a Below Investment

Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be

deemed to have occurred in respect of a particular Change of Control (and thus shall not be

deemed a Below Investment Grade Rating Event for purposes of the definition of Change of

Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to

which this definition would otherwise apply do not announce or publicly confirm or inform the

trustee in writing at its request that the reduction was the result, in whole or in part, of any event

or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of

Control (whether or not the applicable Change of Control shall have occurred at the time of the

Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

1)  the direct or indirect sale, transfer, conveyance or other disposition (other than by way of

merger or consolidation), in one or a series of related transactions, of all or substantially all of

Exhibit 4(xxv)

our assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in

Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

2)  the adoption of a plan relating to our liquidation or dissolution;

3)  the first day on which a majority of the members of our Board of Directors are not

Continuing Directors; or

4)  the consummation of any transaction (including, without limitation, any merger or

consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of

the Exchange Act), other than us or one or more of our subsidiaries, becomes the beneficial

owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50%

of the then outstanding number of shares of our Voting Stock.

Notwithstanding the foregoing, a transaction will not be considered to be a Change of

Control if (a) we become a direct or indirect wholly-owned subsidiary of a holding company and

(b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of

the holding company are substantially the same as the holders of our Voting Stock immediately

prior to that transaction or (ii) immediately following that transaction, no person is the beneficial

owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of

Control and a Below Investment Grade Rating Event.

“Continuing Directors” means, as of any date of determination, any member of our Board

of Directors who (1) was a member of such Board of Directors on the date of the issuance of the

notes; or (2) was nominated for election, elected or appointed to such Board of Directors with the

approval of a majority of the Continuing Directors who were members of such Board of

Directors at the time of such nomination, election or appointment (either by a specific vote or by

approval of our proxy statement in which such member was named as a nominee for election as a

director).

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under

any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its

equivalent under any successor rating categories of S&P) or the equivalent investment grade

credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation,

and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or

S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons

outside of our control, a “nationally recognized statistical rating organization” within the

meaning of Section 3(a)(62) under the Exchange Act, selected by us as a replacement agency for

Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings Inc., a division of S&P Global Inc. and its successors.

Exhibit 4(xxv)

“Voting Stock” of any specified person as of any date means the capital stock of such

person that is at the time entitled to vote generally in the election of the board of directors of such

person.

The definition of “Change of Control” includes a phrase relating to the direct or indirect

sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and those

of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting

the phrase “substantially all,” there is no precise established definition of the phrase under

applicable law. Accordingly, the ability of a holder of notes to require us to repurchase the notes

as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the

assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

Certain Covenants

Limitation on Liens

The Indenture contains a covenant that we will not, and we will not permit any of our

Restricted Subsidiaries to, issue, assume or guarantee any Indebtedness secured by any Mortgage

upon any of our Principal Properties or those of any of our Restricted Subsidiaries without

equally and ratably securing the notes (and, if we so determine, any other Indebtedness ranking

equally with the notes) with such Indebtedness.

This covenant will not prevent us or any of our Restricted Subsidiaries from issuing,

assuming or guaranteeing:

1.any purchase money mortgage on such Principal Property prior to, simultaneously with

or within 180 days after the later of (1) the acquisition or completion of construction or

completion of substantial reconstruction, renovation, remodeling, expansion or

improvement (each, a “substantial improvement”) of such Principal Property or (2) the

placing in operation of such property after the acquisition or completion of any such

construction or substantial improvement;

2.Mortgages on a Principal Property existing at the time of acquisition, including

acquisition through merger or consolidation;

3.Mortgages existing on the date of the initial issuance of the notes, Mortgages on assets of

a corporation or other business entity existing on the date it becomes a Restricted

Subsidiary or is merged or consolidated with us or a Restricted Subsidiary or at the time

the corporation or other business entity sells, leases or otherwise disposes of its property

as an entirety or substantially as an entirety to us or a Restricted Subsidiary or Mortgages

on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary if the

Mortgage would have been permitted under the provisions of this paragraph if such

Mortgage was created while the Subsidiary was a Restricted Subsidiary;

4.Mortgages in favor of us or a Restricted Subsidiary;

5.Mortgages for taxes, assessments or governmental charges or levies that are not

delinquent or that are being contested in good faith;

6.Carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanic’s, landlords’ and other

similar Mortgages arising in ordinary course of business that are not delinquent or remain

payable without penalty or that are being contested in good faith;

Exhibit 4(xxv)

7.Mortgages (other than any Mortgage imposed by the Employee Retirement Income

Security Act of 1974) consisting of pledges or deposits required in the ordinary course of

business in connection with workers’ compensation, unemployment insurance and other

social security legislation;

8.Easements, rights-of-way, restrictions, encroachments, imperfections and other similar

encumbrances affecting real property that, in the aggregate, are not substantial in amount

and do not in any case materially detract from the value of the Principal Property subject

thereto or materially interfere with the ordinary conduct of our and our Subsidiaries’

business, taken as a whole;

9.Mortgages arising by reason of deposits with, or the giving of any form of security to,

any governmental agency or anybody created or approved by law or governmental

regulation, including any zoning or similar law or right reserved to or vested in any

governmental office or agency to control or regulate the use of any real property;

10.Mortgages arising from filing Uniform Commercial Code financing statements relating

solely to leases; and

11.Mortgages to secure Indebtedness incurred to extend, renew, refinance or replace

Indebtedness secured by any Mortgages referred to above, provided that the principal

amount of the extended, renewed, refinanced or replaced Indebtedness does not exceed

the principal amount of Indebtedness so extended, renewed, refinanced or replaced, plus

transaction costs and fees, and that any such Mortgage applies only to the same property

or assets subject to the prior permitted Mortgage (and, in the case of real property,

improvements).

Limitations on Sale and Leaseback Transactions

The Indenture contains a covenant that we will not, and will not permit our Restricted

Subsidiaries to, enter into any arrangement with any person providing for the leasing by us or

any Restricted Subsidiary of any Principal Property owned or acquired thereafter that has been or

is to be sold or transferred by us or such Restricted Subsidiary to such person with the intention

of taking back a lease of such Principal Property, a “sale and leaseback transaction,” without

equally and ratably securing the notes (and, if we shall so determine, any other Indebtedness

ranking equally with the notes), unless:

1.within 180 days after the receipt of the proceeds of the sale or transfer, we or any

Restricted Subsidiary apply an amount equal to the greater of the net proceeds of the sale

or transfer or the fair value of such Principal Property at the time of such sale or transfer

to any (or a combination) of (1) the prepayment or retirement (other than any mandatory

prepayment or retirement) of our Senior Funded Debt or (2) the purchase, construction,

development, expansion or improvement of other comparable property, subject in each

case to credits for voluntary retirements of Senior Funded Debt; or

2.we or such Restricted Subsidiary would be entitled, at the effective date of the sale or

transfer, to incur Indebtedness secured by a Mortgage on such Principal Property, in an

amount at least equal to the Attributable Debt in respect of the sale and leaseback

transaction, without equally and ratably securing the notes pursuant to “—Limitation on

Liens” described above.

The foregoing restriction will not apply to:

Exhibit 4(xxv)

1.any sale and leaseback transaction for a term of not more than three years including

renewals;

2.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within three years after the later of (1)

the date of the issuance of the notes under the Supplemental Indenture, or (2) the date

such Principal Property was acquired;

3.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within 180 days after the later of the date

such property was acquired and, if applicable, the date such property was first placed in

operation; or

4.any sale and leaseback transaction between us and a Restricted Subsidiary or between

Restricted Subsidiaries.

Exception to Limitations for Exempted Debt

Notwithstanding the limitations in the Indenture on liens and sale and leaseback

transactions, we or our Restricted Subsidiaries may, in addition to amounts permitted under such

restrictions and without equally and ratably securing the notes, create or assume and renew,

extend or replace Mortgages, or enter into sale and leaseback transactions without any obligation

to retire any Senior Funded Debt of us or any Restricted Subsidiary, provided that at the time of

such creation, assumption, renewal, extension or replacement of a Mortgage or at the time of

entering into such sale and leaseback transactions, and after giving effect thereto, Exempted Debt

does not exceed 15% of our Consolidated Net Tangible Assets.

Definitions

For purposes of the Indenture:

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of

determination, the present value (discounted at the imputed rate of interest of such transaction as

determined in good faith by us) of the obligation of the lessee for net rental payments during the

remaining term of the lease included in such sale and leaseback transaction (including any period

for which such lease has been extended or may, at the option of the lessor, be extended). The

term “net rental payments” under any lease for any period means the sum of the rental and other

payments required to be paid in such period by the lessee thereunder, not including any amounts

required to be paid by such lessee (whether or not designated as rental or additional rent) on

account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges

required to be paid by such lessee thereunder or any amount required to be paid by lessee

thereunder contingent upon the amount of maintenance and repairs, insurance, taxes,

assessments, water rates or similar charges. In the case of any lease that is terminable by the

lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount

determined assuming termination upon the first date such lease may be terminated (in which case

the net amount shall also include the amount of the penalty, but shall not include any rent that

would be required to be paid under such lease subsequent to the first date upon which it may be

so terminated) or (y) the net amount determined assuming no such termination.

Exhibit 4(xxv)

“Consolidated Net Tangible Assets” means the total amounts of assets (less depreciation

and valuation reserves and other reserves and items deductible from gross book value of specific

asset accounts under generally accepted accounting principles) that under generally accepted

accounting principles would be included on a consolidated balance sheet of us and our

consolidated Restricted Subsidiaries after deducting (1) all current liabilities, excluding current

liabilities that could be classified as long-term debt under generally accepted accounting

principles and current liabilities that are by their terms extendable or renewable at the obligor’s

option to a time more than 12 months after the time as of which the amount of current liabilities

is being computed; (2) investments in Unrestricted Subsidiaries; and (3) all trade names,

trademarks, licenses, patents, copyrights and goodwill, organizational and development costs,

deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents

and similar items and tangible assets being amortized, and amortized debt discount and expense,

less unamortized premium.

“Exempted Debt” means the sum of the following items outstanding as of the date

Exempted Debt is being determined (1) Indebtedness of us and our Restricted Subsidiaries

secured by a Mortgage and not permitted to exist under the Indenture and (2) Attributable Debt

of us and our Restricted Subsidiaries in respect of all sale and leaseback transactions not

permitted under the Indenture.

“Funded Debt” means Indebtedness that matures more than one year from the date of

creation, or that is extendable or renewable at the sole option of the obligor so that it may

become payable more than one year from such date. Funded Debt does not include (1)

obligations created pursuant to leases, (2) any Indebtedness or portion thereof maturing by its

terms within one year from the time of any computation of the amount of outstanding Funded

Debt unless such Indebtedness shall be extendable or renewable at the sole option of the obligor

in such manner that it may become payable more than one year from such time, or (3) any

Indebtedness for the payment or redemption of which money in the necessary amount shall have

been deposited in trust either at or before the maturity date thereof.

“Indebtedness” means any and all of the obligations of a person for money borrowed that

in accordance with generally accepted accounting principles would be reflected on the balance

sheet of such person as a liability as of the date of which the Indebtedness is to be determined.

Notwithstanding the foregoing, a change in generally accepted accounting principles subsequent

to November 30, 2018 shall not be deemed an incurrence of Indebtedness.

“Investment” means any investment in stock, evidences of Indebtedness, loans or

advances, however made or acquired, but does not include our account receivable or the accounts

receivable of any Restricted Subsidiary arising from transactions in the ordinary course of

business, or any evidences of Indebtedness, loans or advance made in connection with the sale to

any Subsidiary of our accounts receivable or the accounts receivable of any Restricted Subsidiary

arising from transactions in the ordinary course of business.

“Mortgage” means any mortgage, security interest, pledge, lien or other encumbrance.

Exhibit 4(xxv)

“Principal Property” means all real property and improvements thereon owned by us or a

Restricted Subsidiary, including, without limitation, any manufacturing, warehouse, distribution

or research facility, and improvements therein, having a net book value in excess of 2% of

Consolidated Net Tangible Assets that is located within the United States, excluding its

territories and possessions and Puerto Rico. This term does not include any real property and

improvements thereon that our Board of Directors declares by resolution not to be of material

importance to the total business conducted by us and our Restricted Subsidiaries taken as a

whole.

“Restricted Subsidiary” means a Subsidiary that owns a Principal Property.

“Senior Funded Debt” means all Funded Debt (except Funded Debt, the payment of

which is subordinated to the payment of the notes).

“Subsidiary” means a corporation, partnership or other legal entity of which, in the case

of a corporation, more than 50% of the outstanding voting stock is owned, directly or indirectly,

by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries or, in the

case of any partnership or other legal entity, more than 50% of the ordinary capital interests is, at

the time, directly or indirectly owned or controlled by us or by one or more other Subsidiaries.

For the purposes of this definition, “voting stock” means the equity interest that ordinarily has

voting power for the election of directors, managers or trustees of an entity, or persons

performing similar functions, whether at all times or only so long as no senior class of equity

interest has such voting power by reason of any contingency.

“Unrestricted Subsidiary” means any Subsidiary other than a Restricted Subsidiary.

Consolidation, Merger and Sale of Assets

We may consolidate or merge with or into any other corporation, and we may sell or

transfer all or substantially all of our assets to another corporation, provided, among other things,

that (a) we are the surviving corporation or the corporation formed by or resulting from any such

consolidation or merger or the transferee of such assets shall be a corporation organized and

existing under the laws of the United States, any state thereof or the District of Columbia and

shall expressly assume by supplemental indenture payment of the principal of, and premium, if

any, and interest, if any, on the notes issued under the Indenture and the performance and

observance of the Indenture and (b) we or such successor corporation shall not immediately

thereafter be in default under the Indenture.

Events of Default

The following events are defined in the Indenture as “Events of Default”:

1.default in the payment of any installment of interest on any series of notes for 30 days

after becoming due;

2.default in the payment of principal or premium, if any, of any series of notes when due;

3.default in the deposit of any sinking fund payment, when due;

Exhibit 4(xxv)

4.default in the performance of any other covenant for 90 days after notice, which must be

sent by either the trustee or holders of 25% of the principal amount of the notes of the

affected series; and

5.certain events of bankruptcy, insolvency or reorganization.

If an Event of Default occurs and continues with respect to a series of notes, either the

trustee or the holders of at least 25% in principal amount of the outstanding notes of such series

may declare the entire principal amount of all the notes of such series to be due and payable;

provided that, in the case of an Event of Default involving certain events of bankruptcy,

insolvency or reorganization, such acceleration is automatic; and, provided further, that after

such acceleration, but before a judgment or decree based on acceleration, the holders of a

majority in aggregate principal amount of the outstanding notes of that series may, subject to

certain conditions, rescind and annul such acceleration if all Events of Default, other than the

nonpayment of accelerated principal, have been cured or waived.

Description of Debt Securities:

3.375% Notes due 2028

The Company’s 3.375% Notes due 2028 (the “notes”) were issued under a base

indenture, dated as of January 15, 2010, between the Company and U.S. Bank Trust Company,

National Association, as trustee, as supplemented by the applicable supplemental indenture

governing the notes (as so supplemented, the “Indenture”). This summary is subject to and

qualified in its entirety by reference to all of the provisions of the Indenture and the notes,

including definitions of certain terms used in the Indenture and the notes.

General

The notes were issued as a separate series of debt securities under the Indenture. The

notes are senior unsecured obligations of ours and rank equally in right of payment with our

other existing and future senior unsecured indebtedness. The notes are not secured by any of our

assets. Any future claims of our secured lenders with respect to assets securing their loans will be

prior to any claim of the holders of the notes with respect to those assets. Holders of secured debt

that we have now or may issue in the future may foreclose on the assets securing such debt,

reducing the cash flow from the foreclosed property available for payment of unsecured debt,

including the notes. Holders of our secured debt also would have priority over unsecured

creditors in the event of our bankruptcy, liquidation or similar proceeding to the extent of the

value of the collateral securing such debt. The notes are structurally subordinated to all liabilities

of our subsidiaries, including trade payables. Because we conduct many of our operations

through our subsidiaries, our right to participate in any distribution of the assets of a subsidiary

when it winds up its business is subject to the prior claims of the creditors of that subsidiary. This

means that your right to payment as a holder of our notes is also subject to the prior claims of

these creditors if a subsidiary liquidates or reorganizes or otherwise winds up its business. If we

are a creditor of any of our subsidiaries, our right as a creditor would be subordinated to any

Exhibit 4(xxv)

security interest in the assets of those subsidiaries and any indebtedness of our subsidiaries senior

in right of payment to that held by us.

The Indenture does not limit the amount of notes, unsecured debentures or other

evidences of indebtedness that we may issue under the Indenture and provides that notes,

unsecured debentures or other evidences of indebtedness may be issued from time to time in one

or more series. We may from time to time, without notice to or the consent of the holders of the

notes, create and issue additional notes having the same ranking and terms and conditions as the

notes, except for the issue date, the public offering price and, in some cases, the first interest

payment date. Any additional notes having such similar terms, together with the notes, will

constitute a single series of securities under the Indenture. If the additional notes, if any, are not

fungible with the notes offered for U.S. federal income tax purposes, the additional notes will

have a separate CUSIP number.

The notes were issued in minimum denominations of €100,000 and integral multiples of

€1,000 in excess thereof and represented by one or more global notes deposited with, or on

behalf of, a common depositary and registered in the name of the nominee of the common

depositary for the accounts of Clearstream Banking, S.A. and Euroclear Bank SA/NV, as

operator of the Euroclear System. Book-entry interests in the notes and all transfers relating to

the notes will be reflected in the book-entry records of Clearstream and Euroclear.

Principal of and interest on the notes are payable, and the notes are transferable or

exchangeable, at the office or offices or agency maintained by us for these purposes. Payment of

interest on the notes may be made at our option by check mailed to the registered holders thereof.

The notes are listed on the New York Stock Exchange under the symbol “SYK28.” We

have no obligation to maintain such listing, and we may delist the notes at any time.

Elavon Financial Services DAC, U.K. Branch is paying agent for the notes. U.S. Bank

Trust Company, National Association is registrar and transfer agent for the notes. Upon notice to

the trustee, we may change the paying agent, registrar or transfer agent.

Interest

The notes bear interest at the rate of 3.375% per annum from the date of original issuance

or from the most recent interest payment date to which interest has been paid or provided for.

We make interest payments on the notes annually in arrears on December 11 of each year

(each, an “interest payment date”), commencing on December 11, 2024, to the holders of record

at the close of business on the day immediately preceding the relevant interest payment date

(regardless of whether such day is a business day). Interest on the notes is computed on the basis

of the actual number of days in the period for which interest is being calculated and the actual

number of days from and including the last date on which interest was paid on the notes (or

December 11, 2023, if no interest has been paid on the notes), to, but excluding, the next

scheduled interest payment date. This payment convention is referred to as Actual/Actual

(ICMA) as defined in the rulebook of the International Capital Market Association.

Exhibit 4(xxv)

If an interest payment date or the maturity date with respect to the notes falls on a day

that is not a business day, the payment will be made on the next business day as if it were made

on the date the payment was due, and no interest will accrue on the amount so payable for the

period from and after that interest payment date or the maturity date, as the case may be, to the

date the payment is made. Interest payments will include accrued interest from and including the

date of issue or from and including the last date in respect of which interest has been paid, as the

case may be, to, but excluding, the interest payment date or the maturity date, as the case may be.

A “business day” is any day that is not a Saturday, Sunday or other day on which banking

institutions in New York City, London or another place of payment on the notes are authorized

or required by law to close and on which the Trans-European Automated Real-Time Gross

Settlement Express Transfer system (the TARGET2 system), or any successor thereto, is open.

Issuance in euro

All payments of interest, premium, if any, and principal, including payments made upon

any redemption or repurchase of the notes, will be made in euro; provided that if the euro is

unavailable to us due to the imposition of exchange controls or other circumstances beyond our

control or if the euro is no longer being used by the then member states of the European

Monetary Union that have adopted the euro as their currency or for the settlement of transactions

by public institutions of or within the international banking community, then all payments in

respect of the notes will be made in U.S. dollars until the euro is again available to us or so used.

In such circumstances, the amount payable on any date in euro will be converted into U.S.

dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the

close of business on the second business day prior to the relevant payment date or, if the Board

of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis

of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or

prior to the second business day prior to the relevant payment date or, in the event The Wall

Street Journal has not published such exchange rate, the rate will be determined in our sole

discretion on the basis of the most recently available market exchange rate for the euro. Any

payment in respect of the notes so made in U.S. dollars will not constitute an Event of Default

(as defined in the Indenture). Neither the trustee nor the paying agent shall have any

responsibility for any calculation or conversion in connection with the foregoing.

Investors are subject to foreign exchange risks as to payments of principal, premium, if

any, and interest that may have important economic and tax consequences to them.

Optional Redemption

We may redeem the notes prior to September 11, 2028 (the “Par Call Date”), in whole, at

any time, or in part, from time to time, at our option, for cash, at a redemption price equal to the

greater of:

1)  100% of the principal amount of the notes to be redeemed; or

2)  an amount determined by the Quotation Agent (as defined below) equal to the sum of the

present values of the remaining scheduled payments of principal, premium, if any, and interest

Exhibit 4(xxv)

thereon (not including any portion of such payments of interest accrued to the date of

redemption) to the Par Call Date, discounted to the date of redemption on an annual basis

(Actual/Actual (ICMA) at the Comparable Government Bond Rate (as defined below)), plus 20

basis points,

plus accrued and unpaid interest thereon to, but not including, the date of redemption.

On or after the Par Call Date, we may redeem the notes, in whole, at any time, or in part,

from time to time, at our option, for cash, at a redemption price equal to 100% of the principal

amount of the notes, plus accrued and unpaid interest to, but not including, the redemption date.

The principal amount of any note remaining outstanding after a redemption in part shall

be €100,000 or a higher integral multiple of €1,000. Notwithstanding the foregoing, installments

of interest on the notes that are due and payable on interest payment dates falling on or prior to a

redemption date will be payable on the interest payment date to the registered holders as of the

close of business on the relevant record date.

“Comparable Government Bond” means, in relation to any Comparable Government

Bond Rate calculation, at the discretion of an independent investment bank selected by us (the

“Quotation Agent”), a German government bund whose maturity is closest to the Par Call Date,

or if such Quotation Agent in its discretion determines that such similar bond is not in issue, such

other German government bund as such Quotation Agent may, with the advice of three brokers

of, and/or market makers in, German government bunds selected by us, determine to be

appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the price, expressed as a percentage

(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross

redemption yield on the notes to be redeemed, if they were to be purchased at such price on the

third business day prior to the date fixed for redemption, would be equal to the gross redemption

yield on such business day of the Comparable Government Bond on the basis of the middle

market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on

such business day as determined by the Quotation Agent selected by us.

Notice of any redemption will be sent (or, in the case of notes held in book-entry form, be

transmitted electronically) at least 10 days but not more than 60 days before the redemption date

to each registered holder of the notes to be redeemed. Unless we default in payment of the

redemption price, on and after the redemption date, interest will cease to accrue on the notes or

portions thereof called for redemption.

If less than all of the notes are to be redeemed, the notes to be redeemed will be selected

by the trustee in accordance with the standard procedures of the depositary. If the notes to be

redeemed are not global notes then held by Euroclear or Clearstream, the trustee will select the

notes to be redeemed on a pro rata basis. If the notes are listed on the NYSE or any other national

securities exchange, the trustee will select notes in compliance with the requirements of the

NYSE or other principal national securities exchange on which the notes are listed.

Exhibit 4(xxv)

Notwithstanding the foregoing, if less than all of the notes are to be redeemed, no notes of a

principal amount of €100,000 or less shall be redeemed in part. If money sufficient to pay the

redemption price on the notes (or portions thereof) to be redeemed on the redemption date is

deposited with the paying agent on or before the redemption date and certain other conditions are

satisfied, then on and after such redemption date, interest will cease to accrue on the notes (or

such portion thereof) called for redemption.

Notice of any redemption may, at our discretion, be subject to one or more conditions

precedent, including, but not limited to, completion of an equity offering, a financing, or other

corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or

more conditions precedent, such notice shall state that, in our discretion, such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied by the

redemption date.

Optional Redemption for Tax Reasons

The notes may be redeemed at our option at any time in whole, but not in part, on not less

than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of the notes

together with accrued and unpaid interest, if any, to, but excluding, the redemption date if, as a

result of any change in, or amendment to, the laws, regulations or rulings of the United States (or

any political subdivision or taxing authority thereof or therein having power to tax), or any

change in official position regarding application or interpretation of those laws, regulations or

rulings (including a holding by a court of competent jurisdiction), which change, amendment,

application or interpretation is announced or becomes effective on or after the original issue date

with respect to the notes, we become or, based upon a written opinion of independent counsel

selected by us, will become obligated to pay additional amounts as described below in “—

Payment of Additional Amounts.”

Payment of Additional Amounts

All payments of principal, interest, and premium, if any, in respect of the notes will be

made free and clear of, and without withholding or deduction for, any present or future taxes,

assessments, duties or governmental charges of whatever nature imposed, levied or collected by

the United States (or any political subdivision or taxing authority thereof or therein having power

to tax), unless such withholding or deduction is required by law or the official interpretation or

administration thereof.

We will, subject to the exceptions and limitations set forth below, pay as additional

interest in respect of the notes such additional amounts as are necessary in order that the net

payment by us of the principal of, premium, if any, and interest in respect of the notes to a holder

who is not a United States person (as defined below), after withholding or deduction for any

present or future tax, assessment, duties or other governmental charge imposed by the United

States (or any political subdivision or taxing authority thereof or therein having power to tax),

will not be less than the amount provided in the notes to be then due and payable; provided,

however, that the foregoing obligation to pay additional amounts shall not apply:

Exhibit 4(xxv)

1)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the holder (or the beneficial owner for whose benefit such holder holds such note), or a

fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate,

trust, partnership or corporation, or a person holding a power over an estate or trust administered

by a fiduciary holder, being considered as:

a)  being or having been engaged in a trade or business in the United States or having or

having had a permanent establishment in the United States;

b)  having a current or former connection with the United States (other than a connection

arising solely as a result of the ownership of the notes, the receipt of any payment in respect of

the notes or the enforcement of any rights hereunder), including being or having been a citizen or

resident of the United States;

c)  being or having been a personal holding company, a passive foreign investment company

or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt

organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax;

d)  being or having been a “10-percent shareholder” of the Company as defined in section

871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any

successor provision; or

e)  being a bank receiving payments on an extension of credit made pursuant to a loan

agreement entered into in the ordinary course of its trade or business, as described in section

881(c)(3)(A) of the Code or any successor provision;

2)  to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or

that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but

only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with

respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability

company or other fiscally transparent entity would not have been entitled to the payment of an

additional amount had the beneficiary, settlor, beneficial owner or member received directly its

beneficial or distributive share of the payment;

3)  to the extent any tax, assessment or other governmental charge that would not have been

imposed but for the failure of the holder or any other person to comply with certification,

identification or information reporting requirements concerning the nationality, residence,

identity or connection with the United States of the holder or beneficial owner of the notes, if

compliance is required by statute, by regulation of the United States or any taxing authority

therein or by an applicable income tax treaty to which the United States is a party as a

precondition to exemption from such tax, assessment or other governmental charge;

4)  to any tax, assessment or other governmental charge that is imposed otherwise than by

withholding by us or any paying agent from the payment;

5)  to any tax, assessment or other governmental charge required to be withheld by any paying

agent from any payment of principal of or interest on any notes, if such payment can be made

without such withholding by any other paying agent;

6)  to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or

similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of

notes;

7)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the presentation by the holder of any note, where presentation is required, for payment on

a date more than 30 days after the date on which payment became due and payable or the date on

Exhibit 4(xxv)

which payment thereof is duly provided for, whichever occurs later except to the extent that the

beneficiary or holder thereof would have been entitled to the payment of additional amounts had

such note been presented for payment on any day during such 30-day period;

8)  to any tax, assessment or other governmental charge imposed under sections 1471 through

1474 of the Code (or any amended or successor provisions), any current or future regulations or

official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the

Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement entered into in connection with the implementation of such

sections of the Code, whether currently in effect or as published and amended from time to time;

9)  to any tax, assessment or other governmental charge that is imposed or withheld solely by

reason of a change in law, regulation, or administrative or judicial interpretation that becomes

effective more than 15 days after the payment becomes due or is duly provided for, whichever

occurs later; or

10) in the case of any combination of the above numbered items.

The notes are subject in all cases to any tax, fiscal or other law or regulation or

administrative or judicial interpretation applicable to the notes. Except as specifically provided

under this heading “—Payment of Additional Amounts,” we are not required to make any

payment for any tax, assessment or other governmental charge imposed by any government or a

political subdivision or taxing authority of or in any government or political subdivision.

As used under this heading “—Payment of Additional Amounts” and under the heading

“—Optional Redemption for Tax Reasons,” the term “United States” means the United States of

America, its territories and possessions, the states of the United States and the District of

Columbia, and the term “United States person” means (i) any individual who is a citizen or

resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership

or other entity created or organized in or under the laws of the United States, any state of the

United States or the District of Columbia (other than a partnership that is not treated as a United

States person for United States federal income tax purposes), (iii) any estate the income of which

is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United

States court can exercise primary supervision over the administration of the trust and one or more

United States persons can control all substantial trust decisions, or if a valid election is in place

to treat the trust as a United States person.

Repurchase at the Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs, unless we have

exercised our right to redeem the notes as described above under “—Optional Redemption or

“Optional Redemption for Tax Reasons,” we will be required to make an offer (a “Change of

Control Offer”) to each holder of notes to repurchase all or any part (in minimum denominations

of €100,000 and integral multiples of €1,000 in excess thereof) of that holder’s notes at a

repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased

plus any accrued and unpaid interest on the notes repurchased to, but not including, the date of

such repurchase. Within 30 days following any Change of Control Repurchase Event or, at our

option, prior to any Change of Control (as defined below), but after the public announcement of

an impending Change of Control, we will mail a notice to each holder, with a copy to the trustee,

Exhibit 4(xxv)

describing the transaction or transactions that constitute or may constitute the Change of Control

Repurchase Event and offering to repurchase notes on the payment date specified in the notice,

which date will be no earlier than 30 days and no later than 60 days from the date such notice is

mailed. The notice will, if mailed prior to the date of consummation of the Change of Control,

state that the offer to purchase is conditioned on a Change of Control Repurchase Event

occurring on or prior to the payment date specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act

of 1934, as amended, or the Exchange Act, and any other securities laws and regulations

thereunder, to the extent those laws and regulations are applicable in connection with the

repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that

the provisions of any securities laws or regulations conflict with the Change of Control

Repurchase Event provisions of the notes, we will comply with the applicable securities laws and

regulations and will not be deemed to have breached our obligations under the Change of Control

Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

a.accept for payment all notes or portions of notes (in minimum denominations of

€100,000 and integral multiples of €1,000 in excess thereof) properly tendered

pursuant to our offer;

b.deposit with the paying agent an amount equal to the aggregate purchase price in

respect of all notes or portions of notes properly tendered; and

c.deliver or cause to be delivered to the trustee for cancellation the notes properly

accepted, together with an officers’ certificate stating the aggregate principal

amount of notes being repurchased by us.

The paying agent will promptly mail to each holder of notes properly tendered the

purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be

transferred by book-entry) to each holder a new note equal in principal amount to any

unpurchased portion of any notes surrendered; provided, that each new note will be in minimum

denominations of €100,000 and integral multiples of €1,000 in excess thereof.

We will not be required to make a Change of Control Offer upon a Change of Control

Repurchase Event if (i) a third party makes such an offer in the manner, at the times and

otherwise in compliance with the requirements for a Change of Control Offer made by us and

such third party purchases all notes properly tendered and not withdrawn under its offer or (ii)

we have previously or concurrently mailed a redemption notice with respect to all of the

outstanding notes as described under “Optional Redemption” above.

If holders of not less than 90% in aggregate principal amount of the outstanding notes

validly tender and do not withdraw such notes in a Change of Control Offer and we, or any third

party making such an offer in lieu of us as described above, purchases all of the notes validly

tendered and not withdrawn by such holders, we or such third party will have the right, upon not

less than 10 days nor more than 60 days’ prior notice, provided that such notice is given not more

than 30 days following such repurchase pursuant to the Change of Control Offer described

Exhibit 4(xxv)

above, to redeem all notes that remain outstanding following such purchase on a date specified in

such notice (the “Second Change of Control Payment Date”) and at a price in cash equal to 101%

of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest on

the notes repurchased to, but not including, the Second Change of Control Payment Date.

We have no present intention to engage in a transaction involving a Change of Control,

although it is possible that we would decide to do so in the future. We could, in the future, enter

into certain transactions, including acquisitions, refinancings or other recapitalizations, that

would not constitute a Change of Control but that could increase the amount of debt outstanding

at such time or otherwise affect our capital structure or credit ratings.

Definitions

“Below Investment Grade Rating Event” means the notes are rated below Investment

Grade by each of the Rating Agencies on any date during the period commencing upon the first

public notice of the occurrence of a Change of Control or our intention to effect a Change of

Control and ending 60 days following public notice of the occurrence of the related Change of

Control (which period shall be extended so long as the rating of the notes is under publicly

announced consideration for possible downgrade by any of the Rating Agencies, provided that

no such extension shall occur if on such 60th day the notes are rated Investment Grade by at least

one of such Rating Agency and are not subject to review for possible downgrade by such Rating

Agency); provided further that a Below Investment Grade Rating Event otherwise arising by

virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a

particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating

Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the

Rating Agencies making the reduction in rating to which this definition would otherwise apply

do not announce or publicly confirm or inform the trustee in writing at its request that the

reduction was the result, in whole or in part, of any event or circumstance comprised of or arising

as a result of, or in respect of, the applicable Change of Control (whether or not the applicable

Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

1)  the direct or indirect sale, transfer, conveyance or other disposition (other than by way of

merger or consolidation), in one or a series of related transactions, of all or substantially all of

our assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in

Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

2)  the adoption of a plan relating to our liquidation or dissolution; or

3)  the consummation of any transaction (including, without limitation, any merger or

consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of

the Exchange Act), other than us or one or more of our subsidiaries, becomes the beneficial

owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50%

of the then outstanding number of shares of our Voting Stock.

Notwithstanding the foregoing, a transaction will not be considered to be a Change of

Control if (a) we become a direct or indirect wholly-owned subsidiary of a holding company and

(b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of

Exhibit 4(xxv)

the holding company are substantially the same as the holders of our Voting Stock immediately

prior to that transaction or (ii) immediately following that transaction, no person is the beneficial

owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of

Control and a Below Investment Grade Rating Event.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under

any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its

equivalent under any successor rating categories of S&P) or the equivalent investment grade

credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation,

and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or

S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons

outside of our control, a “nationally recognized statistical rating organization” within the

meaning of Section 3(a)(62) under the Exchange Act, selected by us as a replacement agency for

Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings Inc., a division of S&P Global Inc. and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such

person that is at the time entitled to vote generally in the election of the board of directors of such

person.

The definition of “Change of Control” includes a phrase relating to the direct or indirect

sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and those

of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting

the phrase “substantially all,” there is no precise established definition of the phrase under

applicable law. Accordingly, the ability of a holder of notes to require us to repurchase the notes

as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the

assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

Certain Covenants

Limitation on Liens

The Indenture contains a covenant that we will not, and we will not permit any of our

Restricted Subsidiaries to, issue, assume or guarantee any Indebtedness secured by any Mortgage

upon any of our Principal Properties or those of any of our Restricted Subsidiaries without

equally and ratably securing the notes (and, if we so determine, any other Indebtedness ranking

equally with the notes) with such Indebtedness.

Exhibit 4(xxv)

This covenant will not prevent us or any Restricted Subsidiary from issuing, assuming or

guaranteeing:

1.any purchase money mortgage on such Principal Property prior to, simultaneously with

or within 180 days after the later of (1) the acquisition or completion of construction or

completion of substantial reconstruction, renovation, remodeling, expansion or

improvement (each, a “substantial improvement”) of such Principal Property or (2) the

placing in operation of such property after the acquisition or completion of any such

construction or substantial improvement;

2.Mortgages on a Principal Property existing at the time of acquisition, including

acquisition through merger or consolidation;

3.Mortgages existing on the date of the initial issuance of the notes, Mortgages on assets of

a corporation or other business entity existing on the date it becomes a Restricted

Subsidiary or is merged or consolidated with us or a Restricted Subsidiary or at the time

the corporation or other business entity sells, leases or otherwise disposes of its property

as an entirety or substantially as an entirety to us or a Restricted Subsidiary or Mortgages

on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary if the

Mortgage would have been permitted under the provisions of this paragraph if such

Mortgage was created while the Subsidiary was a Restricted Subsidiary;

4.Mortgages in favor of us or a Restricted Subsidiary;

5.Mortgages for taxes, assessments or governmental charges or levies that are not

delinquent or that are being contested in good faith;

6.Carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanic’s, landlords’ and other

similar Mortgages arising in ordinary course of business that are not delinquent or remain

payable without penalty or that are being contested in good faith;

7.Mortgages (other than any Mortgage imposed by the Employee Retirement Income

Security Act of 1974) consisting of pledges or deposits required in the ordinary course of

business in connection with workers’ compensation, unemployment insurance and other

social security legislation;

8.Easements, rights-of-way, restrictions, encroachments, imperfections and other similar

encumbrances affecting real property that, in the aggregate, are not substantial in amount

and do not in any case materially detract from the value of the Principal Property subject

thereto or materially interfere with the ordinary conduct of our and our Subsidiaries’

business, taken as a whole;

9.Mortgages arising by reason of deposits with, or the giving of any form of security to,

any governmental agency or anybody created or approved by law or governmental

regulation, including any zoning or similar law or right reserved to or vested in any

governmental office or agency to control or regulate the use of any real property;

10.Mortgages arising from filing Uniform Commercial Code financing statements relating

solely to leases; and

11.Mortgages to secure Indebtedness incurred to extend, renew, refinance or replace

Indebtedness secured by any Mortgages referred to above, provided that the principal

amount of the extended, renewed, refinanced or replaced Indebtedness does not exceed

the principal amount of Indebtedness so extended, renewed, refinanced or replaced, plus

transaction costs and fees, and that any such Mortgage applies only to the same property

Exhibit 4(xxv)

or assets subject to the prior permitted Mortgage (and, in the case of real property,

improvements).

Limitations on Sale and Leaseback Transactions

The Indenture contains a covenant that we will not, and will not permit any Restricted

Subsidiary to, enter into any arrangement with any person providing for the leasing by us or any

Restricted Subsidiary of any Principal Property owned or acquired thereafter that has been or is

to be sold or transferred by us or such Restricted Subsidiary to such person with the intention of

taking back a lease of such Principal Property, a “sale and leaseback transaction,” without

equally and ratably securing the notes (and, if we so determine, any other Indebtedness ranking

equally with the notes), unless:

1.within 180 days after the receipt of the proceeds of the sale or transfer, we or any

Restricted Subsidiary apply an amount equal to the greater of the net proceeds of the sale

or transfer or the fair value of such Principal Property at the time of the sale or transfer to

any (or a combination) of (1) the prepayment or retirement (other than any mandatory

prepayment or retirement) of our Senior Funded Debt or (2) the purchase, construction,

development, expansion or improvement of other comparable property, subject in each

case to credits for voluntary retirements of our Senior Funded Debt; or

2.we or such Restricted Subsidiary would be entitled, at the effective date of the sale or

transfer, to incur Indebtedness secured by a Mortgage on such Principal Property, in an

amount at least equal to the Attributable Debt in respect of the sale and leaseback

transaction, without equally and ratably securing the notes pursuant to “—Limitation on

Liens” described above.

The foregoing restriction will not apply to:

1.any sale and leaseback transaction for a term of not more than three years including

renewals;

1.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within three years after the later of (1)

the date of the issuance of the notes under the Supplemental Indenture, or (2) the date

such Principal Property was acquired;

2.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within 180 days after the later of the date

such property was acquired and, if applicable, the date such property was first placed in

operation; or

3.any sale and leaseback transaction between us and a Restricted Subsidiary or between

Restricted Subsidiaries.

Exception to Limitations for Exempted Debt

Notwithstanding the limitations in the Indenture on liens and sale and leaseback

transactions, we or any Restricted Subsidiary may, in addition to sale and leaseback transactions

permitted under such restrictions and without equally and ratably securing the notes, create or

assume and renew, extend or replace Mortgages, or enter into any sale and leaseback transaction

without any obligation to retire any of our or any Restricted Subsidiary’s Senior Funded Debt,

provided that, at the time of such creation, assumption, renewal, extension or replacement of a

Exhibit 4(xxv)

Mortgage or at the time of entering into such sale and leaseback transactions, and after giving

effect thereto, our Exempted Debt does not exceed 15% of our Consolidated Net Tangible

Assets.

Definitions

For purposes of the Indenture:

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of

determination, the present value (discounted at the imputed rate of interest of such transaction as

determined in good faith by us) of the obligation of the lessee for net rental payments during the

remaining term of the lease included in such sale and leaseback transaction (including any period

for which such lease has been extended or may, at the option of the lessor, be extended). The

term “net rental payments” under any lease for any period means the sum of the rental and other

payments required to be paid in such period by the lessee thereunder, not including any amounts

required to be paid by such lessee (whether or not designated as rental or additional rent) on

account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges

required to be paid by such lessee thereunder or any amount required to be paid by lessee

thereunder contingent upon the amount of maintenance and repairs, insurance, taxes,

assessments, water rates or similar charges. In the case of any lease that is terminable by the

lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount

determined assuming termination upon the first date such lease may be terminated (in which case

the net amount shall also include the amount of the penalty, but shall not include any rent that

would be required to be paid under such lease subsequent to the first date upon which it may be

so terminated) or (y) the net amount determined assuming no such termination.

“Consolidated Net Tangible Assets” means the total amounts of assets (less depreciation

and valuation reserves and other reserves and items deductible from gross book value of specific

asset accounts under generally accepted accounting principles) that under generally accepted

accounting principles would be included on a consolidated balance sheet of us and our

consolidated Restricted Subsidiaries after deducting (1) all current liabilities, excluding current

liabilities that could be classified as long-term debt under generally accepted accounting

principles and current liabilities that are by their terms extendable or renewable at the obligor’s

option to a time more than 12 months after the time as of which the amount of current liabilities

is being computed; (2) Investments in Unrestricted Subsidiaries; and (3) all trade names,

trademarks, licenses, patents, copyrights and goodwill, organizational and development costs,

deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents

and similar items and tangible assets being amortized, and amortized debt discount and expense,

less unamortized premium.

“Exempted Debt” means the sum of the following items outstanding as of the date

Exempted Debt is being determined (1) Indebtedness of us and our Restricted Subsidiaries

secured by a Mortgage and not permitted to exist under the Indenture and (2) Attributable Debt

of us and our Restricted Subsidiaries in respect of all sale and leaseback transactions not

permitted under the Indenture.

Exhibit 4(xxv)

“Funded Debt” means Indebtedness that matures more than one year from the date of

creation, or that is extendable or renewable at the sole option of the obligor so that it may

become payable more than one year from such date. Funded Debt does not include (1)

obligations created pursuant to leases, (2) any Indebtedness or portion thereof maturing by its

terms within one year from the time of any computation of the amount of outstanding Funded

Debt unless such Indebtedness shall be extendable or renewable at the sole option of the obligor

in such manner that it may become payable more than one year from such time, or (3) any

Indebtedness for the payment or redemption of which money in the necessary amount shall have

been deposited in trust either at or before the maturity date thereof.

“Indebtedness” means any and all of the obligations of a person for money borrowed that

in accordance with generally accepted accounting principles would be reflected on the balance

sheet of such person as a liability as of the date of which the Indebtedness is to be determined.

Notwithstanding the foregoing, a change in generally accepted accounting principles subsequent

to November 30, 2018 shall not be deemed an incurrence of Indebtedness.

“Investment” means any investment in stock, evidences of Indebtedness, loans or

advances, however made or acquired, but does not include our account receivable or the accounts

receivable of any Restricted Subsidiary arising from transactions in the ordinary course of

business, or any evidences of Indebtedness, loans or advance made in connection with the sale to

any Subsidiary of our accounts receivable or the accounts receivable of any Restricted Subsidiary

arising from transactions in the ordinary course of business.

“Mortgage” means any mortgage, security interest, pledge, lien or other encumbrance.

“Principal Property” means all real property and improvements thereon owned by us or a

Restricted Subsidiary, including, without limitation, any manufacturing, warehouse, distribution

or research facility, and improvements therein, having a net book value in excess of 2% of

Consolidated Net Tangible Assets that is located within the United States, excluding its

territories and possessions and Puerto Rico. This term does not include any real property and

improvements thereon that our Board of Directors declares by resolution not to be of material

importance to the total business conducted by us and our Restricted Subsidiaries taken as a

whole.

“Restricted Subsidiary” means a Subsidiary that owns a Principal Property.

“Senior Funded Debt” means all Funded Debt (except Funded Debt, the payment of

which is subordinated to the payment of the notes).

“Subsidiary” means a corporation, partnership or other legal entity of which, in the case

of a corporation, more than 50% of the outstanding voting stock is owned, directly or indirectly,

by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries or, in the

case of any partnership or other legal entity, more than 50% of the ordinary capital interests is, at

the time, directly or indirectly owned or controlled by us or by one or more other Subsidiaries.

For the purposes of this definition, “voting stock” means the equity interest that ordinarily has

Exhibit 4(xxv)

voting power for the election of directors, managers or trustees of an entity, or persons

performing similar functions, whether at all times or only so long as no senior class of equity

interest has such voting power by reason of any contingency.

“Unrestricted Subsidiary” means any Subsidiary other than a Restricted Subsidiary.

Consolidation, Merger and Sale of Assets

We may consolidate or merge with or into any other corporation, and we may sell or

transfer all or substantially all of our assets to another corporation, provided, among other things,

that (a) we are the surviving corporation or the corporation formed by or resulting from any such

consolidation or merger or the transferee of such assets shall be a corporation organized and

existing under the laws of the United States, any state thereof or the District of Columbia and

shall expressly assume by supplemental indenture payment of the principal of, and premium, if

any, and interest, if any, on the notes issued under the Indenture and the performance and

observance of the Indenture and (b) we or such successor corporation shall not immediately

thereafter be in default under the Indenture.

Events of Default

The following events are defined in the Indenture as “Events of Default”:

1.default in the payment of any installment of interest on any series of notes for 30 days

after becoming due;

2.default in the payment of principal or premium, if any, of any series of notes when due;

3.default in the deposit of any sinking fund payment, when due;

4.default in the performance of any other covenant for 90 days after notice, which must be

sent by either the trustee or holders of 25% of the principal amount of the notes of the

affected series; and

5.certain events of bankruptcy, insolvency or reorganization.

If an Event of Default occurs and continues with respect to a series of notes, either the

trustee or the holders of at least 25% in principal amount of the outstanding notes of such series

may declare the entire principal amount of all the notes of such series to be due and payable;

provided that, in the case of an Event of Default involving certain events of bankruptcy,

insolvency or reorganization, such acceleration is automatic; and, provided further, that after

such acceleration, but before a judgment or decree based on acceleration, the holders of a

majority in aggregate principal amount of the outstanding notes of that series may, subject to

certain conditions, rescind and annul such acceleration if all Events of Default, other than the

nonpayment of accelerated principal, have been cured or waived.

Description of Debt Securities:

3.375% Notes due 2032

3.625% Notes due 2036

The Company’s 3.375% Notes due 2032 (the “2032 notes”) and 3.625% Notes due 2036

(the “2036 notes” and, together with the 2032 notes, the “notes”) were issued under a base

Exhibit 4(xxv)

indenture, dated as of January 15, 2010, between the Company and U.S. Bank Trust Company,

National Association, as trustee, as supplemented by the applicable supplemental indenture

governing a particular series of notes (as so supplemented, the “Indenture”). This summary is

subject to and qualified in its entirety by reference to all of the provisions of the Indenture and

the notes, including definitions of certain terms used in the Indenture and the notes.

General

The 2032 and the 2036 notes were issued as separate series of debt securities under the

Indenture. The notes are senior unsecured obligations of ours and rank equally in right of

payment with our other existing and future senior unsecured indebtedness. The notes are not

secured by any of our assets. Any future claims of our secured lenders with respect to assets

securing their loans will be prior to any claim of the holders of the notes with respect to those

assets. Holders of secured debt that we have now or may issue in the future may foreclose on the

assets securing such debt, reducing the cash flow from the foreclosed property available for

payment of unsecured debt, including the notes. Holders of our secured debt also would have

priority over unsecured creditors in the event of our bankruptcy, liquidation or similar

proceeding to the extent of the value of the collateral securing such debt. The notes are

structurally subordinated to all liabilities of our subsidiaries, including trade payables. Because

we conduct many of our operations through our subsidiaries, our right to participate in any

distribution of the assets of a subsidiary when it winds up its business is subject to the prior

claims of the creditors of that subsidiary. This means that your right to payment as a holder of

our notes is also subject to the prior claims of these creditors if a subsidiary liquidates or

reorganizes or otherwise winds up its business. If we are a creditor of any of our subsidiaries, our

right as a creditor would be subordinated to any security interest in the assets of those

subsidiaries and any indebtedness of our subsidiaries senior in right of payment to that held by

us.

The Indenture does not limit the amount of notes, unsecured debentures or other

evidences of indebtedness that we may issue under the Indenture and provides that notes,

unsecured debentures or other evidences of indebtedness may be issued from time to time in one

or more series. We may from time to time, without notice to, or the consent of, the holders of the

applicable series of the notes, create and issue additional notes of that series having the same

ranking and terms and conditions as the notes of that series, except for the issue date, the public

offering price and, in some cases, the first interest payment date. Any additional notes of either

series having such similar terms, together with the notes of that series offered, will constitute a

single series of securities under the Indenture. If the additional notes of a series, if any, are not

fungible with the notes of that series offered for U.S. federal income tax purposes, the additional

notes will have a separate CUSIP number.

The notes were issued in minimum denominations of €100,000 and integral multiples of

€1,000 in excess thereof and represented by one or more global notes deposited with, or on

behalf of, a common depositary and registered in the name of the nominee of the common

depositary for the accounts of Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank

SA/NV (“Euroclear”), as operator of the Euroclear System. Book-entry interests in the notes and

Exhibit 4(xxv)

all transfers relating to the notes will be reflected in the book-entry records of Clearstream and

Euroclear.

Principal of and interest on the notes are payable, and the notes are transferable or

exchangeable, at the office or offices or agency maintained by us for these purposes. Payment of

interest on the notes may be made at our option by check mailed to the registered holders thereof.

The 2032 notes and the 2036 notes are listed on the New York Stock Exchange under the

symbols “SYK32” and “SYK36,” respectively. We have no obligation to maintain such listings,

and we may delist any series of the notes at any time.

Elavon Financial Services DAC is paying agent for the notes. U.S. Bank Trust Company,

National Association is registrar and transfer agent for the notes. Upon notice to the trustee, we

may change the paying agent, registrar or transfer agent.

Principal Amount, Maturity and Interest

The 2032 notes are limited to €800,000,000 in aggregate principal amount and will

mature on September 11, 2032 (the “2032 maturity date”), and the 2036 notes are limited to

€600,000,000 in aggregate principal amount and will mature on September 11, 2036 (the “2036

maturity date” and, together with the 2032 maturity date, each, a “maturity date”). The 2032

notes bear interest at the rate of 3.375% per annum from the date of original issuance or from the

most recent interest payment date to which interest has been paid or provided for. The 2036 notes

bear interest at the rate of 3.625% per annum from the date of original issuance or from the most

recent interest payment date to which interest has been paid or provided for. We make interest

payments on the notes annually in arrears on September 11 of each year (each, an “interest

payment date”), commencing on September 11, 2025, to the holders of record at the close of

business on the day immediately preceding the relevant interest payment date (regardless of

whether such day is a business day). Interest on the notes is computed on the basis of the actual

number of days in the period for which interest is being calculated divided by the actual number

of days from and including the last date on which interest was paid on the notes (or September

11, 2024, if no interest has been paid on the applicable series of the notes), to, but excluding, the

next scheduled interest payment date. This payment convention is referred to as “Actual/Actual

(ICMA)” or “ICMA Actual/Actual”, as described in the handbook of the International Capital

Market Association.

If an interest payment date or the maturity date with respect to either series of the notes

falls on a day that is not a business day, the payment will be made on the next business day as if

it were made on the date the payment was due, and no interest will accrue on the amount so

payable for the period from and after that interest payment date or the maturity date, as the case

may be, to the date the payment is made. Interest payments include accrued interest from and

including the date of issue or from and including the last date in respect of which interest has

been paid, as the case may be, to, but excluding, the interest payment date or the maturity date, as

the case may be.

Exhibit 4(xxv)

A “business day” is any day that is not a Saturday, Sunday or other day on which banking

institutions in New York City, London or another place of payment on the notes are authorized

or required by law to close and on which the Trans-European Automated Real-Time Gross

Settlement Express Transfer system (known as the T2 system), or any successor or replacement

system, is open.

Issuance in Euro

All payments of interest, premium, if any, and principal, including payments made upon

any redemption or repurchase of the notes, will be made in euro; provided that if the euro is

unavailable to us due to the imposition of exchange controls or other circumstances beyond our

control or if the euro is no longer being used by the then member states of the European

Monetary Union that have adopted the euro as their currency or for the settlement of transactions

by public institutions of or within the international banking community, then all payments in

respect of the notes will be made in U.S. dollars until the euro is again available to us or so used.

In such circumstances, the amount payable on any date in euro will be converted into U.S.

dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the

close of business on the second business day prior to the relevant payment date or, if the Board

of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis

of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or

prior to the second business day prior to the relevant payment date or, in the event The Wall

Street Journal has not published such exchange rate, the rate will be determined in our sole

discretion on the basis of the most recently available market exchange rate for the euro. Any

payment in respect of the notes so made in U.S. dollars will not constitute an Event of Default

(as defined in the Indenture). Neither the trustee nor the paying agent shall have any

responsibility for any calculation or conversion in connection with the foregoing.

Investors are subject to foreign exchange risks as to payments of principal, premium, if

any, and interest that may have important economic and tax consequences to them.

Optional Redemption

We may redeem the 2032 notes prior to June 11, 2032 (the “2032 Par Call Date”) and the

2036 notes prior to June 11, 2036 (the “2036 Par Call Date” and, together with the 2032 Par Call

Date, each, a “Par Call Date”) in whole, at any time, or in part, from time to time, at our option,

for cash, at a redemption price equal to the greater of:

1)  100% of the principal amount of the notes of the applicable series to be redeemed; or

2)  an amount determined by the Quotation Agent (as defined below) equal to the sum of the

present values of the remaining scheduled payments of principal, premium, if any, and interest

thereon (not including any portion of such payments of interest accrued to the date of

redemption) to the applicable Par Call Date, discounted to the date of redemption on an annual

basis (Actual/Actual (ICMA) at the Comparable Government Bond Rate (as defined below)),

plus 20 basis points, in the case of the 2032 notes, and 25 basis points, in the case of the 2036

notes,

Exhibit 4(xxv)

plus accrued and unpaid interest thereon to, but not including, the date of redemption.

On or after the applicable Par Call Date, we may redeem the applicable series of the

notes, in whole, at any time, or in part, from time to time, at our option, for cash, at a redemption

price equal to 100% of the principal amount of such series of the notes, plus accrued and unpaid

interest to, but not including, the redemption date.

The principal amount of any note remaining outstanding after a redemption in part shall

be €100,000 or a higher integral multiple of €1,000. Notwithstanding the foregoing, installments

of interest on either series of the notes that are due and payable on interest payment dates falling

on or prior to a redemption date will be payable on the interest payment date to the registered

holders as of the close of business on the relevant record date.

“Comparable Government Bond” means, in relation to any Comparable Government

Bond Rate calculation, at the discretion of an independent investment bank selected by us (the

“Quotation Agent”), a Federal Government Bond of the Bundesrepublik Deutschland (a

“German government bond”) whose maturity is closest to the Par Call Date, or if such Quotation

Agent in its discretion determines that such similar bond is not in issue, such other German

government bond as such Quotation Agent may, with the advice of three brokers of, and/or

market makers in, German government bonds selected by us, determine to be appropriate for

determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the price, expressed as a percentage

(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross

redemption yield on the notes to be redeemed, if they were to be purchased at such price on the

third business day prior to the date fixed for redemption, would be equal to the gross redemption

yield on such business day of the Comparable Government Bond on the basis of the middle

market price of the Comparable Government Bond prevailing at 11:00 A.M. (London time) on

such business day as determined by the Quotation Agent selected by us.

Notice of any redemption will be sent (or, in the case of notes held in book-entry form, be

transmitted electronically) at least 10 days but not more than 60 days before the redemption date

to each registered holder of the notes to be redeemed. Unless we default in payment of the

redemption price, on and after the redemption date, interest will cease to accrue on the notes or

portions thereof called for redemption. If less than all of the notes of a series are to be redeemed,

the notes of such series to be redeemed will be selected by the trustee in accordance with the

standard procedures of the depositary. If the notes of a series to be redeemed are not global notes

then held by Euroclear or Clearstream, the trustee will select the notes of that series to be

redeemed on a pro rata basis. If the notes are listed on the NYSE or any other national securities

exchange, the trustee will select notes in compliance with the requirements of the NYSE or other

principal national securities exchange on which the notes are listed.

Notwithstanding the foregoing, if less than all of the notes of a series is to be redeemed,

no notes of that series of a principal amount of €100,000 or less shall be redeemed in part. If

Exhibit 4(xxv)

money sufficient to pay the redemption price on the notes (or portions thereof) of a series to be

redeemed on the redemption date is deposited with the paying agent on or before the redemption

date and certain other conditions are satisfied, then on and after such redemption date, interest

will cease to accrue on the notes (or such portion thereof) of such series called for redemption.

Notice of any redemption may, at our discretion, be subject to one or more conditions

precedent, including, but not limited to, completion of an equity offering, a financing, or other

corporate transaction. In addition, if such redemption or notice is subject to satisfaction of one or

more conditions precedent, such notice shall state that, in our discretion, such notice may be

rescinded in the event that any or all such conditions shall not have been satisfied by the

redemption date.

Optional Redemption for Tax Reasons

The notes of either series may be redeemed at our option at any time in whole, but not in

part, on not less than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of

the notes of such series together with accrued and unpaid interest, if any, to, but excluding, the

redemption date if, as a result of any change in, or amendment to, the laws, regulations or rulings

of the United States (or any political subdivision or taxing authority thereof or therein having

power to tax), or any change in official position regarding application or interpretation of those

laws, regulations or rulings (including a holding by a court of competent jurisdiction), which

change, amendment, application or interpretation is announced or becomes effective on or after

the original issue date with respect to the notes, we become or, based upon a written opinion of

independent counsel selected by us, will become obligated to pay additional amounts as

described below in “— Payment of Additional Amounts.”

Payment of Additional Amounts

All payments of principal, interest, and premium, if any, in respect of the notes will be

made free and clear of, and without withholding or deduction for, any present or future taxes,

assessments, duties or governmental charges of whatever nature imposed, levied or collected by

the United States (or any political subdivision or taxing authority thereof or therein having power

to tax), unless such withholding or deduction is required by law or the official interpretation or

administration thereof.

We will, subject to the exceptions and limitations set forth below, pay as additional

interest in respect of the notes such additional amounts as are necessary in order that the net

payment by us of the principal of, premium, if any, and interest in respect of the notes to a holder

who is not a United States person (as defined below), after withholding or deduction for any

present or future tax, assessment, duties or other governmental charge imposed by the United

States (or any political subdivision or taxing authority thereof or therein having power to tax),

will not be less than the amount provided in the notes to be then due and payable; provided,

however, that the foregoing obligation to pay additional amounts shall not apply:

1)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the holder (or the beneficial owner for whose benefit such holder holds such note), or a

fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate,

Exhibit 4(xxv)

trust, partnership or corporation, or a person holding a power over an estate or trust administered

by a fiduciary holder, being considered as:

a)  being or having been engaged in a trade or business in the United States or having or

having had a permanent establishment in the United States;

b)  having a current or former connection with the United States (other than a connection

arising solely as a result of the ownership of the notes, the receipt of any payment in respect of

the notes or the enforcement of any rights hereunder), including being or having been a citizen or

resident of the United States;

c)  being or having been a personal holding company, a passive foreign investment company

or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt

organization, or a corporation that has accumulated earnings to avoid U.S. federal income tax;

d)  being or having been a “10-percent shareholder” of the Company as defined in section

871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any

successor provision; or

e)  being a bank receiving payments on an extension of credit made pursuant to a loan

agreement entered into in the ordinary course of its trade or business, as described in section

881(c)(3)(A) of the Code or any successor provision;

2)  to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or

that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but

only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with

respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability

company or other fiscally transparent entity would not have been entitled to the payment of an

additional amount had the beneficiary, settlor, beneficial owner or member received directly its

beneficial or distributive share of the payment;

3)  to the extent any tax, assessment or other governmental charge that would not have been

imposed but for the failure of the holder or any other person to comply with certification,

identification or information reporting requirements concerning the nationality, residence,

identity or connection with the United States of the holder or beneficial owner of the notes, if

compliance is required by statute, by regulation of the United States or any taxing authority

therein or by an applicable income tax treaty to which the United States is a party as a

precondition to exemption from such tax, assessment or other governmental charge;

4)  to any tax, assessment or other governmental charge that is imposed otherwise than by

withholding by us or a paying agent from the payment;

5)  to any tax, assessment or other governmental charge required to be withheld by any paying

agent from any payment of principal of or interest on any notes, if such payment can be made

without such withholding by any other paying agent;

6)  to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or

similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of

notes;

7)  to the extent any tax, assessment or other governmental charge would not have been imposed

but for the presentation by the holder of any note, where presentation is required, for payment on

a date more than 30 days after the date on which payment became due and payable or the date on

which payment thereof is duly provided for, whichever occurs later except to the extent that the

beneficiary or holder thereof would have been entitled to the payment of additional amounts had

such note been presented for payment on any day during such 30-day period;

Exhibit 4(xxv)

8)  to any tax, assessment or other governmental charge imposed under sections 1471 through

1474 of the Code (or any amended or successor provisions), any current or future regulations or

official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the

Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any

intergovernmental agreement entered into in connection with the implementation of such

sections of the Code, whether currently in effect or as published and amended from time to time;

9)  to any tax, assessment or other governmental charge that is imposed or withheld solely by

reason of a change in law, regulation, or administrative or judicial interpretation that becomes

effective more than 15 days after the payment becomes due or is duly provided for, whichever

occurs later; or

10) in the case of any combination of the above numbered items.

The notes are subject in all cases to any tax, fiscal or other law or regulation or

administrative or judicial interpretation applicable to the notes. Except as specifically provided

under this heading “—Payment of Additional Amounts,” we are not required to make any

payment for any tax, assessment or other governmental charge imposed by any government or a

political subdivision or taxing authority of or in any government or political subdivision.

As used under this heading “—Payment of Additional Amounts” and under the heading

“—Optional Redemption for Tax Reasons,” the term “United States” means the United States of

America, its territories and possessions, the states of the United States and the District of

Columbia, and the term “United States person” means (i) any individual who is a citizen or

resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership

or other entity created or organized in or under the laws of the United States, any state of the

United States or the District of Columbia (other than a partnership that is not treated as a United

States person for United States federal income tax purposes), (iii) any estate the income of which

is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United

States court can exercise primary supervision over the administration of the trust and one or more

United States persons can control all substantial trust decisions, or if a valid election is in place

to treat the trust as a United States person.

Sinking Fund

The notes will not be entitled to any sinking fund.

Repurchase at the Option of Holders Upon Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs in respect of a series

of the notes, unless we have exercised our right to redeem the notes of such series as described

above under “—Optional Redemption or “—Optional Redemption for Tax Reasons,” we will be

required to make an offer (a “Change of Control Offer”) to each holder of such series of notes to

repurchase all or any part (in minimum denominations of €100,000 and integral multiples of

€1,000 in excess thereof) of that holder’s notes at a repurchase price in cash equal to 101% of the

aggregate principal amount of notes repurchased plus any accrued and unpaid interest on the

notes repurchased to, but not including, the date of such repurchase. Within 30 days following

any Change of Control Repurchase Event or, at our option, prior to any Change of Control (as

defined below), but after the public announcement of an impending Change of Control, we will

Exhibit 4(xxv)

mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions

that constitute or may constitute the Change of Control Repurchase Event and offering to

repurchase notes on the payment date specified in the notice, which date will be no earlier than

30 days and no later than 60 days from the date such notice is mailed. The notice will, if mailed

prior to the date of consummation of the Change of Control, state that the offer to purchase is

conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date

specified in the notice.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act

of 1934, as amended, or the Exchange Act, and any other securities laws and regulations

thereunder, to the extent those laws and regulations are applicable in connection with the

repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that

the provisions of any securities laws or regulations conflict with the Change of Control

Repurchase Event provisions of the notes, we will comply with the applicable securities laws and

regulations and will not be deemed to have breached our obligations under the Change of Control

Repurchase Event provisions of the notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, we will, to the extent lawful:

1.accept for payment all notes or portions of notes (in minimum denominations of

€100,000 and integral multiples of €1,000 in excess thereof) properly tendered pursuant

to our offer;

2.deposit with the paying agent an amount equal to the aggregate purchase price in respect

of all notes or portions of notes properly tendered; and

3.deliver or cause to be delivered to the trustee for cancellation the notes properly accepted,

together with an officers’ certificate stating the aggregate principal amount of notes being

repurchased by us.

The paying agent will promptly mail to each holder of notes properly tendered the

purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be

transferred by book-entry) to each holder a new note equal in principal amount to any

unpurchased portion of any notes surrendered; provided, that each new note will be in minimum

denominations of €100,000 and integral multiples of €1,000 in excess thereof.

We will not be required to make a Change of Control Offer upon a Change of Control

Repurchase Event if (i) a third party makes such an offer in the manner, at the times and

otherwise in compliance with the requirements for a Change of Control Offer made by us and

such third party purchases all notes properly tendered and not withdrawn under its offer or (ii)

we have previously or concurrently mailed a redemption notice with respect to all of the

outstanding notes as described under “Optional Redemption” above.

If holders of not less than 90% in aggregate principal amount of the outstanding notes of

either series validly tender and do not withdraw such notes in a Change of Control Offer and we,

or any third party making such an offer in lieu of us as described above, purchases all of the

notes of such series validly tendered and not withdrawn by such holders, we or such third party

will have the right, upon not less than 10 days nor more than 60 days’ prior notice, provided that

Exhibit 4(xxv)

such notice is given not more than 30 days following such repurchase pursuant to the Change of

Control Offer described above, to redeem all notes of such series that remain outstanding

following such purchase on a date specified in such notice (the “Second Change of Control

Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of notes

of such series repurchased plus any accrued and unpaid interest on the notes of such series

repurchased to, but not including, the Second Change of Control Payment Date.

We have no present intention to engage in a transaction involving a Change of Control,

although it is possible that we would decide to do so in the future. We could, in the future, enter

into certain transactions, including acquisitions, refinancings or other recapitalizations, that

would not constitute a Change of Control but that could increase the amount of debt outstanding

at such time or otherwise affect our capital structure or credit ratings.

Definitions

“Below Investment Grade Rating Event” means the notes of such series are rated below

Investment Grade by each of the Rating Agencies on any date during the period commencing

upon the first public notice of the occurrence of a Change of Control or our intention to effect a

Change of Control and ending 60 days following public notice of the occurrence of the related

Change of Control (which period shall be extended so long as the rating of the notes of such

series is under publicly announced consideration for possible downgrade by any of the Rating

Agencies, provided that no such extension shall occur if on such 60th day the notes of such series

are rated Investment Grade by at least one of such Rating Agency and are not subject to review

for possible downgrade by such Rating Agency); provided further that a Below Investment

Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be

deemed to have occurred in respect of a particular Change of Control (and thus shall not be

deemed a Below Investment Grade Rating Event for purposes of the definition of Change of

Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to

which this definition would otherwise apply do not announce or publicly confirm or inform the

trustee in writing at its request that the reduction was the result, in whole or in part, of any event

or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of

Control (whether or not the applicable Change of Control shall have occurred at the time of the

Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following:

1)  the direct or indirect sale, transfer, conveyance or other disposition (other than by way of

merger or consolidation), in one or a series of related transactions, of all or substantially all of

our assets and those of our subsidiaries taken as a whole to any “person” (as that term is used in

Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;

2)  the adoption of a plan relating to our liquidation or dissolution; or

3)  the consummation of any transaction (including, without limitation, any merger or

consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of

the Exchange Act), other than us or one or more of our subsidiaries, becomes the beneficial

owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50%

of the then outstanding number of shares of our Voting Stock.

Exhibit 4(xxv)

Notwithstanding the foregoing, a transaction will not be considered to be a Change of

Control if (a) we become a direct or indirect wholly-owned subsidiary of a holding company and

(b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of

the holding company are substantially the same as the holders of our Voting Stock immediately

prior to that transaction or (ii) immediately following that transaction, no person is the beneficial

owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Repurchase Event” means the occurrence of both a Change of

Control and a Below Investment Grade Rating Event.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under

any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its

equivalent under any successor rating categories of S&P) or the equivalent investment grade

credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation,

and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or

S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons

outside of our control, a “nationally recognized statistical rating organization” within the

meaning of Section 3(a)(62) under the Exchange Act, selected by us as a replacement agency for

Moody’s or S&P, or both of them, as the case may be.

“S&P” means S&P Global Ratings Inc., a division of S&P Global Inc. and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such

person that is at the time entitled to vote generally in the election of the board of directors of such

person.

The definition of “Change of Control” includes a phrase relating to the direct or indirect

sale, transfer, conveyance or other disposition of “all or substantially all” of our assets and those

of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting

the phrase “substantially all,” there is no precise established definition of the phrase under

applicable law. Accordingly, the ability of a holder of notes to require us to repurchase the notes

as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the

assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.

Certain Covenants

Limitation on Liens

The Indenture contains a covenant that we will not, and we will not permit any of our

Restricted Subsidiaries (as defined below) to, issue, assume or guarantee any Indebtedness (as

defined below) secured by any Mortgage (as defined below) upon any of our Principal Properties

Exhibit 4(xxv)

(as defined below) or those of any of our Restricted Subsidiaries without equally and ratably

securing the notes (and, if we so determine, any other Indebtedness ranking equally with the

notes) with such Indebtedness.

This covenant will not prevent us or any Restricted Subsidiary from issuing, assuming or

guaranteeing:

1.any purchase money mortgage on such Principal Property prior to, simultaneously with

or within 180 days after the later of (1) the acquisition or completion of construction or

completion of substantial reconstruction, renovation, remodeling, expansion or

improvement (each, a “substantial improvement”) of such Principal Property or (2) the

placing in operation of such property after the acquisition or completion of any such

construction or substantial improvement;

2.Mortgages on a Principal Property existing at the time of acquisition, including

acquisition through merger or consolidation;

3.Mortgages existing on the date of the initial issuance of the notes, Mortgages on assets of

a corporation or other business entity existing on the date it becomes a Restricted

Subsidiary or is merged or consolidated with us or a Restricted Subsidiary or at the time

the corporation or other business entity sells, leases or otherwise disposes of its property

as an entirety or substantially as an entirety to us or a Restricted Subsidiary or Mortgages

on the assets of a Subsidiary (as defined below) that is newly designated as a Restricted

Subsidiary if the Mortgage would have been permitted under the provisions of this

paragraph if such Mortgage was created while the Subsidiary was a Restricted

Subsidiary;

4.Mortgages in favor of us or a Restricted Subsidiary;

5.Mortgages for taxes, assessments or governmental charges or levies that are not

delinquent or that are being contested in good faith;

6.Carriers’, warehousemen’s, materialmen’s, repairmen’s, mechanic’s, landlords’ and other

similar Mortgages arising in ordinary course of business that are not delinquent or remain

payable without penalty or that are being contested in good faith;

7.Mortgages (other than any Mortgage imposed by the Employee Retirement Income

Security Act of 1974) consisting of pledges or deposits required in the ordinary course of

business in connection with workers’ compensation, unemployment insurance and other

social security legislation;

8.Easements, rights-of-way, restrictions, encroachments, imperfections and other similar

encumbrances affecting real property that, in the aggregate, are not substantial in amount

and do not in any case materially detract from the value of the Principal Property subject

thereto or materially interfere with the ordinary conduct of our and our Subsidiaries’

business, taken as a whole;

9.Mortgages arising by reason of deposits with, or the giving of any form of security to,

any governmental agency or any body created or approved by law or governmental

regulation, including any zoning or similar law or right reserved to or vested in any

governmental office or agency to control or regulate the use of any real property;

10.Mortgages arising from filing Uniform Commercial Code financing statements relating

solely to leases; and

Exhibit 4(xxv)

11.Mortgages to secure Indebtedness incurred to extend, renew, refinance or replace

Indebtedness secured by any Mortgages referred to above, provided that the principal

amount of the extended, renewed, refinanced or replaced Indebtedness does not exceed

the principal amount of Indebtedness so extended, renewed, refinanced or replaced, plus

transaction costs and fees, and that any such Mortgage applies only to the same property

or assets subject to the prior permitted Mortgage (and, in the case of real property,

improvements).

Limitations on Sale and Leaseback Transactions

The Indenture contains a covenant that we will not, and will not permit any Restricted

Subsidiary to, enter into any arrangement with any person providing for the leasing by us or any

Restricted Subsidiary of any Principal Property owned or acquired thereafter that has been or is

to be sold or transferred by us or such Restricted Subsidiary to such person with the intention of

taking back a lease of such Principal Property, a “sale and leaseback transaction,” without

equally and ratably securing the notes (and, if we so determine, any other Indebtedness ranking

equally with the notes), unless:

1.within 180 days after the receipt of the proceeds of the sale or transfer, we or any

Restricted Subsidiary apply an amount equal to the greater of the net proceeds of the sale

or transfer or the fair value of such Principal Property at the time of the sale or transfer to

any (or a combination) of (1) the prepayment or retirement (other than any mandatory

prepayment or retirement) of our Senior Funded Debt or (2) the purchase, construction,

development, expansion or improvement of other comparable property, subject in each

case to credits for voluntary retirements of our Senior Funded Debt; or

2.we or such Restricted Subsidiary would be entitled, at the effective date of the sale or

transfer, to incur Indebtedness secured by a Mortgage on such Principal Property, in an

amount at least equal to the Attributable Debt (as defined below) in respect of the sale

and leaseback transaction, without equally and ratably securing the notes pursuant to “—

Limitation on Liens” described above.

The foregoing restriction will not apply to:

1.any sale and leaseback transaction for a term of not more than three years including

renewals;

2.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within three years after the later of (1)

the date of the issuance of the notes under the Supplemental Indenture, or (2) the date

such Principal Property was acquired;

3.any sale and leaseback transaction with respect to a Principal Property if a binding

commitment with respect thereto is entered into within 180 days after the later of the date

such property was acquired and, if applicable, the date such property was first placed in

operation; or

4.any sale and leaseback transaction between us and a Restricted Subsidiary or between

Restricted Subsidiaries.

Exhibit 4(xxv)

Exception to Limitations for Exempted Debt

Notwithstanding the limitations in the Indenture on liens and sale and leaseback

transactions, we or any Restricted Subsidiary may, in addition to sale and leaseback transactions

permitted under such restrictions and without equally and ratably securing the notes, create or

assume and renew, extend or replace Mortgages, or enter into any sale and leaseback transaction

without any obligation to retire any of our or any Restricted Subsidiary’s Senior Funded Debt (as

defined below), provided that, at the time of such creation, assumption, renewal, extension or

replacement of a Mortgage or at the time of entering into such sale and leaseback transactions,

and after giving effect thereto, our Exempted Debt (as defined below) does not exceed 15% of

our Consolidated Net Tangible Assets (as defined below).

Definitions

For purposes of the Indenture:

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of

determination, the present value (discounted at the imputed rate of interest of such transaction as

determined in good faith by us) of the obligation of the lessee for net rental payments during the

remaining term of the lease included in such sale and leaseback transaction (including any period

for which such lease has been extended or may, at the option of the lessor, be extended). The

term “net rental payments” under any lease for any period means the sum of the rental and other

payments required to be paid in such period by the lessee thereunder, not including any amounts

required to be paid by such lessee (whether or not designated as rental or additional rent) on

account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges

required to be paid by such lessee thereunder or any amount required to be paid by lessee

thereunder contingent upon the amount of maintenance and repairs, insurance, taxes,

assessments, water rates or similar charges. In the case of any lease that is terminable by the

lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount

determined assuming termination upon the first date such lease may be terminated (in which case

the net amount shall also include the amount of the penalty, but shall not include any rent that

would be required to be paid under such lease subsequent to the first date upon which it may be

so terminated) or (y) the net amount determined assuming no such termination.

“Consolidated Net Tangible Assets” means the total amounts of assets (less depreciation

and valuation reserves and other reserves and items deductible from gross book value of specific

asset accounts under generally accepted accounting principles) that under generally accepted

accounting principles would be included on a consolidated balance sheet of us and our

consolidated Restricted Subsidiaries after deducting (1) all current liabilities, excluding current

liabilities that could be classified as long-term debt under generally accepted accounting

principles and current liabilities that are by their terms extendable or renewable at the obligor’s

option to a time more than 12 months after the time as of which the amount of current liabilities

is being computed; (2) Investments in Unrestricted Subsidiaries; and (3) all trade names,

trademarks, licenses, patents, copyrights and goodwill, organizational and development costs,

deferred charges, other than prepaid items such as insurance, taxes, interest, commissions, rents

and similar items and tangible assets being amortized, and amortized debt discount and expense,

less unamortized premium.

Exhibit 4(xxv)

“Exempted Debt” means the sum of the following items outstanding as of the date

Exempted Debt is being determined (1) Indebtedness of us and our Restricted Subsidiaries

secured by a Mortgage and not permitted to exist under the Indenture and (2) Attributable Debt

of us and our Restricted Subsidiaries in respect of all sale and leaseback transactions not

permitted under the Indenture.

“Funded Debt” means Indebtedness that matures more than one year from the date of

creation, or that is extendable or renewable at the sole option of the obligor so that it may

become payable more than one year from such date. Funded Debt does not include (1)

obligations created pursuant to leases, (2) any Indebtedness or portion thereof maturing by its

terms within one year from the time of any computation of the amount of outstanding Funded

Debt unless such Indebtedness shall be extendable or renewable at the sole option of the obligor

in such manner that it may become payable more than one year from such time, or (3) any

Indebtedness for the payment or redemption of which money in the necessary amount shall have

been deposited in trust either at or before the maturity date thereof.

“Indebtedness” means any and all of the obligations of a person for money borrowed that

in accordance with generally accepted accounting principles would be reflected on the balance

sheet of such person as a liability as of the date of which the Indebtedness is to be determined.

Notwithstanding the foregoing, a change in generally accepted accounting principles subsequent

to November 30, 2018 shall not be deemed an incurrence of Indebtedness.

“Investment” means any investment in stock, evidences of Indebtedness, loans or

advances, however made or acquired, but does not include our account receivable or the accounts

receivable of any Restricted Subsidiary arising from transactions in the ordinary course of

business, or any evidences of Indebtedness, loans or advance made in connection with the sale to

any Subsidiary of our accounts receivable or the accounts receivable of any Restricted Subsidiary

arising from transactions in the ordinary course of business.

“Mortgage” means any mortgage, security interest, pledge, lien or other encumbrance.

“Principal Property” means all real property and improvements thereon owned by us or a

Restricted Subsidiary, including, without limitation, any manufacturing, warehouse, distribution

or research facility, and improvements therein, having a net book value in excess of 2% of

Consolidated Net Tangible Assets that is located within the United States, excluding its

territories and possessions and Puerto Rico. This term does not include any real property and

improvements thereon that our Board of Directors declares by resolution not to be of material

importance to the total business conducted by us and our Restricted Subsidiaries taken as a

whole.

“Restricted Subsidiary” means a Subsidiary that owns a Principal Property.

“Senior Funded Debt” means all Funded Debt (except Funded Debt, the payment of

which is subordinated to the payment of the notes).

Exhibit 4(xxv)

“Subsidiary” means a corporation, partnership or other legal entity of which, in the case

of a corporation, more than 50% of the outstanding voting stock is owned, directly or indirectly,

by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries or, in the

case of any partnership or other legal entity, more than 50% of the ordinary capital interests is, at

the time, directly or indirectly owned or controlled by us or by one or more other Subsidiaries.

For the purposes of this definition, “voting stock” means the equity interest that ordinarily has

voting power for the election of directors, managers or trustees of an entity, or persons

performing similar functions, whether at all times or only so long as no senior class of equity

interest has such voting power by reason of any contingency.

“Unrestricted Subsidiary” means any Subsidiary other than a Restricted Subsidiary.

Consolidation, Merger and Sale of Assets

We may consolidate or merge with or into any other corporation, and we may sell or

transfer all or substantially all of our assets to another corporation, provided, among other things,

that (a) we are the surviving corporation or the corporation formed by or resulting from any such

consolidation or merger or the transferee of such assets shall be a corporation organized and

existing under the laws of the United States, any state thereof or the District of Columbia and

shall expressly assume by supplemental indenture payment of the principal of, and premium, if

any, and interest, if any, on the notes issued under the Indenture and the performance and

observance of the Indenture and (b) we or such successor corporation shall not immediately

thereafter be in default under the Indenture.

Events of Default

The following events are defined in the Indenture as “Events of Default”:

1.default in the payment of any installment of interest on any series of notes for 30 days

after becoming due;

2.default in the payment of principal or premium, if any, of any series of notes when due;

3.default in the deposit of any sinking fund payment, when due;

4.default in the performance of any other covenant for 90 days after notice, which must be

sent by either the trustee or holders of 25% of the principal amount of the debt securities

of the affected series;

5.certain events of bankruptcy, insolvency or reorganization; and

6.any other Event of Default that may be set forth in the supplemental indenture or board

resolution with respect to a particular series of debt securities.

If an Event of Default occurs and continues with respect to a series of notes, either the

trustee or the holders of at least 25% in principal amount of the outstanding debt securities of

such series (or such lesser amount as may be provided for in the debt securities of such series)

may declare the entire principal amount of all the debt securities of such series to be due and

payable; provided that, in the case of an Event of Default involving certain events of bankruptcy,

insolvency or reorganization, such acceleration is automatic; and, provided further, that after

such acceleration, but before a judgment or decree based on acceleration, the holders of a

majority in aggregate principal amount of the outstanding debt securities of that series may,

Exhibit 4(xxv)

subject to certain conditions, rescind and annul such acceleration if all Events of Default, other

than the nonpayment of accelerated principal, have been cured or waived.

Ex 10(i) 2026 stock option award letter and T&C Exhibit 10(i)

Kevin A. Lobo

Chair and CEO

Personal and Confidential

February 4, 2026

First Name Last Name

Dear First Name,

I am pleased to inform you that you are one of a select group of individuals receiving a stock option award

in 2026. We use these awards to reward performers who we believe will be key contributors to our growth

well into the future. The total Award Date Value (ADV) of your award is approximately USD $xx,xxx.

We are awarding you a nonstatutory stock option for xxx shares of Stryker Corporation Common Stock at a

price of USD $xxx.xx per share. Except as otherwise provided in the Terms and Conditions, you may

exercise this option at 20% per year beginning on February 4, 2027, and it will expire on February 3, 2036.

You must “Accept” the award online via the UBS One Source web site located at www.ubs.com/

onesource/SYK between March 3 and March 31, 2026. The detailed terms of the option are in the Terms

and Conditions, any applicable country addendum and the provisions of the Company's 2011 Long- Term

Incentive Plan, as Amended and Restated. Those documents, together with the related Prospectus, are

available on the UBS One Source web site, and you should read them before accepting the award. In

addition, you may be asked to sign the most recent version of Stryker’s Confidentiality, Intellectual

Property, Non-Competition and Non-Solicitation Agreement (“Non-Compete Agreement”) in connection with

this award. If you are asked to sign the Non-Compete Agreement, it will be emailed to you and you will be

asked to sign the document electronically via Adobe Sign by March 31, 2026. The exercisability of the

options is conditioned on you having signed the Non-Compete Agreement by March 31, 2026, where

permitted by applicable law.

You can find additional educational materials on the UBS One Source web site in the Resources section,

including Stock Option brochure and Stock Option Tax Questions & Answers.

Sincerely,

Kevin A. Lobo

Chair and Chief Executive Officer

Exhibit 10(i)

STRYKER CORPORATION

TERMS AND CONDITIONS

RELATING TO NONSTATUTORY STOCK OPTIONS GRANTED

PURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

1.The Options to purchase Shares of Stryker Corporation (the "Company") granted to

you during 2026 are subject to these Terms and Conditions Relating to Nonstatutory Stock Options

Granted Pursuant to the 2011 Long-Term Incentive Plan, as Amended and Restated (the "Terms and

Conditions") and all of the terms and conditions of the Stryker Corporation 2011 Long-Term

Incentive Plan, as Amended and Restated (the "2011 Plan"), which is incorporated herein by

reference. In the case of a conflict between these Terms and Conditions and the terms of the 2011

Plan, the provisions of the 2011 Plan will govern. Capitalized terms used but not defined herein have

the meaning provided therefor in the 2011 Plan. For purposes of these Terms and Conditions,

"Employer" means the Company or any Subsidiary that employs you on the applicable date, and

"Stock Plan Administrator" means UBS Financial Services Inc. (or any other independent service

provider engaged by the Company to assist with the implementation, operation and administration

of the 2011 Plan).

2.Upon the termination of your employment with your Employer, your right to exercise

the Options shall be only as follows:

(a)If your employment is terminated by reason of Disability (as such term is

defined in the 2011 Plan) or death, you, your legal representative or your estate shall have the right,

for a period of one (1) year following such termination, to exercise the Options with respect to all or

any part of the Shares subject thereto, regardless of whether the right to purchase such Shares had

vested on or before the date of your termination by Disability or death.

(b)If your employment is terminated by reason of Retirement (as such term is

defined in the 2011 Plan) prior to the date that your Options become fully vested, you will continue

to vest in your Options in accordance with the vesting schedule as set forth in the award letter as if

you had continued your employment with your Employer. You (or your estate in the event of your

death after your termination by Retirement) shall have the right, at any time on or prior to the 10th

anniversary of the grant date, to exercise the vested portion of the Options.

(c)If you cease to be an Employee for any reason other than those provided in (a)

or (b) above, you or your estate (in the event of your death after such termination) may, within the

30-day period following such termination, exercise the Options with respect to only such number of

Shares as to which the right of exercise had vested on or before the Termination Date. If you are

resident or employed in the United States, "Termination Date" shall mean the last day on which you

are an Employee of your Employer. In conjunction with the foregoing and for the sake of clarity, any

period of services as an independent contractor following your Termination Date shall not extend

your employment period beyond your Termination Date, regardless of whether you are reclassified

as a common law employee. If you are resident or employed outside of the United States,

"Termination Date" shall mean the last day on which you are an Employee of your Employer,

provided that (1) your notice period is 12 months or less, or (2) your employment ends less than 12

months after the date on which you signed your termination agreement. Other than Section 16

officers (as defined below), if your notice period exceeds 12 months, then "Termination Date" will

be 12 months after the date on which notice was given, whether it be by you or your Employer. If

your employment ends more than 12 months after you signed your termination agreement, then

“Termination Date” will be 12 months after the date on which you signed your termination

agreement. If you are an officer of the Company and in such capacity are subject to reporting under

Section 16 of the U.S. Securities Exchange Act of 1934 (a “Section 16 officer”) on the date on which

notice was given, "Termination Date" shall mean the last day on which you are an Employee of your

Employer.

(d)Notwithstanding the foregoing, the Options shall not be exercisable in whole or

in part (i) after the 10th anniversary of the grant date or (ii) except as provided in Section 3(c) hereof

or in the event of termination of employment because of Disability, Retirement or death, unless you

Exhibit 10(i)

shall have continued in the employ of the Company or one of its Subsidiaries for one (1) year following

the date of grant of the Options.

(e)Notwithstanding the foregoing, if you are eligible for Retirement but cease to

be an Employee for any other reason before you retire, the right to exercise the Options shall be

determined as if your employment ceased by reason of Retirement.

(f)If you are both an Employee and a Director, the provisions of this Section 2

shall not apply until such time as you are neither an Employee nor a Director.

3.The number of Shares subject to the Options and the price to be paid therefor

shall be subject to adjustment and the term and exercise dates hereof may be accelerated as follows:

(a)In the event that the Shares, as presently constituted, shall be changed into or

exchanged for a different number or kind of shares of stock or other securities of the Company or of

another corporation (whether by reason of merger, consolidation, recapitalization, reclassification,

split-up, combination of shares, or otherwise) or if the number of such Shares shall be increased

through the payment of a stock dividend or a dividend on the Shares of rights or warrants to

purchase securities of the Company shall be made, then there shall be substituted for or added to

each Share theretofore subject to the Options the number and kind of shares of stock or other

securities into which each outstanding Share shall be so changed, or for which each such Share shall

be exchanged, or to which each such Share shall be entitled. The Options shall also be appropriately

amended as to price and other terms as may be necessary to reflect the foregoing events. In the

event there shall be any other change in the number or kind of the outstanding Shares, or of any

stock or other securities into which such Common Stock shall have been exchanged, then if the

Committee shall, in its sole discretion, determine that such change equitably requires an adjustment

in the Options, such adjustment shall be made in accordance with such determination.

(b)Fractional Shares resulting from any adjustment in the Options may be settled

in cash or otherwise as the Committee shall determine, in its sole discretion. Notice of any

adjustment will be given to you and such adjustment (whether or not such notice is given) shall be

effective and binding for all purposes hereof.

(c)The Committee shall have the power to amend the Options to permit the

exercise of the Options (and to terminate any unexercised Options) prior to the effectiveness of (i)

any disposition of substantially all of the assets of the Company or your Employer, (ii) the

shutdown, discontinuance of operations or dissolution of the Company or your Employer, or (iii) the

merger or consolidation of the Company or your Employer with or into any other unrelated

corporation.

4.To exercise the Options, you must complete the on-line exercise procedures as

established through the Stock Plan Administrator at www.ubs.com/onesource/SYK or by telephone

at +1 860 727 1515 (or such other direct dial-in number that may be established from time to time).

As part of such procedures, you shall be required to specify the number of Shares that you elect to

purchase and the date on which such purchase is to be made, and you shall be required to make full

payment of the Exercise Price. An Option shall not be deemed to have been exercised (i.e., the

exercise date shall not be deemed to have occurred) until the notice of such exercise and payment in

full of the Exercise Price are provided. The exercise date will be defined by the New York Stock

Exchange ("NYSE") trading hours. If an exercise is completed after the market close or on a

weekend, the exercise will be dated the next following trading day.

The Exercise Price may be paid in such manner as the Committee may specify from time to time in its sole

discretion and as established through Stock Plan Administrator, including (but not limited to) the following

methods: (i) by a net exercise arrangement pursuant to which the Company will reduce the number of Shares

issued upon exercise by the largest whole number of Shares with an aggregate Fair Market Value on the date of

purchase sufficient to cover the aggregate Exercise Price; (ii) by a broker- assisted cashless exercise transaction

pursuant to which the Stock Plan Administrator loans funds to you to enable you to pay the aggregate Exercise

Price and purchase Shares, and then sells a sufficient [whole] number of the purchased Shares on your behalf to

enable you to repay the aggregate Exercise Price (with the remaining Shares and/or cash then delivered by

Stock Plan Administrator to you) or (iii) cash payment. In cases where you utilize the net exercise arrangement

and the Fair Market Value of the number of whole Shares withheld or sold, as applicable, is greater than the

Exhibit 10(i)

aggregate Exercise Price, the Company shall make a cash payment to you equal to the difference as soon as

administratively practicable.

5.If you are resident and/or employed outside of the United States, you agree, as a

condition of the grant of the Options, to repatriate all payments attributable to the Shares and/or

cash acquired under the 2011 Plan (including, but not limited to, dividends and any proceeds

derived from the sale of the Shares acquired pursuant to the Options) if required by and in

accordance with local foreign exchange rules and regulations in your country of residence (and

country of employment, if different). In addition, you also agree to take any and all actions, and

consent to any and all actions taken by the Company and its Subsidiaries, as may be required to

allow the Company and its Subsidiaries to comply with local laws, rules and regulations in your

country of residence (and country of employment, if different). Finally, you agree to take any and all

actions as may be required to comply with your personal legal and tax obligations under local

laws, rules and regulations in your country of residence (and country of employment, if different).

6.If you are resident or employed in a country that is a member of the European Union,

the grant of the Options and these Terms and Conditions are intended to comply with the age

discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into

local law (the "Age Discrimination Rules"). To the extent that a court or tribunal of competent

jurisdiction determines that any provision of these Terms and Conditions is invalid or

unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole

discretion, shall have the power and authority to revise or strike such provision to the minimum

extent necessary to make it valid and enforceable to the full extent permitted under local law.

7.Regardless of any action the Company and/or your Employer take with respect to any

or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social

insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"),

you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and

remains your responsibility and that the Company and your Employer (i) make no representations

or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of

the Options, including the grant of the Options, the vesting of the Options, the exercise of the

Options, the subsequent sale of any Shares acquired pursuant to the Options and the receipt of any

dividends and (ii) do not commit to structure the terms of the grant or any aspect of the Options to

reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation

in more than one country between the grant date and the date of any relevant taxable or tax

withholding event, as applicable, you acknowledge that the Employer (or former employer, as

applicable) may be required to withhold or account for Tax-Related Items in more than one country.

In connection with the delivery of Shares upon exercise of your Options, if your country of residence (and/or

your country of employment, if different) requires withholding of Tax-Related Items, the Company may

withhold a number of whole Shares otherwise issuable upon exercise of the Options that have an aggregate

Fair Market Value that the Company, taking into account local requirements and administrative issues,

determines in its sole discretion is appropriate to cover withholding for Tax-Related Items with respect to the

Shares. The cash equivalent of the Shares withheld will be used to settle the obligation to withhold the Tax-

Related Items. In cases where the Fair Market Value of the number of whole Shares withheld at the time of

exercise is greater than the amount required to be paid to the relevant government authorities with respect to

withholding for Tax-Related Items, the Company shall make a cash payment to you equal to the difference as

soon as administratively practicable. In the event that withholding in Shares is prohibited or problematic

under applicable law or causes adverse consequences to the Company or your Employer, your Employer may

withhold the Tax-Related Items required to be withheld with respect to the Shares (i) from the proceeds of the

sale of Shares acquired upon exercise of the Options either through a voluntary sale or through a mandatory

sale arranged by the Company (on your behalf pursuant to this authorization without further consent), or (ii)

in cash from your regular salary and/or wages or other amounts payable to you. In the event the withholding

requirements are not satisfied through the withholding of Shares or through your regular salary and/or wages

or any other amounts payable to you by your Employer, no Shares will be issued to you (or your estate) upon

exercise of the Options unless and until satisfactory arrangements (as determined by the Board of Directors)

have been made by you with respect to the payment of any Tax-Related Items that the Company or your

Employer determines, in its sole discretion, should be withheld or collected with respect to such Options. By

accepting these Options, you expressly consent to the withholding of Shares and/or withholding from your

regular salary and/or wages or other amounts payable to you as provided for hereunder. All other Tax-Related

Items related to the Options and any Shares delivered in payment thereof are your sole responsibility.

Exhibit 10(i)

8.The Options are intended to be exempt from the requirements of Code Section 409A.

The 2011 Plan and these Terms and Conditions shall be administered and interpreted in a manner

consistent with this intent. If the Company determines that these Terms and Conditions are subject

to Code Section 409A and that it has failed to comply with the requirements of that Section, the

Company may, at the Company's sole discretion and without your consent, amend these Terms and

Conditions to cause them to comply with Code Section 409A or be exempt from Code Section 409A.

9.If you were required to sign the "Stryker Confidentiality, Intellectual Property, Non-

Competition and Non-Solicitation Agreement" or a similar agreement in order to receive the Options

or have previously signed such an agreement and you breach any non-competition, non-

solicitation or non-disclosure provision or provision as to ownership of inventions contained

therein at any time while employed by the Company or a Subsidiary or during the one-year period

following termination of employment, any unexercised portion of the Options shall be rescinded

and you shall return to the Company all Shares that were acquired upon exercise of the Options that

you have not disposed of and the Company shall repay you an amount for each such Share equal to

the lesser of the Exercise Price or the Fair Market Value of a Share at such time. Further, you shall

pay to the Company an amount equal to the profit realized by you (if any) on all Shares that were

acquired upon exercise of the Options that you have disposed of. For purposes of the preceding

sentence, the profit shall be the positive difference between the Fair Market Value of the Shares at

the time of disposition and the Exercise Price.

10.The Options shall be transferable only by will or the laws of descent and distribution

and shall be exercisable during your lifetime only by you. If you purport to make any transfer of the

Options, except as aforesaid, the Options and all rights thereunder shall terminate immediately.

11.The Options shall not be exercisable in whole or in part, and the Company shall not be

obligated to issue any Shares subject to the Options, if such exercise and sale would, in the opinion

of counsel for the Company, violate the Securities Act of 1933 or any other U.S. federal, state or non-

U.S. statute having similar requirements as it may be in effect at the time. The Options are subject to

the further requirement that, if at any time the Board of Directors shall determine in its discretion

that the listing or qualification of the Shares subject to the Options under any securities exchange

requirements or under any applicable law, or the consent or approval of any governmental

regulatory body, is necessary or desirable as a condition of or in connection with the issuance of

Shares pursuant to the Options, the Options may not be exercised in whole or in part unless such

listing, qualification, consent or approval shall have been effected or obtained free of any conditions

not acceptable to the Board of Directors.

12.The grant of the Options shall not confer upon you any right to continue in the employ

of your Employer nor limit in any way the right of your Employer to terminate your employment at

any time. You shall have no rights as a shareholder of the Company with respect to any Shares

issuable upon the exercise of the Options until the date of issuance of such Shares.

13.You acknowledge and agree that the 2011 Plan is discretionary in nature and may be

amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of

the Options under the 2011 Plan is a one-time benefit and does not create any contractual or other

right to receive a grant of Options or any other award under the 2011 Plan or other benefits in lieu

thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including,

but not limited to, the form and timing of any grant, the number of Shares subject to the grant, the

vesting provisions and the exercise price. Any amendment, modification or termination of the 2011

Plan shall not constitute a change or impairment of the terms and conditions of your employment

with your Employer.

14.Your participation in the 2011 Plan is voluntary. The value of the Options and any

other awards granted under the 2011 Plan is an extraordinary item of compensation outside the

scope of your employment (and your employment contract, if any). Any grant under the 2011 Plan,

including the grant of the Options, is not part of normal or expected compensation for purposes of

calculating any severance, resignation, redundancy, end of service payments, bonuses, holiday pay,

long-service awards, pension, or retirement benefits or similar payments.

Exhibit 10(i)

15.The Options are granted solely by the Company.  Your Employer and any other

Subsidiary are not a party to these Terms and Conditions, and any rights you may have under these

Terms and Conditions may be raised only against the Company (and may not be raised against your

Employer or any other Subsidiary).

16.These Terms and Conditions shall bind and inure to the benefit of the Company, its

successors and assigns and you and your estate in the event of your death.

17.The Options are Nonstatutory Stock Options and shall not be treated as

Incentive Stock Options.

18.The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and

grants Options under the 2011 Plan to employees of the Company and Subsidiaries in its sole

discretion. In conjunction with the Company's grant of the Options under the 2011 Plan and its

ongoing administration of such awards, the Company is providing the following information about

its data collection, processing and transfer practices ("Personal Data Activities"). In accepting the

grant of the Options, you expressly and explicitly consent to the Personal Data Activities as

described herein.

(a)The Company collects, processes and uses your personal data, including

your name, home address, email address, and telephone number, date of birth, social

insurance number or other identification number, salary, citizenship, job title, any Shares or

directorships held in the Company, and details of all Options or any other equity compensation

awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company

receives from you or your Employer. In granting the Options under the 2011 Plan, the Company will

collect your personal data for purposes of allocating Shares and implementing, administering and

managing the 2011 Plan. The Company's legal basis for the collection, processing and usage of your

personal data is your consent.

(b)The Company transfers your personal data to the Stock Plan Administrator. In

the future, the Company may select a different Stock Plan Administrator and share your personal

data with another company that serves in a similar manner, including, but not limited to, the

Company's outside legal counsel as well as the Company’s auditor. The Stock Plan Administrator

will open an account for you, if an account is not already in place, to receive and trade Shares

acquired under the 2011 Plan. You will be asked to agree on separate terms and data processing

practices with the Stock Plan Administrator, which is a condition to your ability to participate in the

2011 Plan.

(c)The Company and the Stock Plan Administrator are based in the United

States. You should note that your country of residence may have enacted data privacy laws that are

different from the United States. The Company's legal basis for the transfer of your personal data to

the United States is your consent.

(d)Your participation in the 2011 Plan and your grant of consent is purely

voluntary. You may deny or withdraw your consent at any time. If you do not consent, or if you

withdraw your consent, you may be unable to participate in the 2011 Plan. This would not affect

your existing employment or salary; instead, you merely may forfeit the opportunities associated

with the 2011 Plan.

(e)You may have a number of rights under the data privacy laws in your country

of residence. For example, your rights may include the right to (i) request access or copies of

personal data the Company processes, (ii) request rectification of incorrect data, (iii) request

deletion of data, (iv) place restrictions on processing, (v) lodge complaints with competent

authorities in your country or residence, and/or (vi) request a list with the names and addresses of

any potential recipients of your personal data. To receive clarification regarding your rights or to

exercise your rights, you should contact your local HR manager or the Company's Human Resources

Department.

19.The grant of the Options is not intended to be a public offering of securities in your

country of residence (and country of employment, if different). The Company has not submitted any

Exhibit 10(i)

registration statement, prospectus or other filing(s) with the local securities authorities (unless

otherwise required under local law). No employee of the Company is permitted to advise you on

whether you should purchase Shares under the 2011 Plan or provide you with any legal, tax

or financial advice with respect to the grant or exercise of your Options. Investment in Shares

involves a degree of risk. Before deciding to purchase Shares pursuant to the Options, you

should carefully consider all risk factors and tax considerations relevant to the

acquisition of Shares under the 2011 Plan or the disposition of them. Further, you should

carefully review all of the materials related to the Options and the 2011 Plan, and you should

consult with your personal legal, tax and financial advisors for professional advice in relation

to your personal circumstances.

20.All questions concerning the construction, validity and interpretation of the Options

and the 2011 Plan shall be governed and construed according to the laws of the state of Michigan,

without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding

the Options or the 2011 Plan shall be brought only in the state or federal courts of the state of

Michigan.

21.The Company may, in its sole discretion, decide to deliver any documents related to

the Options or other awards granted to you under the 2011 Plan by electronic means. You hereby

consent to receive such documents by electronic delivery and agree to participate in the 2011 Plan

through an on-line or electronic system established and maintained by the Company or a third party

designated by the Company.

22.The invalidity or unenforceability of any provision of the 2011 Plan or these Terms

and Conditions shall not affect the validity or enforceability of any other provision of the 2011 Plan

or these Terms and Conditions.

23.If you are resident outside of the United States, you acknowledge and agree that it is

your express intent that these Terms and Conditions, the 2011 Plan and all other documents,

notices and legal proceedings entered into, given or instituted pursuant to the Options be drawn up

in English. If you have received these Terms and Conditions, the 2011 Plan or any other documents

related to the Options translated into a language other than English and the meaning of the

translated version is different than the English version, the English version will control.

24.You acknowledge that, depending on your or your broker's country of residence or

where the Shares are listed, you may be subject to insider trading restrictions and/or market abuse

laws which may affect your ability to accept, acquire, sell or otherwise dispose of Shares, rights to

Shares (e.g., Options) or rights linked to the value of Shares during such times you are considered to

have "inside information" regarding the Company as defined in the laws or regulations in your

country of employment (and country of residence, if different). Local insider trading laws and

regulations may prohibit the cancellation or amendment of orders you placed before you possessed

inside information. Furthermore, you could be prohibited from (i) disclosing the inside information

to any third party (other than on a "need to know" basis) and (ii) "tipping" third parties or causing

them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions

under these laws or regulations are separate from and in addition to any restrictions that may be

imposed under any applicable Company insider trading policy. You acknowledge that it is your

responsibility to comply with any restrictions and are advised to speak to your personal advisor on

this matter.

25.Notwithstanding any provisions of these Terms and Conditions to the contrary, the

Options shall be subject to any special terms and conditions for your country of residence (and

country of employment, if different) set forth in an addendum to these Terms and Conditions (an

"Addendum"). Further, if you transfer your residence and/or employment to another country

reflected in an Addendum to these Terms and Conditions at the time of transfer, the special terms

and conditions for such country will apply to you to the extent the Company determines, in its sole

discretion, that the application of such special terms and conditions is necessary or advisable in

order to comply with local law, rules and regulations, or to facilitate the operation and

administration of the award and the 2011 Plan (or the Company may establish alternative terms

and conditions as may be necessary or advisable to accommodate your transfer). In all

circumstances, any applicable Addendum shall constitute part of these Terms and Conditions.

Exhibit 10(i)

26.The Company reserves the right to impose other requirements on the Options, any

Shares acquired pursuant to the Options and your participation in the 2011 Plan to the extent the

Company determines, in its sole discretion, that such other requirements are necessary or advisable

in order to comply with local law, rules and regulations, or to facilitate the operation and

administration of the award and the 2011 Plan. Such requirements may include (but are not limited

to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the

foregoing.

27.This Section 27 applies only to those persons whom the Company's

Recoupment Policy applies (the corporate officers elected by the Company's Board of

Directors other than Assistant Controllers, Assistant Secretaries and Assistant Treasurers).

Notwithstanding any other provision of these Terms and Conditions to the contrary, you

acknowledge and agree that your Options, any Shares acquired pursuant thereto and/or any

amount received with respect to any sale of such Shares are subject to potential cancellation,

recoupment, rescission, payback or other action in accordance with the terms of the Company's

Recoupment Policy as in effect on the date of grant (a copy of which has been furnished to you) and

as the Recoupment Policy may be amended from time to time in order to comply with changes in

laws, rules or regulations that are applicable to such Options and Shares. You agree and consent to

the Company's application, implementation and enforcement of (a) the Recoupment Policy and (b)

any provision of applicable law relating to cancellation, recoupment, rescission or payback of

compensation and expressly agree that the Company may take such actions as are necessary to

effectuate the Recoupment Policy (as applicable to you) or applicable law without further consent

or action being required by you. For purposes of the foregoing, you expressly and explicitly

authorize the Company to issue instructions, on your behalf, to the Stock Plan Administrator and

any other brokerage firm and/or third party administrator engaged by the Company to hold your

Shares and other amounts acquired under the 2011 Plan to re-convey, transfer or otherwise return

such Shares and/or other amounts to the Company. In the case of a conflict between these Terms

and Conditions and the Recoupment Policy, the terms of the Recoupment Policy shall prevail.

28.This Section 28 applies only to those persons whom the Company's clawback

policy applies. Notwithstanding anything in these Terms and Conditions to the contrary, the

Options evidenced by these Terms and Conditions may be subject to (i) recoupment in accordance

with or in order to comply with the terms and provisions of the Company's clawback policy, as may

be in effect from time to time (including, but not limited to, the Mandatory Clawback Policy), to the

extent such policies are applicable to you and (ii) any other compensation recovery policy adopted

after the Options are granted to facilitate compliance with applicable law, including in response to

the requirements of Section 10D of the Exchange Act, the U.S. Securities and Exchange Commission’s

final rules thereunder, and any applicable listing rules or other rules and regulations implementing

the foregoing. For purposes of the foregoing, you expressly and explicitly authorize the Company to

issue instructions, on your behalf, to the Stock Plan Administrator and any other brokerage firm

and/or third party administrator engaged by the Company to hold your Shares and other amounts

acquired under the 2011 Plan to re-convey, transfer or otherwise return such Shares and/or other

amounts to the Company.

29.By accepting the grant of Options, you acknowledge that you have read these

Terms and Conditions, the Addendum to these Terms and Conditions (as applicable) and the

2011 Plan and specifically accept and agree to the provisions therein.

***********************

Exhibit 10(i)

STRYKER CORPORATION

ADDENDUM TO

TERMS AND CONDITIONS

RELATING TO NONSTATUTORY STOCK OPTIONS GRANTED

PURSUANT TO THE 2011 PLAN, AS AMENDED AND RESTATED

In addition to the terms of the 2011 Plan and the Terms and Conditions, the Options are subject to the

following additional terms and conditions (the "Addendum"). The information reflected in this

Addendum is based on the securities, exchange control and other laws in effect in the respective

countries as of November 2025. All capitalized terms as contained in this Addendum shall have the same

meaning as set forth in the 2011 Plan and the Terms and Conditions. Pursuant to Section 25 of the Terms

and Conditions, if you transfer your residence and/or employment to another country reflected in an

Addendum at the time of transfer, the special terms and conditions for such country will apply to you to the

extent the Company determines, in its sole discretion, that the application of such terms and conditions is

necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the

operation and administration of the award and the 2011 Plan (or the Company may establish alternative

terms and conditions as may be necessary or advisable to accommodate your transfer).

DATA PRIVACY INFORMATION: EUROPEAN UNION ("EU") / EUROPEAN ECONOMIC AREA

("EEA") / SWITZERLAND AND THE UNITED KINGDOM*

*The following information is for data privacy purposes only and you should determine

whether any other special terms and conditions apply to your awards in these jurisdictions.

1.Data Privacy. If you reside and/or you are employed in the EU / EEA,

Switzerland or the United Kingdom the following provision replaces Section 18 of the Terms

and Conditions:

The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants Options under

the 2011 Plan to employees of the Company and its Subsidiaries in its sole discretion. You should review

the following information about the Company's data processing practices.

(a)Data Collection, Processing and Usage. Pursuant to applicable data

protection laws, you are hereby notified that the Company collects, processes and uses certain

personally identifiable information about you for the legitimate interest of implementing,

administering and managing the 2011 Plan and generally administering equity awards;

specifically, including your name, home address, email address and telephone number, date of

birth, social insurance number or other identification number, salary, citizenship, job title, any

Shares or directorships held in the Company, and details of all options or any other awards

granted, canceled, exercised, vested, or outstanding in your favor, which the Company receives

from you or your Employer. In granting the Options under the 2011 Plan, the Company will

collect your personal data for purposes of allocating Shares and implementing, administering

and managing the 2011 Plan. The Company's collection, processing, use and transfer of your

personal data is necessary for the performance of the Company's contractual obligations under

the 2011 Plan and pursuant to the Company's legitimate interest of managing and generally

administering employee equity awards. Your refusal to provide personal data would make it

impossible for the Company to perform its contractual obligations and may affect your ability to

Exhibit 10(i)

participate in the 2011 Plan. As such, by participating in the 2011 Plan, you voluntarily

acknowledge the collection, processing and use of your personal data as described herein.

(b)Stock Plan Administration Service Provider. The Company transfers

participant data to the Stock Plan Administrator. In the future, the Company may select a

different Stock Plan Administrator and share your data with another company that serves in a

similar manner, including, but not limited to, the Company's outside legal counsel as well as the

Company’s auditor. The Stock Plan Administrator will open an account for you, if an account is

not already in place, to receive and trade Shares acquired under the 2011 Plan. You will be

asked to agree on separate terms and data processing practices with the Stock Plan

Administrator, which is a condition to your ability to participate in the 2011 Plan.

(c)International Data Transfers. The Company and the Stock Plan

Administrator are based in the United States. The Company can only meet its contractual

obligations to you if your personal data is transferred to the United States. The Company's legal

basis for the transfer of your personal data to the United States is to satisfy its contractual

obligations to you and/or its use of the standard data protection clauses adopted by the EU

Commission.

(d)Data Retention. The Company will use your personal data only as long as

is necessary to implement, administer and manage your participation in the 2011 Plan or as

required to comply with legal or regulatory obligations, including under tax and security laws.

When the Company no longer needs your personal data, the Company will remove it from its

systems. If the Company keeps your data longer, it would be to satisfy legal or regulatory

obligations and the Company's legal basis would be for compliance with relevant laws or

regulations.

(e)Data Subject Rights. You may have a number of rights under data privacy

laws in your country of residence. For example, your rights may include the right to (i) request

access or copies of personal data the Company processes, (ii) request rectification of incorrect

data, (iii) request deletion of data, (iv) place restrictions on processing, (v) lodge complaints

with competent authorities in your country of residence, and/or (vi) request a list with the

names and addresses of any potential recipients of your personal data. To receive clarification

regarding your rights or to exercise your rights, you should contact your local HR manager or

the Company's Human Resources Department.

ARGENTINA

1.Securities Law Information. Neither the Options nor the underlying Shares offered

hereby have been or will be publicly issued, placed, distributed, offered or registered in the

Argentine capital markets, and as result, have not been and will not be registered with the

Argentine Securities Commission (Comisión Nacional de Valores, "CNV"). Neither this nor any

other offering material related to the offering of the Options or the underlying Shares may be

utilized in connection with any general offering to the public within Argentina. Any Argentine

resident who acquires the Shares will do so under their own responsibility under the terms of a

private offering to them from outside of Argentina. Under certain circumstances, any Argentine

resident who acquires the Shares may not transfer such Shares to any other person within six (6)

months as from its acquisition date.

Exhibit 10(i)

2.Nature of Grant.  The following provision supplements Section 14 of the Terms and

Conditions:

You acknowledge and agree that the grant of Options is made by the Company in its sole

discretion and that the value of the Options or any Shares issued upon exercise of the Options

shall not constitute salary or wages from the Company or the Employer for any purpose under

Argentine labor law, including, but not limited to, the calculation of (a) any labor benefits

including, but not limited to, vacation pay, thirteenth-month salary, compensation in lieu of

notice, annual bonus, disability, and leave of absence payments, etc., or (b) any termination or

severance indemnities or similar payments.  In addition, you acknowledge and agree that if,

notwithstanding the foregoing, any benefits under the 2011 Plan are considered for purposes of

calculating any termination or severance indemnities under Argentine labor law, such benefits

shall not accrue more frequently than on an annual basis.

3.Language Consent. By accepting the Options, you acknowledge that you are

proficient in reading and understanding English and fully understands the terms of the

documents related to the Options (the Terms and Conditions, this Addendum and the 2011

Plan), which were provided in the English language. You accept the terms of these documents

accordingly.

Consentimiento lingüístico. Al aceptar las Opciones, usted reconoce que domina la lectura y la

comprensión del inglés y comprende plenamente los términos de los documentos relacionados con

las Opciones (los Términos y condiciones, este Anexo y el Plan 2011), que se proporcionaron en

inglés. Usted acepta los términos de estos documentos en consecuencia.

AUSTRALIA

1.Options Conditioned on Satisfaction of Regulatory Obligations. If you are (a) a

director of a Subsidiary incorporated in Australia, or (b) a person who is a management-level

executive of a Subsidiary incorporated in Australia and who also is a director of a Subsidiary

incorporated outside of Australia, the grant of the Options is conditioned upon satisfaction of

the shareholder approval provisions of section 200B of the Corporations Act 2001 (Cth) in

Australia.

2.Securities Law Information. The grant of Options is being made under Division

1A, Part 7.12 of the Corporations Act 2001 (Cth). Additional details and terms of the grant are

set forth in the ESS Offer Document to Australian Resident Employees, which in included as

Exhibit A to this Addendum. By accepting the Options, you acknowledge and confirm that you

have reviewed the Australian ESS Offer Document. In the event of any inconsistency between

the Terms and Conditions and the terms set forth in the ESS Offer Document, the terms in the

ESS Offer Document will prevail.

3.Tax Notification.  The 2011 Plan is a plan to which Subdivision 83A-C of the

Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

4.Exchange Control Information. Exchange control reporting is required for cash

transactions exceeding AUD 10,000 and international fund transfers. The Australian bank

assisting with the transaction will file the report. If there is no Australian bank involved in the

Exhibit 10(i)

transfer, you personally will be required to file the report. You should consult with your

personal (s) regarding any personal legal, regulatory or foreign exchange obligations you may

have in connection with your participation in the 2011 Plan.

AUSTRIA

1.Exchange Control Information. If you hold Shares obtained under the 2011 Plan or

cash (including proceeds from the sale of Shares) outside Austria, you may be required to submit

quarterly reports to the Austrian National Bank. An exemption applies if the value of the Shares

held outside Austria of any quarter does not exceed a certain threshold (currently €5,000,000).

The deadline for filing the quarterly report is the 15th of the month following the end of the

respective quarter.  When the Shares are sold, you may be required to comply with certain

exchange control obligations if the cash proceeds from the sale is held outside Austria, as a

separate reporting requirement applies to any non-Austrian cash accounts. If the transaction

volume of all of your cash accounts abroad exceeds a certain threshold (currently €10,000,000),

the movements and the balance of all accounts must be reported monthly, as of the last day of the

month, on or before the 15th day of the following month, on the prescribed forms.  The

thresholds described above may be subject to change. You should consult with your personal

advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have

in connection with your participation in the 2011 Plan.

BELGIUM

Name:	Number of Shares:
Date of Grant:	Exercise Price:

1.Acceptance of Options. For the Options to be subject to taxation at the time of

grant, you must affirmatively accept the Options in writing within 60 days of the date of grant

specified above by signing below and returning this original executed Addendum to:

Stock Plan Administration 1941

Stryker Way

Portage, Michigan 49002 (U.S.A)

I hereby accept the [      ] (number) Options granted to me by the Company on the date of grant. I also

acknowledge that I have been encouraged to discuss the acceptance of the Options and the applicable tax

treatment with a financial and/or tax advisor, and that my decision to accept the Options is made with full

knowledge of the applicable consequences.

If you are accepting the Options in writing within 60 days of the date of grant, you must select one of the

alternatives below:

I AGREE AND UNDERTAKE that (1) I will not exercise the Options before the end of the

third calendar year following the calendar year in which the date of grant falls, and (2)

I will not transfer the Options under any circumstances during my lifetime so the

Options are subject to a lower valuation for Belgium tax purposes pursuant to the

article 43, §6 of the Belgian law of 26 March 1999.

Exhibit 10(i)

I DO NOT AGREE AND UNDERTAKE that (1) I will not exercise the Options before the end

of the third calendar year following the calendar year in which the date of grant falls, and

(2) I will not transfer the Options under any circumstances during my lifetime so the

Options are subject to a lower valuation for Belgium tax purposes pursuant to the

article 43, §6 of the Belgian law of 26 March 1999.

Employee Signature:

Employee Printed Name:

Date of Acceptance:

If you fail to affirmatively accept the Options in writing within 60 days of the date of grant, the Options will

not be subject to taxation at the time of grant but instead will be subject to taxation on the date you exercise

the Options (or such other treatment as may apply under Belgian tax law at the time of exercise).

2.Foreign Asset/Account Reporting Information. Belgian residents are required to

report any security (e.g, Shares acquired under the 2011 Plan) or bank account established

outside of Belgium on their personal annual tax return. In a separate report, Belgian residents

also are required to provide a central contact point of the National Bank of Belgium with the

account number of those foreign bank accounts, the name of the bank with which the accounts

were opened and the country in which they were opened in a separate report. This report, as

well as additional information on how to complete it, can be found on the website of the

National Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des credits

caption. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the

2011 Plan.

3.Stock Exchange Tax Information. A stock exchange tax applies to transactions

executed by Belgian residents through a non-Belgian financial intermediary, such as a U.S.

broker. The stock exchange tax will apply when Shares acquired pursuant to the Options are

sold. You should consult with a personal tax or financial advisor for additional details on your

obligations with respect to the stock exchange tax.

4.Annual Securities Account Tax. An annual securities accounts tax may be payable

if the total value of securities held in a Belgian or foreign securities account (e.g., Shares

acquired under the 2011 Plan) exceeds a certain threshold on four reference dates within the

relevant reporting period (i.e., December 31, March 31, June 30 and September 30). In such

case, the tax will be due on the value of the qualifying securities held in such account. You

should consult with a personal tax or financial advisor for additional details on your obligations

with respect to the annual securities account tax.

BRAZIL

1.Labor Law Acknowledgment. By accepting the Options, you acknowledge and

agree, for all legal purposes, that (a) the benefits provided under the Terms and Conditions and

the 2011 Plan are the result of commercial transactions unrelated to your employment; (b) the

Terms and Conditions and the 2011 Plan are not a part of the terms and conditions of your

employment; and (c) the income from the Options, if any, is not part of your remuneration from

employment.

Exhibit 10(i)

2.Compliance with Law. By accepting the Options, you acknowledge and agree to

comply with applicable Brazilian laws and to pay any and all applicable taxes associated with

the exercise of the Options, the issuance and/or sale of Shares acquired under the 2011 Plan and

the receipt of any dividends.

3.Exchange Control Information. If you are resident or domiciled in Brazil, you will

be required to submit an annual declaration of assets and rights held outside of Brazil to the

Central Bank of Brazil if the aggregate value of such assets and rights is greater than USD1

million as of December 31 of each year. If the aggregate value exceeds USD100 million as of

the end of each quarter, a declaration must be submitted quarterly. Assets and rights that

must be reported include Shares acquired under the 2011 Plan. You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations

you may have in connection with your participation in the 2011 Plan.

4.Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from

the sale of Shares) into Brazil and the conversion of USD into BRL associated with such fund

transfers may be subject to the Tax on Financial Transactions. It is your responsibility to comply

with any applicable Tax on Financial Transactions arising from your participation in the 2011

Plan. You should consult with your personal tax advisor for additional details.

COLOMBIA

1.Nature of Grant. In addition to the provisions of Section 14 of the Terms and

Conditions you acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the

2011 Plan and related benefits do not constitute a component of your "salary" for any legal

purpose. Therefore, they will not be included and/or considered for purposes of calculating any

and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social

insurance contributions and/or any other labor-related amount which may be payable.

2.Securities Law Information. The Shares subject to the Options are not and will not

be registered in the Colombian registry of publicly traded securities (Registro Nacional de

Valores y Emisores) and therefore the Shares may not be offered to the public in Colombia.

Nothing in this document should be construed as the making of a public offer of securities in

Colombia.

3.Exchange Control Information. Investments in assets located outside Colombia

(including Shares) are subject to registration with the Central Bank (Banco de la República), as

foreign investments held abroad, regardless of value. In addition, all payments related to the

liquidation of such investments must be transferred through the Colombian foreign exchange

market (e.g. local banks), which includes the obligation of correctly completing and filing the

appropriate foreign exchange form (declaración de cambio). You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you

may have in connection with your participation in the 2011 Plan.

4.Foreign Asset/Account Reporting Information. An annual informative return

must be filed with the Colombian Tax Office detailing any assets held abroad (including the

Shares acquired under the 2011 Plan). If the individual value of any of these assets exceeds a

certain threshold, each asset must be described (e.g., its nature and its value) and the

jurisdiction in which it is located must be disclosed. You acknowledge that you personally are

responsible for complying with this tax reporting requirement. You should consult with your

Exhibit 10(i)

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you

may have in connection with your participation in the 2011 Plan.

COSTA RICA

No country specific provisions.

DENMARK

1.Treatment of Options upon Termination of Employment. Notwithstanding any

provision in the Terms and Conditions or the 2011 Plan to the contrary, unless you are a

member of registered management who is not considered a salaried employee, the treatment of

the Options upon a termination of employment which is not a result of death shall be governed

by Sections 4 and 5 of the Danish Act on Stock Option in Employment Relations (the "Act"). You

acknowledge any grant of Options under the 2011 Plan is subject to the rules of such amended

Act. However, if the provisions in the Terms and Conditions or the 2011 Plan governing the

treatment of the Options upon a termination of employment are more favorable, then the

provisions of the Terms and Conditions or the 2011 Plan will govern, as set forth in the

Employer Statement, included as Exhibit B to this Addendum, and which is being provided to

comply with the Act.

2.Foreign Asset/Account Reporting Information. Danish residents who establish an

account holding Shares or an account holding cash outside Denmark must report the account to

the Danish Tax Administration as part of their annual tax return under the section related to

foreign affairs and income. The form which should be used in this respect can be obtained from

a local bank. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the

2011 Plan.

FINLAND

1.Withholding of Tax-Related Items. Notwithstanding anything in Section 5 of the

Terms and Conditions to the contrary, if you are a local national of Finland, any Tax-Related

Items shall be withheld only in cash from your regular salary/wages or other amounts payable

to you in cash or such other withholding methods as may be permitted under the 2011 Plan and

allowed under local law.

2.Foreign Asset/Account Reporting Information. Finland has not adopted any

specific reporting requirements with respect to foreign assets/accounts. However, you should

check your pre-completed tax return to confirm that the ownership of Shares and other

securities (foreign or domestic) are correctly reported. If you find any errors or omissions, you

must make the necessary corrections electronically or by sending specific paper forms to the

local tax authorities. You should consult with your personal advisor(s) regarding any personal

foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

Exhibit 10(i)

FRANCE

1.Non-Qualified Nature of Options. The Award granted pursuant to the Terms and

Conditions is not intended to be “French-qualified” and is ineligible for specific tax and/or social

security treatment in France under Sections L. 225-197-1 to L. 225-197-5 and Sections L.

22-10-59 to L. 22-10-60 of the French Commercial Code, as amended.

2.Exchange Control Information. The value of any cash or securities imported to or

exported from France without the use of a financial institution must be reported to the customs

and excise authorities when the value of such cash or securities is equal to or greater than a

certain amount (currently €10,000). You should consult with your personal advisor(s)

regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

3.Foreign Asset/Account Reporting Information. French residents must report

annually any shares and bank accounts held outside France, including the accounts that were

opened, used and/or closed during the tax year, to the French tax authorities, on an annual basis

on a special Form N° 3916, together with your personal income tax return. Failure to report

triggers a significant penalty. You should consult with your personal advisor(s) regarding any

personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

4.Use of English Language. By accepting the Options, you acknowledge and agree

that it is your express wish that the Terms and Conditions, this Addendum, as well as all other

documents, notices and legal proceedings entered into, given or instituted pursuant to your

Options, either directly or indirectly, be drawn up in English.

Langue anglaise. En acceptant l'allocation de votre Option, vous reconnaissez et acceptez

avoir souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres

documents exécutés, avis donnés et procédures judiciaires intentées, relatifs,

directement ou indirectement, à l'allocation de votre Option, soient rédigés en anglais.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS

OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30,

2026 TO STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

Exhibit 10(i)

GERMANY

1.Exchange Control Information. Cross-border payments in excess of a certain

amount (currently €50,000) (the “Threshold”) in connection with 2011 Plan (e.g., proceeds

from the sale of Shares acquired under the 2011 Plan) and/or if the Company withholds or sells

Shares with a value in excess of the Threshold amount for any Tax-Related Items, must be

reported to the German Federal Bank (Bundesbank) by the fifth day of the month following the

month in which the payment is received or made. If you acquire Shares with a value in excess of

the Threshold, the Employer will report the acquisition of such Shares to the German Federal

Bank. If you otherwise make or receive a payment in excess of the Threshold, you personally

must report the payment to the Bundesbank electronically using the “General Statistics

Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via the Bundesbank’s website

(www.bundesbank.de). You should consult with your personal advisor(s) regarding any

personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the Plan.

2.Foreign Asset/Account Reporting Information. German residents must notify

their local tax office of the acquisition of Shares when they file their personal income tax returns

for the relevant year if the value of the Shares acquired exceeds €150,000 or in the unlikely

event that the resident holds Shares exceeding 10% of the Company’s total Shares outstanding.

However, if the Shares are listed on a recognized U.S. stock exchange and you own less than 1%

of the total Shares, this requirement will not apply even if Shares with a value exceeding

€150,000 are acquired. You should consult with your personal advisor(s) regarding any

personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

HONG KONG

1.Important Notice. Warning: The contents of the Terms and Conditions, this

Addendum, the 2011 Plan, and all other materials pertaining to the Options and/or the 2011

Plan have not been reviewed by any regulatory authority in Hong Kong. You are hereby advised

to exercise caution in relation to the offer thereunder. If you have any doubts about any of the

contents of the aforesaid materials, you should obtain independent professional advice.

2.Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6)

months of the grant date, you agree that you will not sell or otherwise dispose of any such

Shares prior to the six-month anniversary of the grant date.

3.Settlement in Shares. Notwithstanding anything to the contrary in this

Addendum, the Terms and Conditions or the 2011 Plan, the Options shall be settled only in

Shares (and may not be settled in cash).

4.Nature of the Plan. The Company specifically intends that the 2011 Plan will not

be treated as an occupational retirement scheme for purposes of the Occupational Retirement

Schemes Ordinance ("ORSO"). To the extent any court, tribunal or legal/regulatory body in Hong

Kong determines that the 2011 Plan constitutes an occupational retirement scheme for the

purposes of ORSO, the grant of the Options shall be null and void.

Exhibit 10(i)

INDIA

1.Tax Collection at Source. If you remit funds from India to pay the exercise price,

you may be subject to Tax Collection at Source (“TCS”) if your annual remittances out of India

exceed a certain amount (currently INR 1,000,000). You may be required to provide a

declaration to the bank remitting the funds to determine if the TCS limit has been reached. If

deemed necessary to comply with applicable laws, the Company may require you to pay for the

Shares purchased on exercise, and any Tax-Related Items through a cashless exercise or net

exercise method. The Company reserves the right to prescribe alternative methods of payment

depending on the development of local laws.

2.Exchange Control Information. Any funds realized in connection with the 2011

Plan (e.g., proceeds from the sale of Shares and cash dividends paid on the Shares) must be

repatriated to India within a specified period of time after receipt as prescribed under Indian

exchange control laws.  You are personally responsible for obtaining a foreign inward

remittance certificate (“FIRC”) from the bank where you deposit the foreign currency and

holding the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India

or your Employer requests proof of repatriation.  You are personally responsible for complying

with exchange control laws in India, and neither the Company nor your Employer will be liable

for any fines or penalties resulting from your failure to comply with applicable laws.  You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

3.Foreign Asset/Account Reporting Information. You are required to declare your

foreign bank accounts and any foreign financial assets (including Shares acquired under the

2011 Plan held outside India) in your annual tax return. You should consult with your personal

advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

IRELAND

1.Director Notification Obligations. If you are a director, shadow director or secretary of an

Irish subsidiary whose interest in the Company represents more than 1% of the Company’s

voting share capital, you are required to notify such Irish subsidiary in writing within a certain

time period. upon the acquisition of the Options or any Shares issued pursuant to the Options.

This notification requirement also applies with respect to the interests in the Company of your

spouse or children under the age of 18 (whose interests will be attributed to you in your capacity

as a director, shadow director or secretary of the Irish subsidiary).

ITALY

1.Foreign Asset/Account Reporting Information. Italian residents who, at any time

during the fiscal year, hold foreign financial assets (including cash and Shares) which may

generate income taxable in Italy are required to report these assets on their annual tax returns

(UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if

no tax return is due. These reporting obligations will also apply to Italian residents who are the

beneficial owners of foreign financial assets under Italian money laundering provisions. You

should consult with your personal advisor(s) regarding any personal foreign asset/foreign

account tax obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(i)

2.Foreign Asset Tax. The value of any Shares (and other financial assets) held

outside Italy by individuals resident of Italy may be subject to a foreign asset tax. The taxable

amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of

the calendar year. The value of financial assets held abroad must be reported in Form RM of the

annual return. You should consult your personal tax advisor for additional information on the

foreign asset tax.

JAPAN

1.Exchange Control Information. If you acquire Shares valued at more than

¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the

Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares. You

should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You will be required to report

details of any assets held outside Japan as of December 31st to the extent such assets have a

total net fair market value exceeding ¥50,000,000. This report is due by March 15 each year.

You should consult with your personal advisor(s) regarding any personal foreign asset/foreign

account tax obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(i)

MEXICO

1.Commercial Relationship. You expressly recognize that your participation in the

2011 Plan and the Company's grant of the Options does not constitute an employment

relationship between you and the Company. You have been granted the Options as a

consequence of the commercial relationship between the Company and the Subsidiary in Mexico

that employs you, and the Company's Subsidiary in Mexico is your sole employer. Based on the

foregoing, (a) you expressly recognize the 2011 Plan and the benefits you may derive from your

participation in the 2011 Plan do not establish any rights between you and the Company's

Subsidiary in Mexico that employs you, (b) the 2011 Plan and the benefits you may derive from

your participation in the 2011 Plan are not part of the employment conditions and/or benefits

provided by the Company's Subsidiary in Mexico that employs you, and (c) any modification or

amendment of the 2011 Plan by the Company, or a termination of the 2011 Plan by the

Company, shall not constitute a change or impairment of the terms and conditions of your

employment with the Company's Subsidiary in Mexico that employs you.

2.Securities Law Information. You expressly recognize and acknowledge that the

Company's grant of the Options and the underlying Shares under the 2011 Plan have not been

registered with the National Register of Securities maintained by the Mexican National Banking

and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the

2011 Plan, the Terms and Conditions and any other document relating to the Options may not

be publicly distributed in Mexico. These materials are addressed to you only because of your

existing relationship with the Company and these materials should not be reproduced or copied

in any form. The offer contained in these materials does not constitute a public offering of

securities but rather constitutes a private placement of securities addressed specifically to

individuals who are present employees of the Employer in Mexico made in accordance with the

provisions of the Mexican Securities Market Law, and any rights under such offering shall not be

assigned or transferred.

3.Extraordinary Item of Compensation. You expressly recognize and acknowledge

that your participation in the 2011 Plan is a result of the discretionary and unilateral decision of

the Company, as well as your free and voluntary decision to participate in the 2011 Plan in

accord with the terms and conditions of the 2011 Plan, the Terms and Conditions, and this

Addendum. As such, you acknowledge and agree that the Company may, in its sole discretion,

amend and/or discontinue your participation in the 2011 Plan at any time and without any

liability. The value of the Options is an extraordinary item of compensation outside the scope of

your employment contract, if any. The Options are not part of your regular or expected

compensation for purposes of calculating any severance, resignation, redundancy, end of service

payments, bonuses, long-service awards, pension or retirement benefits, or any similar

payments, which are the exclusive obligations of the Company's Subsidiary in Mexico that

employs you.

Exhibit 10(i)

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS

OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30,

2026 TO STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

NETHERLANDS

1.Waiver of Termination Rights. As a condition to the grant of the Options, you

hereby waive any and all rights to compensation or damages as a result of the termination of

your employment with the Company and your Employer for any reason whatsoever, insofar as

those rights result or may result from (a) the loss or diminution in value of such rights or

entitlements under the 2011 Plan, or (b) you ceasing to have rights under or ceasing to be

entitled to any awards under the 2011 Plan as a result of such termination.

NEW ZEALAND

1.WARNING. You are being offered Options in Stryker Corporation. If the Company

runs into financial difficulties and is wound up, you may lose some or all your investment. New

Zealand law normally requires people who offer financial products to give information to

investors before they invest. This requires those offering financial products to have disclosed

information that is important for investors to make an informed decision. The usual rules do not

apply to this offer because it is an offer made under the Employee Share Scheme exemption. As a

result, you may not be given all the information usually required. You will also have fewer other

legal protections for this investment. You should ask questions, read all documents carefully,

and seek independent financial advice before accepting the offer. The Company's Shares are

currently traded on the New York Stock Exchange under the ticker symbol "SYK" and Shares

acquired under the 2011 Plan may be sold through this exchange. You may end up selling the

Shares at a price that is lower than the value of the Shares when you acquired them. The price

will depend on the demand for the Company's Shares. The Company's most recent annual report

(which includes the Company's financial statements) is available at https://investors.stryker.com/

financial-information/annual-reports/default.aspx. You are entitled to receive a copy of this

report, free of charge, upon written request to the Company at

STOCKPLANADMINISTRATION@STRYKER.COM.

POLAND

1.Exchange Control Information. If you maintain bank or brokerage accounts

holding cash and foreign securities (including Shares) outside of Poland, you will be required to

report information to the National Bank of Poland on transactions and balances in such

accounts if the value of such cash and securities exceeds PLN 7 million. If required, such reports

must be filed on special forms available on the website of the National Bank of Poland. Further,

any transfer of funds in excess of a certain threshold (generally, €15,000) into or out of Poland

Exhibit 10(i)

must be effected through a bank account in Poland. Finally, you are required to store all

documents connected with any foreign exchange transactions that you engage in for a period of

five years, as measured from the end of the year in which such transaction occurred. You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

PORTUGAL

No country specific provisions.

PUERTO RICO

No country specific provisions.

ROMANIA

1.Exchange Control Information. You are not required to seek special authorization

from the National Bank of Romania in order to open or maintain a foreign bank account.

However, if you remit foreign currency into Romania (e.g., proceeds from the sale of Shares),

you may be required to provide the Romanian bank through which the foreign currency is

transferred with appropriate documentation. You should consult with your personal advisor(s)

regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

SAUDI ARABIA

1.Securities Law Information. The Terms and Conditions and any other documents

addressing the Options may not be distributed in the Kingdom of Saudi Arabia except to such

persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations

issued by the Capital Market Authority.  The Capital Market Authority does not make any

representation as to the accuracy or completeness of this document, and expressly disclaims any

liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this

document.  You should conduct your own due diligence on the accuracy of the information relating

to the Options and the underlying Shares. If you do not understand the contents of this document,

you should consult an authorized financial adviser.

SINGAPORE

1.Qualifying Person Exemption. The following provision shall replace Section 18 of

the Terms and Conditions:

The grant of the Options under the 2011 Plan is being made pursuant to the "Qualifying Person"

exemption" under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). The

2011 Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.

You should note that, as a result, the Options are subject to section 257 of the SFA and you will not be able

to make (a) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the

Shares subject to the Options in Singapore, unless such sale or offer is made pursuant to the exemptions

under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

Exhibit 10(i)

2.Director Reporting Notification. If you are a director, associate director or shadow

director of a Singapore company, you are subject to certain notification requirements under the

Singapore Companies Act. Among these requirements is an obligation to notify the Singapore

company in writing when you receive an interest (e.g., Options or Shares) in the Company or

any related company. In addition, you must notify the Singapore company when you sell Shares

(including when you sell Shares acquired upon exercise of the Options). These notifications

must be made within two business days of acquiring or disposing of any interest in the Company

or any related company. In addition, a notification must be made of your interests in the

Company or any related company within two business days of becoming a director.

3.Insider Trading Notice. You acknowledge that you should be aware of the

Singapore insider-trading rules, which may impact your ability to acquire or dispose of Shares.

Under the Singapore insider-trading rules, you are prohibited from selling Shares when you are

in possession of information concerning the Company which is not generally available and

which you know or should know will have a material effect on the price of such Shares once

such information is generally available.

SOUTH AFRICA

1.Withholding Taxes. In addition to the provisions of Section 7 of the Terms and

Conditions, you agree to notify your Employer in South Africa of the amount of any gain realized

upon exercise of the Options. If you fail to advise your Employer of the gain realized upon

exercise, you may be liable for a fine. You will be responsible for paying any difference between

the actual tax liability and the amount withheld.

2.Exchange Control Obligations. You are solely responsible for complying with

applicable exchange control regulations and rulings (the "Exchange Control Regulations") in

South Africa. As the Exchange Control Regulations change frequently and without notice, you

should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan

to ensure compliance with current Exchange Control Regulations. Neither the Company nor any

of its Subsidiaries will be liable for any fines or penalties resulting from your failure to comply

with applicable laws. You should consult with your personal advisor(s) regarding any personal

legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

3.Securities Law Information and Deemed Acceptance of Options. Neither the

Options nor the underlying Shares shall be publicly offered or listed on any stock exchange in

South Africa. The offer is intended to be private pursuant to Section 96 of the Companies Act and

is not subject to the supervision of any South African governmental authority. Pursuant to

Section 96 of the Companies Act, the Options offer must be finalized on or before the 60th day

following the grant date. If you do not want to accept the Options, you are required to decline

the Options no later than the 60th day following the grant date. If you do not reject the Options

on or before the 60th day following the grant date, you will be deemed to accept the Options.

SOUTH KOREA

1.Exchange Control Information. Korean residents who sell Shares acquired under the 2011

Plan and/or receive cash dividends on the Shares may have to file a report with a Korean

foreign exchange bank, provided the proceeds are in excess of USD5,000 (per transaction)

and deposited into a non-Korean bank account. A report may not be required if proceeds

Exhibit 10(i)

are deposited into a non-Korean brokerage account. It is your responsibility to ensure

compliance with any applicable exchange control reporting obligations.  You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011

Plan.

2.Foreign Asset/Account Reporting Information. Korean residents must declare all foreign

financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax

authority and file a report with respect to such accounts in June of the following year if

the monthly balance of such accounts exceeds KRW 500 million (or an equivalent amount

in foreign currency) on any month-end date during a calendar year. You should consult

with your personal advisor(s) regarding any personal foreign asset/foreign account tax

obligations you may have in connection with your participation in the 2011 Plan.

SPAIN

1.Acknowledgement of Discretionary Nature of the 2011 Plan; No Vested Rights. In

accepting the Options, you acknowledge that you consent to participation in the 2011 Plan and

have received a copy of the 2011 Plan. You understand that the Company has unilaterally,

gratuitously and in its sole discretion granted Options under the 2011 Plan to individuals who

may be employees of the Company or its Subsidiaries throughout the world. The decision is a

limited decision that is entered into upon the express assumption and condition that any grant

will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing

basis. Consequently, you understand that the Options are granted on the assumption and

condition that the Options and the Shares acquired upon exercise of the Options shall not

become a part of any employment contract (either with the Company or any of its Subsidiaries)

and shall not be considered a mandatory benefit, salary for any purposes (including severance

compensation) or any other right whatsoever. In addition, you understand that this grant would

not be made to you but for the assumptions and conditions referenced above. Thus, you

acknowledge and freely accept that should any or all of the assumptions be mistaken or should

any of the conditions not be met for any reason, the Options shall be null and void.  You

understand and agree that, as a condition of the grant of the Options, any unvested Options as of

the date you cease active employment and any vested portion of the Options not exercised

within the post- termination exercise period set out in the Terms and Conditions will be

forfeited without entitlement to the underlying Shares or to any amount of indemnification in

the event of the termination of employment by reason of, but not limited to, (i) material

modification of the terms of employment under Article 41 of the Workers' Statute or (ii)

relocation under Article 40 of the Workers' Statute. You acknowledge that you have read and

specifically accept the conditions referred to in the Terms and Conditions regarding the impact

of a termination of employment on your Options.

2.Exchange Control Information. If you hold 10% or more of the Share capital of the

Company or such other amount that would entitle you to join the Company's board of directors,

the acquisition, ownership and disposition of such Shares must be declared for statistical

purposes to the Spanish Dirección General de Comercio e Inversiones (the Bureau for Commerce

and Investments), which is a department of the Ministry of Economy and Competitiveness. The

declaration (via Form 6) must be made in January for Shares acquired or disposed of during the

prior calendar year and/or for Shares owned as of December 31 of the prior calendar year;

provided, if the value of the Shares acquired or sold exceeds €1,502,530, the declaration

must be filed within one month of the acquisition or disposition of the Shares, as applicable.

Exhibit 10(i)

You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011

Plan.

3.Foreign Asset/Account Reporting Information. To the extent you hold rights or

assets (e.g., cash or the Shares held in a bank or brokerage account) outside of Spain with a value

in excess of €50,000 per type of right or asset as of December 31 each year (or at any time

during the year in which you sell or dispose of such right or asset), you are required to report

information on such rights and assets on your tax return for such year. After such rights or

assets are initially reported, the reporting obligation will only apply for subsequent years if the

value of any previously-reported rights or assets increases by more than €20,000 per type of

right or asset as of each subsequent December 31, or if you sell Shares or cancel bank accounts

that were previously reported. Failure to comply with this reporting requirement may result in

penalties to the Spanish residents. In addition, you may be required to electronically declare to

the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign

instruments (including Shares acquired under the 2011 Plan), and any transactions with non-

Spanish residents (including any payments of Shares made pursuant to the 2011 Plan),

depending on the balances in such accounts together with the value of such instruments as of

December 31 of the relevant year, or the volume of transactions with non-Spanish residents

during the relevant year. You should consult with your personal advisor(s) regarding any

personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE

PROVISIONS OF THE 2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026

TO STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

SWEDEN

1.Exercise by Cash Payment Only. Notwithstanding anything in Section 4 of the

Terms and Conditions to the contrary, if you are a local national of Sweden, you may exercise

the Options only by means of a cash payment or such other methods as may be permitted under

the 2011 Plan and allowed under local law.

2.Withholding of Tax-Related Items. Notwithstanding anything in the Terms and

Conditions to the contrary, if you are a local national of Sweden, any Tax-Related Items shall be

withheld only in cash from your regular salary/wages or other amounts payable to you in cash,

or such other withholding methods as may be permitted under the 2011 Plan and allowed

under local law. Additionally, the Company and/or the Employer may withhold Tax-Related

Items from salary in an amount up to the statutory maximum withholding limitations, however,

Exhibit 10(i)

the Company and/or your Employer will not withhold amounts in excess of your statutory

maximum withholding limitations.

SWITZERLAND

1.Securities Law Information. Neither this document nor any other materials

relating to the Options (a) constitutes a prospectus according to articles 35 et seq. of the Swiss

Federal Act on Financial Services ("FinSA") (b) may be publicly distributed or otherwise made

publicly available in Switzerland to any person other than an employee of the Company or (c)

has been or will be filed with, approved or supervised by any Swiss reviewing body according to

article 51 FinSA or any Swiss regulatory authority, including the Swiss Financial Market

Supervisory Authority ("FINMA").

TAIWAN

1.Securities Law Notice. The offer of participation in the 2011 Plan is available only

for employees of the Company and its Subsidiaries. The offer of participation in the 2011 Plan is

not a public offer of securities by a Taiwanese company.

2.Exchange Control Information. You may acquire and remit foreign currency

(including proceeds from the sale of Shares acquired under the 2011 Plan) into Taiwan up to

USD10,000,000 per year without justification. If the transaction amount is TWD$500,000 or

more in a single transaction, you must submit a Foreign Exchange Transaction Form and also

provide supporting documentation to the satisfaction of the remitting bank. You should consult

with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange

obligations you may have in connection with your participation in the 2011 Plan.

TÜRKIYE

1.Securities Law Information. Under Turkish law, you are not permitted to sell any

Shares acquired under the 2011 Plan within Turkey. The Shares are currently traded on the

New York Stock Exchange, which is located outside of Turkey, under the ticker symbol "SYK"

and the Shares may be sold through this exchange.

2.Financial Intermediary Obligation. You acknowledge that any activity related to

investments in foreign securities (e.g., the sale of Shares) should be conducted through a bank or

financial intermediary institution licensed by the Turkey Capital Markets Board and should be

reported to the Turkish Capital Markets Board. You solely are responsible for complying with

this requirement and should consult with a personal legal advisor for further information

regarding any obligations in this respect.

UNITED ARAB EMIRATES

1.Securities Law Information. The offer of the Options is available only for select

Employees of the Company and its Subsidiaries and is in the nature of providing incentives in

the United Arab Emirates. The 2011 Plan and the Terms and Conditions are intended for

distribution only to such individuals and must not be delivered to, or relied on by any other

person. Prospective purchasers of securities should conduct their own due diligence.

Exhibit 10(i)

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any

documents in connection with this statement, including the 2011 Plan and the Terms and Conditions, or

any other incidental communication materials distributed in connection with the Options. Further, neither

the Ministry of Economy nor the Dubai Department of Economic Development has approved this statement

nor taken steps to verify the information set out in it, and has no responsibility for it. Residents of the

United Arab Emirates who have any questions regarding the contents of the 2011 Plan and the Terms and

Conditions should obtain independent advice.

UNITED KINGDOM

1.No Exercise by Using Existing Shares. Notwithstanding anything in Section 4 of

the Terms and Conditions to the contrary, if you are resident in the United Kingdom, you shall

not be permitted to use existing Shares for exercising the Options and paying the Exercise Price.

2.Income Tax and Social Insurance Contribution Withholding. The following

provision shall supplement Section 7 of the Terms and Conditions:

Without limitation to Section 7 of the Terms and Conditions, you agree that you are liable for all Tax-

Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the

Company, your Employer or by HM Revenue and Customs ("HMRC") (or any other tax authority or any

other relevant authority). You also agree to indemnify and keep indemnified the Company and your

Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay

to HMRC on your behalf (or any other tax authority or any other relevant authority).

3.Exclusion of Claim. You acknowledge and agree that you will have no entitlement

to compensation or damages in consequence of the termination of your employment with the

Company and the Subsidiary that employs you for any reason whatsoever and whether or not in

breach of contract, insofar as any purported claim to such entitlement arises or may arise from

your ceasing to have rights under or to be entitled to exercise the Options as a result of such

termination of employment (whether the termination is in breach of contract or otherwise), or

from the loss or diminution in value of the Options. Upon the grant of the Options, you shall be

deemed irrevocably to have waived any such entitlement.

****************************

Exhibit 10(i)

EXHIBIT A

ESS OFFER DOCUMENT

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, AS AMENDED

OFFER OF NONSTATUORY STOCK OPTIONS

TO AUSTRALIAN RESIDENTS

DATED:  February 4, 2026

INVESTMENT IN SHARES INVOLVES A DEGREE OF RISK.  EMPLOYEES WHO PARTICIPATE IN

THE PLAN SHOULD MONITOR THEIR PARTICIPATION AND CONSIDER ALL RISK FACTORS

RELEVANT TO THE ACQUISITION OF COMMON STOCK UNDER THE PLAN AS SET OUT IN

THIS ESS OFFER DOCUMENT AND THE ADDITIONAL DOCUMENTS.  THE INFORMATION

CONTAINED IN THIS ESS OFFER DOCUMENT AND THE ADDITIONAL DOCUMENTS IS

GENERAL ADVICE ONLY. EMPLOYEES SHOULD CONSIDER SEEKING ADVICE FROM AN

INDEPENDENT PERSON LICENSED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS

COMMISSION TO GIVE ADVICE REGARDING PARTICIPATION IN THE PLAN.

Exhibit 10(i)

OFFER TO AUSTRALIAN RESIDENT EMPLOYEES

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, AS AMENDED

To Eligible Participants:

This ESS Offer Document sets out information regarding the grant of Nonstatutory Stock Options

("Options") by Stryker Corporation (the "Company") under the Stryker Corporation 2011 Long-

Term Incentive Plan, as amended (the "Plan") to Australian resident employees of the Company and

its subsidiaries and affiliates ("Eligible Participants").

The Company has adopted the Plan to advance the interests of the Company and its subsidiaries

and affiliates (the "Group") by providing certain Eligible Participants a larger personal and

financial interest in the success of the Company and to enable the Company to compete effectively

with others for the services of new employees and directors as may be needed for the continued

improvement of the enterprise. This ESS Offer Document specifically addresses the grant of

Options.

Terms defined in the Plan have the same meaning in this ESS Offer Document.

1.OFFER OF OPTIONS

This is an offer made by the Company under the Plan to Eligible Participants of Options to

acquire shares in the Company’s common stock ("Shares") under the Plan.

Options are granted with an exercise price equal to the fair market value of the underlying

Shares on the date of grant and represent a right to purchase Shares in the future, subject

to satisfaction of vesting requirements and the payment of the exercise price.

2.TERMS OF GRANT

The terms of the grant of Options incorporate the Plan, the CEO Award Letter and the

Terms and Conditions Relating to Nonstatutory Stock Options Granted Pursuant to the

2011 Long-Term Incentive Plan” (together the "Terms and Conditions").  The rules of the

Plan are incorporated into the Terms and Conditions and this ESS Offer Document by

reference.  By accepting the grant of Options, you agree to be bound by the rules of this ESS

Offer Document, the Plan and the Terms and Conditions.

This offer is being made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth)

(the “Act”).  For purposes of that Division, the Terms and Conditions are to be regarded as a

part of this ESS Offer Document.

Exhibit 10(i)

3.ADDITIONAL DOCUMENTS

In addition to the information set out in this ESS Offer Document, attached are copies of the

following documents (as are appropriate with respect to your Option(s)) (collectively, the

"Additional Documents"):

(a)the Plan;

(b)the U.S. Plan Prospectus, dated 7 February 2018

(c)the Terms and Conditions Relating to Nonstatutory Stock Options Granted Pursuant

to the Plan;

(d)the Australian tax supplement to the U.S. Plan prospectus entitled “Stryker

Corporation Nonstatutory Stock Options Summary of Employee Tax Obligations”;

(e)CEO Award Letter; and

(f)the Stryker Corporation "Your Stock Option Program" brochure.

Please note that the U.S. Plan prospectus is not a prospectus for the purposes of the

Corporations Act 2001 and has not been modified for Australia.

The Additional Documents provide further information necessary to make an informed

investment decision in relation to your participation in the Plan.

4.RELIANCE ON STATEMENTS

You should not rely upon any oral statements made to you in relation to this offer.  You

should only rely upon the statements contained in this ESS Offer Document and the

Additional Documents when considering your participation in the Plan.

5.WHO IS ELIGIBLE TO PARTICIPATE?

You are eligible to participate under the Plan if, at the time of the offer, you are an

Australian resident employee or director of the Company or an Australian subsidiary and

meet the eligibility requirements established under the Plan.

Exhibit 10(i)

The Committee is authorized to determine the eligible employees to whom, and the time or

times at which, Options will be granted, the number of Shares subject to an Option, the

exercise price of the Options, the time or times within which Options will be subject to

forfeiture, the time or times at which the restrictions will terminate and all other terms and

conditions of the grants. You will be required to pay an exercise price to acquire Shares

pursuant to an Option (as described below).

STOCK OPTIONS

6.WHAT IS A NON-QUALIFIED STOCK OPTION?

An Option granted pursuant to the Plan gives the Eligible Participant the right, but not the

obligation, to purchase a specified number of Shares at an exercise price fixed at the date of

the grant.

7.WHEN CAN I EXERCISE MY OPTIONS?

Subject to the limitations specified in the Plan, the CEO Award Letter will set out when the

Options become vested and may be exercised and when they will lapse.

8.WHAT IS THE EXERCISE PRICE OF THE OPTIONS?

The exercise price (i.e., the price you must pay to acquire Shares on the exercise of an

Option) ("Exercise Price") is determined by the Committee, as set out in the Plan. The

Exercise Price will be no less than 100% of the Fair Market Value of a Share on the grant

date of the Option.

GENERAL INFORMATION

9.WHAT IS A SHARE OF THE COMPANY?

Shares of common stock in a U.S. corporation are analogous to ordinary shares of an

Australian corporation.  Each holder of Shares is entitled to one vote for every Share held in

the Company.

Dividends may be paid on the Shares out of any funds of the Company legally available for

dividends at the discretion of the Board of Directors of the Company.

The issued capital of the Company is currently comprised only of shares of common stock.

The Company's Shares are listed and may be traded on the New York Stock Exchange.

Shares are not liable to any further calls for payment of capital or for other assessment by the

Company and have no sinking fund provisions, pre-emptive rights, conversion rights or

redemption provisions.

10.HOW CAN I OBTAIN THE CURRENT SHARE PRICE IN AUSTRALIAN DOLLARS?

You may ascertain the current market price of the Shares as traded on the NYSE at https://

www.nyse.com/index under the ticker symbol “SYK.”  The Australian dollar equivalent of

Exhibit 10(i)

that price can be obtained at: http://www.rba.gov.au/statistics/frequency/exchange-

rates.html.

11.WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS’

PARTICIPATION IN THE PLAN?

Participants should consider the risk factors relevant to investment in securities generally

and, in particular, to the acquisition and holding of Shares.  You should be aware that in

addition to fluctuations in value caused by the fortunes of the Company, the Australian

dollar value of your Shares will be affected by the U.S.$/A$ exchange rate.  Participation in

the Plan involves certain risks related to fluctuations in this rate of exchange.

There is no guarantee that the price of the Shares will increase.  Factors which may affect

the price of the Shares include fluctuations in the domestic and international market for

listed stocks, general economic conditions, including interest rates, inflation rates,

legislation or regulation, the nature of the markets in which the Company operates and

general operational and business risks.

12.PLAN MODIFICATION, TERMINATION, ETC.

Pursuant to Article 3 of the Plan, the Plan will be administered by the Compensation

Committee.  The Compensation Committee, from time to time, may alter, amend, modify or

suspend the Plan at any time and from time to time.

13.WHAT ARE THE AUSTRALIAN TAXATION CONSEQUENCES OF PARTICIPATION IN THE

PLAN?

Please see the Additional Document entitled “Stryker Corporation Nonstatutory Stock

Option Summary of Employee Tax Obligations” for information regarding the Australian tax

treatment of your award.

14.STATUTORY TERMS AND CONDITIONS

As noted above, this offer is being made under Division 1A of Part 7.12 of the Act.  To

comply with that Division, the following terms are included:

A.Application Period
This offer remains open until the date specified in your Terms and Conditions<br><br>Relating to Nonstatutory Stock Options Granted Pursuant to the Plan (the<br><br>“Application Period”).  You may accept this offer at any time up until then.
B.Acquisition of Options
You cannot acquire any Options until at least 14 days after receiving this ESS Offer<br><br>Document.
CTerms Relating to Disclosure

Exhibit 10(i)

This offer is also subject to the following terms relating to disclosure:<br><br>(a)this ESS Offer Document and the terms of the offer:<br><br>(i)must not include a misleading or deceptive statement; and<br><br>(ii)must not omit any information that would result in this document or terms<br><br>of the offer being misleading or deceptive;<br><br>(b)the Company must provide you with an updated ESS Offer Document as soon as<br><br>practicable after becoming aware that the document that was provided has<br><br>become out of date, or is otherwise not correct, in a material respect;<br><br>(c)each person mentioned in items 2, 3 and 4 of the table below must notify, in<br><br>writing, the Company as soon as practicable if, during the Application Period,<br><br>the person becomes aware that:<br><br>(i)a material statement in the documents mentioned in paragraph (a) is<br><br>misleading or deceptive; or<br><br>(ii)information was omitted from any of those documents that has resulted in<br><br>one or more of those documents being misleading or deceptive; or<br><br>(iii)a new circumstance has arisen during the Application Period which means<br><br>the ESS Offer Document is out of date, or otherwise not correct, in a material<br><br>respect; and<br><br>(d)if you suffer loss or damage because of a contravention of a term of the offer<br><br>covered by paragraph (a), (b) or (c) above, you can recover the amount of loss<br><br>or damage in accordance with the table below.<br><br>For the purposes of paragraph (d) above, an ESS participant must be able to<br><br>recover loss or damage in accordance with the following table:
Item	You may recover loss or damage<br><br>suffered as a result of a<br><br>contravention of	from these people...
1	a term of the offer covered by any of the<br><br>following paragraphs:<br><br>•paragraph (a) (misleading or<br><br>deceptive statements and<br><br>omissions);<br><br>•paragraph (b) (out of date ESS Offer<br><br>Document)	the Company
2	a term of the offer covered by any of the<br><br>following paragraphs:<br><br>•paragraph (a) (misleading or<br><br>deceptive statements and<br><br>omissions);<br><br>•paragraph (b) (outdated ESS Offer<br><br>Document)	each director of the Company

Exhibit 10(i)

3	a term of the offer covered by any of the<br><br>following paragraphs:<br><br>•paragraph (a) (misleading or<br><br>deceptive statements and<br><br>omissions);<br><br>•paragraph (b) (out of date ESS Offer<br><br>Document)	a person named, with their<br><br>consent, in an ESS Offer<br><br>Document or the terms of the<br><br>offer as a proposed director of the<br><br>Company
4	a term of the offer covered by<br><br>paragraph (a) (misleading or deceptive<br><br>statements and omissions)	a person named, with their<br><br>consent, in the ESS Offer<br><br>Document or the terms of the<br><br>offer as having made:<br><br>•the misleading or deceptive<br><br>statement; or<br><br>•a statement on which the<br><br>misleading or deceptive<br><br>statement is based
5	a term of the offer covered by<br><br>paragraph (c) (failure to notify the<br><br>Company of misleading or deceptive<br><br>statement and omissions or new<br><br>circumstances)	the person mentioned in item 2, 3<br><br>or 4 of this table who failed to<br><br>notify the Company in accordance<br><br>with the term covered by<br><br>paragraph (c)
DExclusions from Liability
A person mentioned in the table in section C above is not liable for any loss or<br><br>damage suffered by you because of a contravention of a term of the offer covered<br><br>by paragraph (a) or (b) of section C above if:<br><br>(a)the person:<br><br>(i)made all inquiries (if any) that were reasonable in the circumstances; and<br><br>(ii)after doing so, believed on reasonable grounds that the statement was not<br><br>misleading or deceptive; or<br><br>(b)the person did not know that the statement was misleading or deceptive; or<br><br>(c)the person placed reasonable reliance on information given to the person<br><br>by:<br><br>(i)if the person is a body corporate or a responsible entity of a registered<br><br>scheme - someone other than a director, employee or agent of the body<br><br>corporate or responsible entity; or<br><br>(ii)if the person is an individual—someone other than an employee or agent<br><br>of the individual; or<br><br>(d)for a person mentioned in column 2 of item 3 or 4 of the table in section C<br><br>above - the person proves that they publicly withdrew their consent to being<br><br>named in the document in that way; or<br><br>(e)the contravention arose because of a new circumstance that has arisen since<br><br>the ESS Offer Document was prepared and the person proves that they were<br><br>not aware of the matter.

17.WHAT ARE THE U.S. TAXATION CONSEQUENCES OF PARTICIPATION IN THE PLAN?

Participants will not be subject to U.S. tax consequences by reason only of the acquisition of

Shares and/or the sale of Shares.  However, liability to U.S. taxes may accrue if the Eligible

Participants are otherwise subject to U.S. taxes.

Again, the above is an indication only of the likely U.S. tax consequences for Eligible

Participants who accept Options granted under the Plan.  Employees should seek advice as

to the U.S. taxation consequences of participation from their personal tax advisers.

*          *          *          *          *

We urge you to carefully review the information contained in this ESS Offer Document and the

Additional Documents.

STRYKER CORPORATION

Exhibit 10(i)

EXHIBIT B

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

EMPLOYER INFORMATION STATEMENT – DENMARK

STOCK OPTION GRANT

Pursuant to section 3(1) of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares

etc. in Employment Relationships (the "Stock Option Act"), Stryker Corporation (the “Company”)

is providing you with the following information regarding the Company’s stock option (“Option”)

grant in a separate written statement. This statement contains only the information mentioned in

the Stock Option Act; the other terms and conditions of your Option grant are described in detail

in the Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated  (the "2011

Plan"), the Terms and Conditions Related to Nonstatutory Stock Options Granted Pursuant to the

2011 Long-Term Incentive Plan (the “Option Agreement”) and the CEO Award Letter for the

Option grant, all of which have been provided to you.

IMPORTANT NOTE: The Stock Option Act only applies to Options granted under the 2011 Plan to

employees of the Company and its Subsidiaries, and does not apply to individuals, including

managers, who are not regarded as "employees" as defined under the Stock Option Act. If you are

not an employee of the Company or one of its Subsidiaries within the meaning of the Stock Option

Act, this Employer Information Statement shall not apply to you, you may not rely upon any of the

information contained herein and the provisions described herein shall be void and ineffective.

1.Date of Grant

The Grant Date of the Option is the date that the Compensation and Human Capital

Committee of the Board of Directors (the “Committee”) approved a grant for you and

determined it would be effective.

2.Terms and Conditions of the Grant

The grant of the Option is made at the sole discretion of the Committee.  In its assessment,

the Committee has considered a number of factors in granting the Options to you, including

(but not limited to) the Company’s latest annual results, your personal performance and

your value for the future growth, development and operation of the Company.

Notwithstanding your personal performance and the development of the Company, the

Company may decide, in its sole discretion, not to grant an Option to you in the future.

Under the terms of the Plan and the Agreement, you have no entitlement or claim to receive

future Option grants.

3.Vesting Dates and Exercise Period

Your Option shall vest over a period of time (“vesting period”), provided you remain

employed by or in the service of the Company or a Subsidiary and any performance or

other vesting conditions set forth in the Plan and the Agreements are satisfied, unless the

Exhibit 10(i)

Option is vested or terminated earlier for the reasons set forth in the Plan and the

Agreements and subject to Section 5 of this statement.

4.Exercise Price

During the Option exercise period, your Option can be exercised to purchase shares of the

Company’s common stock at a price corresponding to the fair market value of the stock at

the time of grant, as determined by the Company.

5.Your Rights upon Termination

The treatment of your Option awards upon termination of your employment will be

determined in accordance with the following unless the terms contained in the Agreement

and in the 2011 Plan are more favorable to you.

Your Option will survive and will not be forfeited if your employment is terminated by your

employer for any reason other than your breach of contract (as determined under Danish

law) or summary dismissal. This means that you may be entitled to continue to vest in the

Option award as if you were still an employee in accordance with your Agreement and the

2011 Plan. Also, you may be entitled to receive an additional Option grant, proportionate to

the length of your employment in the accounting year in which your employment is

terminated, to which you would have been entitled according to agreement or custom had

you still been employed at the end of the accounting year. This provision will not apply if

the termination is due to your breach of your employment contract or in case of your

justified summary dismissal, in which case the Option will lapse to the extent the Option

has not vested on the effective date of termination of your employment. Such lapse will

take place automatically without notice on the effective date of termination of your

employment.

If you terminate your employment due to your employer's material breach (as determined

under Danish law), or if your employment terminates because you reach the age of

retirement for employees of your employer or because you are entitled to receive old-age

pension from the Danish state or your employer, the Option award shall continue on

unchanged terms as if you had still been employed. Also, you may be entitled to receive an

additional Option grant, proportionate to the length of your employment in the accounting

year in which your employment is terminated, to which you would have been entitled

according to agreement or custom had you still been employed at the end of the accounting

year or at the date of grant.

If you terminate your employment for other reasons,  your Option award will be forfeited

as per the effective date of termination of your employment unless otherwise set out in the

terms of the Agreement. In addition, you will be ineligible to receive any additional Option

grants after your resignation.

6.Financial Aspects of Participating in the 2011 Plan

Exhibit 10(i)

The Option grant has no immediate financial consequences for you. The value of the Option

award will not be taken into account when calculating holiday allowances, pension

contributions or other statutory consideration calculated on the basis of salary. The tax

treatment of the Option award depends on a number of aspects and thus, you are

encouraged to seek particular advice regarding your tax position.

Shares of stock are financial instruments and investing in stock will always have financial

risk. The possibility of profit at the time of vesting will not only be dependent on the

Company’s financial development, but inter alia also on the general development of the

stock market. In addition, before or after you vest in your Option award, the shares of

Company stock could decrease in value even below the price of such stock on the Date of

Grant.

7.Other Issues

Apart from Clause 5 in this Statement (regarding your rights upon termination of

employment), this Statement does not intend to alter any provisions of the 2011 Plan or the

Agreement (or any related document), and the 2011 Plan and the Agreement (and any

related document) shall prevail in case of any ambiguities. However, your mandatory rights

under the Stock Option Act shall prevail in case of any ambiguities.

****

Plan Administrator

Stryker Corporation

Portage, Michigan USA

Exhibit 10(i)

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, SOM REVIDERET OG GENFREMSAT

ARBEJDSGIVERERKLÆRING – DANMARK

TILDELING AF AKTIEOPTIONER

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret til aktier m.v. i ansættelsesforhold

("Aktieoptionsloven") giver Stryker Corporation ("Selskabet") dig hermed i en særskilt skriftlig

erklæring følgende oplysninger om Selskabets tildeling af aktieoptioner ("Optioner"). Denne

erklæring indeholder kun de oplysninger, der er nævnt i Aktieoptionsloven. De øvrige vilkår og

betingelser for din Optionstildeling er nærmere beskrevet i Selskabets 2011 Long-Term Incentive

Plan, som revideret og genfremsat  ("2011-Planen"), Terms and Conditions Related to Nonstatutory

Stock Options Granted Pursuant to the 2011 Long-Term Incentive Plan ("Optionsaftalen"), og CEO-

tildelingsbrevene vedrørende henholdsvis Optionstildelingen, hvilke dokumenter alle er blevet

udleveret til dig.

VIGTIGT: Aktieoptionsloven gælder kun for Optioner, der i henhold til 2011-Planen er tildelt til

lønmodtagere i Selskabet og dets Datterselskaber, og gælder ikke for personer, herunder ledere,

der ikke anses for at være "lønmodtagere" som defineret i Aktieoptionsloven. Hvis du ikke er

lønmodtager i Selskabet eller i et af dets Datterselskaber i Aktieoptionslovens forstand, gælder

denne Arbejdsgivererklæring ikke for dig, hvorfor du ikke vil kunne henholde dig til nogen af

oplysningerne heri, og de heri anførte bestemmelser vil ikke have virkning.

1.Tidspunkt for tildeling

Tidspunktet for Optionstildelingen er den dato, hvor det af Bestyrelsen nedsatte Udvalg for

Vederlag og Menneskelig Kapital ("Udvalget") godkendte tildelingen til dig og besluttede, at

den skulle træde i kraft.

2.Kriterier og betingelser for tildeling

Optionstildelingen sker alene efter Udvalgets eget skøn.  Udvalget har i sin vurdering

inddraget en række faktorer i forbindelse med Optionstildelingen til dig, herunder (men

ikke begrænset til) Selskabets seneste årsresultat, din personlige performance og din

betydning for Selskabets fremtidige vækst, udvikling og drift.  Uanset din personlige

performance og Selskabets udvikling kan Selskabet frit vælge ikke at tildele dig Optioner

fremover.  I henhold til bestemmelserne i Planen og Aftalen har du ikke nogen ret til eller

noget krav på fremover at modtage Options tildelinger.

3.Modningstidspunkter og udnyttelsesperiode

Din Option modnes over en periode ("modningsperioden"), forudsat at du fortsat er ansat i

eller arbejder for Selskabet eller et Datterselskab, og forudsat at alle de i Planen og

Aftalerne beskrevne performance- og modningsbetingelser er opfyldt, medmindre

Optionen modnes eller bortfalder på et tidligere tidspunkt som følge af de i Planen og

Aftalerne anførte årsager og med forbehold for pkt. 5 i denne erklæring.

4.Udnyttelseskurs

Exhibit 10(i)

I udnyttelsesperioden for Optioner kan din Option udnyttes til køb af ordinære aktier i

Selskabet til en kurs svarende til aktiernes markedsværdi på tildelingstidspunktet som

fastsat af Selskabet.

5.Din retsstilling i forbindelse med fratræden

I forbindelse med din fratræden vil dine Optionstildelinger blive behandlet som følger,

medmindre vilkårene i Aftalen og i 2011-Planen er mere fordelagtige for dig.

Din Option bortfalder ikke, hvis din fratræden skyldes opsigelse fra din arbejdsgivers side,

medmindre der er tale om misligholdelse fra din side (som defineret i dansk ret) eller

bortvisning. Dette betyder, at du måske vil være berettiget til, at din Option fortsat modnes

i overensstemmelse med din Aftale og 2011-Planen, som om du stadig var ansat. Endvidere

vil du måske være berettiget til at modtage en yderligere Optionstildeling, som beregnes

forholdsmæssigt i forhold til, hvor længe du er ansat i det regnskabsår, hvori du fratræder,

og som du ville have været berettiget til i henhold til aftale eller sædvane, såfremt du stadig

havde været ansat ved udgangen af regnskabsåret. Denne bestemmelse gælder ikke,

såfremt din fratræden skyldes opsigelse på grund af din misligholdelse af

ansættelseskontrakten eller berettiget bortvisning, i hvilket tilfælde Optionen bortfalder, i

det omfang de ikke er modnet ved ansættelsesforholdets ophør. Bortfaldet sker automatisk

uden varsel ved ansættelsesforholdets ophør.

Hvis du fratræder din stilling som følge af væsentlig misligholdelse fra din arbejdsgivers

side (som defineret i dansk ret), eller hvis du fratræder, fordi du når pensionsalderen for

lønmodtagere hos din arbejdsgiver, eller fordi du har ret til at modtage alderspension fra

den danske stat eller din arbejdsgiver, vil din Optionstildeling fortsætte på uændrede

vilkår, som om du stadig var ansat.  Endvidere vil du måske være berettiget til at modtage

en yderligere Optionstildeling, som beregnes forholdsmæssigt i forhold til, hvor længe du

er ansat i det regnskabsår, hvori du fratræder, og som du ville have været berettiget til i

henhold til aftale eller sædvane, såfremt du stadig havde været ansat ved udgangen af

regnskabsåret eller på tildelingstidspunktet.

Hvis du fratræder din stilling af andre årsager, vil din Optionstildeling bortfalde ved

ansættelsesforholdets ophør, medmindre andet fremgår af Aftalen. Endvidere vil du ikke

være berettiget til at få tildelt yderligere Optioner efter din fratræden.

6.Økonomiske aspekter ved at deltage i 2011-Planen

Optionstildelingen har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af

Optionstildelingen indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre

lovpligtige, vederlagsafhængige ydelser. Den skattemæssige behandling af

Optionstildelingen afhænger af flere forhold, og du opfordres derfor til at søge særskilt

rådgivning vedrørende din skattemæssige situation.

Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med en

økonomisk risiko. Muligheden for en gevinst på modningstidspunktet afhænger ikke alene

af Selskabets økonomiske udvikling, men også af bl.a. den generelle udvikling på

Exhibit 10(i)

aktiemarkedet. Derudover kan værdien af Selskabets aktier både før og efter modningen af

din Optionstildeling falde til en værdi, der måske endda ligger under kursen på

tildelingstidspunktet.

7.Øvrige oplysninger

Med undtagelse af pkt. 5 i denne erklæring (vedrørende din retsstilling i forbindelse med

fratræden) har denne erklæring ikke til formål at ændre nogen af bestemmelserne i 2011-

Planen eller Aftalen (eller i tilhørende dokumenter), og 2011-Planen og Aftalen (og

eventuelle tilhørende dokumenter) har forrang i tilfælde af uoverensstemmelser. Dine

ufravigelige rettigheder i henhold til Aktieoptionsloven har dog forrang i tilfælde af

uklarhed.

****

Planadministrator

Stryker Corporation

Portage, Michigan USA

Ex 10(ii) 2026 RSU award letter and T&C Exhibit 10(ii)

Kevin A. Lobo

Chair and CEO

Personal and Confidential

February 4, 2026

First Name Last Name

Dear First Name,

I am pleased to inform you that you are one of a select group of individuals receiving a restricted stock units (RSUs)

award in 2026. We use these awards to reward performers who we believe will be key contributors to our growth well

into the future. The total Award Date Value (ADV) of your award is approximately USD $xx,xxx.

You are receiving xxx RSUs with respect to Common Stock of Stryker Corporation. Except as otherwise provided in the

Terms and Conditions, one-third of these RSUs will vest on March 21 of each of the three years beginning March 21,

2027.

You must “Accept” the award online via the UBS One Source web site located at www.ubs.com/onesource/

SYK between March 3 and March 31, 2026. The detailed terms of the RSUs are in the Terms and Conditions, any

applicable country addendum and the provisions of the Company's 2011 Long-Term Incentive Plan, as Amended and

Restated. Those documents, together with the related Prospectus, are available on the UBS One Source web site,

and you should read them before accepting the award. In addition, you may be asked to sign the most recent version

of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement (“Non-Compete

Agreement”) in connection with this award. If you are asked to sign the Non-Compete Agreement, it will be emailed to

you and you will be asked to sign the document electronically via Adobe Sign by March 31, 2026. The vesting of the

RSUs is conditioned on you having signed the Non-Compete Agreement by March 31, 2026, where permitted by

applicable law.

You can find additional educational materials on the UBS One Source web site in the Resources section, including RSU

brochure and RSU Tax Questions & Answers.

Sincerely,

Kevin A. Lobo

Chair and Chief Executive Officer

Exhibit 10(ii)

STRYKER CORPORATION

TERMS AND CONDITIONS

RELATING TO RESTRICTED STOCK UNITS GRANTED

PURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

1.The Restricted Stock Units ("RSUs") with respect to Common Stock of Stryker Corporation (the

"Company") granted to you during 2026 are subject to these Terms and Conditions Relating to Restricted Stock

Units Granted Pursuant to the 2011 Long-Term Incentive Plan, as Amended and Restated (the "Terms and

Conditions") and all of the terms and conditions of the Stryker Corporation 2011 Long-Term Incentive Plan, as

Amended and Restated (the "2011 Plan"), which is incorporated herein by reference. In the case of a conflict

between these Terms and Conditions and the terms of the 2011 Plan, the provisions of the 2011 Plan will

govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2011 Plan.

For purposes of these Terms and Conditions, "Employer" means the Company or any Subsidiary that employs

you on the applicable date, and "Stock Plan Administrator" means UBS Financial Services Inc. (or any other

independent service provider engaged by the Company to assist with the implementation, operation and

administration of the 2011 Plan).

2.Your right to receive the Shares issuable pursuant to the RSUs shall be only as follows:

(a)If you continue to be an Employee, you will receive the Shares underlying the RSUs that

have become vested as soon as administratively possible following the vesting date as set forth in the award

letter.

(b)If you cease to be an Employee by reason of Disability (as such term is defined in the 2011

Plan or determined under local law) or death prior to the date that your RSUs become fully vested, you or your

estate will become fully vested in your RSUs, and you, your legal representative or your estate will receive all of

the underlying Shares as soon as administratively practicable following your termination by Disability or

death.

(c)If you cease to be an Employee by reason of Retirement (as such term is defined in the

2011 Plan or determined under local law) prior to the date that your RSUs become fully vested, you (or your

estate in the event of your death after your termination by Retirement) will continue to vest in your RSUs in

accordance with the vesting schedule as set forth in the award letter as if you had continued your employment

with your Employer.

(d)If you cease to be an Employee prior to the date that your RSUs become fully vested for

any reason other than those provided in (b) or (c) above, you shall cease vesting in your RSUs effective as of

your Termination Date. If you are resident or employed in the United States, "Termination Date" shall mean the

last day on which you are an Employee of your Employer. In conjunction with the foregoing and for the sake of

clarity, any period of services as an independent contractor following your Termination Date shall not extend

your employment period beyond your Termination Date, regardless of whether you are reclassified as a

common law employee. If you are resident or employed outside of the United States, "Termination Date" shall

mean the last day on which you are an Employee of your Employer, provided that (1) your notice period is 12

months or less, or (2) your employment ends less than 12 months after the date on which you signed your

termination agreement. Other than Section 16 officers (as defined below), if your notice period exceeds 12

months, then "Termination Date" will be 12 months after the date on which notice was given, whether it be by

you or your Employer. If your employment ends more than 12 months after you signed your termination

agreement, then “Termination Date” will be 12 months after the date on which you signed your termination

agreement. If you are an officer of the Company and in such capacity are subject to reporting under Section 16

of the U.S. Securities Exchange Act of 1934 (a “Section 16 officer”) on the date on which notice was given,

"Termination Date" shall mean the last day on which you are an Employee of your Employer.

(e)Notwithstanding the foregoing, the Company may, in its sole discretion, settle your RSUs

in the form of: (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law,

(2) would require you, the Company and/or your Employer to obtain the approval of any governmental and/or

regulatory body in your country of residence (and country of employment, if different), or (3) is

administratively burdensome; or (ii) Shares, but require you to immediately sell such Shares (in which case, the

Company shall have the authority to issue sales instructions in relation to such Shares on your behalf).

Exhibit 10(ii)

3.The number of Shares subject to the RSUs shall be subject to adjustment and the vesting dates

hereof may be accelerated as follows:

(a)In the event that the Shares, as presently constituted, shall be changed into or exchanged

for a different number or kind of shares of stock or other securities of the Company or of another corporation

(whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares,

or otherwise) or if the number of such Shares shall be increased through the payment of a stock dividend

or a dividend on the Shares of rights or warrants to purchase securities of the Company shall be made, then

there shall be substituted for or added to each Share theretofore subject to the RSUs the number and kind of

shares of stock or other securities into which each outstanding Share shall be so changed, or for which each

such Share shall be exchanged, or to which each such Share shall be entitled. The other terms of the RSUs shall

also be appropriately amended as may be necessary to reflect the foregoing events. In the event there shall be

any other change in the number or kind of the outstanding Shares, or of any stock or other securities into which

such Shares shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such

change equitably requires an adjustment in the RSUs, such adjustment shall be made in accordance with such

determination.

(b)Fractional Shares resulting from any adjustment in the RSUs may be settled in cash or

otherwise as the Committee shall determine, in its sole discretion. Notice of any adjustment will be given to you

and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes hereof.

(c)The Committee shall have the power to amend the RSUs to permit the immediate vesting

of the RSUs (and to terminate any unvested RSUs) and the distribution of the underlying Shares prior to the

effectiveness of (i) any disposition of substantially all of the assets of the Company or your Employer, (ii) the

shutdown, discontinuance of operations or dissolution of the Company or your Employer, or (iii) the merger or

consolidation of the Company or your Employer with or into any other unrelated corporation.

4.If you are resident and/or employed outside of the United States, you agree, as a condition of the

grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the 2011

Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of

the Shares acquired pursuant to the RSUs) if required by and in accordance with local foreign exchange rules

and regulations in your country of residence (and country of employment, if different). In addition, you also

agree to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries,

as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations

in your country of residence (and country of employment, if different). Finally, you agree to take any and all

actions as may be required to comply with your personal legal and tax obligations under local laws, rules and

regulations in your country of residence (and country of employment, if different).

5.If you are resident and/or employed in a country that is a member of the European Union, the

grant of the RSUs and these Terms and Conditions are intended to comply with the age discrimination

provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age

Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any

provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age

Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike

such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted

under local law.

6.Regardless of any action the Company and/or your Employer take with respect to any or all

income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax,

payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate

liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company

and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related

Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the

subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend

equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or

eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one

country between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you

acknowledge that your Employer (or former employer, as applicable) may be required to withhold or account

for Tax-Related Items in more than one country.

Exhibit 10(ii)

In connection with any taxable event, if your country of residence (and/or your country of employment,

if different) requires withholding of Tax-Related Items, the Company shall withhold a number of whole Shares

that have an aggregate Fair Market Value that the Company, taking into account local requirements and

administrative issues, determines in its sole discretion is appropriate to cover withholding for Tax-Related

Items with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation

to withhold the Tax-Related Items. In cases where the Fair Market Value of the number of whole Shares

withheld is greater than the amount required to be paid to the relevant government authorities with respect to

withholding for Tax-Related Items, the Company shall make a cash payment to you equal to the difference as

soon as administratively practicable. In the event that withholding in Shares is prohibited or problematic under

applicable law or otherwise may trigger adverse consequences to the Company or your Employer, your

Employer shall withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from

your regular salary and/or wages or other amounts payable to you. In the event the withholding requirements

are not satisfied through the withholding of Shares or through your regular salary and/or wages or any other

amounts payable to you by your Employer, no Shares will be issued to you (or your estate) unless and until

satisfactory arrangements (as determined by the Board of Directors) have been made by you with respect to

the payment of any Tax-Related Items that the Company or your Employer determines, in its sole discretion,

should be withheld or collected with respect to such RSUs. By accepting these RSUs, you expressly consent to

the withholding of Shares and/or withholding from your regular salary and/or wages or other amounts

payable to you as provided for hereunder. All other Tax- Related Items related to the RSUs and any Shares

delivered in payment thereof are your sole responsibility.

7.The RSUs are intended to be exempt from the requirements of Code Section 409A. The 2011 Plan

and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent.

If the Company determines that these Terms and Conditions are subject to Code Section 409A and that it has

failed to comply with the requirements of that Section, the Company may, at the Company's sole discretion and

without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or

be exempt from Code Section 409A.

8.If you were required to sign the "Stryker Confidentiality, Intellectual Property, Non-Competition

and Non-Solicitation Agreement" or a similar agreement in order to receive the RSUs or have previously signed

such an agreement and you breach any non-competition, non-solicitation or nondisclosure provision or

provision as to ownership of inventions contained therein at any time while employed by the Company or a

Subsidiary, or during the one-year period following termination of employment, any unvested RSUs shall be

rescinded and you shall return to the Company all Shares that were acquired upon vesting of the RSUs that you

have not disposed of. Further, you shall pay to the Company an amount equal to the profit realized by you (if

any) on all Shares that were acquired upon vesting of the RSUs that you have disposed of. For purposes of the

preceding sentence, the profit shall be the Fair Market Value of the Shares at the time of disposition.

9.The RSUs shall be transferable only by will or the laws of descent and distribution. If you purport

to make any transfer of the RSUs, except as aforesaid, the RSUs and all rights thereunder shall terminate

immediately.

10.The RSUs shall not be vested in whole or in part, and the Company shall not be obligated to issue

any Shares subject to the RSUs, if such issuance would, in the opinion of counsel for the Company, violate the

Securities Act of 1933 or any other U.S. federal, state or non-U.S. statute having similar requirements as it may

be in effect at the time. The RSUs are subject to the further requirement that, if at any time the Board of

Directors shall determine in its discretion that the listing or qualification of the Shares subject to the RSUs

under any securities exchange requirements or under any applicable law, or the consent or approval of any

governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of

Shares pursuant to the RSUs, the RSUs may not be vested in whole or in part unless such listing, qualification,

consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of

Directors.

11.The grant of the RSUs shall not confer upon you any right to continue in the employ of your

Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall

have no rights as a shareholder of the Company with respect to any Shares issuable upon the vesting of the

RSUs until the date of issuance of such Shares.

12.You acknowledge and agree that the 2011 Plan is discretionary in nature and may be amended,

cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the RSUs under the

Exhibit 10(ii)

2011 Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or

any other award under the 2011 Plan or other benefits in lieu thereof in the future. Future grants, if any,

will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the

number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination

of the 2011 Plan shall not constitute a change or impairment of the terms and conditions of your employment

with your Employer.

13.Your participation in the 2011 Plan is voluntary. The value of the RSUs and any other awards

granted under the 2011 Plan is an extraordinary item of compensation outside the scope of your employment

(and your employment contract, if any). Any grant under the 2011 Plan, including the grant of the RSUs, is not

part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy,

end of service payments, holiday pay, bonuses, long-service awards, pension, or retirement benefits or similar

payments.

14.The RSUs are granted solely by the Company.  Your Employer and any other Subsidiary are not a

party to these Terms and Conditions, and any rights you may have under these Terms and Conditions may be

raised only against the Company (and may not be raised against your Employer or any other Subsidiary).

15.These Terms and Conditions shall bind and inure to the benefit of the Company, its successors

and assigns and you and your estate in the event of your death.

16.The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants RSUs

under the 2011 Plan to employees of the Company and Subsidiaries in its sole discretion. In conjunction with

the Company's grant of the RSUs under the 2011 Plan and its ongoing administration of such awards, the

Company is providing the following information about its data collection, processing and transfer practices

("Personal Data Activities"). In accepting the grant of the RSUs, you expressly and explicitly consent to the

Personal Data Activities as described herein.

(a)The Company collects, processes and uses your personal data, including your name, home

address, email address, and telephone number, date of birth, social insurance number or other identification

number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all RSUs or

any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which

the Company receives from you or your Employer. In granting the RSUs under the 2011 Plan, the Company will

collect your personal data for purposes of allocating Shares and implementing, administering and managing the

2011 Plan. The Company's legal basis for the collection, processing and usage of your personal data is your

consent.

(b)The Company transfers your personal data to the Stock Plan Administrator. In the future,

the Company may select a different Stock Plan Administrator and share your personal data with another

company that serves in a similar manner, including, but not limited to, the Company's outside legal counsel as

well as the Company’s auditor. The Stock Plan Administrator will open an account for you, if an account is not

already in place, to receive and trade Shares acquired under the 2011 Plan You will be asked to agree on

separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your

ability to participate in the 2011 Plan.

(c)The Company and the Stock Plan Administrator are based in the United States. You

should note that your country of residence may have enacted data privacy laws that are different from the

United States. The Company's legal basis for the transfer of your personal data to the United States is your

consent.

(d)Your participation in the 2011 Plan and your grant of consent is purely voluntary. You

may deny or withdraw your consent at any time. If you do not consent, or if you withdraw your consent, you

may be unable to participate in the 2011 Plan. This would not affect your existing employment or salary;

instead, you merely may forfeit the opportunities associated with the 2011 Plan.

(e)You may have a number of rights under the data privacy laws in your country of

residence. For example, your rights may include the right to (i) request access or copies of personal data the

Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place

restrictions on processing, (v) lodge complaints with competent authorities in your country or residence, and/

or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive

Exhibit 10(ii)

clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the

Company's Human Resources Department.

17.The grant of the RSUs is not intended to be a public offering of securities in your country of

residence (and country of employment, if different). The Company has not submitted any registration

statement, prospectus or other filing(s) with the local securities authorities (unless otherwise required under

local law). No employee of the Company is permitted to advise you on whether you should acquire Shares

under the 2011 Plan or provide you with any legal, tax or financial advice with respect to the grant of the RSUs.

The acquisition of Shares involves certain risks, and you should carefully consider all risk factors and tax

considerations relevant to the acquisition of Shares under the 2011 Plan or the disposition of them. Further,

you should carefully review all of the materials related to the RSUs and the 2011 Plan, and you should consult

with your personal legal, tax and financial advisors for professional advice in relation to your personal

circumstances.

18.All questions concerning the construction, validity and interpretation of the RSUs and the 2011

Plan shall be governed and construed according to the laws of the state of Michigan, without regard to the

application of the conflicts of laws provisions thereof. Any disputes regarding the RSUs or the 2011 Plan shall

be brought only in the state or federal courts of the state of Michigan.

19.The Company may, in its sole discretion, decide to deliver any documents related to the RSUs or

other awards granted to you under the 2011 Plan by electronic means. You hereby consent to receive such

documents by electronic delivery and agree to participate in the 2011 Plan through an on-line or electronic

system established and maintained by the Company or a third party designated by the Company.

20.The invalidity or unenforceability of any provision of the 2011 Plan or these Terms and

Conditions shall not affect the validity or enforceability of any other provision of the 2011 Plan or these Terms

and Conditions.

21.If you are resident outside of the United States, you acknowledge and agree that it is your express

intent that these Terms and Conditions, the 2011 Plan and all other documents, notices and legal proceedings

entered into, given or instituted pursuant to the RSUs be drawn up in English. If you have received these Terms

and Conditions, the 2011 Plan or any other documents related to the RSUs translated into a language other

than English and the meaning of the translated version is different than the English version, the English version

will control.

22.You acknowledge that, depending on your or your broker's country of residence or where the

Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect

your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs) or rights linked

to the value of Shares during such times you are considered to have "inside information" regarding the

Company as defined in the laws or regulations in your country of employment (and country of residence, if

different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you

placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the

inside information to any third party (other than on a "need to know" basis) and (ii) "tipping" third parties or

causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under

these laws or regulations are separate from and in addition to any restrictions that may be imposed under any

applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any

restrictions and are advised to speak to your personal advisor on this matter.

23.Notwithstanding any provisions of these Terms and Conditions to the contrary, the RSUs shall be

subject to any special terms and conditions for your country of residence (and country of employment, if

different) set forth in an addendum to these Terms and Conditions (an "Addendum"). Further, if you transfer

your residence and/or employment to another country reflected in an Addendum to these Terms and

Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the

extent the Company determines, in its sole discretion, that the application of such special terms and conditions

is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation

and administration of the award and the 2011 Plan (or the Company may establish alternative terms and

conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any

applicable Addendum shall constitute part of these Terms and Conditions.

24.The Company reserves the right to impose other requirements on the RSUs, any Shares acquired

pursuant to the RSUs and your participation in the 2011 Plan to the extent the Company determines, in its sole

Exhibit 10(ii)

discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and

regulations, or to facilitate the operation and administration of the award and the 2011 Plan. Such

requirements may include (but are not limited to) requiring you to sign any agreements or undertakings

that may be necessary to accomplish the foregoing.

25.This Section 25 applies only to those persons whom the Company's Recoupment Policy

applies (the corporate officers elected by the Company's Board of Directors other than Assistant

Controllers, Assistant Secretaries and Assistant Treasurers). Notwithstanding any other provision of these

Terms and Conditions to the contrary, you acknowledge and agree that your RSUs, any Shares acquired

pursuant thereto and/or any amount received with respect to any sale of such Shares are subject to potential

cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company's

Recoupment Policy as in effect on the date of grant (a copy of which has been furnished to you) and as the

Recoupment Policy may be amended from time to time in order to comply with changes in laws, rules or

regulations that are applicable to such RSUs and Shares. You agree and consent to the Company's application,

implementation and enforcement of (a) the Recoupment Policy and (b) any provision of applicable law relating

to cancellation, recoupment, rescission or payback of compensation and expressly agree that the Company may

take such actions as are necessary to effectuate the Recoupment Policy (as applicable to you) or applicable law

without further consent or action being required by you. For purposes of the foregoing, you expressly and

explicitly authorize the Company to issue instructions, on your behalf, to the Stock Plan Administrator and any

other brokerage firm and/or third party administrator engaged by the Company to hold your Shares and other

amounts acquired under the 2011 Plan to re-convey, transfer or otherwise return such Shares and/or other

amounts to the Company. In the case of a conflict between these Terms and Conditions and the Recoupment

Policy, the terms of the Recoupment Policy shall prevail.

26.This Section 26 applies only to those persons whom the Company's clawback policy

applies. Notwithstanding anything in these Terms and Conditions to the contrary, the RSUs evidenced by these

Terms and Conditions may be subject to (i) recoupment in accordance with or in order to comply with the

terms and provisions of the Company's clawback policy, as may be in effect from time to time (including, but

not limited to, the Mandatory Clawback Policy), to the extent such policies are applicable to you and (ii) any

other compensation recovery policy adopted after the RSUs are granted to facilitate compliance with applicable

law, including in response to the requirements of Section 10D of the Exchange Act, the U.S. Securities and

Exchange Commission’s final rules thereunder, and any applicable listing rules or other rules and regulations

implementing the foregoing.  For purposes of the foregoing, you expressly and explicitly authorize the Company

to issue instructions, on your behalf, to the Stock Plan Administrator and any other brokerage firm and/or

third party administrator engaged by the Company to hold your Shares and other amounts acquired under the

2011 Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

27.By accepting the grant of the RSUs, you acknowledge that you have read these Terms and

Conditions, the Addendum to these Terms and Conditions (as applicable) and the 2011 Plan and

specifically accept and agree to the provisions therein.

***********************

Exhibit 10(ii)

STRYKER CORPORATION

ADDENDUM TO

TERMS AND CONDITIONS

RELATING TO RESTRICTED STOCK UNITS GRANTED

PURSUANT TO THE 2011 PLAN, AS AMENDED AND RESTATED

In addition to the terms of the 2011 Plan and the Terms and Conditions, the RSUs are subject to the following

additional terms and conditions (the "Addendum"). The information reflected in this Addendum is based

on the securities, exchange control and other laws in effect in the respective countries as of November

2025. All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the 2011

Plan and the Terms and Conditions. Pursuant to Section 23 of the Terms and Conditions, if you transfer your

residence and/or employment to another country reflected in an Addendum at the time of transfer, the special

terms and conditions for such country will apply to you to the extent the Company determines, in its sole

discretion, that the application of such terms and conditions is necessary or advisable in order to comply with

local law, rules and regulations, or to facilitate the operation and administration of the award and the 2011 Plan

(or the Company may establish alternative terms and conditions as may be necessary or advisable to

accommodate your transfer).

DATA PRIVACY INFORMATION: EUROPEAN UNION ("EU") / EUROPEAN ECONOMIC AREA ("EEA") /

SWITZERLAND AND THE UNITED KINGDOM*

*The following information is for data privacy purposes only and you should determine whether any other

special terms and conditions apply to your awards in these jurisdictions.

1.Data Privacy. If you reside and/or you are employed in the EU / EEA, Switzerland or the

United Kingdom the following provision replaces Section 16 of the Terms and Conditions:

The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants RSUs under the 2011

Plan to employees of the Company and its Subsidiaries in its sole discretion. You should review the following

information about the Company's data processing practices.

(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you

are hereby notified that the Company collects, processes and uses certain personally identifiable information

about you for the legitimate interest of implementing, administering and managing the 2011 Plan and generally

administering equity awards; specifically, including your name, home address, email address and telephone

number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any

Shares or directorships held in the Company, and details of all options or any other awards granted, canceled,

exercised, vested, or outstanding in your favor, which the Company receives from you or your Employer. In

granting the RSUs under the 2011 Plan, the Company will collect your personal data for purposes of allocating

Shares and implementing, administering and managing the 2011 Plan. The Company's collection, processing,

use and transfer of your personal data is necessary for the performance of the Company's contractual

obligations under the 2011 Plan and pursuant to the Company's legitimate interest of managing and generally

administering employee equity awards. Your refusal to provide personal data would make it impossible for the

Company to perform its contractual obligations and may affect your ability to participate in the 2011 Plan. As

such, by participating in the 2011 Plan, you voluntarily acknowledge the collection, processing and use of your

personal data as described herein.

(b)Stock Plan Administration Service Provider. The Company transfers participant data to

the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator and

share your data with another company that serves in a similar manner, including, but not limited to, the

Company's outside legal counsel as well as the Company’s auditor. The Stock Plan Administrator will open an

account for you, if an account is not already in place, to receive and trade Shares acquired under the 2011 Plan.

You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator,

which is a condition to your ability to participate in the 2011 Plan.

(c)International Data Transfers. The Company and the Stock Plan Administrator are based in

the United States. The Company can only meet its contractual obligations to you if your personal data is

transferred to the United States. The Company's legal basis for the transfer of your personal data to the United

Exhibit 10(ii)

States is to satisfy its contractual obligations to you and/or its use of the standard data protection clauses

adopted by the EU Commission.

(d)Data Retention. The Company will use your personal data only as long as is necessary to

implement, administer and manage your participation in the 2011 Plan or as required to comply with legal or

regulatory obligations, including under tax and security laws. When the Company no longer needs your

personal data, the Company will remove it from its systems. If the Company keeps your data longer, it would be

to satisfy legal or regulatory obligations and the Company's legal basis would be for compliance with relevant

laws or regulations.

(e)Data Subject Rights. You may have a number of rights under data privacy laws in your

country of residence. For example, your rights may include the right to (i) request access or copies of personal

data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place

restrictions on processing, (v) lodge complaints with competent authorities in your country of residence, and/

or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive

clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the

Company's Human Resources Department.

ARGENTINA

1.Securities Law Information. Neither the RSUs nor the underlying Shares offered hereby have

been or will be publicly issued, placed, distributed, offered or registered in the Argentine capital markets, and

as result, have not been and will not be registered with the Argentine Securities Commission (Comisión

Nacional de Valores, "CNV"). Neither this nor any other offering material related to the offering of the RSUs or

the underlying Shares may be utilized in connection with any general offering to the public within Argentina.

Any Argentine resident who acquires the Shares will do so under their own responsibility under the terms of a

private offering to them from outside of Argentina. Under certain circumstances, any Argentine resident who

acquires the Shares may not transfer such Shares to any other person within six (6) months as from its

acquisition date.

2.Nature of Grant.  The following provision supplements Section 13 of the Terms and Conditions:

You acknowledge and agree that the grant of RSUs is made by the Company in its sole discretion and that the

value of the RSUs or any Shares issued upon vesting of the RSUs shall not constitute salary or wages from the

Company or the Employer for any purpose under Argentine labor law, including, but not limited to, the

calculation of (a) any labor benefits including, but not limited to, vacation pay, thirteenth-month salary,

compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (b) any

termination or severance indemnities or similar payments. In addition, you acknowledge and agree that if,

notwithstanding the foregoing, any benefits under the 2011 Plan are considered for purposes of calculating any

termination or severance indemnities under Argentine labor law, such benefits shall not accrue more

frequently than on an annual basis.

3.Language Consent. By accepting the RSUs, you acknowledge that you are proficient in reading

and understanding English and fully understands the terms of the documents related to the RSUs (the Terms

and Conditions, this Addendum and the 2011 Plan), which were provided in the English language. You accept

the terms of these documents accordingly.

Consentimiento lingüístico. Al aceptar las RSU, usted reconoce que domina la lectura y la comprensión del

inglés y comprende plenamente los términos de los documentos relacionados con las RSU (los Términos y

condiciones, este Anexo y el Plan 2011), que se proporcionaron en inglés. Usted acepta los términos de estos

documentos en consecuencia.

AUSTRALIA

1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are (a) a director of a

Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary

incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant

of the RSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the

Corporations Act 2001 (Cth) in Australia.

Exhibit 10(ii)

2.Securities Law Information. This grant of RSUs is being made under Division 1A Part 7.12 of the

Australian Corporations Act 2001 (Cth). If Shares acquired under the 2011 Plan are offered for sale to a person

or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You

should obtain legal advice on any disclosure obligations prior to making any such offer.

3.Tax Notification.  The 2011 Plan is a plan to which Subdivision 83A-C of the Income Tax

Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

4.Exchange Control Information. Exchange control reporting is required for cash transactions

exceeding AUD 10,000 and international fund transfers. The Australian bank assisting with the transaction will

file the report. If there is no Australian bank involved in the transfer, you personally will be required to file the

report. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

AUSTRIA

1.Exchange Control Information. If you hold Shares obtained under the 2011 Plan or cash

(including proceeds from the sale of Shares) outside Austria, you may be required to submit quarterly reports

to the Austrian National Bank. An exemption applies if the value of the Shares held outside Austria of any

quarter does not exceed a certain threshold (currently €5,000,000). The deadline for filing the quarterly report

is the 15th of the month following the end of the respective quarter.  When the Shares are sold, you may be

required to comply with certain exchange control obligations if the cash proceeds from the sale is held outside

Austria, as a separate reporting requirement applies to any non-Austrian cash accounts. If the transaction

volume of all of your cash accounts abroad exceeds a certain threshold (currently €10,000,000), the

movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or

before the 15th day of the following month, on the prescribed forms.  The thresholds described above may be

subject to change. You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

BELGIUM

1.Foreign Asset/Account Reporting Information. Belgian residents are required to report any

security (e.g, Shares acquired under the 2011 Plan) or bank account established outside of Belgium on their

personal annual tax return. In a separate report, Belgian residents also are required to provide a central contact

point of the National Bank of Belgium with the account number of those foreign bank accounts, the name of the

bank with which the accounts were opened and the country in which they were opened in a separate report.

This report, as well as additional information on how to complete it, can be found on the website of the National

Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des credits caption. You should consult

with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may

have in connection with your participation in the 2011 Plan.

2.Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by

Belgian residents through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax

will apply when Shares acquired pursuant to the RSUs are sold. You should consult with a personal tax or

financial advisor for additional details on your obligations with respect to the stock exchange tax.

3.Annual Securities Account Tax. An annual securities accounts tax may be payable if the total

value of securities held in a Belgian or foreign securities account (e.g., Shares acquired under the 2011 Plan)

exceeds a certain threshold on four reference dates within the relevant reporting period (i.e., December 31,

March 31, June 30 and September 30). In such case, the tax will be due on the value of the qualifying securities

held in such account. You should consult with a personal tax or financial advisor for additional details on your

obligations with respect to the annual securities account tax.

BRAZIL

1.Labor Law Acknowledgment. By accepting the RSUs, you acknowledge and agree, for all legal

purposes, that (a) the benefits provided under the Terms and Conditions and the 2011 Plan are the result of

commercial transactions unrelated to your employment; (b) the Terms and Conditions and the 2011 Plan are

not a part of the terms and conditions of your employment; and (c) the income from the RSUs, if any, is not part

of your remuneration from employment.

Exhibit 10(ii)

2.Compliance with Law. By accepting the RSUs, you acknowledge and agree to comply with

applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs, the

issuance and/or sale of Shares acquired under the 2011 Plan and the receipt of any dividends.

3.Exchange Control Information. If you are resident or domiciled in Brazil, you will be required to

submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the

aggregate value of such assets and rights is greater than USD1 million as of December 31 of each year. If the

aggregate value exceeds USD100 million as of the end of each quarter, a declaration must be submitted

quarterly. Assets and rights that must be reported include Shares acquired under the 2011 Plan. You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange

obligations you may have in connection with your participation in the 2011 Plan.

4.Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of

Shares) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to

the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial

Transactions arising from your participation in the 2011 Plan. You should consult with your personal tax

advisor for additional details.

CANADA

1.Settlement in Shares. Notwithstanding anything to the contrary in the Terms and Conditions or

the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).

2.Termination of Employment. The following supplements Section 2(b) of the Terms and

Conditions as well as any other section required to give effect to the same:

Except as explicitly and minimally required under applicable legislation, in the event of your termination of

employment for any reason (other than by reason of death, Disability or Retirement), either by you or by the

Employer, with or without cause, your rights to vest or to continue to vest in the RSUs and receive Shares under

the 2011 Plan, if any, will terminate as of the actual Termination Date. For this purpose, the "Termination

Date" shall mean the last day on which you are actively employed by the Employer, and shall not include or be

extended by any period following such day during which you are in receipt of or eligible to receive any notice of

termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether

arising under statute, contract or at common law.  Notwithstanding the foregoing, if applicable employment

standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your

right to vest in the RSUs under the 2011 Plan, if any, will terminate effective as of the last day of your minimum

statutory notice period, but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the

end of your statutory notice period, nor will you be entitled to any compensation for lost vesting.

3.Foreign Asset/Account Reporting Information. Specified foreign property, including the RSUs,

Shares acquired under the 2011 Plan, and other rights to receive shares of a non-Canadian company held by a

Canadian resident generally must be reported annually on a Form T1135 (Foreign Income Verification

Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year.

Thus, the unvested portion of the RSUs must be reported – generally at a nil cost – if the C$100,000 cost

threshold is exceeded because you holds other specified foreign property. When Shares are acquired, their cost

generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily will equal the fair market value of

the Shares at the time of acquisition, but if you owns other Shares, the ACB may need to be averaged with the

ACB of the other Shares. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(ii)

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

CHILE

1.Private Placement. The following provision shall replace Section 17 of the Terms

and Conditions:

The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is

intended to be a private placement.

(a)The starting date of the offer will be the grant date, and this offer conforms to General

Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");

(b)The offer deals with securities not registered in the registry of securities or in the

registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight;

(c)The Company, as the issuer, is not obligated to provide public information in Chile

regarding the foreign securities, as such securities are not registered with the CMF; and

(d)The Shares, as foreign securities, shall not be subject to public offering as long as they are

not registered with the corresponding registry of securities in Chile.

(a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la

norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");

(b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores

extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;

(c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de

entregar en chile información pública respecto de esos valores; y

(d)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro

de valores correspondiente.

2.Exchange Control Information. If your aggregate investments held outside of Chile (including the

value of Shares acquired under the 2011 Plan) are equal to or greater than USD5,000,000, you must provide

the Central Bank with updated information accumulated for a three-month period within 45 calendar days of

March 31, June 30 and September 30 and within 60 calendar days of December 31. Annex 3.1 of Chapter XII of

the Foreign Exchange Regulations Manual must be used to file this report. You are not required to

repatriate funds obtained from the sale of Shares or the receipt of any dividends to Chile. However, if you

decide to repatriate such funds, you must do so through the Formal Exchange Market if the funds exceed

USD10,000. In such case, you must report the payment to a commercial bank or the registered foreign

exchange office receiving the funds. If you do not repatriate the funds and instead use such funds for the

payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations,

you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it

directly with the Central Bank within the first 10 days of the month immediately following the transaction.

You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange

obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(ii)

3.Foreign Asset/Account Reporting Information. The Chilean Internal Revenue Service (“CIRS”)

requires all taxpayers to provide information annually regarding: (a) any taxes paid abroad which they will use

as a credit against Chilean income taxes, and (b) the results of foreign investments. These annual reporting

obligations must be complied with by submitting a sworn statement setting forth this information before July 1

of each year. The sworn statement disclosing this information (or Formularios) must be submitted

electronically through the CIRS website, www.sii.cl, using Form 1929. You should consult with your personal

advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection

with your participation in the 2011 Plan.

CHINA

1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic of

China ("PRC") national, the grant of the RSUs is conditioned upon the Company securing all necessary

approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and

the participation of PRC nationals employed by your Employer, as determined by the Company in its sole

discretion.

2.Sale of Shares. Notwithstanding anything to the contrary in the 2011 Plan, upon any termination

of employment with your Employer, you shall be required to sell all Shares acquired under the 2011 Plan

within such time period as may be established by the PRC State Administration of Foreign

Exchange.

3.Exchange Control Restrictions. You acknowledge and agree that you will be required immediately

to repatriate to the PRC the proceeds from the sale of any Shares acquired under the 2011 Plan, as well as any

other cash amounts attributable to the Shares acquired under the 2011 Plan (collectively, "Cash Proceeds").

Further, you acknowledge and agree that the repatriation of the Cash Proceeds must be effected through a

special bank account established by your Employer, the Company or one of its Subsidiaries, and you hereby

consent and agree that the Cash Proceeds may be transferred to such account by the Company on your behalf

prior to being delivered to you. The Cash Proceeds may be paid to you in U.S. dollars or local currency at the

Company's discretion. If the Cash Proceeds are paid to you in U.S. dollars, you understand that a U.S. dollar bank

account must be established and maintained in China so that the proceeds may be deposited into such account.

Additionally, if the Company changes its Stock Plan Administrator, you acknowledge and agree that the

Company may transfer any Shares issued under the 2011 Plan to the new designated Stock Plan Administrator

if necessary for legal or administrative reasons. You agree to sign any documentation necessary to facilitate the

transfer. If the Cash Proceeds are paid to you in local currency, you acknowledge and agree that the Company is

under no obligation to secure any particular exchange conversion rate and that the Company may face delays in

converting the Cash Proceeds to local currency due to exchange control restrictions. You agree to bear any

currency fluctuation risk between the time the Shares are sold and the Cash Proceeds are converted into local

currency and distributed to you. You further agree to comply with any other requirements that may be imposed

by your Employer, the Company and its Subsidiaries in the future in order to facilitate compliance with

exchange control requirements in the PRC.

COLOMBIA

1.Nature of Grant. In addition to the provisions of Section 13 of the Terms and Conditions you

acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the 2011 Plan and related benefits do

not constitute a component of your "salary" for any legal purpose. Therefore, they will not be included and/or

considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations,

indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be

payable.

2.Securities Law Information. The Shares subject to the RSUs are not and will not be registered in

the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the

Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the

making of a public offer of securities in Colombia.

3.Exchange Control Information. Investments in assets located outside Colombia (including

Shares) are subject to registration with the Central Bank (Banco de la República), as foreign investments held

abroad, regardless of value. In addition, all payments related to the liquidation of such investments must be

transferred through the Colombian foreign exchange market (e.g. local banks), which includes the obligation of

correctly completing and filing the appropriate foreign exchange form (declaración de cambio). You should

Exhibit 10(ii)

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations

you may have in connection with your participation in the 2011 Plan.

4.Foreign Asset/Account Reporting Information. An annual informative return must be filed with

the Colombian Tax Office detailing any assets held abroad (including the Shares acquired under the 2011 Plan).

If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its

nature and its value) and the jurisdiction in which it is located must be disclosed. You acknowledge that you

personally are responsible for complying with this tax reporting requirement. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

COSTA RICA

No country specific provisions.

DENMARK

1.Treatment of RSUs upon Termination of Employment. Notwithstanding any provision in the

Terms and Conditions or the 2011 Plan to the contrary, unless you are a member of registered management

who is not considered a salaried employee, the treatment of the RSUs upon a termination of employment which

is not a result of death shall be governed by Sections 4 and 5 of the Danish Act on Stock Option in Employment

Relations (the "Act"). You acknowledge any grant of RSUs under the 2011 Plan is subject to the rules of such

amended Act. However, if the provisions in the Terms and Conditions or the 2011 Plan governing the treatment

of the RSUs upon a termination of employment are more favorable, then the provisions of the Terms and

Conditions or the 2011 Plan will govern, as set forth in the Employer Statement, included as Exhibit A to this

Addendum, and which is being provided to comply with the Act.

2.Foreign Asset/Account Reporting Information. Danish residents who establish an account

holding Shares or an account holding cash outside Denmark must report the account to the Danish Tax

Administration as part of their annual tax return under the section related to foreign affairs and income. The

form which should be used in this respect can be obtained from a local bank. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

FINLAND

1.Withholding of Tax-Related Items. Notwithstanding anything in Section 6 of the Terms and

Conditions to the contrary, if you are a local national of Finland, any Tax-Related Items shall be withheld only in

cash from your regular salary/wages or other amounts payable to you in cash or such other withholding

methods as may be permitted under the 2011 Plan and allowed under local law.

2.Foreign Asset/Account Reporting Information. Finland has not adopted any specific reporting

requirements with respect to foreign assets/accounts. However, you should check your pre-completed tax

return to confirm that the ownership of Shares and other securities (foreign or domestic) are correctly

reported. If you find any errors or omissions, you must make the necessary corrections electronically or by

sending specific paper forms to the local tax authorities. You should consult with your personal advisor(s)

regarding any personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

FRANCE

1.Non-Qualified Nature of RSUs. The Award granted pursuant to the Terms and Conditions is not

intended to be “French-qualified” and is ineligible for specific tax and/or social security treatment in France

under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial

Code, as amended.

2.Exchange Control Information. The value of any cash or securities imported to or exported from

France without the use of a financial institution must be reported to the customs and excise authorities when

the value of such cash or securities is equal to or greater than a certain amount (currently €10,000). You

should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(ii)

3.Foreign Asset/Account Reporting Information. French residents must report annually any shares

and bank accounts held outside France, including the accounts that were opened, used and/or closed during the

tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with your

personal income tax return. Failure to report triggers a significant penalty. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

4.Use of English Language. By accepting your RSUs, you acknowledge and agree that it is your wish

that the Terms and Conditions, this Addendum, as well as all other documents, notices and legal proceedings

entered into, given or instituted pursuant to your RSUs, either directly or indirectly, be drawn up in English.

Langue anglaise. En acceptant l'allocation de vos RSUs, vous reconnaissez et acceptez avoir

souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres documents exécutés,

avis donnés et procédures judiciaires intentées, relatifs, directement ou indirectement, à l'allocation de

vos RSUs, soient rédigés en anglais.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

GERMANY

1.Exchange Control Information. Cross-border payments in excess of a certain amount (currently

€50,000)(the “Threshold”) in connection with the 2011 Plan (e.g., proceeds from the sale of Shares acquired

under the 2011 Plan) and/or if the Company withholds or sells Shares with a value in excess of the Threshold

for any Tax-Related Items, must be reported to the German Federal Bank (Bundesbank) by the fifth day of the

month following the month in which the payment is received or made. If you acquire Shares with a value in

excess of the Threshold, the Employer will report the acquisition of such Shares to the German Federal Bank. If

you otherwise make or receive a payment in excess of the Threshold, you personally must report the payment

to the Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal

Statistik”) available via the Bundesbank’s website (www.bundesbank.de). You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. German residents must notify their local tax office

of the acquisition of Shares when they file their personal income tax returns for the relevant year if the value of

the Shares acquired exceeds €150,000 or in the unlikely event that the resident holds Shares exceeding 10% of

the Company’s total Shares outstanding. However, if the Shares are listed on a recognized U.S. stock exchange

and you own less than 1% of the total Shares, this requirement will not apply even if Shares with a value

exceeding €150,000 are acquired. You should consult with your personal advisor(s) regarding any personal

foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011

Plan.

HONG KONG

1.Important Notice. Warning: The contents of the Terms and Conditions, this Addendum, the 2011

Plan, and all other materials pertaining to the RSUs and/or the 2011 Plan have not been reviewed by any

regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer

thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain

independent professional advice.

Exhibit 10(ii)

2.Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6) months of the

grant date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-month

anniversary of the grant date.

3.Settlement in Shares. Notwithstanding anything to the contrary in this Addendum, the Terms and

Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).

4.Nature of the 2011 Plan. The Company specifically intends that the 2011 Plan will not be treated

as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance

("ORSO"). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the 2011

Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the RSUs shall be

null and void.

INDIA

1.Exchange Control Information. Any funds realized in connection with the 2011 Plan (e.g.,

proceeds from the sale of Shares and cash dividends paid on the Shares) must be repatriated to India within a

specified period of time after receipt as prescribed under Indian exchange control laws.  You are personally

responsible for obtaining a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the

foreign currency and holding the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of

India or your Employer requests proof of repatriation.  You are personally responsible for complying with

exchange control laws in India, and neither the Company nor your Employer will be liable for any fines or

penalties resulting from your failure to comply with applicable laws.  You should consult with your personal

advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection

with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You are required to declare your foreign bank

accounts and any foreign financial assets (including Shares acquired under the 2011 Plan held outside India) in

your annual tax return. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.

IRELAND

1.Director Notification Obligations. If you are a director, shadow director or secretary of an Irish

subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital, you

are required to notify such Irish subsidiary in writing within a certain time period. upon the acquisition of RSUs

or any Shares issued pursuant to RSUs. This notification requirement also applies with respect to the interests

in the Company of your spouse or children under the age of 18 (whose interests will be attributed to you in

your capacity as a director, shadow director or secretary of the Irish subsidiary).

ISRAEL

1.Tax Information. The Company obtained a tax ruling from the Israeli Tax Authority (“ITA”) on 30

April 2024 which determined that the taxable event for the RSUs granted to employees in Israel will be upon

the vesting of the RSUs and the issuance of the Shares (the “Tax Ruling”). You may review a copy of the Tax

Ruling by contacting stockplanadministration@stryker.com. By accepting the RSUs, you acknowledge and

declare that you are aware of the Tax Ruling specifying that the RSUs will be subject to income tax and social

insurance contributions at vesting/settlement of the RSUs and at which time tax withholding will be required.

The payment of any tax due upon sale of any Shares is your personal liability. Furthermore, the Tax Ruling

determined that if you choose not to sell the Shares acquired upon vesting/settlement of the RSUs immediately

following issuance of such Shares, you will have to transfer your Shares, within 10 calendar days of the date

such Shares are deposited into your brokerage account with the Stock Plan Administrator, to a personal

brokerage account in Israel. Pursuant to the Tax Ruling, you are not permitted to hold the Shares in your

brokerage account with the Stock Plan Administrator. Notwithstanding the aforesaid, you acknowledge and

declare that you are aware, accept and will have no claims or arguments towards the Company if it applies for

and/or will apply for any other or additional tax rulings with the ITA with respect to the Israeli tax treatment of

the RSUs, including the RSUs that were granted and/or the RSUs that may be granted in the future, or if it

decides not to do so.

Exhibit 10(ii)

2.Securities Law Information. The grant of the RSUs pursuant to the 2011 Plan does not constitute

a public offering under the Securities Law, 1968.

ITALY

1.Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal

year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are

required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during

which the assets are held, or on a special form if no tax return is due. These reporting obligations will also

apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money

laundering provisions. You should consult with your personal advisor(s) regarding any personal foreign asset/

foreign account tax obligations you may have in connection with your participation in the 2011 Plan.

2.Foreign Asset Tax. The value of any Shares (and other financial assets) held outside Italy by

individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be the fair

market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The value of financial

assets held abroad must be reported in Form RM of the annual return. You should consult your personal tax

advisor for additional information on the foreign asset tax.

JAPAN

1.Exchange Control Information. If you acquire Shares valued at more than ¥100,000,000 in a

single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank

of Japan within 20 days of the purchase of the Shares. You should consult with your personal advisor(s)

regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You will be required to report details of any

assets held outside Japan as of December 31st to the extent such assets have a total net fair market value

exceeding ¥50,000,000. This report is due by March 15 each year. You should consult with your personal

advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection

with your participation in the 2011 Plan.

MEXICO

1.Commercial Relationship. You expressly recognize that your participation in the 2011 Plan and

the Company's grant of the RSUs does not constitute an employment relationship between you and the

Company. You have been granted the RSUs as a consequence of the commercial relationship between the

Company and the Subsidiary in Mexico that employs you, and the Company's Subsidiary in Mexico is your sole

employer. Based on the foregoing, (a) you expressly recognize the 2011 Plan and the benefits you may derive

from your participation in the 2011 Plan do not establish any rights between you and the Company's Subsidiary

in Mexico that employs you, (b) the 2011 Plan and the benefits you may derive from your participation in the

2011 Plan are not part of the employment conditions and/or benefits provided by the Company's Subsidiary in

Mexico that employs you, and (c) any modification or amendment of the 2011 Plan by the Company, or a

termination of the 2011 Plan by the Company, shall not constitute a change or impairment of the terms and

conditions of your employment with the Company's Subsidiary in Mexico that employs you.

2.Securities Law Information. You expressly recognize and acknowledge that the Company's grant

of RSUs and the underlying Shares under the 2011 Plan have not been registered with the National Register of

Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or

sold publicly in Mexico. In addition, the 2011 Plan, the Terms and Conditions and any other document relating

to the RSUs may not be publicly distributed in Mexico. These materials are addressed to you only because of

your existing relationship with the Company and these materials should not be reproduced or copied in any

form. The offer contained in these materials does not constitute a public offering of securities but rather

constitutes a private placement of securities addressed specifically to individuals who are present employees of

the Employer in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any

rights under such offering shall not be assigned or transferred.

3.Extraordinary Item of Compensation. You expressly recognize and acknowledge that your

participation in the 2011 Plan is a result of the discretionary and unilateral decision of the Company, as well as

your free and voluntary decision to participate in the 2011 Plan in accord with the terms and conditions of the

Exhibit 10(ii)

2011 Plan, the Terms and Conditions, and this Addendum. As such, you acknowledge and agree that the

Company may, in its sole discretion, amend and/or discontinue your participation in the 2011 Plan at any time

and without any liability. The value of the RSUs is an extraordinary item of compensation outside the scope of

your employment contract, if any. The RSUs are not part of your regular or expected compensation for

purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service

awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of the

Company's Subsidiary in Mexico that employs you.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

NETHERLANDS

1.Waiver of Termination Rights. As a condition to the grant of the RSUs, you hereby waive any and

all rights to compensation or damages as a result of the termination of your employment with the Company and

your Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or

diminution in value of such rights or entitlements under the 2011 Plan, or (b) you ceasing to have rights under

or ceasing to be entitled to any awards under the 2011 Plan as a result of such termination.

2.Tax Deferral Upon Retirement. Unless you otherwise elect by contacting Stryker no later than

April 30, 2026, you hereby agree that upon Retirement eligibility, the RSUs shall not become taxable until the

date of settlement when Shares are actually delivered or otherwise made available.

NEW ZEALAND

1.WARNING. You are being offered RSUs to be settled in the form of shares of Stryker Corporation

common stock. If the Company runs into financial difficulties and is wound up, you may lose some or all your

investment. New Zealand law normally requires people who offer financial products to give information to

investors before they invest. This requires those offering financial products to have disclosed information that

is important for investors to make an informed decision. The usual rules do not apply to this offer because it is

an offer made under the Employee Share Scheme exemption. As a result, you may not be given all the

information usually required.  You will also have fewer other legal protections for this investment. You should

ask questions, read all documents carefully, and seek independent financial advice before accepting the offer.

The Company's Shares are currently traded on the New York Stock Exchange under the ticker symbol "SYK"

and Shares acquired under the 2011 Plan may be sold through this exchange. You may end up selling the Shares

at a price that is lower than the value of the Shares when you acquired them. The price will depend on the

demand for the Company's Shares. The Company's most recent annual report (which includes the Company's

financial statements) is available at https://investors.stryker.com/financial-information/annual-reports/

default.aspx. You are entitled to receive a copy of this report, free of charge, upon written request to the Company

at STOCKPLANADMINISTRATION@STRYKER.COM.

POLAND

1.Exchange Control Information. If you maintain bank or brokerage accounts holding cash and

foreign securities (including Shares) outside of Poland, you will be required to report information to the

National Bank of Poland on transactions and balances in such accounts if the value of such cash and securities

exceeds PLN 7 million. If required, such reports must be filed on special forms available on the website of the

National Bank of Poland. Further, any transfer of funds in excess of a certain threshold (generally, €15,000)

into or out of Poland must be effected through a bank account in Poland. Finally, you are required to store all

Exhibit 10(ii)

documents connected with any foreign exchange transactions that you engage in for a period of five years, as

measured from the end of the year in which such transaction occurred. You should consult with your personal

advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection

with your participation in the 2011 Plan.

PORTUGAL

No country specific provisions.

PUERTO RICO

No country specific provisions.

ROMANIA

1.Exchange Control Information. You are not required to seek special authorization from the

National Bank of Romania in order to open or maintain a foreign bank account. However, if you remit foreign

currency into Romania (e.g., proceeds from the sale of Shares), you may be required to provide the Romanian

bank through which the foreign currency is transferred with appropriate documentation. You should consult

with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may

have in connection with your participation in the 2011 Plan.

RUSSIA

1.IMPORTANT EMPLOYEE NOTIFICATION. You may be required to repatriate certain cash amounts

received with respect to the RSUs to Russia as soon as you intend to use those cash amounts for any purpose,

including reinvestment. If the repatriation requirement applies, such funds must initially be credited to you

through a foreign currency account at an authorized bank in Russia. After the funds are initially received in

Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Under

the Directive N 5371-U of the Russian Central Bank (the "CBR"), the repatriation requirement may not apply in

certain cases with respect to cash amounts received in an account that is considered by the CBR to be a foreign

brokerage account. Statutory exceptions to the repatriation requirement also may apply. You should contact

your personal advisor to ensure compliance with the applicable exchange control requirements prior to vesting in

the RSUs and/or selling the Shares acquired pursuant to the RSUs.

2.SECURITIES LAW NOTIFICATION. The grant of RSUs and the issuance of Shares upon vesting are

not intended to be an offering of securities with the Russian Federation, and the Terms and Conditions, the

2011 Plan, this Addendum and all other materials that you receive in connection with the grant of RSUs and

your participation in the 2011 Plan (collectively, "Grant Materials") do not constitute advertising or a

solicitation within the Russian Federation. In connection with your grant of RSUs, the Company has not

submitted any registration statement, prospectus or other filing with the Russian Federal Bank or any other

governmental or regulatory body within the Russian Federation, and the Grant Materials expressly may not be

used, directly or indirectly, for the purpose of making a securities offering or public circulation of Shares within

the Russian Federation. Any Shares acquired under the 2011 Plan will be maintained on your behalf outside of

Russia. Moreover, you will not be permitted to sell or otherwise alienate any Shares directly to other Russian

legal entities or individuals.

3.EXCHANGE CONTROL NOTIFICATION. You are solely responsible for complying with applicable

Russian exchange control regulations. Since the exchange control regulations change frequently and without

notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan to

ensure compliance with current regulations. As noted, it is your personal responsibility to comply with Russian

exchange control laws, and neither the Company nor any Subsidiary will be liable for any fines or penalties

resulting from failure to comply with applicable laws.

4.ANTI-CORRUPTION NOTIFICATION. Anti-corruption laws prohibit certain public servants, their

spouses and their dependent children from owning any foreign source financial instruments (e.g., shares of

foreign companies such as the Company). Accordingly, you should inform the Company if you are covered by

these laws as this relates to your acquisition of Shares under the 2011 Plan.

Exhibit 10(ii)

SAUDI ARABIA

1.Securities Law Information. The Terms and Conditions and any other documents addressing the

RSUs may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the

Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.  The Capital

Market Authority does not make any representation as to the accuracy or completeness of this document, and

expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of

this document.  You should conduct your own due diligence on the accuracy of the information relating to the

RSUs and the underlying Shares. If you do not understand the contents of this document, you should consult an

authorized financial adviser.

SINGAPORE

1.Qualifying Person Exemption. The following provision shall replace Section 16 of the Terms and

Conditions:

The grant of the RSUs under the 2011 Plan is being made pursuant to the "Qualifying Person" exemption" under

section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). The 2011 Plan has not been

lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that, as a

result, the RSUs are subject to section 257 of the SFA and you will not be able to make (a) any subsequent sale

of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the RSUs in

Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision

(4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

2.Director Reporting Notification. If you are a director, associate director or shadow director of a

Singapore company, you are subject to certain notification requirements under the Singapore Companies Act.

Among these requirements is an obligation to notify the Singapore company in writing when you receive an

interest (e.g., RSUs or Shares) in the Company or any related company. In addition, you must notify the

Singapore company when you sell Shares (including when you sell Shares acquired at vesting of the RSUs).

These notifications must be made within two business days of acquiring or disposing of any interest in the

Company or any related company. In addition, a notification must be made of your interests in the Company or

any related company within two business days of becoming a director.

3.Insider Trading Notice. You acknowledge that you should be aware of the Singapore insider-

trading rules, which may impact your ability to acquire or dispose of Shares. Under the Singapore insider-

trading rules, you are prohibited from selling Shares when you are in possession of information concerning the

Company which is not generally available and which you know or should know will have a material effect on

the price of such Shares once such information is generally available.

SOUTH AFRICA

1.Withholding Taxes. In addition to the provisions of Section 6 of the Terms and Conditions, you

agree to notify your Employer in South Africa of the amount of any gain realized upon vesting of the RSUs. If you

fail to advise your Employer of the gain realized upon vesting of the RSUs, you may be liable for a fine. You will

be responsible for paying any difference between the actual tax liability and the amount withheld.

2.Exchange Control Obligations. You are solely responsible for complying with applicable exchange

control regulations and rulings (the "Exchange Control Regulations") in South Africa. As the Exchange Control

Regulations change frequently and without notice, you should consult your legal advisor prior to the

acquisition or sale of Shares under the 2011 Plan to ensure compliance with current Exchange Control

Regulations. Neither the Company nor any of its Subsidiaries will be liable for any fines or penalties resulting

from your failure to comply with applicable laws. You should consult with your personal advisor(s) regarding

any personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

3.Securities Law Information and Deemed Acceptance of RSUs. Neither the RSUs nor the underlying

Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be

private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African

governmental authority. Pursuant to Section 96 of the Companies Act, the RSU offer must be finalized on or

before the 60th day following the grant date. If you do not want to accept the RSUs, you are required to decline

Exhibit 10(ii)

the RSUs no later than the 60th day following the grant date. If you do not reject the RSUs on or before the 60th

day following the grant date, you will be deemed to accept the RSUs.

SOUTH KOREA

1.Exchange Control Information. Korean residents who sell Shares acquired under the 2011 Plan

and/or receive cash dividends on the Shares may have to file a report with a Korean foreign exchange bank,

provided the proceeds are in excess of USD5,000 (per transaction) and deposited into a non-Korean bank

account. A report may not be required if proceeds are deposited into a non-Korean brokerage account. It is your

responsibility to ensure compliance with any applicable exchange control reporting obligations.  You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations

you may have in connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. Korean residents must declare all foreign

financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and file a

report with respect to such accounts in June of the following year if the monthly balance of such accounts

exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date during a

calendar year. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign

account tax obligations you may have in connection with your participation in the 2011 Plan.

SPAIN

1.Acknowledgement of Discretionary Nature of the 2011 Plan; No Vested Rights. In accepting the

RSUs, you acknowledge that you consent to participation in the 2011 Plan and have received a copy of the 2011

Plan. You understand that the Company has unilaterally, gratuitously and in its sole discretion granted RSUs

under the 2011 Plan to individuals who may be employees of the Company or its Subsidiaries throughout the

world. The decision is a limited decision that is entered into upon the express assumption and condition that

any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis.

Consequently, you understand that the RSUs are granted on the assumption and condition that the RSUs and

the Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with

the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any

purposes (including severance compensation) or any other right whatsoever. In addition, you understand that

this grant would not be made to you but for the assumptions and conditions referenced above. Thus, you

acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the

conditions not be met for any reason, the RSUs shall be null and void.  You understand and agree that, as a

condition of the grant of the RSUs, any unvested RSUs as of the date you cease active employment will be

forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the

termination of employment by reason of, but not limited to, (i) material modification of the terms of

employment under Article 41 of the Workers' Statute or (ii) relocation under Article 40 of the Workers' Statute.

You acknowledge that you have read and specifically accept the conditions referred to in the Terms and

Conditions regarding the impact of a termination of employment on your RSUs.

2.Exchange Control Information. If you hold 10% or more of the Share capital of the Company or

such other amount that would entitle you to join the Company's board of directors, the acquisition, ownership

and disposition of such Shares must be declared for statistical purposes to the Spanish Dirección General de

Comercio e Inversiones (the Bureau for Commerce and Investments), which is a department of the Ministry of

Economy and Competitiveness. The declaration (via Form 6) must be made in January for Shares acquired or

disposed of during the prior calendar year and/or for Shares owned as of December 31 of the prior calendar

year; provided, if the value of the Shares acquired or sold exceeds €1,502,530, the declaration must be filed

within one month of the acquisition or disposition of the Shares, as applicable. You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

3.Foreign Asset/Account Reporting Information. To the extent you hold rights or assets (e.g., cash

or the Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type

of right or asset as of December 31 each year (or at any time during the year in which you sell or dispose of

such right or asset), you are required to report information on such rights and assets on your tax return for

such year. After such rights or assets are initially reported, the reporting obligation will only apply for

subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 per

type of right or asset as of each subsequent December 31, or if you sell Shares or cancel bank accounts that

Exhibit 10(ii)

were previously reported. Failure to comply with this reporting requirement may result in penalties to the

Spanish residents. In addition, you may be required to electronically declare to the Bank of Spain any foreign

accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired

under the 2011 Plan), and any transactions with non-Spanish residents (including any payments of Shares

made pursuant to the 2011 Plan), depending on the balances in such accounts together with the value of such

instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents

during the relevant year. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

SWITZERLAND

1.Securities Law Information. Neither this document nor any other materials relating to the RSUs

(a) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services

("FinSA") (b) may be publicly distributed or otherwise made publicly available in Switzerland to any person

other than an employee of the Company or (c) has been or will be filed with, approved or supervised by any

Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss

Financial Market Supervisory Authority ("FINMA").

TAIWAN

1.Securities Law Notice. The offer of participation in the 2011 Plan is available only for employees

of the Company and its Subsidiaries. The offer of participation in the 2011 Plan is not a public offer of securities

by a Taiwanese company.

2.Exchange Control Information. You may acquire and remit foreign currency (including proceeds

from the sale of Shares acquired under the 2011 Plan) into Taiwan up to USD10,000,000 per year without

justification. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a

Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the

remitting bank. You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

THAILAND

1.Exchange Control Information. If you receive proceeds from the sale of Shares or cash dividends

in relation to the Shares in excess of USD1,000,000 in a single transaction, you must immediately repatriate the

funds to Thailand (or utilize such funds offshore for permissible purposes) and convert the funds to Thai Baht

within 360 days of repatriation or deposit the funds in an authorized foreign exchange account in Thailand.

You are also required to provide details of the transaction (i.e., identification information and purpose of the

transaction) to the receiving bank. If you do not repatriate such funds and utilizes them offshore for

permissible purposes (i.e., purposes not listed in the negative list prescribed by the Bank of Thailand), you

must obtain a waiver of the repatriation requirement from a commercial bank in Thailand by submitting an

application and supporting documents evidencing that such funds will be utilized offshore for permissible

purposes. You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(ii)

TÜRKIYE

1.Securities Law Information. Under Turkish law, you are not permitted to sell any Shares acquired

under the 2011 Plan within Turkey. The Shares are currently traded on the New York Stock Exchange, which is

located outside of Turkey, under the ticker symbol "SYK" and the Shares may be sold through this exchange.

2.Financial Intermediary Obligation. You acknowledge that any activity related to investments in

foreign securities (e.g., the sale of Shares) should be conducted through a bank or financial intermediary

institution licensed by the Turkey Capital Markets Board and should be reported to the Turkish Capital Markets

Board. You solely are responsible for complying with this requirement and should consult with a personal legal

advisor for further information regarding any obligations in this respect.

UNITED ARAB EMIRATES

1.Securities Law Information. The offer of the RSUs is available only for select Employees of the

Company and its Subsidiaries and is in the nature of providing incentives in the United Arab Emirates. The 2011

Plan and the Terms and Conditions are intended for distribution only to such individuals and must not be

delivered to, or relied on by any other person.

Prospective purchasers of securities should conduct their own due diligence.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any

documents in connection with this statement, including the 2011 Plan and the Terms and Conditions, or any

other incidental communication materials distributed in connection with the RSUs. Further, neither the

Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor

taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab

Emirates who have any questions regarding the contents of the 2011 Plan and the Terms and Conditions should

obtain independent advice.

UNITED KINGDOM

1.Income Tax and Social Insurance Contribution Withholding. The following

provision shall supplement Section 6 of the Terms and Conditions:

Without limitation to Section 6 of the Terms and Conditions, you agree that you are liable for all Tax-

Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company,

your Employer or by HM Revenue and Customs ("HMRC") (or any other tax authority or any other relevant

authority). You also agree to indemnify and keep indemnified the Company and your Employer against any Tax-

Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or

any other tax authority or any other relevant authority).

2.Exclusion of Claim. You acknowledge and agree that you will have no entitlement to

compensation or damages in consequence of the termination of your employment with the Company and your

Employer for any reason whatsoever and whether or not in breach of contract, insofar as any purported claim

to such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in the

RSUs as a result of such termination of employment (whether the termination is in breach of contract or

otherwise), or from the loss or diminution in value of the RSUs. Upon the grant of the RSUs, you shall be

deemed irrevocably to have waived any such entitlement.

****************************

Exhibit 10(ii)

EXHIBIT A

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

EMPLOYER INFORMATION STATEMENT – DENMARK

RESTRICTED STOCK UNIT GRANT

Pursuant to section 3(1) of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in

Employment Relationships (the "Stock Option Act"), Stryker Corporation (the “Company”) is providing

you with the following information regarding the Company’s restricted stock unit ("RSU") grant in a

separate written statement. This statement contains only the information mentioned in the Stock Option

Act; the other terms and conditions of your RSU grant are described in detail in the Stryker Corporation

2011 Long-Term Incentive Plan, as Amended and Restated  (the "2011 Plan"), the Terms and Conditions

Related to Restricted Stock Units Granted Pursuant to the 2011 Long-Term Incentive Plan (the “RSU

Agreement”) and the CEO Award Letter for the RSU grant, all of which have been provided to you.

IMPORTANT NOTE: The Stock Option Act only applies to RSUs granted under the 2011 Plan to

employees of the Company and its Subsidiaries, and does not apply to individuals, including managers,

who are not regarded as "employees" as defined under the Stock Option Act. If you are not an employee

of the Company or one of its Subsidiaries within the meaning of the Stock Option Act, this Employer

Information Statement shall not apply to you, you may not rely upon any of the information contained

herein and the provisions described herein shall be void and ineffective.

1.Date of Grant

The Grant Date of the RSU is the date that the Compensation and Human Capital Committee of the

Board of Directors (the “Committee”) approved a grant for you and determined it would be

effective.

2.Terms and Conditions of the Grant

The grant of RSU is made at the sole discretion of the Committee.  In its assessment, the

Committee has considered a number of factors in granting the RSUs to you, including (but not

limited to) the Company’s latest annual results, your personal performance and your value for the

future growth, development and operation of the Company.  Notwithstanding your personal

performance and the development of the Company, the Company may decide, in its sole

discretion, not to grant an RSU to you in the future.  Under the terms of the Plan and the

Agreement, you have no entitlement or claim to receive future RSU grants.

3.Vesting Dates and Exercise Period

Your RSU shall vest over a period of time (“vesting period”), provided you remain employed by or

in the service of the Company or a Subsidiary and any performance or other vesting conditions

set forth in the Plan and the Agreements are satisfied, unless the RSU are vested or terminated

earlier for the reasons set forth in the Plan and the Agreements and subject to Section 5 of this

statement.

4.Exercise Price

For RSUs, you pay no monetary consideration to receive the RSU nor do you pay any price to

receive the shares of the Company’s common stock issued upon vesting.

Exhibit 10(ii)

5.Your Rights upon Termination

The treatment of your RSU awards upon termination of your employment will be determined in

accordance with the following unless the terms contained in the Agreement and in the 2011 Plan

are more favorable to you.

Your RSU will survive and will not be forfeited if your employment is terminated by your

employer for any reason other than your breach of contract (as determined under Danish law) or

summary dismissal. This means that you may be entitled to continue to vest in the award as if you

were still an employee in accordance with your Agreement and the 2011 Plan. Also, you may be

entitled to receive an additional RSU grant, proportionate to the length of your employment in the

accounting year in which your employment is terminated, to which you would have been entitled

according to agreement or custom had you still been employed at the end of the accounting year.

This provision will not apply if the termination is due to your breach of your employment

contract or in case of your justified summary dismissal, in which case the RSU will lapse to the

extent the RSU has not vested on the effective date of termination of your employment. Such lapse

will take place automatically without notice on the effective date of termination of your

employment.

If you terminate your employment due to your employer's material breach (as determined under

Danish law), or if your employment terminates because you reach the age of retirement for

employees of your employer or because you are entitled to receive old-age pension from the

Danish state or your employer, the RSU award shall continue on unchanged terms as if you had

still been employed. Also, you may be entitled to receive an additional RSU grant, proportionate

to the length of your employment in the accounting year in which your employment is

terminated, to which you would have been entitled according to agreement or custom had you

still been employed at the end of the accounting year or at the date of grant.

If you terminate your employment for other reasons,  your RSU award will be forfeited as per the

effective date of termination of your employment unless otherwise set out in the terms of the

Agreement. In addition, you will be ineligible to receive any additional RSU grants after your

resignation.

6.Financial Aspects of Participating in the 2011 Plan

The RSU grant has no immediate financial consequences for you. The value of the RSU award will

not be taken into account when calculating holiday allowances, pension contributions or other

statutory consideration calculated on the basis of salary. The tax treatment of the RSU award

depends on a number of aspects and thus, you are encouraged to seek particular advice regarding

your tax position.

Shares of stock are financial instruments and investing in stock will always have financial risk.

The possibility of profit at the time of vesting will not only be dependent on the Company’s

financial development, but inter alia also on the general development of the stock market. In

addition, before or after you vest in your RSU award, the shares of Company stock could decrease

in value even below the price of such stock on the Date of Grant.

7.Other Issues

Apart from Clause 5 in this Statement (regarding your rights upon termination of employment),

this Statement does not intend to alter any provisions of the 2011 Plan or the Agreement (or any

related document), and the 2011 Plan and the Agreement (and any related document) shall

prevail in case of any ambiguities. However, your mandatory rights under the Stock Option Act

shall prevail in case of any ambiguities.

Exhibit 10(ii)

****

Plan Administrator

Stryker Corporation

Portage, Michigan USA

Exhibit 10(ii)

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, SOM REVIDERET OG GENFREMSAT

ARBEJDSGIVERERKLÆRING – DANMARK

TILDELING OG RSU'ER

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret til aktier m.v. i ansættelsesforhold

("Aktieoptionsloven") giver Stryker Corporation ("Selskabet") dig hermed i en særskilt skriftlig

erklæring følgende oplysninger om Selskabets tildeling af RSU'er (Restricted Stock Units) . Denne

erklæring indeholder kun de oplysninger, der er nævnt i Aktieoptionsloven. De øvrige vilkår og

betingelser for din RSU-tildeling er nærmere beskrevet i Selskabets 2011 Long-Term Incentive Plan, som

revideret og genfremsat  ("2011-Planen"), Terms and Conditions Related to Restricted Stock Units Granted

Pursuant to the 2011 Long-Term Incentive Plan ("RSU-Aftalen) og CEO-tildelingsbrevene vedrørende

henholdsvis RSU-tildelingen, hvilke dokumenter alle er blevet udleveret til dig.

VIGTIGT: Aktieoptionsloven gælder kun for RSU'er, der i henhold til 2011-Planen er tildelt til

lønmodtagere i Selskabet og dets Datterselskaber, og gælder ikke for personer, herunder ledere, der ikke

anses for at være "lønmodtagere" som defineret i Aktieoptionsloven. Hvis du ikke er lønmodtager i

Selskabet eller i et af dets Datterselskaber i Aktieoptionslovens forstand, gælder denne

Arbejdsgivererklæring ikke for dig, hvorfor du ikke vil kunne henholde dig til nogen af oplysningerne

heri, og de heri anførte bestemmelser vil ikke have virkning.

1.Tidspunkt for tildeling

Tidspunktet for RSU-tildelingen er den dato, hvor det af Bestyrelsen nedsatte Udvalg for Vederlag

og Menneskelig Kapital ("Udvalget") godkendte tildelingen til dig og besluttede, at den skulle

træde i kraft.

2.Kriterier og betingelser for tildeling

RSU-tildelingen sker alene efter Udvalgets eget skøn.  Udvalget har i sin vurdering inddraget en

række faktorer i forbindelse med RSU-tildelingen til dig, herunder (men ikke begrænset til)

Selskabets seneste årsresultat, din personlige performance og din betydning for Selskabets

fremtidige vækst, udvikling og drift.  Uanset din personlige performance og Selskabets udvikling

kan Selskabet frit vælge ikke at tildele dig RSU'er fremover.  I henhold til bestemmelserne i

Planen og Aftalen har du ikke nogen ret til eller noget krav på fremover at modtage RSU-

tildelinger.

3.Modningstidspunkter og udnyttelsesperiode

Din RSU modnes over en periode ("modningsperioden"), forudsat at du fortsat er ansat i eller

arbejder for Selskabet eller et Datterselskab, og forudsat at alle de i Planen og Aftalerne

beskrevne performance- og modningsbetingelser er opfyldt, medmindre RSU'en modnes eller

bortfalder på et tidligere tidspunkt som følge af de i Planen og Aftalerne anførte årsager og med

forbehold for pkt. 5 i denne erklæring.

4.Udnyttelseskurs

Hvad angår RSU'er, skal du ikke betale noget vederlag for at modtage RSU'en, ligesom du ikke

skal betale noget for at modtage de ordinære aktier i Selskabet, der udstedes ved modning.

Exhibit 10(ii)

5.Din retsstilling i forbindelse med fratræden

I forbindelse med din fratræden vil dine RSU-tildelinger blive behandlet som følger, medmindre

vilkårene i Aftalen og i 2011-Planen er mere fordelagtige for dig.

Din RSU bortfalder ikke, hvis din fratræden skyldes opsigelse fra din arbejdsgivers side,

medmindre der er tale om misligholdelse fra din side (som defineret i dansk ret) eller

bortvisning. Dette betyder, at du måske vil være berettiget til, at din RSU fortsat modnes i

overensstemmelse med din Aftale og 2011-Planen, som om du stadig var ansat. Endvidere vil du

måske være berettiget til at modtage en yderligere RSU-tildeling, som beregnes forholdsmæssigt i

forhold til, hvor længe du er ansat i det regnskabsår, hvori du fratræder, og som du ville have

været berettiget til i henhold til aftale eller sædvane, såfremt du stadig havde været ansat ved

udgangen af regnskabsåret. Denne bestemmelse gælder ikke, såfremt din fratræden skyldes

opsigelse på grund af din misligholdelse af ansættelseskontrakten eller berettiget bortvisning, i

hvilket tilfælde RSU'en bortfalder, i det omfang de ikke er modnet ved ansættelsesforholdets

ophør. Bortfaldet sker automatisk uden varsel ved ansættelsesforholdets ophør.

Hvis du fratræder din stilling som følge af væsentlig misligholdelse fra din arbejdsgivers side

(som defineret i dansk ret), eller hvis du fratræder, fordi du når pensionsalderen for

lønmodtagere hos din arbejdsgiver, eller fordi du har ret til at modtage alderspension fra den

danske stat eller din arbejdsgiver, vil din RSU-tildeling fortsætte på uændrede vilkår, som om du

stadig var ansat.  Endvidere vil du måske være berettiget til at modtage en yderligere RSU-

tildeling, som beregnes forholdsmæssigt i forhold til, hvor længe du er ansat i det regnskabsår,

hvori du fratræder, og som du ville have været berettiget til i henhold til aftale eller sædvane,

såfremt du stadig havde været ansat ved udgangen af regnskabsåret eller på

tildelingstidspunktet.

Hvis du fratræder din stilling af andre årsager, vil din RSU-tildeling bortfalde ved

ansættelsesforholdets ophør, medmindre andet fremgår af Aftalen. Endvidere vil du ikke være

berettiget til at få tildelt yderligere RSU'er efter din fratræden.

6.Økonomiske aspekter ved at deltage i 2011-Planen

RSU-tildelingen har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af RSU-

tildelingen indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige,

vederlagsafhængige ydelser. Den skattemæssige behandling af RSU-tildelingen afhænger af flere

forhold, og du opfordres derfor til at søge særskilt rådgivning vedrørende din skattemæssige

situation.

Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med en

økonomisk risiko. Muligheden for en gevinst på modningstidspunktet afhænger ikke alene af

Selskabets økonomiske udvikling, men også af bl.a. den generelle udvikling på aktiemarkedet.

Derudover kan værdien af Selskabets aktier både før og efter modningen af din RSU-tildeling

falde til en værdi, der måske endda ligger under kursen på tildelingstidspunktet.

7.Øvrige oplysninger

Med undtagelse af pkt. 5 i denne erklæring (vedrørende din retsstilling i forbindelse med

fratræden) har denne erklæring ikke til formål at ændre nogen af bestemmelserne i 2011-Planen

eller Aftalen (eller i tilhørende dokumenter), og 2011-Planen og Aftalen (og eventuelle tilhørende

dokumenter) har forrang i tilfælde af uoverensstemmelser. Dine ufravigelige rettigheder i

henhold til Aktieoptionsloven har dog forrang i tilfælde af uklarhed.

****

Exhibit 10(ii)

Planadministrator

Stryker Corporation

Portage, Michigan USA

Ex 10(iii) 2026 PSU award letter and T&C Exhibit 10(iii)

Kevin A. Lobo

Chair and CEO

Personal and Confidential

February 4, 2026

First Name Last Name

Dear First Name,

I am pleased to inform you that as an SLT member, you are receiving a performance stock units (PSUs) award in 2026.

We use these awards to reward performers who we believe will be key contributors to our growth well into the future.

The total Award Date Value (ADV) of your award is approximately USD $xx,xxx.

We are awarding you xxx PSUs. The number of PSUs actually earned will be dependent upon Stryker’s financial

performance during the three-year period ending December 31, 2028. Refer to the Terms and Conditions accompanying

the 2026 PSUs award for specific criteria associated with vesting in such award. In order to earn any of the PSUs, you

must be continuously employed with Stryker through the vesting date of March 21, 2029 except as otherwise provided

in the Terms and Conditions.

You must “Accept” the award online via the UBS One Source web site located at www.ubs.com/onesource/

SYK between March 3 and March 31, 2026. The detailed terms of the PSUs are in the Terms and Conditions, any

applicable country addendum and the provisions of the Company's 2011 Long- Term Incentive Plan, as Amended and

Restated. Those documents, together with the related Prospectus, are available on the UBS One Source web site, and

you should read them before accepting the award. In addition, you may be asked to sign the most recent version of

Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement (“Non-Compete

Agreement”) in connection with the award. If you are asked to sign the Non-Compete Agreement, it will be emailed to

you and you will be asked to sign the document electronically via Adobe Sign by March 31, 2026. The vesting of the

PSUs is conditioned on you having signed the Non-Compete Agreement by March 31, 2026, where permitted by

applicable law.

You can find additional educational materials on the UBS One Source web site in the Resources section.

Sincerely,

Kevin A. Lobo

Chair and Chief Executive Officer

Exhibit 10(iii)

STRYKER CORPORATION

TERMS AND CONDITIONS

RELATING TO PERFORMANCE STOCK UNITS GRANTED

PURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

1.The Performance Stock Units with respect to Common Stock of Stryker Corporation (the

"Company") granted to you during 2026 (the "PSUs") are subject to these Terms and Conditions Relating to

Performance Stock Units Granted Pursuant to the 2011 Long-Term Incentive Plan, as Amended and Restated

(the "Terms and Conditions") and all of the terms and conditions of the Stryker Corporation 2011 Long-Term

Incentive Plan, as Amended and Restated (the "2011 Plan"), which is incorporated herein by reference. In the

case of a conflict between these Terms and Conditions and the terms of the 2011 Plan, the provisions of the

2011 Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in

the 2011 Plan. For purposes of these Terms and Conditions, "Employer" means the Company or any Subsidiary

that employs you on the applicable date, and "Stock Plan Administrator" means UBS Financial Services Inc. (or

any other independent service provider engaged by the Company to assist with the implementation, operation

and administration of the 2011 Plan).

2.Vesting. Except as provided in Section 8(a) and 8(b), the vesting of your PSUs is dependent upon

your remaining continuously employed with your Employer through March 21, 2029 (the "Vesting Date") as

well as upon the Company's financial performance during the three-year period ending December 31, 2028 (the

"Performance Period"). Specifically, the vesting of any of the PSUs is dependent upon attainment of the

Threshold Performance Target as set forth in Section 3. If the Threshold Performance Target is attained, then

the vesting of 50% of the PSUs (the "EPS PSUs") is dependent on Adjusted EPS Growth as set forth in Section 4,

and vesting of the remaining 50% of the PSUs (the "Sales Growth PSUs") is dependent on the Sales Growth

Percentile Ranking as set forth in Section 5. The actual number of your PSUs that become vested, if any, shall be

determined based on exercise of negative discretion by the Committee in accordance with Sections 4, 5 and 6

below.

3.Threshold Performance Target. If the Company's Adjusted EPS Growth as of the last day of the

Performance Period is less than 2.0%, none of your PSUs shall become vested and all of your PSUs shall be

forfeited as of the last day of the Performance Period. If the Company's Adjusted EPS Growth as of the last day

of the Performance Period is 2.0% or greater (the "Threshold Performance Target") and, except as provided in

Section 8(a) and 8(b), you remain in the continuous employment of Stryker through the Vesting Date, you shall

become eligible to vest in up to 200% of your PSUs, although the actual number of your PSUs that become

vested shall be determined based on exercise of negative discretion by the Committee in accordance with

Sections 4, 5 and 6 below.

4.Adjusted EPS Growth.

(a)If the Threshold Performance Target is attained and, except as provided in Section

8(a) and 8(b), you have remained in the continuous employment of Stryker through the Vesting Date, then

subject to Section 6 you shall become vested in the percentage of the EPS PSUs determined based on the

Company's Adjusted EPS Growth using the table below, applying straight line interpolation rounded down to

the nearest whole number of EPS PSUs for Adjusted EPS Growth resulting in vested EPS PSUs between 50% and

100% or between 100% and 200%.

	< Minimum	Minimum	Target	Maximum
Adjusted EPS<br><br>Growth	Less than 6%	6%	9.5% - 10.5%	12.5% or more
Vested Percent of<br><br>EPS PSUs	0%	50%	100%	200%

Any EPS PSUs that do not become vested in accordance with the foregoing shall be forfeited.

(b)As soon as administratively practicable following the Vesting Date (but in no event later

than December 31, 2029), the Company shall issue you the Shares underlying the vested EPS PSUs.

Exhibit 10(iii)

(c)For purposes of these Terms and Conditions:

(i)"Adjusted EPS" for a calendar year shall mean the Company's net earnings per

diluted share for such year as determined under U.S. generally accepted accounting principles

("GAAP") but subject to such adjustments, if any, for (A) non-GAAP financial measures that are

reflected in a reconciliation to the GAAP financial statements included in the Company's

Annual Report on Form 10-K filed with the Securities and Exchange Commission, and

(B) in-process research and development charges incurred in connection with a corporate

transaction (“In-Process R&D”); provided, to the extent the Committee determines, in its

discretion, that any In-Process R&D is immaterial, such adjustments may be excluded from the

determination of Adjusted EPS for the calendar year.

(ii)"Adjusted EPS Growth" shall mean the sum of the Annual Percentage Change in

Adjusted EPS for the three (3) calendar years in the Performance Period divided by three (3).

(iii)"Annual Percentage Change in Adjusted EPS" for a calendar year shall mean the

amount by which the Adjusted EPS for such calendar year has increased or decreased relative to

the immediately preceding calendar year, expressed as a positive or negative percentage

(depending on whether Adjusted EPS increased or decreased) of the Adjusted EPS for such

preceding calendar year.

(d)Notwithstanding anything to the contrary herein, the Committee shall have discretion to

make such adjustments to the foregoing metrics as it deems appropriate to reflect the impact of corporate

transactions, accounting or tax law changes or extraordinary, unusual, nonrecurring or infrequent items;

provided, however, that for purposes of calculating the Threshold Performance Target in Section 3, in no case

shall such adjustments have the net aggregate effect of increasing Adjusted EPS Growth.

5.Sales Growth Percentile Ranking.

(a)If the Threshold Performance Target is attained and, except as provided in Section

8(a) and 8(b), you have remained in the continuous employment of Stryker through the Vesting Date, then

subject to Section 6 you shall become vested in the percentage of the Sales Growth PSUs based upon the

Company's Sales Growth Percentile Ranking, as determined using the table below, applying straight line

interpolation rounded down to the nearest whole number of Sales Growth PSUs for Sales Growth Percentile

Ranking resulting in vested Sales Growth PSUs between 50% and 100% or between 100% and 200%.

	< Minimum	Minimum	Target	Maximum
Sales Growth<br><br>Percentile Ranking	Below 33rd	33rd	50th	75th and Above
Vested Percent of<br><br>Sales Growth<br><br>PSUs	0%	50%	100%	200%

Any Sales Growth PSUs that do not become vested in accordance with the foregoing shall be forfeited, and if the

Company's Average Sales Growth in the Performance Period is equal to or less than zero, all of the Sales Growth

PSUs shall be forfeited (irrespective of the Sales Growth Percentile Ranking).

(b)As soon as administratively practicable following the Vesting Date (but in no event later

than December 31, 2029), the Company shall issue you the Shares underlying the vested Sales Growth PSUs.

(c)For purposes of these Terms and Conditions and subject to Section 5(d) below:

(i)"Average Sales Growth" shall mean, for the Company and each company in the

Comparison Group, the sum of the Sales Growth for each Reporting Period ending within the

Performance Period divided by three;

(ii)"Comparison Group" shall mean:

•Abbott Laboratories

Exhibit 10(iii)

•Baxter International Inc.

•Becton, Dickinson and Company

•Boston Scientific Corporation

•Danaher Corporation

•Fresenius Medical Care AG

•GE Healthcare Technologies Inc.

•Johnson & Johnson (MedTech)

•Labcorp Holdings Inc.

•Medtronic plc

•Quest Diagnostics Incorporated

•Royal Philips (combined segments of Diagnosis & Treatment and

Connected Care)

•Siemens Healthineers AG

•Smith & Nephew plc

•Solventum Corporation

•Thermo Fisher Scientific Inc.

•Zimmer Biomet Holdings, Inc.

For purposes of the foregoing, any company for which Sales Growth cannot be calculated for three

full annual Reporting Periods ending within the Performance Period shall be excluded.

(iii)"Net Sales" shall mean, for the Company and each company in the Comparison

Group, net sales as publicly reported for the applicable Reporting Period.

(iv)"Reporting Period" shall mean a calendar year in the case of the Company and

each company in the Comparison Group that reports on a calendar year basis, and in the case of

any other company in the Comparison Group, the four fiscal quarters that include the last fiscal

quarter ending prior to December 31 for which such company has publicly reported prior to the

following February 28.

(v)"Sales Growth" for a Reporting Period shall mean the amount by which Net Sales

has increased or decreased relative to the immediately preceding Reporting Period, expressed as

a positive or negative percentage (depending on whether Net Sales increased or decreased) of

the Net Sales for such preceding Reporting Period.

(vi)"Sales Growth Percentile Ranking" shall mean the percentile ranking of the

Company's Average Sales Growth relative to the Average Sales Growth for each company in the

Comparison Group, rounded to the whole nearest percentile. For this purpose, the percentile

ranking shall be calculated as 1 – (Rank-1)/(Total of the Comparison Group plus the

Company-1). For example, if the Company ranked 5th out of 18 companies including itself, the

percentile rank would be calculated as 1 – (5-1)/(18-1) or 1 – (4/17) or 1-0.24 or the 76th

percentile.

(d)The Committee may make such revisions and adjustments to each of the items set forth in

Sections 5(c)(i)-(vi) as it may determine necessary and appropriate in its discretion.

6.Discretion of the Committee. Notwithstanding anything in these Terms or Conditions or

the 2011 Plan to the contrary, provided that the Threshold Performance Target has been attained, the

Exhibit 10(iii)

Committee shall have the power and authority, in its sole and absolute exercise of negative discretion, to

reduce or increase the vested PSUs such that the actual earned PSUs will be greater than or less than the vested

PSUs, which increase or reduction may be made by taking into account any criteria the Committee deems

appropriate; provided further that notwithstanding anything in these Terms or Conditions to the contrary you

shall not become vested in more than 200% of your PSUs.

7.Dividend Equivalents. In connection with your PSUs, you shall be entitled to receive all of the cash

dividends for which the record date occurs during the period between the commencement of the Performance

Period and the Vesting Date with respect to each Share underlying your vested PSUs ("Dividend Equivalents").

Dividend Equivalents shall be converted into their equivalent number of additional PSUs rounded down to the

nearest whole number of PSUs based on the Fair Market Value of a Share on the Vesting Date, provided, that the

maximum number of additional PSUs you may receive upon such conversion shall be equal to 200% of your

originally granted PSUs. Such additional PSUs shall be subject to the terms and conditions applicable to the

PSUs to which the Dividend Equivalents relate, including, without limitation, the vesting, forfeiture, and

payment form and timing provisions contained herein.

8.In the event you cease to remain in the continuous employment of the Company or a Subsidiary

for the entire period commencing on the grant date and ending on the applicable Vesting Date, your right to

receive the Shares issuable pursuant to the PSUs shall be only as follows:

(a)Subject to Section 6, if you cease to be an Employee prior to the Vesting Date by reason of

Disability (as such term is defined in the 2011 Plan) or death, you or your estate will become vested in full on

the Vesting Date in your PSUs based upon the Company's Adjusted EPS Growth and Sales Growth Percentile

Ranking for the Performance Period as determined pursuant to Sections 3, 4, 5 and 6 of these Terms and

Conditions. You, your legal representative or your estate will receive all of the underlying Shares attributable to

the vested PSUs as soon as administratively practicable following (and in no event more than ninety (90) days

after) the Vesting Date.

(b)If you cease to be an Employee prior to the Vesting Date by reason of Retirement (as such

term is defined in the 2011 Plan), you will become vested in your PSUs as follows:

(i)If you meet both the terms of Retirement (as such term is defined in the 2011

Plan) and you have been an Employee for at least 12 months following the grant date of your

PSUs, then you will become vested in full on the Vesting Date in your PSUs based upon the

Company's Adjusted EPS Growth and Sales Growth Percentile Ranking for the Performance

Period as determined pursuant to Sections 3, 4, 5 and 6 of these Terms and Conditions.

(ii)If you meet the terms of Retirement (as such term is defined in the 2011 Plan) but

you are not an Employee for at least 12 months following the grant date of your PSUs, then you

will become vested on the Vesting Date in a pro-rata portion (determined by dividing (a) the

number of days during the Performance Period in which you were an Employee by (b) the total

number of days during the Performance Period) of your PSUs based upon the Company’s

Adjusted EPS Growth and Sales Growth Percentile Ranking for the Performance Period as

determined pursuant to Sections 3, 4, 5 and 6 of these Terms and Conditions. Such pro-rata

portion for both the EPS PSUs and Sales Growth PSUs shall be rounded down to the nearest

whole number to determine the final total number of PSUs that you will become vested in under

this Section.

(c)If you cease to be an Employee for any reason other than those provided in (a) and

(b) above and your Termination Date is prior to the Vesting Date, you shall immediately forfeit all PSUs granted

hereunder effective as of your Termination Date. If you are resident or employed in the United States,

"Termination Date" shall mean the last day on which you are an Employee of your Employer. In conjunction

with the foregoing and for the sake of clarity, any period of services as an independent contractor following

your Termination Date shall not extend your employment period beyond your Termination Date, regardless of

whether you are reclassified as a common law employee. If you are resident or employed outside of the United

States, "Termination Date" shall mean the last day on which you are an Employee of your Employer, provided

that (1) your notice period is 12 months or less, or (2) your employment ends less than 12 months after the

date on which you signed your termination agreement. Other than Section 16 officers (as defined below), if your

notice period exceeds 12 months, then "Termination Date" will be 12 months after the date on which notice was

given, whether it be by you or your Employer. If your employment ends more than 12 months after you signed

Exhibit 10(iii)

your termination agreement, then “Termination Date” will be 12 months after the date on which you signed

your termination agreement. If you are an officer of the Company and in such capacity are subject to reporting

under Section 16 of the U.S. Securities Exchange Act of 1934 (a “Section 16 officer”) on the date on which notice

was given, "Termination Date" shall mean the last day on which you are an Employee of your Employer.

9.Notwithstanding the foregoing, the Company may, in its sole discretion, settle the PSUs

(and any Dividend Equivalents) in the form of: (i) a cash payment to the extent settlement in Shares (1) is

prohibited under local law, (2) would require you, the Company and/or your Employer to obtain the approval

of any governmental and/or regulatory body in your country of residence (and country of employment, if

different), or (3) is administratively burdensome; or (ii) Shares, but require you to immediately sell such

Shares (in which case, the Company shall have the authority to issue sales instructions in relation to such

Shares on your behalf).

10.The number of Shares subject to the PSUs shall be subject to adjustment and the vesting dates

hereof may be accelerated as follows:

(a)In the event that the Shares, as presently constituted, shall be changed into or exchanged

for a different number or kind of shares of stock or other securities of the Company or of another corporation

(whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares,

or otherwise) or if the number of such Shares shall be increased through the payment of a stock dividend or a

dividend on the Shares of rights or warrants to purchase securities of the Company shall be made, then there

shall be substituted for or added to each Share theretofore subject to the PSUs the number and kind of shares of

stock or other securities into which each outstanding Share shall be so changed, or for which each such Share

shall be exchanged, or to which each such Share shall be entitled. The other terms of the PSUs shall also be

appropriately amended as may be necessary to reflect the foregoing events. In the event there shall be any

other change in the number or kind of the outstanding Shares, or of any stock or other securities into which

such Shares shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such

change equitably requires an adjustment in the PSUs, such adjustment shall be made in accordance with such

determination.

(b)Fractional Shares resulting from any adjustment in the PSUs may be settled in cash or

otherwise as the Committee shall determine, in its sole discretion. Notice of any adjustment will be given to you

and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes hereof.

(c)The Committee shall have the power to amend the PSUs to permit the immediate vesting

of the PSUs (and to terminate any unvested PSUs) and the distribution of the underlying Shares prior to the

effectiveness of (i) any disposition of substantially all of the assets of the Company or your Employer, (ii) the

shutdown, discontinuance of operations or dissolution of the Company or your Employer, or (iii) the merger or

consolidation of the Company or your Employer with or into any other unrelated corporation.

11.If you are resident or employed outside of the United States, you agree, as a condition of the grant

of the PSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the 2011 Plan

(including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of the

Shares acquired pursuant to the PSUs) if required by and in accordance with local foreign exchange rules and

regulations in your country of residence (and country of employment, if different). In addition, you also agree to

take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries, as may be

required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in your

country of residence (and country of employment, if different). Finally, you agree to take any and all actions as

may be required to comply with your personal legal and tax obligations under local laws, rules and

regulations in your country of residence (and country of employment, if different).

12.If you are resident and/or employed in a country that is a member of the European Union, the

grant of the PSUs and these Terms and Conditions are intended to comply with the age discrimination

provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age

Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any

provision of these Terms and Conditions are invalid or unenforceable, in whole or in part, under the Age

Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike

such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted

under local law.

Exhibit 10(iii)

13.Regardless of any action the Company and/or your Employer take with respect to any or all

income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment

on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate

liability for all Tax-Related Items legally due by you are and remains your responsibility and that the Company

and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related

Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the

subsequent sale of any Shares acquired pursuant to the PSUs and the receipt of any dividends or dividend

equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or

eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one

country between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you

acknowledge that your Employer (or former employer, as applicable) may be required to withhold or account

for Tax-Related Items in more than one country.

In connection with any taxable event, if your country of residence (and/or your country of employment,

if different) requires withholding of Tax-Related Items, the Company shall withhold a number of whole Shares

that have an aggregate Fair Market Value that the Company, taking into account local requirements and

administrative issues, determines in its sole discretion is appropriate to cover withholding for Tax-Related

Items with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation

to withhold the Tax-Related Items. In cases where the Fair Market Value of the number of whole Shares

withheld is greater than the amount required to be paid to the relevant government authorities with respect to

withholding for Tax-Related Items, the Company shall make a cash payment to you equal to the difference as

soon as administratively practicable. In the event that withholding in Shares is prohibited or problematic under

applicable law or otherwise may trigger adverse consequences to the Company or your Employer, your

Employer shall withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from

your regular salary and/or wages or other amounts payable to you. In the event the withholding requirements

are not satisfied through the withholding of Shares or through your regular salary and/or wages or any other

amounts payable to you by your Employer, no Shares will be issued to you (or your estate) unless and until

satisfactory arrangements (as determined by the Board of Directors) have been made by you with respect to

the payment of any Tax-Related Items that the Company or your Employer determines, in its sole discretion,

should be withheld or collected with respect to such PSUs. By accepting these PSUs, you expressly consent to

the withholding of Shares and/or withholding from your regular salary and/or wages or other amounts payable

to you as provided for hereunder. All other Tax- Related Items related to the PSUs and any Shares delivered in

payment thereof are your sole responsibility.

14.The PSUs are intended to be exempt from the requirements of Code Section 409A. The 2011 Plan

and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent.

If the Company determines that these Terms and Conditions are subject to Code Section 409A and that it has

failed to comply with the requirements of that Section, the Company may, at the Company's sole discretion and

without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or

be exempt from Code Section 409A.

15.If you were required to sign the "Stryker Confidentiality, Intellectual Property, Non-Competition

and Non-Solicitation Agreement" or a similar agreement in order to receive the PSUs or have previously signed

such an agreement and you breach any non-competition, non-solicitation or non-disclosure provision or

provision as to ownership of inventions contained therein at any time while employed by the Company or a

Subsidiary, or during the one-year period following termination of employment, any unvested PSUs shall be

rescinded and you shall return to the Company all Shares that were acquired upon vesting of the PSUs that you

have not disposed of. Further, you shall pay to the Company an amount equal to the profit realized by you (if

any) on all Shares that were acquired upon vesting of the PSUs that you have disposed of. For purposes of the

preceding sentence, the profit shall be the Fair Market Value of the Shares at the time of disposition.

16.The PSUs shall be transferable only by will or the laws of descent and distribution. If you shall

purport to make any transfer of the PSUs, except as aforesaid, the PSUs and all rights thereunder shall

terminate immediately.

17.The PSUs shall not be vested in whole or in part, and the Company shall not be obligated to issue

any Shares subject to the PSUs, if such issuance would, in the opinion of counsel for the Company, violate the

Securities Act of 1933 or any other U.S. federal, state or non-U.S. statute having similar requirements as it may

be in effect at the time. The PSUs are subject to the further requirement that, if at any time the Board of

Directors shall determine in its discretion that the listing or qualification of the Shares subject to the PSUs

Exhibit 10(iii)

under any securities exchange requirements or under any applicable law, or the consent or approval of any

governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of

Shares pursuant to the PSUs, the PSUs may not be vested in whole or in part unless such listing, qualification,

consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of

Directors.

18.The grant of the PSUs shall not confer upon you any right to continue in the employ of your

Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall

have no rights as a shareholder of the Company with respect to any Shares issuable upon the vesting of the

PSUs until the date of issuance of such Shares.

19.You acknowledge and agree that the 2011 Plan is discretionary in nature and may be amended,

cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the PSUs under the

2011 Plan is a one-time benefit and does not create any contractual or other right to receive a grant of PSUs or

any other award under the 2011 Plan or other benefits in lieu thereof in the future. Future grants, if any, will be

at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the

number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination

of the 2011 Plan shall not constitute a change or impairment of the terms and conditions of your employment

with your Employer.

20.Your participation in the 2011 Plan is voluntary. The value of the PSUs and any other awards

granted under the 2011 Plan is an extraordinary item of compensation outside the scope of your employment

(and your employment contract, if any). Any grant under the 2011 Plan, including the grant of the PSUs, is not

part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy,

end of service payments, holiday pay, bonuses, long-service awards, pension, or retirement benefits or similar

payments.

21.The PSUs are granted solely by the Company.  Your Employer and any other Subsidiary are not a

party to these Terms and Conditions, and any rights you may have under these Terms and Conditions may be

raised only against the Company (and may not be raised against your Employer or any other Subsidiary).

22.These Terms and Conditions shall bind and inure to the benefit of the Company, its successors

and assigns and you and your estate in the event of your death.

23.The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants PSUs

under the 2011 Plan to employees of the Company and Subsidiaries in its sole discretion. In conjunction with

the Company's grant of the PSUs under the 2011 Plan and its ongoing administration of such awards, the

Company is providing the following information about its data collection, processing and transfer practices

("Personal Data Activities"). In accepting the grant of the PSUs, you expressly and explicitly consent to the

Personal Data Activities as described herein.

(a)The Company collects, processes and uses your personal data, including your name, home

address, email address, and telephone number, date of birth, social insurance number or other identification

number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all PSUs or

any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which

the Company receives from you or your Employer. In granting the PSUs under the 2011 Plan, the Company will

collect your personal data for purposes of allocating Shares and implementing, administering and managing the

2011 Plan. The Company's legal basis for the collection, processing and usage of your personal data is your

consent.

(b)The Company transfers your personal data to the Stock Plan Administrator. In the future,

the Company may select a different Stock Plan Administrator and share your personal data with another

company that serves in a similar manner, including, but not limited to, the Company's outside legal counsel as

well as the Company’s auditor. The Stock Plan Administrator will open an account for you, if an account is not

already in place, to receive and trade Shares acquired under the 2011 Plan. You will be asked to agree on

separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your

ability to participate in the 2011 Plan.

(c)The Company and the Stock Plan Administrator are based in the United States. You should

note that your country of residence may have enacted data privacy laws that are different from the United

States. The Company's legal basis for the transfer of your personal data to the United States is your consent.

Exhibit 10(iii)

(d)Your participation in the 2011 Plan and your grant of consent is purely voluntary. You

may deny or withdraw your consent at any time. If you do not consent, or if you withdraw your consent, you

may be unable to participate in the 2011 Plan. This would not affect your existing employment or salary;

instead, you merely may forfeit the opportunities associated with the 2011 Plan.

(e)You may have a number of rights under the data privacy laws in your country of

residence. For example, your rights may include the right to (i) request access or copies of personal data the

Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place

restrictions on processing, (v) lodge complaints with competent authorities in your country or residence, and/

or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive

clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the

Company's Human Resources Department.

24.The grant of the PSUs is not intended to be a public offering of securities in your country of

residence (and country of employment, if different). The Company has not submitted any registration

statement, prospectus or other filing(s) with the local securities authorities (unless otherwise required under

local law). No employee of the Company is permitted to advise you on whether you should acquire

Shares under the 2011 Plan or provide you with any legal, tax or financial advice with respect to the

grant of the PSUs. The acquisition of Shares involves certain risks, and you should carefully consider all

risk factors and tax considerations relevant to the acquisition of Shares under the 2011 Plan or the

disposition of them. Further, you should carefully review all of the materials related to the PSUs and the

2011 Plan, and you should consult with your personal legal, tax and financial advisors for professional

advice in relation to your personal circumstances.

25.All questions concerning the construction, validity and interpretation of the PSUs and the 2011

Plan shall be governed and construed according to the laws of the state of Michigan, without regard to the

application of the conflicts of laws provisions thereof. Any disputes regarding the PSUs or the 2011 Plan shall

be brought only in the state or federal courts of the state of Michigan.

26.The Company may, in its sole discretion, decide to deliver any documents related to the PSUs or

other awards granted to you under the 2011 Plan by electronic means. You hereby consent to receive such

documents by electronic delivery and agree to participate in the 2011 Plan through an on-line or electronic

system established and maintained by the Company or a third party designated by the Company.

27.The invalidity or unenforceability of any provision of the 2011 Plan or these Terms and

Conditions shall not affect the validity or enforceability of any other provision of the 2011 Plan or these Terms

and Conditions.

28.If you are resident outside of the United States, you acknowledge and agree that it is your express

intent that these Terms and Conditions, the 2011 Plan and all other documents, notices and legal proceedings

entered into, given or instituted pursuant to the PSUs be drawn up in English. If you have received these Terms

and Conditions, the 2011 Plan or any other documents related to the PSUs translated into a language other

than English and the meaning of the translated version is different than the English version, the English version

will control.

29.You acknowledge that, depending on your or your broker's country of residence or where the

Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect

your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., PSUs) or rights linked

to the value of Shares during such times you are considered to have "inside information" regarding the

Company as defined in the laws or regulations in your country of employment (and country of residence, if

different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you

placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the

inside information to any third party (other than on a "need to know" basis) and (ii) "tipping" third parties or

causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under

these laws or regulations are separate from and in addition to any restrictions that may be imposed under any

applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any

restrictions and are advised to speak to your personal advisor on this matter.

30.Notwithstanding any provisions of these Terms and Conditions to the contrary, the PSUs shall be

subject to any special terms and conditions for your country of residence (and country of

employment, if different) set forth in an addendum to these Terms and Conditions (an "Addendum"). Further, if

Exhibit 10(iii)

you transfer your residence and/or employment to another country reflected in an Addendum to these Terms

and Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the

extent the Company determines, in its sole discretion, that the application of such special terms and conditions

is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation

and administration of the award and the 2011 Plan (or the Company may establish alternative terms and

conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any

applicable Addendum shall constitute part of these Terms and Conditions.

31.The Company reserves the right to impose other requirements on the PSUs, any Shares acquired

pursuant to the PSUs and your participation in the 2011 Plan to the extent the Company determines, in its sole

discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and

regulations, or to facilitate the operation and administration of the award and the 2011 Plan. Such

requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that

may be necessary to accomplish the foregoing.

32.This Section 32 applies only to those persons whom the Company's Recoupment Policy

applies (the corporate officers elected by the Company's Board of Directors other than Assistant

Controllers, Assistant Secretaries and Assistant Treasurers). Notwithstanding any other provision of these

Terms and Conditions to the contrary, you acknowledge and agree that your PSUs, any Shares acquired

pursuant thereto and/or any amount received with respect to any sale of such Shares are subject to potential

cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company's

Recoupment Policy as in effect on the date of grant (a copy of which has been furnished to you) and as the

Recoupment Policy may be amended from time to time in order to comply with changes in laws, rules or

regulations that are applicable to such PSUs and Shares. You agree and consent to the Company's application,

implementation and enforcement of (a) the Recoupment Policy and (b) any provision of applicable law relating

to cancellation, recoupment, rescission or payback of compensation and expressly agree that the Company may

take such actions as are necessary to effectuate the Recoupment Policy (as applicable to you) or applicable law

without further consent or action being required by you. For purposes of the foregoing, you expressly and

explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third

party administrator engaged by the Company to hold your Shares and other amounts acquired under the 2011

Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. In the case

of a conflict between these Terms and Conditions and the Recoupment Policy, the terms of the Recoupment

Policy shall prevail.

33.This Section 33 applies only to those persons whom the Company's clawback policy

applies. Notwithstanding anything in these Terms and Conditions to the contrary, the PSUs evidenced by these

Terms and Conditions may be subject to (i) recoupment in accordance with or in order to comply with the

terms and provisions of the Company's clawback policy, as may be in effect from time to time (including, but

not limited to, the Mandatory Clawback Policy), to the extent such policies are applicable to you and (ii) any

other compensation recovery policy adopted after the PSUs are granted to facilitate compliance with applicable

law, including in response to the requirements of Section 10D of the Exchange Act, the U.S. Securities and

Exchange Commission’s final rules thereunder, and any applicable listing rules or other rules and regulations

implementing the foregoing. For purposes of the foregoing, you expressly and explicitly authorize the Company

to issue instructions, on your behalf, to the Stock Plan Administrator and any other brokerage firm and/or

third party administrator engaged by the Company to hold your Shares and other amounts acquired under the

2011 Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.

34.By accepting the grant of the PSUs, you acknowledge that you have read these Terms and

Conditions, the Addendum to these Terms and Conditions (as applicable) and the 2011 Plan and

specifically accept and agree to the provisions therein.

***********************

Exhibit 10(iii)

STRYKER CORPORATION

ADDENDUM TO

TERMS AND CONDITIONS

RELATING TO PERFORMANCE STOCK UNITS GRANTED

PURSUANT TO THE 2011 PLAN, AS AMENDED AND RESTATED

In addition to the terms of the 2011 Plan and the Terms and Conditions, the PSUs are subject to the following

additional terms and conditions (the "Addendum"). The information reflected in this Addendum is based on

the securities, exchange control and other laws in effect in the respective countries as of November

2025. All capitalized terms as contained in this Addendum shall have the same meaning as set forth in the 2011

Plan and the Terms and Conditions. Pursuant to Section 30 of the Terms and Conditions, if you transfer your

residence and/or employment to another country reflected in an Addendum at the time of transfer, the special

terms and conditions for such country will apply to you to the extent the Company determines, in its sole

discretion, that the application of such terms and conditions is necessary or advisable in order to comply with

local law, rules and regulations, or to facilitate the operation and administration of the award and the 2011 Plan

(or the Company may establish alternative terms and conditions as may be necessary or advisable to

accommodate your transfer).

Data Privacy Information: European Union ("EU") / European Economic Area ("EEA") / Switzerland and

the United Kingdom*

*The following information is for data privacy purposes only and you should determine whether any other

special terms and conditions apply to your awards in these jurisdictions.

1.Data Privacy. If you reside and/or you are employed in the EU / EEA, Switzerland or the

United Kingdom the following provision replaces Section 23 of the Terms and Conditions:

The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants PSUs under the 2011

Plan to employees of the Company and its Subsidiaries in its sole discretion. You should review the following

information about the Company's data processing practices.

(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws, you

are hereby notified that the Company collects, processes and uses certain personally identifiable information

about you for the legitimate interest of implementing, administering and managing the 2011 Plan and generally

administering equity awards; specifically, including your name, home address, email address and telephone

number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any

Shares or directorships held in the Company, and details of all options or any other awards granted, canceled,

exercised, vested, or outstanding in your favor, which the Company receives from you or your Employer. In

granting the PSUs under the 2011 Plan, the Company will collect your personal data for purposes of allocating

Shares and implementing, administering and managing the 2011 Plan. The Company's collection, processing,

use and transfer of your personal data is necessary for the performance of the Company's contractual

obligations under the 2011 Plan and pursuant to the Company's legitimate interest of managing and generally

administering employee equity awards. Your refusal to provide personal data would make it impossible for the

Company to perform its contractual obligations and may affect your ability to participate in the 2011 Plan. As

such, by participating in the 2011 Plan, you voluntarily acknowledge the collection, processing and use of your

personal data as described herein.

(b)Stock Plan Administration Service Provider. The Company transfers participant data to

the Stock Plan Administrator. In the future, the Company may select a different Stock Plan Administrator and

share your data with another company that serves in a similar manner, including, but not limited to, the

Company's outside legal counsel as well as the Company’s auditor. The Stock Plan Administrator will open an

account for you, if an account is not already in place, to receive and trade Shares acquired under the 2011 Plan.

You will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator,

which is a condition to your ability to participate in the 2011 Plan.

(c)International Data Transfers. The Company and the Stock Plan Administrator are based in

the United States. The Company can only meet its contractual obligations to you if your personal data is

transferred to the United States. The Company's legal basis for the transfer of your personal data to the United

States is to satisfy its contractual obligations to you and/or its use of the standard data protection clauses

adopted by the EU Commission.

Exhibit 10(iii)

(d)Data Retention. The Company will use your personal data only as long as is necessary to

implement, administer and manage your participation in the 2011 Plan or as required to comply with legal or

regulatory obligations, including under tax and security laws. When the Company no longer needs your

personal data, the Company will remove it from its systems. If the Company keeps your data longer, it would be

to satisfy legal or regulatory obligations and the Company's legal basis would be for compliance with relevant

laws or regulations.

(e)Data Subject Rights. You may have a number of rights under data privacy laws in your

country of residence. For example, your rights may include the right to (i) request access or copies of personal

data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place

restrictions on processing, (v) lodge complaints with competent authorities in your country of residence, and/or

(vi) request a list with the names and addresses of any potential recipients of your personal data. To receive

clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the

Company's Human Resources Department.

ARGENTINA

1.Securities Law Information. Neither the PSUs nor the underlying Shares offered hereby have been

or will be publicly issued, placed, distributed, offered or registered in the Argentine capital markets, and as

result, have not been and will not be registered with the Argentine Securities Commission (Comisión Nacional

de Valores, "CNV"). Neither this nor any other offering material related to the offering of the RSUs or the

underlying Shares may be utilized in connection with any general offering to the public within Argentina. Any

Argentine resident who acquires the Shares will do so under their own responsibility under the terms of a

private offering to them from outside of Argentina. Under certain circumstances, any Argentine resident who

acquires the Shares may not transfer such Shares to any other person within six (6) months as from its

acquisition date.

2.Nature of Grant.  The following provision supplements Section 20 of the Terms and Conditions:

You acknowledge and agree that the grant of PSUs is made by the Company in its sole discretion and that the

value of the PSUs or any Shares issued upon vesting of the PSUs shall not constitute salary or wages from the

Company or the Employer for any purpose under Argentine labor law, including, but not limited to, the

calculation of (a) any labor benefits including, but not limited to, vacation pay, thirteenth-month salary,

compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (b) any

termination or severance indemnities or similar payments.

In addition, you acknowledge and agree that if, notwithstanding the foregoing, any benefits under the 2011 Plan

are considered for purposes of calculating any termination or severance indemnities under Argentine labor law,

such benefits shall not accrue more frequently than on an annual basis.

3.Language Consent. By accepting the PSUs, you acknowledge that you are proficient in reading and

understanding English and fully understands the terms of the documents related to the PSUs (the Terms and

Conditions, this Addendum and the 2011 Plan), which were provided in the English language. You accept the

terms of these documents accordingly.

Consentimiento lingüístico. Al aceptar las PSU, usted reconoce que domina la lectura y la comprensión del

inglés y comprende plenamente los términos de los documentos relacionados con las PSU (los Términos y

condiciones, este Anexo y el Plan 2011), que se proporcionaron en inglés. Usted acepta los términos de estos

documentos en consecuencia.

AUSTRALIA

1.PSUs Conditioned on Satisfaction of Regulatory Obligations. If you are (a) a director of a

Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a Subsidiary

incorporated in Australia and who also is a director of a Subsidiary incorporated outside of Australia, the grant

of the PSUs is conditioned upon satisfaction of the shareholder approval provisions of section 200B of the

Corporations Act 2001 (Cth) in Australia.

2.Securities Law Information. This grant of PSUs is being made under Division 1A Part 7.12 of the

Australian Corporations Act 2001 (Cth). If Shares acquired under the 2011 Plan are offered for sale to a person

Exhibit 10(iii)

or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You

should obtain legal advice on any disclosure obligations prior to making any such offer.

3.Tax Notification.  The 2011 Plan is a plan to which Subdivision 83A-C of the Income Tax

Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

4.Exchange Control Information. Exchange control reporting is required for cash transactions

exceeding AUD 10,000 and international fund transfers. The Australian bank assisting with the transaction will

file the report. If there is no Australian bank involved in the transfer, you personally will be required to file the

report. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

AUSTRIA

1.Exchange Control Information. If you hold Shares obtained under the 2011 Plan or cash

(including proceeds from the sale of Shares) outside Austria, you may be required to submit quarterly reports

to the Austrian National Bank. An exemption applies if the value of the Shares held outside Austria of any

quarter does not exceed a certain threshold (currently €5,000,000). The deadline for filing the quarterly report

is the 15th of the month following the end of the respective quarter.  When the Shares are sold, you may be

required to comply with certain exchange control obligations if the cash proceeds from the sale is held outside

Austria, as a separate reporting requirement applies to any non-Austrian cash accounts. If the transaction

volume of all of your cash accounts abroad exceeds a certain threshold (currently €10,000,000), the movements

and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15th

day of the following month, on the prescribed forms.  The thresholds described above may be subject to change.

You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange

obligations you may have in connection with your participation in the 2011 Plan.

BELGIUM

1.Foreign Asset/Account Reporting Information. Belgian residents are required to report any

security (e.g, Shares acquired under the 2011 Plan) or bank account established outside of Belgium on their

personal annual tax return. In a separate report, Belgian residents also are required to provide a central contact

point of the National Bank of Belgium with the account number of those foreign bank accounts, the name of the

bank with which the accounts were opened and the country in which they were opened in a separate report.

This report, as well as additional information on how to complete it, can be found on the website of the National

Bank of Belgium, www.nbb.be, under the Kredietcentrales / Centrales des credits caption. You should consult

with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may

have in connection with your participation in the 2011 Plan.

2.Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by

Belgian residents through a non-Belgian financial intermediary, such as a U.S. broker. The stock exchange tax

will apply when Shares acquired pursuant to the PSUs are sold. You should consult with a personal tax or

financial advisor for additional details on your obligations with respect to the stock exchange tax.

3.Annual Securities Account Tax. An annual securities accounts tax may be payable if the total value

of securities held in a Belgian or foreign securities account (e.g., Shares acquired under the 2011 Plan) exceeds a

certain threshold on four reference dates within the relevant reporting period (i.e., December 31, March 31, June

30 and September 30). In such case, the tax will be due on the value of the qualifying securities held in such

account. You should consult with a personal tax or financial advisor for additional details on your obligations

with respect to the annual securities account tax.

BRAZIL

1.Labor Law Acknowledgment. By accepting the PSUs, you acknowledge and agree, for all legal

purposes, that (a) the benefits provided under the Terms and Conditions and the 2011 Plan are the result of

commercial transactions unrelated to your employment; (b) the Terms and Conditions and the 2011 Plan are

not a part of the terms and conditions of your employment; and (c) the income from the PSUs, if any, is not part

of your remuneration from employment.

Exhibit 10(iii)

2.Compliance with Law. By accepting the PSUs, you acknowledge and agree to comply with

applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the PSUs, the

issuance and/or sale of Shares acquired under the 2011 Plan and the receipt of any dividends.

3.Exchange Control Information. If you are resident or domiciled in Brazil, you will be required to

submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the

aggregate value of such assets and rights is greater than USD1 million as of December 31 of each year. If the

aggregate value exceeds USD100 million as of the end of each quarter, a declaration must be submitted

quarterly. Assets and rights that must be reported include Shares acquired under the 2011 Plan. You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange

obligations you may have in connection with your participation in the 2011 Plan.

4.Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale of

Shares) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to

the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial

Transactions arising from your participation in the 2011 Plan. You should consult with your personal tax

advisor for additional details.

CANADA

1.Settlement in Shares. Notwithstanding anything to the contrary in the Terms and Conditions or

the 2011 Plan, the PSUs shall be settled only in Shares (and may not be settled in cash).

2.Termination of Employment. The following supplements Section 8(c) of the Terms and Conditions

as well as any other section required to give effect to the same:

Except as explicitly and minimally required under appliable legislation, in the event of your termination of

employment for any reason (other than by reason of death, Disability or Retirement), either by you or by the

Employer, with or without cause, your rights to vest or to continue to vest in the PSUs and receive Shares under

the 2011 Plan, if any, will terminate as of the actual Termination Date. For this purpose, the "Termination Date"

shall mean the last day on which you are actively employed by the Employer, and shall not include or be

extended by any period following such day during which you are in receipt of or eligible to receive any notice of

termination, pay in lieu of notice of termination, severance pay or any other payments or damages, whether

arising under statute, contract or at common law.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued

entitlement to vesting during a statutory notice period, your right to vest in the PSUs under the 2011 Plan, if

any, will terminate effective as of the last day of your minimum statutory notice period, but you will not earn or

be entitled to pro-rated vesting if the vesting date falls after the end of your statutory notice period, nor will you

be entitled to any compensation for lost vesting.

3.Foreign Asset/Account Reporting Information. Specified foreign property, including the PSUs,

Shares acquired under the 2011 Plan, and other rights to receive shares of a non-Canadian company held by a

Canadian resident generally must be reported annually on a Form T1135 (Foreign Income Verification

Statement) if the total cost of the specified foreign property exceeds C$100,000 at any time during the year.

Thus, the unvested portion of the PSUs must be reported – generally at a nil cost – if the C$100,000 cost

threshold is exceeded because you holds other specified foreign property. When Shares are acquired, their cost

generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily will equal the fair market value of

the Shares at the time of acquisition, but if you owns other Shares, the ACB may need to be averaged with the

ACB of the other Shares. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the 2011 Plan.

Exhibit 10(iii)

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

CHILE

1.Private Placement. The following provision shall replace Section 24 of the Terms

and Conditions:

The grant of the PSUs hereunder is not intended to be a public offering of securities in Chile but instead is

intended to be a private placement.

(a)The starting date of the offer will be the grant date, and this offer conforms to General

Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");

(b)The offer deals with securities not registered in the registry of securities or in the

registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight;

(c)The Company, as the issuer, is not obligated to provide public information in Chile

regarding the foreign securities, as such securities are not registered with the CMF; and

(d)The Shares, as foreign securities, shall not be subject to public offering as long as they are

not registered with the corresponding registry of securities in Chile.

(a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se acoge a la

norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");

(b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de valores

extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;

(c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de

entregar en chile información pública respecto de esos valores; y

(d)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro

de valores correspondiente.

2.Exchange Control Information. If your aggregate investments held outside of Chile (including the

value of Shares acquired under the 2011 Plan) are equal to or greater than USD5,000,000, you must provide the

Central Bank with updated information accumulated for a three-month period within 45 calendar days of March

31, June 30 and September 30 and within 60 calendar days of December 31. Annex 3.1 of Chapter XII of the

Foreign Exchange Regulations Manual must be used to file this report. You are not required to repatriate

funds obtained from the sale of Shares or the receipt of any dividends to Chile. However, if you decide to

repatriate such funds, you must do so through the Formal Exchange Market if the funds exceed USD10,000. In

such case, you must report the payment to a commercial bank or the registered foreign exchange office

receiving the funds. If you do not repatriate the funds and instead use such funds for the payment of other

obligations contemplated under a different Chapter of the Foreign Exchange Regulations, you must sign

Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the

Central Bank within the first 10 days of the month immediately following the transaction. You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations

you may have in connection with your participation in the 2011 Plan.

Exhibit 10(iii)

3.Foreign Asset/Account Reporting Information. The Chilean Internal Revenue Service (“CIRS”)

requires all taxpayers to provide information annually regarding: (a) any taxes paid abroad which they will use

as a credit against Chilean income taxes, and (b) the results of foreign investments. These annual reporting

obligations must be complied with by submitting a sworn statement setting forth this information before July 1

of each year. The sworn statement disclosing this information (or Formularios) must be submitted

electronically through the CIRS website, www.sii.cl, using Form 1929. You should consult with your personal

advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in connection

with your participation in the 2011 Plan.

CHINA

1.PSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic of

China ("PRC") national, the grant of the PSUs is conditioned upon the Company securing all necessary approvals

from the PRC State Administration of Foreign Exchange to permit the operation of the 2011 Plan and the

participation of PRC nationals employed by your Employer, as determined by the Company in its sole discretion.

2.Sale of Shares. Notwithstanding anything to the contrary in the 2011 Plan, upon any termination

of employment with your Employer, you shall be required to sell all Shares acquired under the 2011 Plan

within such time period as may be established by the PRC State Administration of Foreign

Exchange.

3.Exchange Control Restrictions. You acknowledge and agree that you will be required immediately

to repatriate to the PRC the proceeds from the sale of any Shares acquired under the 2011 Plan, as well as any

other cash amounts attributable to the Shares acquired under the 2011 Plan (collectively, "Cash Proceeds").

Further, you acknowledge and agree that the repatriation of the Cash Proceeds must be effected through a

special bank account established by your Employer, the Company or one of its Subsidiaries, and you hereby

consent and agree that the Cash Proceeds may be transferred to such account by the Company on your behalf

prior to being delivered to you. The Cash Proceeds may be paid to you in U.S. dollars or local currency at the

Company's discretion. If the Cash Proceeds are paid to you in U.S. dollars, you understand that a U.S. dollar bank

account must be established and maintained in China so that the proceeds may be deposited into such account.

Additionally, if the Company changes its Stock Plan Administrator, you acknowledge and agree that the

Company may transfer any Shares issued under the 2011 Plan to the new designated Stock Plan Administrator

if necessary for legal or administrative reasons. You agree to sign any documentation necessary to facilitate the

transfer. If the Cash Proceeds are paid to you in local currency, you acknowledge and agree that the Company is

under no obligation to secure any particular exchange conversion rate and that the Company may face delays in

converting the Cash Proceeds to local currency due to exchange control restrictions. You agree to bear any

currency fluctuation risk between the time the Shares are sold and the Cash Proceeds are converted into local

currency and distributed to you. You further agree to comply with any other requirements that may be imposed

by your Employer, the Company and its Subsidiaries in the future in order to facilitate compliance with

exchange control requirements in the PRC.

COLOMBIA

1.Nature of Grant. In addition to the provisions of Section 20 of the Terms and Conditions you

acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the 2011 Plan and related benefits do

not constitute a component of your "salary" for any legal purpose. Therefore, they will not be included and/or

considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations,

indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be

payable.

2.Securities Law Information. The Shares subject to the PSUs are not and will not be registered in

the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and therefore the

Shares may not be offered to the public in Colombia. Nothing in this document should be construed as the

making of a public offer of securities in Colombia.

3.Exchange Control Information. Investments in assets located outside Colombia (including Shares)

are subject to registration with the Central Bank (Banco de la República), as foreign investments held abroad,

regardless of value. In addition, all payments related to the liquidation of such investments must be transferred

through the Colombian foreign exchange market (e.g. local banks), which includes the obligation of correctly

completing and filing the appropriate foreign exchange form (declaración de cambio). You should consult

Exhibit 10(iii)

with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may

have in connection with your participation in the 2011 Plan.

4.Foreign Asset/Account Reporting Information. An annual informative return must be filed with

the Colombian Tax Office detailing any assets held abroad (including the Shares acquired under the 2011 Plan).

If the individual value of any of these assets exceeds a certain threshold, each asset must be described (e.g., its

nature and its value) and the jurisdiction in which it is located must be disclosed. You acknowledge that you

personally are responsible for complying with this tax reporting requirement. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

COSTA RICA

No country specific provisions.

DENMARK

1.Treatment of PSUs upon Termination of Employment. Notwithstanding any provision in the

Terms and Conditions or the 2011 Plan to the contrary, unless you are a member of registered management

who is not considered a salaried employee, the treatment of the PSUs upon a termination of employment which

is not a result of death shall be governed by Sections 4 and 5 of the Danish Act on Stock Option in Employment

Relations (the "Act"). You acknowledge any grant of PSUs under the 2011 Plan is subject to the rules of such Act.

However, if the provisions in the Terms and Conditions or the 2011 Plan governing the treatment of the PSUs

upon a termination of employment are more favorable, then the provisions of the Terms and Conditions or the

2011 Plan will govern, as set forth in the Employer Statement, included as Exhibit A to this Addendum, and

which is being provided to comply with the Act.

2.Foreign Asset/Account Reporting Information. Danish residents who establish an account

holding Shares or an account holding cash outside Denmark must report the account to the Danish Tax

Administration as part of their annual tax return under the section related to foreign affairs and income. The

form which should be used in this respect can be obtained from a local bank. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

FINLAND

1.Withholding of Tax-Related Items. Notwithstanding anything in Section 13 of the Terms and

Conditions to the contrary, if you are a local national of Finland, any Tax-Related Items shall be withheld only in

cash from your regular salary/wages or other amounts payable to you in cash or such other withholding

methods as may be permitted under the 2011 Plan and allowed under local law.

2.Foreign Asset/Account Reporting Information. Finland has not adopted any specific reporting

requirements with respect to foreign assets/accounts. However, you should check your pre-completed tax

return to confirm that the ownership of Shares and other securities (foreign or domestic) are correctly

reported. If you find any errors or omissions, you must make the necessary corrections electronically or by

sending specific paper forms to the local tax authorities. You should consult with your personal advisor(s)

regarding any personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

FRANCE

1.Non-Qualified Nature of PSUs. The Award granted pursuant to the Terms and Conditions is not

intended to be “French-qualified” and is ineligible for specific tax and/or social security treatment in France

under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the French Commercial

Code, as amended.

2.Exchange Control Information. The value of any cash or securities imported to or exported from

France without the use of a financial institution must be reported to the customs and excise authorities when

the value of such cash or securities is equal to or greater than a certain amount (€10,000). You should consult

with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you

may have in connection with your participation in the 2011 Plan.

Exhibit 10(iii)

3.Foreign Asset/Account Reporting Information. French residents must report annually any shares

and bank accounts held outside France, including the accounts that were opened, used and/or closed during the

tax year, to the French tax authorities, on an annual basis on a special Form N° 3916, together with your

personal income tax return. Failure to report triggers a significant penalty. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have in

connection with your participation in the 2011 Plan.

4.Use of English Language. By accepting your PSUs, you acknowledge and agree that it is your wish

that the Terms and Conditions, this Addendum, as well as all other documents, notices and legal proceedings

entered into, given or instituted pursuant to your PSUs, either directly or indirectly, be drawn up in English.

Langue anglaise. En acceptant l'allocation de vos PSUs, vous reconnaissez et acceptez avoir

souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres documents exécutés, avis

donnés et procédures judiciaires intentées, relatifs, directement ou indirectement, à l'allocation de vos

PSUs, soient rédigés en anglais.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

GERMANY

1.Exchange Control Information. Cross-border payments in excess of  a certain amount (currently

€50,000) (the “Threshold”) in connection with the 2011 Plan (e.g., proceeds from the sale of Shares acquired

under the 2011 Plan) and/or if the Company withholds or sells Shares with a value in excess of the Threshold

for any Tax-Related Items, must be reported to the German Federal Bank (Bundesbank) by the fifth day of the

month following the month in which the payment is received or made. If you acquire Shares with a value in

excess of the Threshold, the Employer will report the acquisition of such Shares to the German Federal Bank. If

you otherwise make or receive a payment in excess of the Threshold, you personally must report the payment

to the Bundesbank electronically using the “General Statistics Reporting Portal” (“Allgemeines Meldeportal

Statistik”) available via the Bundesbank’s website (www.bundesbank.de). You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. German residents must notify their local tax office

of the acquisition of Shares when they file their personal income tax returns for the relevant year if the value of

the Shares acquired exceeds €150,000 or in the unlikely event that the resident holds Shares exceeding 10% of

the Company’s total Shares outstanding. However, if the Shares are listed on a recognized U.S. stock exchange

and you own less than 1% of the total Shares, this requirement will not apply even if Shares with a value

exceeding €150,000 are acquired. You should consult with your personal advisor(s) regarding any personal

foreign asset/foreign account tax obligations you may have in connection with your participation in the 2011

Plan.

HONG KONG

1.Important Notice. Warning: The contents of the Terms and Conditions, this Addendum, the 2011

Plan, and all other materials pertaining to the PSUs and/or the 2011 Plan have not been reviewed by any

regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the offer

thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should obtain

independent professional advice.

Exhibit 10(iii)

2.Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6) months of the

grant date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-month

anniversary of the grant date.

3.Settlement in Shares. Notwithstanding anything to the contrary in this Addendum, the Terms and

Conditions or the 2011 Plan, the PSUs shall be settled only in Shares (and may not be settled in cash).

4.Nature of the 2011 Plan. The Company specifically intends that the 2011 Plan will not be treated

as an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance

("ORSO"). To the extent any court, tribunal or legal/regulatory body in Hong Kong determines that the 2011

Plan constitutes an occupational retirement scheme for the purposes of ORSO, the grant of the PSUs shall be null

and void.

INDIA

1.Exchange Control Information. Any funds realized in connection with the 2011 Plan (e.g.,

proceeds from the sale of Shares and cash dividends paid on the Shares) must be repatriated to India within a

specified period of time after receipt as prescribed under Indian exchange control laws.  You are personally

responsible for obtaining a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the

foreign currency and holding the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of

India or your Employer requests proof of repatriation.  You are personally responsible for complying with

exchange control laws in India, and neither the Company nor your Employer will be liable for any fines or

penalties resulting from your failure to comply with applicable laws.  You should consult with your personal

advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection

with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You are required to declare your foreign bank

accounts and any foreign financial assets (including Shares acquired under the 2011 Plan held outside India) in

your annual tax return. You should consult with your personal advisor(s) regarding any personal foreign asset/

foreign account tax obligations you may have in connection with your participation in the 2011 Plan.

IRELAND

1.Director Notification Obligations. If you are a director, shadow director or secretary of an Irish

subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital, you

are required to notify such Irish subsidiary in writing within a certain time period. upon the acquisition of PSUs

or any Shares issued pursuant to PSUs. This notification requirement also applies with respect to the interests in

the Company of your spouse or children under the age of 18 (whose interests will be attributed to you in your

capacity as a director, shadow director or secretary of the Irish subsidiary).

ITALY

1.Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal

year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are

required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during

which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply

to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering

provisions. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign

account tax obligations you may have in connection with your participation in the 2011 Plan.

2.Foreign Asset Tax. The value of any Shares (and other financial assets) held outside Italy by

individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be the fair

market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The value of financial

assets held abroad must be reported in Form RM of the annual return. You should consult your personal tax

advisor for additional information on the foreign asset tax.

JAPAN

1.Exchange Control Information. If you acquire Shares valued at more than ¥100,000,000 in a

single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank

of Japan within 20 days of the purchase of the Shares. You should consult with your personal advisor(s)

Exhibit 10(iii)

regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You will be required to report details of any assets

held outside Japan as of December 31st to the extent such assets have a total net fair market value exceeding

¥50,000,000. This report is due by March 15 each year. You should consult with your personal advisor(s)

regarding any personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

MEXICO

1.Commercial Relationship. You expressly recognize that your participation in the 2011 Plan and

the Company's grant of the PSUs does not constitute an employment relationship between you and the

Company. You have been granted the PSUs as a consequence of the commercial relationship between the

Company and the Subsidiary in Mexico that employs you, and the Company's Subsidiary in Mexico is your sole

employer. Based on the foregoing, (a) you expressly recognize the 2011 Plan and the benefits you may derive

from your participation in the 2011 Plan do not establish any rights between you and the Company's Subsidiary

in Mexico that employs you, (b) the 2011 Plan and the benefits you may derive from your participation in the

2011 Plan are not part of the employment conditions and/or benefits provided by the Company's Subsidiary in

Mexico that employs you, and (c) any modification or amendment of the 2011 Plan by the Company, or a

termination of the 2011 Plan by the Company, shall not constitute a change or impairment of the terms and

conditions of your employment with the Company's Subsidiary in Mexico that employs you.

2.Securities Law Information. You expressly recognize and acknowledge that the Company's grant

of PSUs and the underlying Shares under the 2011 Plan have not been registered with the National Register of

Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or

sold publicly in Mexico. In addition, the 2011 Plan, the Terms and Conditions and any other document relating

to the PSUs may not be publicly distributed in Mexico. These materials are addressed to you only because of

your existing relationship with the Company and these materials should not be reproduced or copied in any

form. The offer contained in these materials does not constitute a public offering of securities but rather

constitutes a private placement of securities addressed specifically to individuals who are present employees of

the Employer in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any

rights under such offering shall not be assigned or transferred.

3.Extraordinary Item of Compensation. You expressly recognize and acknowledge that your

participation in the 2011 Plan is a result of the discretionary and unilateral decision of the Company, as well as

your free and voluntary decision to participate in the 2011 Plan in accord with the terms and conditions of the

2011 Plan, the Terms and Conditions, and this Addendum. As such, you acknowledge and agree that the

Company may, in its sole discretion, amend and/or discontinue your participation in the 2011 Plan at any time

and without any liability. The value of the PSUs is an extraordinary item of compensation outside the scope of

your employment contract, if any. The PSUs are not part of your regular or expected compensation for purposes

of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards,

pension or retirement benefits, or any similar payments, which are the exclusive obligations of the Company's

Subsidiary in Mexico that employs you.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

Exhibit 10(iii)

NETHERLANDS

1.Waiver of Termination Rights. As a condition to the grant of the PSUs, you hereby waive any and

all rights to compensation or damages as a result of the termination of your employment with the Company and

your Employer for any reason whatsoever, insofar as those rights result or may result from (a) the loss or

diminution in value of such rights or entitlements under the 2011 Plan, or (b) you ceasing to have rights under

or ceasing to be entitled to any awards under the 2011 Plan as a result of such termination.

2.Tax Deferral Upon Retirement. Unless you otherwise elect by contacting Stryker no later than

APRIL 30, 2026, you hereby agree that upon Retirement eligibility, the PSUs shall not become taxable until the

date of settlement when Shares are actually delivered or otherwise made available.

NEW ZEALAND

1.WARNING. You are being offered PSUs to be settled in the form of shares of Stryker Corporation

common stock. If the Company runs into financial difficulties and is wound up, you may lose some or all your

investment. New Zealand law normally requires people who offer financial products to give information to

investors before they invest. This requires those offering financial products to have disclosed information that is

important for investors to make an informed decision. The usual rules do not apply to this offer because it is an

offer made under the Employee Share Scheme exemption. As a result, you may not be given all the information

usually required.  You will also have fewer other legal protections for this investment. You should ask questions,

read all documents carefully, and seek independent financial advice before accepting the offer. The Company's

Shares are currently traded on the New York Stock Exchange under the ticker symbol "SYK" and Shares

acquired under the 2011 Plan may be sold through this exchange. You may end up selling the Shares at a price

that is lower than the value of the Shares when you acquired them. The price will depend on the demand for the

Company's Shares. The Company's most recent annual report (which includes the Company's financial statements)

is available at [https://investors.stryker.com/financial-information/sec-filings/default.aspx]. You are entitled to

receive a copy of this report, free of charge, upon written request to the Company at

STOCKPLANADMINISTRATION@STRYKER.COM.

POLAND

1.Exchange Control Information. If you maintain bank or brokerage accounts holding cash and

foreign securities (including Shares) outside of Poland, you will be required to report information to the

National Bank of Poland on transactions and balances in such accounts if the value of such cash and securities

exceeds PLN 7 million. If required, such reports must be filed on special forms available on the website of the

National Bank of Poland. Further, any transfer of funds in excess of a certain threshold (generally, EUR 15,000)

into or out of Poland must be effected through a bank account in Poland. Finally, you are required to store all

documents connected with any foreign exchange transactions that you engage in for a period of five years, as

measured from the end of the year in which such transaction occurred. You should consult with your personal

advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection

with your participation in the 2011 Plan.

PORTUGAL

No country specific provisions.

PUERTO RICO

No country specific provisions.

ROMANIA

1.Exchange Control Information. You are not required to seek special authorization from the

National Bank of Romania in order to open or maintain a foreign bank account. However, if you remit foreign

currency into Romania (e.g., proceeds from the sale of Shares), you may be required to provide the Romanian

bank through which the foreign currency is transferred with appropriate documentation. You should consult

with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may

have in connection with your participation in the 2011 Plan.

Exhibit 10(iii)

RUSSIA

1.IMPORTANT EMPLOYEE NOTIFICATION. You may be required to repatriate certain cash amounts

received with respect to the PSUs to Russia as soon as you intend to use those cash amounts for any purpose,

including reinvestment. If the repatriation requirement applies, such funds must initially be credited to you

through a foreign currency account at an authorized bank in Russia. After the funds are initially received in

Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Under

the Directive N 5371-U of the Russian Central Bank (the "CBR"), the repatriation requirement may not apply in

certain cases with respect to cash amounts received in an account that is considered by the CBR to be a foreign

brokerage account. Statutory exceptions to the repatriation requirement also may apply. You should contact

your personal advisor to ensure compliance with the applicable exchange control requirements prior to vesting in

the PSUs and/or selling the Shares acquired pursuant to the PSUs.

2.SECURITIES LAW NOTIFICATION. The grant of PSUs and the issuance of Shares upon vesting are

not intended to be an offering of securities with the Russian Federation, and the Terms and Conditions, the

2011 Plan, this Addendum and all other materials that you receive in connection with the grant of PSUs and

your participation in the 2011 Plan (collectively, "Grant Materials") do not constitute advertising or a

solicitation within the Russian Federation. In connection with your grant of PSUs, the Company has not

submitted any registration statement, prospectus or other filing with the Russian Federal Bank or any other

governmental or regulatory body within the Russian Federation, and the Grant Materials expressly may not be

used, directly or indirectly, for the purpose of making a securities offering or public circulation of Shares within

the Russian Federation. Any Shares acquired under the 2011 Plan will be maintained on your behalf outside of

Russia. Moreover, you will not be permitted to sell or otherwise alienate any Shares directly to other Russian

legal entities or individuals.

3.EXCHANGE CONTROL NOTIFICATION. You are solely responsible for complying with applicable

Russian exchange control regulations. Since the exchange control regulations change frequently and without

notice, you should consult your legal advisor prior to the acquisition or sale of Shares under the 2011 Plan to

ensure compliance with current regulations. As noted, it is your personal responsibility to comply with Russian

exchange control laws, and neither the Company nor any Subsidiary will be liable for any fines or penalties

resulting from failure to comply with applicable laws.

4.ANTI-CORRUPTION NOTIFICATION. Anti-corruption laws prohibit certain public servants, their

spouses and their dependent children from owning any foreign source financial instruments (e.g., shares of

foreign companies such as the Company). Accordingly, you should inform the Company if you are covered by

these laws as this relates to your acquisition of Shares under the 2011 Plan.

SAUDI ARABIA

1.Securities Law Information. The Terms and Conditions and any other documents addressing the

PSUs may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the

Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.  The Capital

Market Authority does not make any representation as to the accuracy or completeness of this document, and

expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of

this document.  You should conduct your own due diligence on the accuracy of the information relating to the

PSUs and the underlying Shares. If you do not understand the contents of this document, you should consult an

authorized financial adviser.

SINGAPORE

1.Qualifying Person Exemption. The following provision shall replace Section 24 of the Terms and

Conditions:

The grant of the PSUs under the 2011 Plan is being made pursuant to the "Qualifying Person" exemption" under

section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). The 2011 Plan has not been

lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that, as a

result, the PSUs are subject to section 257 of the SFA and you will not be able to make (a) any subsequent sale of

the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the PSUs in Singapore,

unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other

than section 280) of the SFA (Chapter 289, 2006 Ed.).

Exhibit 10(iii)

2.Director Reporting Notification. If you are a director, associate director or shadow director of a

Singapore company, you are subject to certain notification requirements under the Singapore Companies Act.

Among these requirements is an obligation to notify the Singapore company in writing when you receive an

interest (e.g., PSUs or Shares) in the Company or any related company. In addition, you must notify the

Singapore company when you sell Shares (including when you sell Shares acquired at vesting of the PSUs).

These notifications must be made within two business days of acquiring or disposing of any interest in the

Company or any related company. In addition, a notification must be made of your interests in the Company or

any related company within two business days of becoming a director.

3.Insider Trading Notice. You acknowledge that you should be aware of the Singapore insider-

trading rules, which may impact your ability to acquire or dispose of Shares.  Under the Singapore insider-

trading rules, you are prohibited from selling Shares when you are in possession of information concerning the

Company which is not generally available and which you know or should know will have a material effect on the

price of such Shares once such information is generally available.

SOUTH AFRICA

1.Withholding Taxes. In addition to the provisions of Section 13 of the Terms and Conditions, you

agree to notify your Employer in South Africa of the amount of any gain realized upon vesting of the PSUs. If you

fail to advise your Employer of the gain realized upon vesting of the PSUs, you may be liable for a fine. You will

be responsible for paying any difference between the actual tax liability and the amount withheld.

2.Exchange Control Obligations. You are solely responsible for complying with applicable exchange

control regulations and rulings (the "Exchange Control Regulations") in South Africa. As the Exchange Control

Regulations change frequently and without notice, you should consult your legal advisor prior to the acquisition

or sale of Shares under the 2011 Plan to ensure compliance with current Exchange Control Regulations. Neither

the Company nor any of its Subsidiaries will be liable for any fines or penalties resulting from your failure to

comply with applicable laws. You should consult with your personal advisor(s) regarding any personal legal,

regulatory or foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

3.Securities Law Information and Deemed Acceptance of PSUs. Neither the PSUs nor the underlying

Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be

private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African

governmental authority. pursuant to Section 96 of the Companies Act, the PSU offer must be finalized on or

before the 60th day following the grant date. If you do not want to accept the PSUs, you are required to decline

the PSUs no later than the 60th day following the grant date. If you do not reject the PSUs on or before the 60th

day following the grant date, you will be deemed to accept the PSUs.

SOUTH KOREA

1.Exchange Control Information. Korean residents who sell Shares acquired under the 2011 Plan

and/or receive cash dividends on the Shares may have to file a report with a Korean foreign exchange bank,

provided the proceeds are in excess of USD5,000 (per transaction) and deposited into a non-Korean bank

account. A report may not be required if proceeds are deposited into a non-Korean brokerage account. It is your

responsibility to ensure compliance with any applicable exchange control reporting obligations.  You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations

you may have in connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial

accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and file a report with

respect to such accounts in June of the following year if the monthly balance of such accounts exceeds KRW 500

million (or an equivalent amount in foreign currency) on any month-end date during a calendar year. You

should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax

obligations you may have in connection with your participation in the 2011 Plan.

SPAIN

1.Acknowledgement of Discretionary Nature of the 2011 Plan; No Vested Rights. In accepting the

PSUs, you acknowledge that you consent to participation in the 2011 Plan and have received a copy of the 2011

Plan. You understand that the Company has unilaterally, gratuitously and in its sole discretion granted PSUs

under the 2011 Plan to individuals who may be employees of the Company or its Subsidiaries throughout the

Exhibit 10(iii)

world. The decision is a limited decision that is entered into upon the express assumption and condition that

any grant will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis.

Consequently, you understand that the PSUs are granted on the assumption and condition that the PSUs and the

Shares acquired upon vesting of the PSUs shall not become a part of any employment contract (either with the

Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes

(including severance compensation) or any other right whatsoever. In addition, you understand that this grant

would not be made to you but for the assumptions and conditions referenced above. Thus, you acknowledge

and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be

met for any reason, the PSUs shall be null and void.  You understand and agree that, as a condition of the grant

of the PSUs, any unvested PSUs as of the date you cease active employment will be forfeited without entitlement

to the underlying Shares or to any amount of indemnification in the event of the termination of employment by

reason of, but not limited to, (i) material modification of the terms of employment under Article 41 of the

Workers' Statute or (ii) relocation under Article 40 of the Workers' Statute. You acknowledge that you have

read and specifically accept the conditions referred to in the Terms and Conditions regarding the impact of a

termination of employment on your PSUs.

2.Exchange Control Information. If you hold 10% or more of the Share capital of the Company or

such other amount that would entitle you to join the Company's board of directors, the acquisition, ownership

and disposition of such Shares must be declared for statistical purposes to the Spanish Dirección General de

Comercio e Inversiones (the Bureau for Commerce and Investments), which is a department of the Ministry of

Economy and Competitiveness. The declaration (via Form 6) must be made in January for Shares acquired or

disposed of during the prior calendar year and/or for Shares owned as of December 31 of the prior calendar

year; provided, if the value of the Shares acquired or sold exceeds €1,502,530, the declaration must be filed

within one month of the acquisition or disposition of the Shares, as applicable. You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

3.Foreign Asset/Account Reporting Information. To the extent you hold rights or assets (e.g., cash

or the Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of

right or asset as of December 31 each year (or at any time during the year in which you sell or dispose of such

right or asset), you are required to report information on such rights and assets on your tax return for such

year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent

years if the value of any previously-reported rights or assets increases by more than €20,000 per type of right

or asset as of each subsequent December 31, or if you sell Shares or cancel bank accounts that were previously

reported. Failure to comply with this reporting requirement may result in penalties to the Spanish residents. In

addition, you may be required to electronically declare to the Bank of Spain any foreign accounts (including

brokerage accounts held abroad), any foreign instruments (including Shares acquired under the 2011 Plan), and

any transactions with non-Spanish residents (including any payments of Shares made pursuant to the 2011

Plan), depending on the balances in such accounts together with the value of such instruments as of December

31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year. You

should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax

obligations you may have in connection with your participation in the 2011 Plan.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE 2011

PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

Exhibit 10(iii)

SWITZERLAND

1.Securities Law Information. Neither this document nor any other materials relating to the PSUs

(a) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services

("FinSA") (b) may be publicly distributed or otherwise made publicly available in Switzerland to any person

other than an employee of the Company or (c) has been or will be filed with, approved or supervised by any

Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority, including the Swiss

Financial Market Supervisory Authority ("FINMA").

TAIWAN

1.Securities Law Notice. The offer of participation in the 2011 Plan is available only for employees

of the Company and its Subsidiaries. The offer of participation in the 2011 Plan is not a public offer of securities

by a Taiwanese company.

2.Exchange Control Information. You may acquire and remit foreign currency (including proceeds

from the sale of Shares acquired under the 2011 Plan) into Taiwan up to USD10,000,000 per year without

justification. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a

Foreign Exchange Transaction Form and also provide supporting documentation to the satisfaction of the

remitting bank. You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

THAILAND

1.Exchange Control Information. If you receive proceeds from the sale of Shares or cash dividends

in relation to the Shares in excess of USD1,000,000 in a single transaction, you must immediately repatriate the

funds to Thailand (or utilize such funds offshore for permissible purposes) and convert the funds to Thai Baht

within 360 days of repatriation or deposit the funds in an authorized foreign exchange account in Thailand. You

are also required to provide details of the transaction (i.e., identification information and purpose of the

transaction) to the receiving bank. If you do not repatriate such funds and utilizes them offshore for permissible

purposes (i.e., purposes not listed in the negative list prescribed by the Bank of Thailand), you must obtain a

waiver of the repatriation requirement from a commercial bank in Thailand by submitting an application and

supporting documents evidencing that such funds will be utilized offshore for permissible purposes. You should

consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange

obligations you may have in connection with your participation in the 2011 Plan.

TÜRKIYE

1.Securities Law Information. Under Turkish law, you are not permitted to sell any Shares acquired

under the 2011 Plan within Turkey. The Shares are currently traded on the New York Stock Exchange, which is

located outside of Turkey, under the ticker symbol "SYK" and the Shares may be sold through this exchange.

2.Financial Intermediary Obligation. You acknowledge that any activity related to investments in

foreign securities (e.g., the sale of Shares) should be conducted through a bank or financial intermediary

institution licensed by the Turkey Capital Markets Board and should be reported to the Turkish Capital Markets

Board. You solely are responsible for complying with this requirement and should consult with a personal legal

advisor for further information regarding any obligations in this respect.

UNITED ARAB EMIRATES

1.Securities Law Information. The offer of the PSUs is available only for select Employees of the

Company and its Subsidiaries and is in the nature of providing incentives in the United Arab Emirates. The 2011

Plan and the Terms and Conditions are intended for distribution only to such individuals and must not be

delivered to, or relied on by any other person.

Prospective purchasers of securities should conduct their own due diligence.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any

documents in connection with this statement, including the 2011 Plan and the Terms and Conditions, or any

other incidental communication materials distributed in connection with the PSUs. Further, neither the

Ministry of Economy nor the Dubai Department of Economic Development has approved this statement nor

Exhibit 10(iii)

taken steps to verify the information set out in it, and has no responsibility for it. Residents of the United Arab

Emirates who have any questions regarding the contents of the 2011 Plan and the Terms and Conditions should

obtain independent advice.

UNITED KINGDOM

1.Income Tax and Social Insurance Contribution Withholding. The following

provision shall supplement Section 13 of the Terms and Conditions:

Without limitation to Section 13 of the Terms and Conditions, you agree that you are liable for all Tax-

Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the Company,

your Employer or by HM Revenue and Customs ("HMRC") (or any other tax authority or any other relevant

authority). You also agree to indemnify and keep indemnified the Company and your Employer against any Tax-

Related Items that they are required to pay or withhold or have paid or will pay to HMRC on your behalf (or

any other tax authority or any other relevant authority).

2.Exclusion of Claim. You acknowledge and agree that you will have no entitlement to

compensation or damages in consequence of the termination of your employment with the Company and your

Employer for any reason whatsoever and whether or not in breach of contract, insofar as any purported claim

to such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in the

PSUs as a result of such termination of employment (whether the termination is in breach of contract or

otherwise), or from the loss or diminution in value of the PSUs. Upon the grant of the PSUs, you shall be deemed

irrevocably to have waived any such entitlement.

****************************

Exhibit 10(iii)

EXHIBIT A

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

EMPLOYER INFORMATION STATEMENT – DENMARK

PERFORMANCE STOCK UNIT GRANT

Pursuant to section 3(1) of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares etc. in

Employment Relationships (the "Stock Option Act"), Stryker Corporation (the “Company”) is providing

you with the following information regarding the Company’s performance stock unit ("PSU") grant in a

separate written statement. This statement contains only the information mentioned in the Stock Option

Act; the other terms and conditions of your PSU grant are described in detail in the Stryker Corporation

2011 Long-Term Incentive Plan, as Amended and Restated  (the "2011 Plan"), the Terms and Conditions

Related to Performance Stock Units Granted Pursuant to the 2011 Long-Term Incentive Plan (the “PSU

Agreement”) and the CEO Award Letter for the PSU grant, all of which have been provided to you.

IMPORTANT NOTE: The Stock Option Act only applies to PSUs granted under the 2011 Plan to employees

of the Company and its Subsidiaries, and does not apply to individuals, including managers, who are not

regarded as "employees" as defined under the Stock Option Act. If you are not an employee of the

Company or one of its Subsidiaries within the meaning of the Stock Option Act, this Employer

Information Statement shall not apply to you, you may not rely upon any of the information contained

herein and the provisions described herein shall be void and ineffective.

1.Date of Grant

The Grant Date of the PSU is the date that the Compensation and Human Capital Committee of the

Board of Directors (the “Committee”) approved a grant for you and determined it would be

effective.

2.Terms and Conditions of the Grant

The grant of PSU is made at the sole discretion of the Committee.  In its assessment, the

Committee has considered a number of factors in granting the PSUs to you, including (but not

limited to) the Company’s latest annual results, your personal performance and your value for the

future growth, development and operation of the Company.  Notwithstanding your personal

performance and the development of the Company, the Company may decide, in its sole

discretion, not to grant an PSU to you in the future.  Under the terms of the Plan and the

Agreement, you have no entitlement or claim to receive future PSU grants.

3.Vesting Dates and Exercise Period

Your PSU shall vest over a period of time (“vesting period”), provided you remain employed by or

in the service of the Company or a Subsidiary and any performance or other vesting conditions set

forth in the Plan and the Agreements are satisfied, unless the PSU are vested or terminated earlier

for the reasons set forth in the Plan and the Agreements and subject to Section 5 of this statement.

4.Exercise Price

For PSUs, you pay no monetary consideration to receive the PSU nor do you pay any price to

receive the shares of the Company’s common stock issued upon vesting.

Exhibit 10(iii)

5.Your Rights upon Termination

The treatment of your PSU awards upon termination of your employment will be determined in

accordance with the following unless the terms contained in the Agreement and in the 2011 Plan

are more favorable to you.

Your PSU will survive and will not be forfeited if your employment is terminated by your

employer for any reason other than your breach of contract (as determined under Danish law) or

summary dismissal. This means that you may be entitled to continue to vest in the award as if you

were still an employee in accordance with your Agreement and the 2011 Plan. Also, you may be

entitled to receive an additional PSU grant, proportionate to the length of your employment in the

accounting year in which your employment is terminated, to which you would have been entitled

according to agreement or custom had you still been employed at the end of the accounting year.

This provision will not apply if the termination is due to your breach of your employment contract

or in case of your justified summary dismissal, in which case the PSU will lapse to the extent the

PSU has not vested on the effective date of termination of your employment. Such lapse will take

place automatically without notice on the effective date of termination of your employment.

If you terminate your employment due to your employer's material breach (as determined under

Danish law), or if your employment terminates because you reach the age of retirement for

employees of your employer or because you are entitled to receive old-age pension from the

Danish state or your employer, the PSU award shall continue on unchanged terms as if you had

still been employed. Also, you may be entitled to receive an additional PSU grant, proportionate to

the length of your employment in the accounting year in which your employment is terminated, to

which you would have been entitled according to agreement or custom had you still been

employed at the end of the accounting year or at the date of grant.

If you terminate your employment for other reasons,  your PSU award will be forfeited as per the

effective date of termination of your employment unless otherwise set out in the terms of the

Agreement. In addition, you will be ineligible to receive any additional PSU grants after your

resignation.

6.Financial Aspects of Participating in the 2011 Plan

The PSU grant has no immediate financial consequences for you. The value of the PSU award will

not be taken into account when calculating holiday allowances, pension contributions or other

statutory consideration calculated on the basis of salary. The tax treatment of the PSU award

depends on a number of aspects and thus, you are encouraged to seek particular advice regarding

your tax position.

Shares of stock are financial instruments and investing in stock will always have financial risk.

The possibility of profit at the time of vesting will not only be dependent on the Company’s

financial development, but inter alia also on the general development of the stock market. In

addition, before or after you vest in your PSU award, the shares of Company stock could decrease

in value even below the price of such stock on the Date of Grant.

7.Other Issues

Apart from Clause 5 in this Statement (regarding your rights upon termination of employment),

this Statement does not intend to alter any provisions of the 2011 Plan or the Agreement (or any

related document), and the 2011 Plan and the Agreement (and any related document) shall

prevail in case of any ambiguities. However, your mandatory rights under the Stock Option Act

shall prevail in case of any ambiguities.

****

Exhibit 10(iii)

Plan Administrator

Stryker Corporation

Portage, Michigan USA

Exhibit 10(iii)

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, SOM REVIDERET OG GENFREMSAT

ARBEJDSGIVERERKLÆRING – DANMARK

TILDELING AF PRÆSTATIONSBEGRÆNSEDE AKTIEENHEDER

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret til aktier m.v. i ansættelsesforhold

("Aktieoptionsloven") giver Stryker Corporation ("Selskabet") dig hermed i en særskilt skriftlig

erklæring følgende oplysninger om Selskabets tildeling af PSU'er (Performance Stock Units) . Denne

erklæring indeholder kun de oplysninger, der er nævnt i Aktieoptionsloven. De øvrige vilkår og

betingelser for din PSU-tildeling er nærmere beskrevet i Selskabets 2011 Long-Term Incentive Plan, som

revideret og genfremsat  ("2011-Planen"), Terms and Conditions Related to Performance Stock Units

Granted Pursuant to the 2011 Long-Term Incentive Plan ("PSU-Aftalen) og CEO-tildelingsbrevene

vedrørende henholdsvis PSU-tildelingen, hvilke dokumenter alle er blevet udleveret til dig.

VIGTIGT: Aktieoptionsloven gælder kun for PSU'er, der i henhold til 2011-Planen er tildelt til

lønmodtagere i Selskabet og dets Datterselskaber, og gælder ikke for personer, herunder ledere, der ikke

anses for at være "lønmodtagere" som defineret i Aktieoptionsloven. Hvis du ikke er lønmodtager i

Selskabet eller i et af dets Datterselskaber i Aktieoptionslovens forstand, gælder denne

Arbejdsgivererklæring ikke for dig, hvorfor du ikke vil kunne henholde dig til nogen af oplysningerne

heri, og de heri anførte bestemmelser vil ikke have virkning.

1.Tidspunkt for tildeling

Tidspunktet for PSU-tildelingen er den dato, hvor det af Bestyrelsen nedsatte Udvalg for Vederlag

og Menneskelig Kapital ("Udvalget") godkendte tildelingen til dig og besluttede, at den skulle

træde i kraft.

2.Kriterier og betingelser for tildeling

PSU-tildelingen sker alene efter Udvalgets eget skøn.  Udvalget har i sin vurdering inddraget en

række faktorer i forbindelse med PSU-tildelingen til dig, herunder (men ikke begrænset til)

Selskabets seneste årsresultat, din personlige performance og din betydning for Selskabets

fremtidige vækst, udvikling og drift.  Uanset din personlige performance og Selskabets udvikling

kan Selskabet frit vælge ikke at tildele dig PSU'er fremover.  I henhold til bestemmelserne i Planen

og Aftalen har du ikke nogen ret til eller noget krav på fremover at modtage PSU-tildelinger.

3.Modningstidspunkter og udnyttelsesperiode

Din PSU modnes over en periode ("modningsperioden"), forudsat at du fortsat er ansat i eller

arbejder for Selskabet eller et Datterselskab, og forudsat at alle de i Planen og Aftalerne beskrevne

performance- og modningsbetingelser er opfyldt, medmindre PSU'en modnes eller bortfalder på

et tidligere tidspunkt som følge af de i Planen og Aftalerne anførte årsager og med forbehold for

pkt. 5 i denne erklæring.

4.Udnyttelseskurs

Hvad angår PSU'er, skal du ikke betale noget vederlag for at modtage PSU'en, ligesom du ikke skal

betale noget for at modtage de ordinære aktier i Selskabet, der udstedes ved modning.

5.Din retsstilling i forbindelse med fratræden

I forbindelse med din fratræden vil dine PSU-tildelinger blive behandlet som følger, medmindre

vilkårene i Aftalen og i 2011-Planen er mere fordelagtige for dig.

Exhibit 10(iii)

Din PSU bortfalder ikke, hvis din fratræden skyldes opsigelse fra din arbejdsgivers side,

medmindre der er tale om misligholdelse fra din side (som defineret i dansk ret) eller bortvisning.

Dette betyder, at du måske vil være berettiget til, at din PSU fortsat modnes i overensstemmelse

med din Aftale og 2011-Planen, som om du stadig var ansat. Endvidere vil du måske være

berettiget til at modtage en yderligere PSU-tildeling, som beregnes forholdsmæssigt i forhold til,

hvor længe du er ansat i det regnskabsår, hvori du fratræder, og som du ville have været

berettiget til i henhold til aftale eller sædvane, såfremt du stadig havde været ansat ved udgangen

af regnskabsåret. Denne bestemmelse gælder ikke, såfremt din fratræden skyldes opsigelse på

grund af din misligholdelse af ansættelseskontrakten eller berettiget bortvisning, i hvilket tilfælde

PSU'en bortfalder, i det omfang de ikke er modnet ved ansættelsesforholdets ophør. Bortfaldet

sker automatisk uden varsel ved ansættelsesforholdets ophør.

Hvis du fratræder din stilling som følge af væsentlig misligholdelse fra din arbejdsgivers side (som

defineret i dansk ret), eller hvis du fratræder, fordi du når pensionsalderen for lønmodtagere hos

din arbejdsgiver, eller fordi du har ret til at modtage alderspension fra den danske stat eller din

arbejdsgiver, vil din PSU-tildeling fortsætte på uændrede vilkår, som om du stadig var ansat.

Endvidere vil du måske være berettiget til at modtage en yderligere PSU-tildeling, som beregnes

forholdsmæssigt i forhold til, hvor længe du er ansat i det regnskabsår, hvori du fratræder, og som

du ville have været berettiget til i henhold til aftale eller sædvane, såfremt du stadig havde været

ansat ved udgangen af regnskabsåret eller på tildelingstidspunktet.

Hvis du fratræder din stilling af andre årsager, vil din PSU-tildeling bortfalde ved

ansættelsesforholdets ophør, medmindre andet fremgår af Aftalen. Endvidere vil du ikke være

berettiget til at få tildelt yderligere PSU'er efter din fratræden.

6.Økonomiske aspekter ved at deltage i 2011-Planen

PSU-tildelingen har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af PSU-

tildelingen indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige,

vederlagsafhængige ydelser. Den skattemæssige behandling af PSU-tildelingen afhænger af flere

forhold, og du opfordres derfor til at søge særskilt rådgivning vedrørende din skattemæssige

situation.

Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med en

økonomisk risiko. Muligheden for en gevinst på modningstidspunktet afhænger ikke alene af

Selskabets økonomiske udvikling, men også af bl.a. den generelle udvikling på aktiemarkedet.

Derudover kan værdien af Selskabets aktier både før og efter modningen af din PSU-tildeling falde

til en værdi, der måske endda ligger under kursen på tildelingstidspunktet.

7.Øvrige oplysninger

Med undtagelse af pkt. 5 i denne erklæring (vedrørende din retsstilling i forbindelse med

fratræden) har denne erklæring ikke til formål at ændre nogen af bestemmelserne i 2011-Planen

eller Aftalen (eller i tilhørende dokumenter), og 2011-Planen og Aftalen (og eventuelle tilhørende

dokumenter) har forrang i tilfælde af uoverensstemmelser. Dine ufravigelige rettigheder i

henhold til Aktieoptionsloven har dog forrang i tilfælde af uklarhed.

****

Planadministrator

Stryker Corporation

Portage, Michigan USA

Ex 10(iv) 2026 NORE RSU award letter and T&C Exhibit 10(iv)

Kevin A. Lobo

Chair and CEO

Personal and Confidential

February 4, 2026

First Name Last Name

Dear First Name,

I am pleased to inform you that you are one of a select group of individuals receiving a restricted stock units (RSUs)

award in 2026. We use these awards to reward performers who we believe will be key contributors to our growth well

into the future. The total Award Date Value (ADV) of your award is approximately USD $xx,xxx.

You are receiving xxx RSUs with respect to Common Stock of Stryker Corporation. Except as otherwise provided in

the Terms and Conditions, one-third of these RSUs will vest on March 21 of each of the three years beginning March

21, 2027.

You must “Accept” the award online via the UBS One Source web site located at www.ubs.com/onesource/

SYK between March 3 and March 31, 2026. The detailed terms of the RSUs are in the Terms and Conditions, any

applicable country addendum and the provisions of the Company's 2011 Long-Term Incentive Plan, as Amended and

Restated. Those documents, together with the related Prospectus, are available on the UBS One Source web site,

and you should read them before accepting the awards. In addition, you may be asked to sign the most recent version

of Stryker’s Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement (“Non-Compete

Agreement”) in connection with this award. If you are asked to sign the Non-Compete Agreement, it will be emailed to

you and you will be asked to sign the document electronically via Adobe Sign by March 31, 2026. The vesting of the

RSUs is conditioned on you having signed the Non-Compete Agreement by March 31, 2026, where permitted by

applicable law.

You can find additional educational materials on the UBS One Source web site in the Resources section, including RSU

brochure and RSU Tax Questions & Answers.

Sincerely,

Kevin A. Lobo

Chair and Chief Executive Officer

Exhibit 10(iv)

STRYKER CORPORATION

TERMS AND CONDITIONS

RELATING TO RESTRICTED STOCK UNITS GRANTED

PURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

1.The Restricted Stock Units ("RSUs") with respect to Common Stock of Stryker Corporation (the

"Company") granted to you during 2026 are subject to these Terms and Conditions Relating to Restricted Stock

Units Granted Pursuant to the 2011 Long-Term Incentive Plan, as Amended and Restated (the "Terms and

Conditions") and all of the terms and conditions of the Stryker Corporation 2011 Long- Term Incentive Plan, as

Amended and Restated (the "2011 Plan"), which is incorporated herein by reference. In the case of a conflict

between these Terms and Conditions and the terms of the 2011 Plan, the provisions of the 2011 Plan will

govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2011 Plan.

For purposes of these Terms and Conditions, "Employer" means the Company or any Subsidiary that employs

you on the applicable date, and "Stock Plan Administrator" means UBS Financial Services Inc. (or any other

independent service provider engaged by the Company to assist with the implementation, operation and

administration of the 2011 Plan).

2.Your right to receive the Shares issuable pursuant to the RSUs shall be only as follows:

(a)If you continue to be an Employee, you will receive the Shares underlying the RSUs that

have become vested as soon as administratively possible following the vesting date as set forth in the award

letter.

(b)If you cease to be an Employee by reason of Disability (as such term is defined in the 2011

Plan or determined under local law) or death prior to the date that your RSUs become fully vested, you or your

estate will become fully vested in your RSUs, and you, your legal representative or your estate will receive all of

the underlying Shares as soon as administratively practicable following your termination by Disability or

death.

(c)If you cease to be an Employee prior to the date that your RSUs become fully vested for

any reason other than those provided in (b), you shall cease vesting in your RSUs effective as of your

Termination Date. If you are resident or employed in the United States, "Termination Date" shall mean the last

day on which you are an Employee of your Employer. In conjunction with the foregoing and for the sake of

clarity, any period of services as an independent contractor following your Termination Date shall not extend

your employment period beyond your Termination Date, regardless of whether you are reclassified as a

common law employee. If you are resident or employed outside of the United States, "Termination Date" shall

mean the last day on which you are an Employee of your Employer, provided that (1) your notice period is 12

months or less, or (2) your employment ends less than 12 months after the date on which you signed your

termination agreement. Other than Section 16 officers (as defined below), if your notice period exceeds 12

months, then "Termination Date" will be 12 months after the date on which notice was given, whether it be by

you or your Employer. If your employment ends more than 12 months after you signed your termination

agreement, then “Termination Date” will be 12 months after the date on which you signed your termination

agreement. If you are an officer of the Company and in such capacity are subject to reporting under Section 16

of the U.S. Securities Exchange Act of 1934 (a “Section 16 officer”) on the date on which notice was given,

"Termination Date" shall mean the last day on which you are an Employee of your Employer.

(d)Notwithstanding the foregoing, the Company may, in its sole discretion, settle your RSUs

in the form of: (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law,

(2) would require you, the Company and/or your Employer to obtain the approval of any governmental and/or

regulatory body in your country of residence (and country of employment, if different), or (3) is

administratively burdensome; or (ii) Shares, but require you to immediately sell such Shares (in which case, the

Company shall have the authority to issue sales instructions in relation to such Shares on your behalf).

3.The number of Shares subject to the RSUs shall be subject to adjustment and the vesting dates

hereof may be accelerated as follows:

(a)In the event that the Shares, as presently constituted, shall be changed into or exchanged

for a different number or kind of shares of stock or other securities of the Company or of another corporation

(whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares,

Exhibit 10(iv)

or otherwise) or if the number of such Shares shall be increased through the payment of a stock dividend or a

dividend on the Shares of rights or warrants to purchase securities of the Company shall be made, then there

shall be substituted for or added to each Share theretofore subject to the RSUs the number and kind of shares of

stock or other securities into which each outstanding Share shall be so changed, or for which each such Share

shall be exchanged, or to which each such Share shall be entitled. The other terms of the RSUs shall also be

appropriately amended as may be necessary to reflect the foregoing events. In the event there shall be any

other change in the number or kind of the outstanding Shares, or of any stock or other securities into which

such Shares shall have been exchanged, then if the Committee shall, in its sole discretion, determine that such

change equitably requires an adjustment in the RSUs, such adjustment shall be made in accordance with such

determination.

(b)Fractional Shares resulting from any adjustment in the RSUs may be settled in cash or

otherwise as the Committee shall determine, in its sole discretion. Notice of any adjustment will be given to you

and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes hereof.

(c)The Committee shall have the power to amend the RSUs to permit the immediate vesting

of the RSUs (and to terminate any unvested RSUs) and the distribution of the underlying Shares prior to the

effectiveness of (i) any disposition of substantially all of the assets of the Company or your Employer, (ii) the

shutdown, discontinuance of operations or dissolution of the Company or your Employer, or (iii) the merger or

consolidation of the Company or your Employer with or into any other unrelated corporation.

4.If you are resident and/or employed outside of the United States, you agree, as a condition of the

grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under the 2011

Plan (including, but not limited to, dividends, dividend equivalents and any proceeds derived from the sale of

the Shares acquired pursuant to the RSUs) if required by and in accordance with local foreign exchange rules

and regulations in your country of residence (and country of employment, if different). In addition, you also

agree to take any and all actions, and consent to any and all actions taken by the Company and its Subsidiaries,

as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations

in your country of residence (and country of employment, if different). Finally, you agree to take any and all

actions as may be required to comply with your personal legal and tax obligations under local laws, rules and

regulations in your country of residence (and country of employment, if different).

5.If you are resident and/or employed in a country that is a member of the European Union, the

grant of the RSUs and these Terms and Conditions are intended to comply with the age discrimination

provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the "Age

Discrimination Rules"). To the extent that a court or tribunal of competent jurisdiction determines that any

provision of these Terms and Conditions is invalid or unenforceable, in whole or in part, under the Age

Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike

such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted

under local law.

6.Regardless of any action the Company and/or your Employer take with respect to any or all

income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax,

payment on account or other tax-related withholding ("Tax-Related Items"), you acknowledge that the ultimate

liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company

and your Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related

Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the

subsequent sale of any Shares acquired pursuant to the RSUs and the receipt of any dividends or dividend

equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or

eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one

country between the grant date and the date of any relevant taxable or tax withholding event, as applicable, you

acknowledge that your Employer (or former employer, as applicable) may be required to withhold or account

for Tax-Related Items in more than one country.

In connection with any taxable event, if your country of residence (and/or your country of employment,

if different) requires withholding of Tax-Related Items, the Company shall withhold a number of whole Shares

that have an aggregate Fair Market Value that the Company, taking into account local requirements and

administrative issues, determines in its sole discretion is appropriate to cover withholding for Tax-Related

Items with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the obligation

to withhold the Tax-Related Items. In cases where the Fair Market Value of the number of whole Shares

Exhibit 10(iv)

withheld is greater than the amount required to be paid to the relevant government authorities with respect to

withholding for Tax-Related Items, the Company shall make a cash payment to you equal to the difference as

soon as administratively practicable. In the event that withholding in Shares is prohibited or problematic under

applicable law or otherwise may trigger adverse consequences to the Company or your Employer, your

Employer shall withhold the Tax-Related Items required to be withheld with respect to the Shares in cash from

your regular salary and/or wages or other amounts payable to you. In the event the withholding requirements

are not satisfied through the withholding of Shares or through your regular salary and/or wages or any other

amounts payable to you by your Employer, no Shares will be issued to you (or your estate) unless and until

satisfactory arrangements (as determined by the Board of Directors) have been made by you with respect to

the payment of any Tax-Related Items that the Company or your Employer determines, in its sole discretion,

should be withheld or collected with respect to such RSUs. By accepting these RSUs, you expressly consent to

the withholding of Shares and/or withholding from your regular salary and/or wages or other amounts payable

to you as provided for hereunder. All other Tax- Related Items related to the RSUs and any Shares delivered in

payment thereof are your sole responsibility.

7.The RSUs are intended to be exempt from the requirements of Code Section 409A. The 2011 Plan

and these Terms and Conditions shall be administered and interpreted in a manner consistent with this intent.

If the Company determines that these Terms and Conditions are subject to Code Section 409A and that it has

failed to comply with the requirements of that Section, the Company may, at the Company's sole discretion and

without your consent, amend these Terms and Conditions to cause them to comply with Code Section 409A or

be exempt from Code Section 409A.

8.If you were required to sign the "Stryker Confidentiality, Intellectual Property, Non-Competition

and Non-Solicitation Agreement" or a similar agreement in order to receive the RSUs or have previously signed

such an agreement and you breach any non-competition, non-solicitation or nondisclosure provision or

provision as to ownership of inventions contained therein at any time while employed by the Company or a

Subsidiary, or during the one-year period following termination of employment, any unvested RSUs shall be

rescinded and you shall return to the Company all Shares that were acquired upon vesting of the RSUs that you

have not disposed of. Further, you shall pay to the Company an amount equal to the profit realized by you (if

any) on all Shares that were acquired upon vesting of the RSUs that you have disposed of. For purposes of the

preceding sentence, the profit shall be the Fair Market Value of the Shares at the time of disposition.

9.The RSUs shall be transferable only by will or the laws of descent and distribution. If you purport

to make any transfer of the RSUs, except as aforesaid, the RSUs and all rights thereunder shall terminate

immediately.

10.The RSUs shall not be vested in whole or in part, and the Company shall not be obligated to issue

any Shares subject to the RSUs, if such issuance would, in the opinion of counsel for the Company, violate the

Securities Act of 1933 or any other U.S. federal, state or non-U.S. statute having similar requirements as it may

be in effect at the time. The RSUs are subject to the further requirement that, if at any time the Board of

Directors shall determine in its discretion that the listing or qualification of the Shares subject to the RSUs

under any securities exchange requirements or under any applicable law, or the consent or approval of any

governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of

Shares pursuant to the RSUs, the RSUs may not be vested in whole or in part unless such listing, qualification,

consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of

Directors.

11.The grant of the RSUs shall not confer upon you any right to continue in the employ of your

Employer nor limit in any way the right of your Employer to terminate your employment at any time. You shall

have no rights as a shareholder of the Company with respect to any Shares issuable upon the vesting of the

RSUs until the date of issuance of such Shares.

12.You acknowledge and agree that the 2011 Plan is discretionary in nature and may be amended,

cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the RSUs under the

2011 Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or

any other award under the 2011 Plan or other benefits in lieu thereof in the future. Future grants, if any, will be

at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the

number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination

of the 2011 Plan shall not constitute a change or impairment of the terms and conditions of your employment

with your Employer.

Exhibit 10(iv)

13.Your participation in the 2011 Plan is voluntary. The value of the RSUs and any other awards

granted under the 2011 Plan is an extraordinary item of compensation outside the scope of your employment

(and your employment contract, if any). Any grant under the 2011 Plan, including the grant of the RSUs, is not

part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy,

end of service payments, holiday pay, bonuses, long-service awards, pension, or retirement benefits or similar

payments.

14.The RSUs are granted solely by the Company.  Your Employer and any other Subsidiary are not a

party to these Terms and Conditions, and any rights you may have under these Terms and Conditions may be

raised only against the Company (and may not be raised against your Employer or any other Subsidiary).

15.These Terms and Conditions shall bind and inure to the benefit of the Company, its successors

and assigns and you and your estate in the event of your death.

16.The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants RSUs

under the 2011 Plan to employees of the Company and Subsidiaries in its sole discretion. In conjunction with

the Company's grant of the RSUs under the 2011 Plan and its ongoing administration of such awards, the

Company is providing the following information about its data collection, processing and transfer practices

("Personal Data Activities"). In accepting the grant of the RSUs, you expressly and explicitly consent to the

Personal Data Activities as described herein.

(a)The Company collects, processes and uses your personal data, including your name, home

address, email address, and telephone number, date of birth, social insurance number or other identification

number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all RSUs or

any other equity compensation awards granted, canceled, exercised, vested, or outstanding in your favor, which

the Company receives from you or your Employer. In granting the RSUs under the 2011 Plan, the Company will

collect your personal data for purposes of allocating Shares and implementing, administering and managing the

2011 Plan. The Company's legal basis for the collection, processing and usage of your personal data is your

consent.

(b)The Company transfers your personal data to the Stock Plan Administrator. In the future,

the Company may select a different Stock Plan Administrator and share your personal data with another

company that serves in a similar manner, including, but not limited to, the Company's outside legal counsel as

well as the Company’s auditor. The Stock Plan Administrator will open an account for you, if an account is not

already in place, to receive and trade Shares acquired under the 2011 Plan You will be asked to agree on

separate terms and data processing practices with the Stock Plan Administrator, which is a condition to your

ability to participate in the 2011 Plan.

(c)The Company and the Stock Plan Administrator are based in the United States. You

should note that your country of residence may have enacted data privacy laws that are different from the

United States. The Company's legal basis for the transfer of your personal data to the United States is your

consent.

(d)Your participation in the 2011 Plan and your grant of consent is purely voluntary. You

may deny or withdraw your consent at any time. If you do not consent, or if you withdraw your consent, you

may be unable to participate in the 2011 Plan. This would not affect your existing employment or salary;

instead, you merely may forfeit the opportunities associated with the 2011 Plan.

(e)You may have a number of rights under the data privacy laws in your country of

residence. For example, your rights may include the right to (i) request access or copies of personal data the

Company processes, (ii) request rectification of incorrect data, (iii) request deletion of data, (iv) place

restrictions on processing, (v) lodge complaints with competent authorities in your country or residence, and/

or (vi) request a list with the names and addresses of any potential recipients of your personal data. To receive

clarification regarding your rights or to exercise your rights, you should contact your local HR manager or the

Company's Human Resources Department.

17.The grant of the RSUs is not intended to be a public offering of securities in your country of

residence (and country of employment, if different). The Company has not submitted any registration

statement, prospectus or other filing(s) with the local securities authorities (unless otherwise required under

local law). No employee of the Company is permitted to advise you on whether you should acquire

Shares under the 2011 Plan or provide you with any legal, tax or financial advice with respect to the

Exhibit 10(iv)

grant of the RSUs. The acquisition of Shares involves certain risks, and you should carefully consider all

risk factors and tax considerations relevant to the acquisition of Shares under the 2011 Plan or the

disposition of them. Further, you should carefully review all of the materials related to the RSUs and the

2011 Plan, and you should consult with your personal legal, tax and financial advisors for professional

advice in relation to your personal circumstances.

18.All questions concerning the construction, validity and interpretation of the RSUs and the 2011

Plan shall be governed and construed according to the laws of the state of Michigan, without regard to the

application of the conflicts of laws provisions thereof. Any disputes regarding the RSUs or the 2011 Plan shall

be brought only in the state or federal courts of the state of Michigan.

19.The Company may, in its sole discretion, decide to deliver any documents related to the RSUs or

other awards granted to you under the 2011 Plan by electronic means. You hereby consent to receive such

documents by electronic delivery and agree to participate in the 2011 Plan through an online or electronic

system established and maintained by the Company or a third party designated by the Company.

20.The invalidity or unenforceability of any provision of the 2011 Plan or these Terms and

Conditions shall not affect the validity or enforceability of any other provision of the 2011 Plan or these Terms

and Conditions.

21.If you are resident outside of the United States, you acknowledge and agree that it is your express

intent that these Terms and Conditions, the 2011 Plan and all other documents, notices and legal proceedings

entered into, given or instituted pursuant to the RSUs be drawn up in English. If you have received these Terms

and Conditions, the 2011 Plan or any other documents related to the RSUs translated into a language other

than English and the meaning of the translated version is different than the English version, the English version

will control.

22.You acknowledge that, depending on your or your broker's country of residence or where the

Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws which may affect

your ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs) or rights linked

to the value of Shares during such times you are considered to have "inside information" regarding the

Company as defined in the laws or regulations in your country of employment (and country of residence, if

different). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you

placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the

inside information to any third party (other than on a "need to know" basis) and (ii) "tipping" third parties or

causing them otherwise to buy or sell securities. Third parties include fellow employees. Any restrictions under

these laws or regulations are separate from and in addition to any restrictions that may be imposed under any

applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any

restrictions and are advised to speak to your personal advisor on this matter.

23.Notwithstanding any provisions of these Terms and Conditions to the contrary, the RSUs shall be

subject to any special terms and conditions for your country of residence (and country of employment, if

different) set forth in an addendum to these Terms and Conditions (an "Addendum"). Further, if you transfer

your residence and/or employment to another country reflected in an Addendum to these Terms and

Conditions at the time of transfer, the special terms and conditions for such country will apply to you to the

extent the Company determines, in its sole discretion, that the application of such special terms and conditions

is necessary or advisable in order to comply with local law, rules and regulations, or to facilitate the operation

and administration of the award and the 2011 Plan (or the Company may establish alternative terms and

conditions as may be necessary or advisable to accommodate your transfer). In all circumstances, any

applicable Addendum shall constitute part of these Terms and Conditions.

24.The Company reserves the right to impose other requirements on the RSUs, any Shares acquired

pursuant to the RSUs and your participation in the 2011 Plan to the extent the Company determines, in its sole

discretion, that such other requirements are necessary or advisable in order to comply with local law, rules and

regulations, or to facilitate the operation and administration of the award and the 2011 Plan. Such

requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that

may be necessary to accomplish the foregoing.

25.This Section 25 applies only to those persons whom the Company's Recoupment Policy

applies (the corporate officers elected by the Company's Board of Directors other than Assistant

Controllers, Assistant Secretaries and Assistant Treasurers). Notwithstanding any other provision of these

Exhibit 10(iv)

Terms and Conditions to the contrary, you acknowledge and agree that your RSUs, any Shares acquired

pursuant thereto and/or any amount received with respect to any sale of such Shares are subject to potential

cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company's

Recoupment Policy as in effect on the date of grant (a copy of which has been furnished to you) and as the

Recoupment Policy may be amended from time to time in order to comply with changes in laws, rules or

regulations that are applicable to such RSUs and Shares. You agree and consent to the Company's application,

implementation and enforcement of (a) the Recoupment Policy and (b) any provision of applicable law relating

to cancellation, recoupment, rescission or payback of compensation and expressly agree that the Company may

take such actions as are necessary to effectuate the Recoupment Policy (as applicable to you) or applicable law

without further consent or action being required by you. For purposes of the foregoing, you expressly and

explicitly authorize the Company to issue instructions, on your behalf, to the Stock Plan Administrator and any

other third party administrator engaged by the Company to hold your Shares and other amounts acquired

under the 2011 Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the

Company. In the case of a conflict between these Terms and Conditions and the Recoupment Policy, the terms

of the Recoupment Policy shall prevail.

26.This Section 26 applies only to those persons whom the Company's clawback policy

applies. Notwithstanding anything in these Terms and Conditions to the contrary, the RSUs evidenced by these

Terms and Conditions may be subject to (i) recoupment in accordance with or in order to comply with the

terms and provisions of the Company's clawback policy, as may be in effect from time to time (including, but

not limited to, the Mandatory Clawback Policy), to the extent such policies are applicable to you and (ii) any

other compensation recovery policy adopted after the RSUs are granted to facilitate compliance with applicable

law, including in response to the requirements of Section 10D of the Exchange Act, the U.S. Securities and

Exchange Commission’s final rules thereunder, and any applicable listing rules or other rules and regulations

implementing the foregoing.

27.By accepting the grant of the RSUs, you acknowledge that you have read these Terms and

Conditions, the Addendum to these Terms and Conditions (as applicable) and the 2011 Plan and

specifically accept and agree to the provisions therein.

***********************

Exhibit 10(iv)

STRYKER CORPORATION

ADDENDUM TO

TERMS AND CONDITIONS

RELATING TO RESTRICTED STOCK UNITS GRANTED

PURSUANT TO THE 2011 PLAN, AS AMENDED AND RESTATED

In addition to the terms of the 2011 Plan and the Terms and Conditions, the RSUs are subject to the

following additional terms and conditions (the "Addendum"). The information reflected in this

Addendum is based on the securities, exchange control and other laws in effect in the respective

countries as of November 2025 All capitalized terms as contained in this Addendum shall have the

same meaning as set forth in the 2011 Plan and the Terms and Conditions. Pursuant to Section 23 of the

Terms and Conditions, if you transfer your residence and/or employment to another country reflected in

an Addendum at the time of transfer, the special terms and conditions for such country will apply to you

to the extent the Company determines, in its sole discretion, that the application of such terms and

conditions is necessary or advisable in order to comply with local law, rules and regulations, or to

facilitate the operation and administration of the award and the 2011 Plan (or the Company may

establish alternative terms and conditions as may be necessary or advisable to accommodate your

transfer).

Data Privacy Information: European Union ("EU") / European Economic Area ("EEA") /

Switzerland and the United Kingdom*

*The following information is for data privacy purposes only and you should determine whether any

other special terms and conditions apply to your awards in these jurisdictions.

1.Data Privacy. If you reside and/or you are employed in the EU / EEA, Switzerland or

the United Kingdom the following provision replaces Section 16 of the Terms and Conditions:

The Company is located at 1941 Stryker Way, Portage, Michigan 49002, U.S.A. and grants RSUs under the

2011 Plan to employees of the Company and its Subsidiaries in its sole discretion. You should review the

following information about the Company's data processing practices.

(a)Data Collection, Processing and Usage. Pursuant to applicable data protection laws,

you are hereby notified that the Company collects, processes and uses certain personally identifiable

information about you for the legitimate interest of implementing, administering and managing the 2011

Plan and generally administering equity awards; specifically, including your name, home address, email

address and telephone number, date of birth, social insurance number or other identification number,

salary, citizenship, job title, any Shares or directorships held in the Company, and details of all options or

any other awards granted, canceled, exercised, vested, or outstanding in your favor, which the Company

receives from you or your Employer. In granting the RSUs under the 2011 Plan, the Company will collect

your personal data for purposes of allocating Shares and implementing, administering and managing the

2011 Plan. The Company's collection, processing, use and transfer of your personal data is necessary for

the performance of the Company's contractual obligations under the 2011 Plan and pursuant to the

Company's legitimate interest of managing and generally administering employee equity awards. Your

refusal to provide personal data would make it impossible for the Company to perform its contractual

obligations and may affect your ability to participate in the 2011 Plan. As such, by participating in the

2011 Plan, you voluntarily acknowledge the collection, processing and use of your personal data as

described herein.

(b)Stock Plan Administration Service Provider. The Company transfers participant

data to the Stock Plan Administrator. In the future, the Company may select a different Stock Plan

Administrator and share your data with another company that serves in a similar manner, including, but

not limited to, the Company's outside legal counsel as well as the Company’s auditor. The Stock Plan

Exhibit 10(iv)

Administrator will open an account for you, if an account is not already in place, to receive and trade

Shares acquired under the 2011 Plan. You will be asked to agree on separate terms and data processing

practices with the Stock Plan Administrator, which is a condition to your ability to participate in the 2011

Plan.

(c)International Data Transfers. The Company and the Stock Plan Administrator are

based in the United States. The Company can only meet its contractual obligations to you if your personal

data is transferred to the United States. The Company's legal basis for the transfer of your personal data

to the United States is to satisfy its contractual obligations to you and/or its use of the standard data

protection clauses adopted by the EU Commission.

(d)Data Retention. The Company will use your personal data only as long as is

necessary to implement, administer and manage your participation in the 2011 Plan or as required to

comply with legal or regulatory obligations, including under tax and security laws. When the Company

no longer needs your personal data, the Company will remove it from its systems. If the Company keeps

your data longer, it would be to satisfy legal or regulatory obligations and the Company's legal basis

would be for compliance with relevant laws or regulations.

(e)Data Subject Rights. You may have a number of rights under data privacy laws in

your country of residence. For example, your rights may include the right to (i) request access or copies

of personal data the Company processes, (ii) request rectification of incorrect data, (iii) request deletion

of data, (iv) place restrictions on processing, (v) lodge complaints with competent authorities in your

country of residence, and/or (vi) request a list with the names and addresses of any potential recipients

of your personal data. To receive clarification regarding your rights or to exercise your rights, you should

contact your local HR manager or the Company's Human Resources Department.

ARGENTINA

1.Securities Law Information. Neither the RSUs nor the underlying Shares offered hereby

have been or will be publicly issued, placed, distributed, offered or registered in the Argentine capital

markets, and as result, have not been and will not be registered with the Argentine Securities

Commission (Comisión Nacional de Valores, "CNV"). Neither this nor any other offering material related

to the offering of the RSUs or the underlying Shares may be utilized in connection with any general

offering to the public within Argentina. Any Argentine resident who acquires the Shares will do so under

their own responsibility under the terms of a private offering to them from outside of Argentina. Under

certain circumstances, any Argentine resident who acquires the Shares may not transfer such Shares to

any other person within six (6) months as from its acquisition date.

2.Nature of Grant.  The following provision supplements Section 13 of the Terms and

Conditions:

You acknowledge and agree that the grant of RSUs is made by the Company in its sole discretion and that

the value of the RSUs or any Shares issued upon vesting of the RSUs shall not constitute salary or wages

from the Company or the Employer for any purpose under Argentine labor law, including, but not limited

to, the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth-month

salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii)

any termination or severance indemnities or similar payments.

In addition, you acknowledge and agree that if, notwithstanding the foregoing, any benefits under the

2011 Plan are considered for purposes of calculating any termination or severance indemnities under

Argentine labor law, such benefits shall not accrue more frequently than on an annual basis.

3.Language Consent. By accepting the RSUs, you acknowledge that you are proficient in

reading and understanding English and fully understands the terms of the documents related to the RSUs

(the Terms and Conditions, this Addendum and the 2011 Plan), which were provided in the English

language. You accept the terms of these documents accordingly.

Exhibit 10(iv)

Consentimiento lingüístico. Al aceptar las RSU, usted reconoce que domina la lectura y la

comprensión del inglés y comprende plenamente los términos de los documentos relacionados con las RSU

(los Términos y condiciones, este Anexo y el Plan 2011), que se proporcionaron en inglés. Usted acepta los

términos de estos documentos en consecuencia.

AUSTRALIA

1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are (a) a director of a

Subsidiary incorporated in Australia, or (b) a person who is a management-level executive of a

Subsidiary incorporated in Australia and who also is a director of a Subsidiary incorporated outside of

Australia, the grant of the RSUs is conditioned upon satisfaction of the shareholder approval provisions

of section 200B of the Corporations Act 2001 (Cth) in Australia.

2.Securities Law Information. This grant of RSUs is being made under Division 1A Part 7.12

of the Australian Corporations Act 2001 (Cth). If Shares acquired under the 2011 Plan are offered for sale

to a person or entity resident in Australia, your offer may be subject to disclosure requirements under

Australian law. You should obtain legal advice on any disclosure obligations prior to making any such

offer.

3.Tax Notification.  The 2011 Plan is a plan to which Subdivision 83A-C of the Income Tax

Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

4.Exchange Control Information. Exchange control reporting is required for cash

transactions exceeding AUD 10,000 and international fund transfers. The Australian bank assisting with

the transaction will file the report. If there is no Australian bank involved in the transfer, you personally

will be required to file the report. You should consult with your personal advisor(s) regarding any

personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

AUSTRIA

1.Exchange Control Information. If you hold Shares obtained under the 2011 Plan or cash

(including proceeds from the sale of Shares) outside Austria, you may be required to submit quarterly

reports to the Austrian National Bank. An exemption applies if the value of the Shares held outside

Austria of any quarter does not exceed a certain threshold (currently €5,000,000). The deadline for filing

the quarterly report is the 15th of the month following the end of the respective quarter.  When the

Shares are sold, you may be required to comply with certain exchange control obligations if the cash

proceeds from the sale is held outside Austria, as a separate reporting requirement applies to any non-

Austrian cash accounts. If the transaction volume of all of your cash accounts abroad exceeds a certain

threshold (currently €10,000,000), the movements and the balance of all accounts must be reported

monthly, as of the last day of the month, on or before the 15th day of the following month, on the

prescribed forms.  The thresholds described above may be subject to change. You should consult with

your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you

may have in connection with your participation in the 2011 Plan.

BELGIUM

1.Foreign Asset/Account Reporting Information. Belgian residents are required to report

any security (e.g, Shares acquired under the 2011 Plan) or bank account established outside of Belgium

on their personal annual tax return. In a separate report, Belgian residents also are required to provide a

central contact point of the National Bank of Belgium with the account number of those foreign bank

accounts, the name of the bank with which the accounts were opened and the country in which they were

opened in a separate report. This report, as well as additional information on how to complete it, can be

found on the website of the National Bank of Belgium, www.nbb.be, under the Kredietcentrales /

Centrales des credits caption. You should consult with your personal advisor(s) regarding any personal

Exhibit 10(iv)

foreign asset/foreign account tax obligations you may have in connection with your participation in the

2011 Plan.

2.Stock Exchange Tax Information. A stock exchange tax applies to transactions executed by

Belgian residents through a non-Belgian financial intermediary, such as a U.S. broker. The stock

exchange tax will apply when Shares acquired pursuant to the RSUs are sold. You should consult with a

personal tax or financial advisor for additional details on your obligations with respect to the stock

exchange tax.

3.Annual Securities Account Tax. An annual securities accounts tax may be payable if the

total value of securities held in a Belgian or foreign securities account (e.g., Shares acquired under the

2011 Plan) exceeds a certain threshold on four reference dates within the relevant reporting period (i.e.,

December 31, March 31, June 30 and September 30). In such case, the tax will be due on the value of the

qualifying securities held in such account. You should consult with a personal tax or financial advisor for

additional details on your obligations with respect to the annual securities account tax.

BRAZIL

1.Labor Law Acknowledgment. By accepting the RSUs, you acknowledge and agree, for all

legal purposes, that (a) the benefits provided under the Terms and Conditions and the 2011 Plan are the

result of commercial transactions unrelated to your employment; (b) the Terms and Conditions and the

2011 Plan are not a part of the terms and conditions of your employment; and (c) the income from the

RSUs, if any, is not part of your remuneration from employment.

2.Compliance with Law. By accepting the RSUs, you acknowledge and agree to comply with

applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs,

the issuance and/or sale of Shares acquired under the 2011 Plan and the receipt of any dividends.

3.Exchange Control Information. If you are resident or domiciled in Brazil, you will be

required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank

of Brazil if the aggregate value of such assets and rights is greater than USD1 million as of December 31

of each year. If the aggregate value exceeds USD100 million as of the end of each quarter, a

declaration must be submitted quarterly. Assets and rights that must be reported include Shares

acquired under the 2011 Plan. You should consult with your personal advisor(s) regarding any

personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

4.Tax on Financial Transaction (IOF). Repatriation of funds (e.g., the proceeds from the sale

of Shares) into Brazil and the conversion of USD into BRL associated with such fund transfers may be

subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax

on Financial Transactions arising from your participation in the 2011 Plan. You should consult with your

personal tax advisor for additional details.

CANADA

1.Settlement in Shares. Notwithstanding anything to the contrary in the Terms and

Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled in cash).

2.Termination of Employment. The following supplements Section 2(b) of the Terms and

Conditions as well as any other section required to give effect to the same:

Except as explicitly and minimally required under applicable legislation, in the event of your termination

of employment for any reason (other than by reason of death or Disability), either by you or by the

Employer, with or without cause, your rights to vest or to continue to vest in the RSUs and receive Shares

under the 2011 Plan, if any, will terminate as of the actual Termination Date. For this purpose, the

Exhibit 10(iv)

"Termination Date" shall mean the last day on which you are actively employed by the Employer, and

shall not include or be extended by any period following such day during which you are in receipt of or

eligible to receive any notice of termination, pay in lieu of notice of termination, severance pay or any

other payments or damages, whether arising under statute, contract or at common law.

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires

continued entitlement to vesting during a statutory notice period, your right to vest in the RSUs under

the 2011 Plan, if any, will terminate effective as of the last day of your minimum statutory notice period,

but you will not earn or be entitled to pro-rated vesting if the vesting date falls after the end of your

statutory notice period, nor will you be entitled to any compensation for lost vesting.

3.Foreign Asset/Account Reporting Information. Specified foreign property, including the

RSUs, Shares acquired under the 2011 Plan, and other rights to receive shares of a non-Canadian

company held by a Canadian resident generally must be reported annually on a Form T1135 (Foreign

Income Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at

any time during the year. Thus, the unvested portion of the RSUs must be reported – generally at a nil

cost – if the C$100,000 cost threshold is exceeded because you holds other specified foreign property.

When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB

ordinarily will equal the fair market value of the Shares at the time of acquisition, but if you owns other

Shares, the ACB may need to be averaged with the ACB of the other Shares. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have

in connection with your participation in the 2011 Plan.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE

2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

CHILE

1.Private Placement. The following provision shall replace Section 17 of the Terms

and Conditions:

The grant of the RSUs hereunder is not intended to be a public offering of securities in Chile but instead is

intended to be a private placement.

(a)The starting date of the offer will be the grant date, and this offer conforms to

General Ruling no. 336 of the Chilean Commission for the Financial Markets ("CMF");

(b)The offer deals with securities not registered in the registry of securities or in

the registry of foreign securities of the CMF, and therefore such securities are not subject to its oversight;

(c)The Company, as the issuer, is not obligated to provide public information in

Chile regarding the foreign securities, as such securities are not registered with the CMF; and

(d)The Shares, as foreign securities, shall not be subject to public offering as long as

they are not registered with the corresponding registry of securities in Chile.

Exhibit 10(iv)

(a)La fecha de inicio de la oferta será el de la fecha de otorgamiento y esta oferta se

acoge a la norma de Carácter General n° 336 de la Comisión para el Mercado Financiero Chilena ("CMF");

(b)La oferta versa sobre valores no inscritos en el registro de valores o en el registro de

valores extranjeros que lleva la CMF, por lo que tales valores no están sujetos a la fiscalización de ésta;

(c)Por tratar de valores no inscritos no existe la obligación por parte del emisor de

entregar en chile información pública respecto de esos valores; y

(d)Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el

registro de valores correspondiente.

2.Exchange Control Information. If your aggregate investments held outside of Chile

(including the value of Shares acquired under the 2011 Plan) are equal to or greater than USD5,000,000,

you must provide the Central Bank with updated information accumulated for a three-month period

within 45 calendar days of March 31, June 30 and September 30 and within 60 calendar days of

December 31. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations Manual must be used to

file this report. You are not required to repatriate funds obtained from the sale of Shares or the

receipt of any dividends to Chile. However, if you decide to repatriate such funds, you must do so

through the Formal Exchange Market if the funds exceed USD10,000. In such case, you must report

the payment to a commercial bank or the registered foreign exchange office receiving the funds. If

you do not repatriate the funds and instead use such funds for the payment of other obligations

contemplated under a different Chapter of the Foreign Exchange Regulations, you must sign Annex

1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the

Central Bank within the first 10 days of the month immediately following the transaction. You

should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

3.Foreign Asset/Account Reporting Information. The Chilean Internal Revenue Service

(“CIRS”) requires all taxpayers to provide information annually regarding: (a) any taxes paid abroad

which they will use as a credit against Chilean income taxes, and (b) the results of foreign investments.

These annual reporting obligations must be complied with by submitting a sworn statement setting forth

this information before July 1 of each year. The sworn statement disclosing this information (or

Formularios) must be submitted electronically through the CIRS website, www.sii.cl, using Form 1929.

You should consult with your personal advisor(s) regarding any personal foreign asset/foreign account

tax obligations you may have in connection with your participation in the 2011 Plan.

CHINA

1.RSUs Conditioned on Satisfaction of Regulatory Obligations. If you are a People's Republic

of China ("PRC") national, the grant of the RSUs is conditioned upon the Company securing all necessary

approvals from the PRC State Administration of Foreign Exchange to permit the operation of the 2011

Plan and the participation of PRC nationals employed by your Employer, as determined by the Company

in its sole discretion.

2.Sale of Shares. Notwithstanding anything to the contrary in the 2011 Plan, upon any

termination of employment with your Employer, you shall be required to sell all Shares acquired under

the 2011 Plan within such time period as may be established by the PRC State

Administration of Foreign Exchange.

3.Exchange Control Restrictions. You acknowledge and agree that you will be required

immediately to repatriate to the PRC the proceeds from the sale of any Shares acquired under the 2011

Plan, as well as any other cash amounts attributable to the Shares acquired under the 2011 Plan

(collectively, "Cash Proceeds"). Further, you acknowledge and agree that the repatriation of the Cash

Proceeds must be effected through a special bank account established by your Employer, the Company or

Exhibit 10(iv)

one of its Subsidiaries, and you hereby consent and agree that the Cash Proceeds may be transferred to

such account by the Company on your behalf prior to being delivered to you. The Cash Proceeds may be

paid to you in U.S. dollars or local currency at the Company's discretion. If the Cash Proceeds are paid to

you in U.S. dollars, you understand that a U.S. dollar bank account must be established and maintained in

China so that the proceeds may be deposited into such account. Additionally, if the Company changes its

Stock Plan Administrator, you acknowledge and agree that the Company may transfer any Shares issued

under the 2011 Plan to the new designated Stock Plan Administrator if necessary for legal or

administrative reasons. You agree to sign any documentation necessary to facilitate the transfer. If the

Cash Proceeds are paid to you in local currency, you acknowledge and agree that the Company is under

no obligation to secure any particular exchange conversion rate and that the Company may face delays in

converting the Cash Proceeds to local currency due to exchange control restrictions. You agree to bear

any currency fluctuation risk between the time the Shares are sold and the Cash Proceeds are converted

into local currency and distributed to you. You further agree to comply with any other requirements that

may be imposed by your Employer, the Company and its Subsidiaries in the future in order to facilitate

compliance with exchange control requirements in the PRC.

COLOMBIA

1.Nature of Grant. In addition to the provisions of Section 13 of the Terms and Conditions

you acknowledge that, pursuant to Article 128 of the Colombian Labor Code, the 2011 Plan and related

benefits do not constitute a component of your "salary" for any legal purpose. Therefore, they will not be

included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe

benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-

related amount which may be payable.

2.Securities Law Information. The Shares subject to the RSUs are not and will not be

registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y

Emisores) and therefore the Shares may not be offered to the public in Colombia. Nothing in this

document should be construed as the making of a public offer of securities in Colombia.

3.Exchange Control Information. Investments in assets located outside Colombia (including

Shares) are subject to registration with the Central Bank (Banco de la República), as foreign investments

held abroad, regardless of value. In addition, all payments related to the liquidation of such investments

must be transferred through the Colombian foreign exchange market (e.g. local banks), which includes

the obligation of correctly completing and filing the appropriate foreign exchange form (declaración

de cambio). You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

4.Foreign Asset/Account Reporting Information. An annual informative return must be filed

with the Colombian Tax Office detailing any assets held abroad (including the Shares acquired under the

2011 Plan). If the individual value of any of these assets exceeds a certain threshold, each asset must be

described (e.g., its nature and its value) and the jurisdiction in which it is located must be disclosed. You

acknowledge that you personally are responsible for complying with this tax reporting requirement. You

should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax

obligations you may have in connection with your participation in the 2011 Plan.

COSTA RICA

No country specific provisions.

DENMARK

1.Treatment of RSUs upon Termination of Employment. Notwithstanding any provision in

the Terms and Conditions or the 2011 Plan to the contrary, unless you are a member of registered

management who is not considered a salaried employee, the treatment of the RSUs upon a termination of

Exhibit 10(iv)

employment which is not a result of death shall be governed by Sections 4 and 5 of the Danish Act on

Stock Option in Employment Relations (the "Act"). You acknowledge any grant of RSUs under the 2011

Plan is subject to the rules of such amended Act. However, if the provisions in the Terms and Conditions

or the 2011 Plan governing the treatment of the RSUs upon a termination of employment are more

favorable, then the provisions of the Terms and Conditions or the 2011 Plan will govern, as set forth in

the Employer Statement, included as Exhibit A to this Addendum, and which is being provided to comply

with the Act.

2.Foreign Asset/Account Reporting Information. Danish residents who establish an account

holding Shares or an account holding cash outside Denmark must report the account to the Danish Tax

Administration as part of their annual tax return under the section related to foreign affairs and income.

The form which should be used in this respect can be obtained from a local bank. You should consult

with your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you

may have in connection with your participation in the 2011 Plan.

FINLAND

1.Withholding of Tax-Related Items. Notwithstanding anything in Section 6 of the Terms and

Conditions to the contrary, if you are a local national of Finland, any Tax-Related Items shall be withheld

only in cash from your regular salary/wages or other amounts payable to you in cash or such other

withholding methods as may be permitted under the 2011 Plan and allowed under local law.

2.Foreign Asset/Account Reporting Information. Finland has not adopted any specific

reporting requirements with respect to foreign assets/accounts. However, you should check your pre-

completed tax return to confirm that the ownership of Shares and other securities (foreign or domestic)

are correctly reported. If you find any errors or omissions, you must make the necessary corrections

electronically or by sending specific paper forms to the local tax authorities. You should consult with

your personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may

have in connection with your participation in the 2011 Plan.

FRANCE

1.Non-Qualified Nature of RSUs. The Award granted pursuant to the Terms and Conditions

is not intended to be “French-qualified” and is ineligible for specific tax and/or social security treatment

in France under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 to L. 22-10-60 of the

French Commercial Code, as amended.

2.Exchange Control Information. The value of any cash or securities imported to or exported

from France without the use of a financial institution must be reported to the customs and excise

authorities when the value of such cash or securities is equal to or greater than a certain amount

(currently €10,000). You should consult with your personal advisor(s) regarding any personal legal,

regulatory or foreign exchange obligations you may have in connection with your participation in the

2011 Plan.

3.Foreign Asset/Account Reporting Information. French residents must report annually any

shares and bank accounts held outside France, including the accounts that were opened, used and/or

closed during the tax year, to the French tax authorities, on an annual basis on a special Form N° 3916,

together with your personal income tax return. Failure to report triggers a significant penalty. You

should consult with your personal advisor(s) regarding any personal foreign asset/foreign account tax

obligations you may have in connection with your participation in the 2011 Plan.

4.Use of English Language. By accepting your RSUs, you acknowledge and agree that it is

your wish that the Terms and Conditions, this Addendum, as well as all other documents, notices and

legal proceedings entered into, given or instituted pursuant to your RSUs, either directly or indirectly, be

drawn up in English.

Exhibit 10(iv)

Langue anglaise. En acceptant l'allocation de vos RSUs, vous reconnaissez et acceptez avoir

souhaité que le Termes et Conditions, le présent avenant, ainsi que tous autres documents

exécutés, avis donnés et procédures judiciaires intentées, relatifs, directement ou indirectement,

à l'allocation de vos RSUs, soient rédigés en anglais.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE

2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

GERMANY

1.Exchange Control Information. Cross-border payments in excess of a certain amount

(currently €50,000)(the “Threshold”) in connection with the 2011 Plan (e.g., proceeds from the sale of

Shares acquired under the 2011 Plan) and/or if the Company withholds or sells Shares with a value in

excess of the Threshold for any Tax-Related Items, must be reported to the German Federal Bank

(Bundesbank) by the fifth day of the month following the month in which the payment is received or

made. If you acquire Shares with a value in excess of a certain amount, the Employer will report the

acquisition of such Shares to the German Federal Bank. If you otherwise make or receive a payment in

excess of the Threshold, you personally must report the payment to the Bundesbank electronically using

the “General Statistics Reporting Portal” (“Allgemeines Meldeportal Statistik”) available via the

Bundesbank’s website (www.bundesbank.de). You should consult with your personal advisor(s)

regarding any personal legal, regulatory or foreign exchange obligations you may have in connection

with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. German residents must notify their local

tax office of the acquisition of Shares when they file their personal income tax returns for the relevant

year if the value of the Shares acquired exceeds €150,000 or in the unlikely event that the resident holds

Shares exceeding 10% of the Company’s total Shares outstanding. However, if the Shares are listed on a

recognized U.S. stock exchange and you own less than 1% of the total Shares, this requirement will not

apply even if Shares with a value exceeding €150,000 are acquired. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have

in connection with your participation in the 2011 Plan.

HONG KONG

1.Important Notice. Warning: The contents of the Terms and Conditions, this Addendum, the

2011 Plan, and all other materials pertaining to the RSUs and/or the 2011 Plan have not been reviewed

by any regulatory authority in Hong Kong. You are hereby advised to exercise caution in relation to the

offer thereunder. If you have any doubts about any of the contents of the aforesaid materials, you should

obtain independent professional advice.

Exhibit 10(iv)

2.Lapse of Restrictions. If, for any reason, Shares are issued to you within six (6) months of

the grant date, you agree that you will not sell or otherwise dispose of any such Shares prior to the six-

month anniversary of the grant date.

3.Settlement in Shares. Notwithstanding anything to the contrary in this Addendum, the

Terms and Conditions or the 2011 Plan, the RSUs shall be settled only in Shares (and may not be settled

in cash).

4.Nature of the 2011 Plan. The Company specifically intends that the 2011 Plan will not be

treated as an occupational retirement scheme for purposes of the Occupational Retirement Schemes

Ordinance ("ORSO"). To the extent any court, tribunal or legal/regulatory body in Hong Kong

determines that the 2011 Plan constitutes an occupational retirement scheme for the purposes of ORSO,

the grant of the RSUs shall be null and void.

INDIA

1.Exchange Control Information. Any funds realized in connection with the 2011 Plan (e.g.,

proceeds from the sale of Shares and cash dividends paid on the Shares) must be repatriated to India

within a specified period of time after receipt as prescribed under Indian exchange control laws.  You are

personally responsible for obtaining a foreign inward remittance certificate (“FIRC”) from the bank

where you deposit the foreign currency and holding the FIRC as evidence of the repatriation of funds in

the event the Reserve Bank of India or your Employer requests proof of repatriation.  You are personally

responsible for complying with exchange control laws in India, and neither the Company nor your

Employer will be liable for any fines or penalties resulting from your failure to comply with applicable

laws.  You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You are required to declare your foreign

bank accounts and any foreign financial assets (including Shares acquired under the 2011 Plan held

outside India) in your annual tax return. You should consult with your personal advisor(s) regarding any

personal foreign asset/foreign account tax obligations you may have in connection with your

participation in the 2011 Plan.

IRELAND

1.Director Notification Obligations. If you are a director, shadow director or secretary of an

Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share

capital, you are required to notify such Irish subsidiary in writing within a certain time period. upon the

acquisition of RSUs or any Shares issued pursuant to RSUs. This notification requirement also applies

with respect to the interests in the Company of your spouse or children under the age of 18 (whose

interests will be attributed to you in your capacity as a director, shadow director or secretary of the Irish

subsidiary).

ISRAEL

1.Tax Information. The Company obtained a tax ruling from the Israeli Tax Authority (“ITA”)

on 30 April 2024 which determined that the taxable event for the RSUs granted to employees in Israel

will be upon the vesting of the RSUs and the issuance of the Shares (the “Tax Ruling”). You may review a

copy of the Tax Ruling by contacting stockplanadministration@stryker.com. By accepting the RSUs, you

acknowledge and declare that you are aware of the Tax Ruling specifying that the RSUs will be subject to

income tax and social insurance contributions at vesting/settlement of the RSUs and at which time tax

withholding will be required. The payment of any tax due upon sale of any Shares is your personal

liability. Furthermore, the Tax Ruling determined that if you choose not to sell the Shares acquired upon

vesting/settlement of the RSUs immediately following issuance of such Shares, you will have to transfer

your Shares, within 10 calendar days of the date such Shares are deposited into your brokerage account

Exhibit 10(iv)

with the Stock Plan Administrator, to a personal brokerage account in Israel. Pursuant to the Tax Ruling,

you are not permitted to hold the Shares in your brokerage account with the Stock Plan Administrator.

Notwithstanding the aforesaid, you acknowledge and declare that you are aware, accept and will have no

claims or arguments towards the Company if it applies for and/or will apply for any other or additional

tax rulings with the ITA with respect to the Israeli tax treatment of the RSUs, including the RSUs that

were granted and/or the RSUs that may be granted in the future, or if it decides not to do so.

2.Securities Law Information. The grant of the RSUs pursuant to the 2011 Plan does not

constitute a public offering under the Securities Law, 1968.

ITALY

1.Foreign Asset/Account Reporting Information. Italian residents who, at any time during

the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income

taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW

Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These

reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial

assets under Italian money laundering provisions. You should consult with your personal advisor(s)

regarding any personal foreign asset/foreign account tax obligations you may have in connection with

your participation in the 2011 Plan.

2.Foreign Asset Tax. The value of any Shares (and other financial assets) held outside Italy

by individuals resident of Italy may be subject to a foreign asset tax. The taxable amount will be

the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. The

value of financial assets held abroad must be reported in Form RM of the annual return. You should

consult your personal tax advisor for additional information on the foreign asset tax.

JAPAN

1.Exchange Control Information. If you acquire Shares valued at more than ¥100,000,000 in

a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through

the Bank of Japan within 20 days of the purchase of the Shares. You should consult with your personal

advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in

connection with your participation in the 2011 Plan.

2.Foreign Asset/Account Reporting Information. You will be required to report details of

any assets held outside Japan as of December 31st to the extent such assets have a total net fair market

value exceeding ¥50,000,000. This report is due by March 15 each year. You should consult with your

personal advisor(s) regarding any personal foreign asset/foreign account tax obligations you may have

in connection with your participation in the 2011 Plan.

MEXICO

1.Commercial Relationship. You expressly recognize that your participation in the 2011 Plan

and the Company's grant of the RSUs does not constitute an employment relationship between you and

the Company. You have been granted the RSUs as a consequence of the commercial relationship between

the Company and the Subsidiary in Mexico that employs you, and the Company's Subsidiary in Mexico is

your sole employer. Based on the foregoing, (a) you expressly recognize the 2011 Plan and the benefits

you may derive from your participation in the 2011 Plan do not establish any rights between you and the

Company's Subsidiary in Mexico that employs you, (b) the 2011 Plan and the benefits you may derive

from your participation in the 2011 Plan are not part of the employment conditions and/or benefits

provided by the Company's Subsidiary in Mexico that employs you, and (c) any modification or

amendment of the 2011 Plan by the Company, or a termination of the 2011 Plan by the Company, shall

not constitute a change or impairment of the terms and conditions of your employment with the

Company's Subsidiary in Mexico that employs you.

Exhibit 10(iv)

2.Securities Law Information. You expressly recognize and acknowledge that the Company's

grant of RSUs and the underlying Shares under the 2011 Plan have not been registered with the National

Register of Securities maintained by the Mexican National Banking and Securities Commission and

cannot be offered or sold publicly in Mexico. In addition, the 2011 Plan, the Terms and Conditions and

any other document relating to the RSUs may not be publicly distributed in Mexico. These materials are

addressed to you only because of your existing relationship with the Company and these materials

should not be reproduced or copied in any form. The offer contained in these materials does not

constitute a public offering of securities but rather constitutes a private placement of securities

addressed specifically to individuals who are present employees of the Employer in Mexico made in

accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering

shall not be assigned or transferred.

3.Extraordinary Item of Compensation. You expressly recognize and acknowledge that your

participation in the 2011 Plan is a result of the discretionary and unilateral decision of the Company, as

well as your free and voluntary decision to participate in the 2011 Plan in accord with the terms and

conditions of the 2011 Plan, the Terms and Conditions, and this Addendum. As such, you acknowledge

and agree that the Company may, in its sole discretion, amend and/or discontinue your participation in

the 2011 Plan at any time and without any liability. The value of the RSUs is an extraordinary item of

compensation outside the scope of your employment contract, if any. The RSUs are not part of your

regular or expected compensation for purposes of calculating any severance, resignation, redundancy,

end of service payments, bonuses, long-service awards, pension or retirement benefits, or any similar

payments, which are the exclusive obligations of the Company's Subsidiary in Mexico that employs you.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE

2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

NETHERLANDS

1.Waiver of Termination Rights. As a condition to the grant of the RSUs, you hereby waive

any and all rights to compensation or damages as a result of the termination of your employment with

the Company and your Employer for any reason whatsoever, insofar as those rights result or may result

from (a) the loss or diminution in value of such rights or entitlements under the 2011 Plan, or (b) you

ceasing to have rights under or ceasing to be entitled to any awards under the 2011 Plan as a result of

such termination.

NEW ZEALAND

1.WARNING. You are being offered RSUs to be settled in the form of shares of Stryker

Corporation common stock. If the Company runs into financial difficulties and is wound up, you may lose

some or all your investment. New Zealand law normally requires people who offer financial products to

give information to investors before they invest. This requires those offering financial products to have

disclosed information that is important for investors to make an informed decision. The usual rules do

Exhibit 10(iv)

not apply to this offer because it is an offer made under the Employee Share Scheme exemption. As a

result, you may not be given all the information usually required.  You will also have fewer other legal

protections for this investment. You should ask questions, read all documents carefully, and seek

independent financial advice before accepting the offer. The Company's Shares are currently traded on

the New York Stock Exchange under the ticker symbol "SYK" and Shares acquired under the 2011 Plan

may be sold through this exchange. You may end up selling the Shares at a price that is lower than the

value of the Shares when you acquired them. The price will depend on the demand for the Company's

Shares. The Company's most recent annual report (which includes the Company's financial statements) is

available at [https://investors.stryker.com/financial-information/sec-filings/default.aspx]. You are entitled

to receive a copy of this report, free of charge, upon written request to the Company at

STOCKPLANADMINISTRATION@STRYKER.COM.

POLAND

1.Exchange Control Information. If you maintain bank or brokerage accounts holding cash

and foreign securities (including Shares) outside of Poland, you will be required to report information to

the National Bank of Poland on transactions and balances in such accounts if the value of such cash and

securities exceeds PLN 7 million. If required, such reports must be filed on special forms available on the

website of the National Bank of Poland. Further, any transfer of funds in excess of a certain threshold

(generally, EUR 15,000) into or out of Poland must be effected through a bank account in Poland. Finally,

you are required to store all documents connected with any foreign exchange transactions that you

engage in for a period of five years, as measured from the end of the year in which such transaction

occurred. You should consult with your personal advisor(s) regarding any personal legal, regulatory or

foreign exchange obligations you may have in connection with your participation in the 2011 Plan.

PORTUGAL

No country specific provisions.

PUERTO RICO

No country specific provisions.

ROMANIA

1.Exchange Control Information. You are not required to seek special authorization from the

National Bank of Romania in order to open or maintain a foreign bank account. However, if you remit

foreign currency into Romania (e.g., proceeds from the sale of Shares), you may be required to provide

the Romanian bank through which the foreign currency is transferred with appropriate documentation.

You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign

exchange obligations you may have in connection with your participation in the 2011 Plan.

RUSSIA

1.IMPORTANT EMPLOYEE NOTIFICATION. You may be required to repatriate certain cash

amounts received with respect to the RSUs to Russia as soon as you intend to use those cash amounts for

any purpose, including reinvestment. If the repatriation requirement applies, such funds must initially be

credited to you through a foreign currency account at an authorized bank in Russia. After the funds are

initially received in Russia, they may be further remitted to foreign banks in accordance with Russian

exchange control laws. Under the Directive N 5371-U of the Russian Central Bank (the "CBR"), the

repatriation requirement may not apply in certain cases with respect to cash amounts received in an

account that is considered by the CBR to be a foreign brokerage account. Statutory exceptions to the

repatriation requirement also may apply. You should contact your personal advisor to ensure compliance

with the applicable exchange control requirements prior to vesting in the RSUs and/or selling the Shares

acquired pursuant to the RSUs.

Exhibit 10(iv)

2.SECURITIES LAW NOTIFICATION. The grant of RSUs and the issuance of Shares upon

vesting are not intended to be an offering of securities with the Russian Federation, and the Terms and

Conditions, the 2011 Plan, this Addendum and all other materials that you receive in connection with the

grant of RSUs and your participation in the 2011 Plan (collectively, "Grant Materials") do not constitute

advertising or a solicitation within the Russian Federation. In connection with your grant of RSUs, the

Company has not submitted any registration statement, prospectus or other filing with the Russian

Federal Bank or any other governmental or regulatory body within the Russian Federation, and the

Grant Materials expressly may not be used, directly or indirectly, for the purpose of making a securities

offering or public circulation of Shares within the Russian Federation. Any Shares acquired under the

2011 Plan will be maintained on your behalf outside of Russia. Moreover, you will not be permitted to

sell or otherwise alienate any Shares directly to other Russian legal entities or individuals.

3.EXCHANGE CONTROL NOTIFICATION. You are solely responsible for complying with

applicable Russian exchange control regulations. Since the exchange control regulations change

frequently and without notice, you should consult your legal advisor prior to the acquisition or sale of

Shares under the 2011 Plan to ensure compliance with current regulations. As noted, it is your personal

responsibility to comply with Russian exchange control laws, and neither the Company nor any

Subsidiary will be liable for any fines or penalties resulting from failure to comply with applicable laws.

4.ANTI-CORRUPTION NOTIFICATION. Anti-corruption laws prohibit certain public servants,

their spouses and their dependent children from owning any foreign source financial instruments (e.g.,

shares of foreign companies such as the Company). Accordingly, you should inform the Company if

you are covered by these laws as this relates to your acquisition of Shares under the 2011 Plan.

SAUDI ARABIA

1.Securities Law Information. The Terms and Conditions and any other documents

addressing the RSUs may not be distributed in the Kingdom of Saudi Arabia except to such persons as are

permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital

Market Authority.  The Capital Market Authority does not make any representation as to the accuracy or

completeness of this document, and expressly disclaims any liability whatsoever for any loss arising

from, or incurred in reliance upon, any part of this document.  You should conduct your own due

diligence on the accuracy of the information relating to the RSUs and the underlying Shares. If you do not

understand the contents of this document, you should consult an authorized financial adviser.

SINGAPORE

1.Qualifying Person Exemption. The following provision shall replace Section 17 of the

Terms and Conditions:

The grant of the RSUs under the 2011 Plan is being made pursuant to the "Qualifying Person" exemption"

under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA"). The 2011 Plan

has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should

note that, as a result, the RSUs are subject to section 257 of the SFA and you will not be able to make (a)

any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares

subject to the RSUs in Singapore, unless such sale or offer is made pursuant to the exemptions under Part

XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).

2.Director Reporting Notification. If you are a director, associate director or shadow director

of a Singapore company, you are subject to certain notification requirements under the Singapore

Companies Act. Among these requirements is an obligation to notify the Singapore company in writing

when you receive an interest (e.g., RSUs or Shares) in the Company or any related company. In addition,

you must notify the Singapore company when you sell Shares (including when you sell Shares acquired

at vesting of the RSUs). These notifications must be made within two business days of acquiring or

disposing of any interest in the Company or any related company. In addition, a notification must be

Exhibit 10(iv)

made of your interests in the Company or any related company within two business days of becoming a

director.

3.Insider Trading Notice. You acknowledge that you should be aware of the Singapore

insider-trading rules, which may impact your ability to acquire or dispose of Shares.  Under the

Singapore insider-trading rules, you are prohibited from selling Shares when you are in possession of

information concerning the Company which is not generally available and which you know or should

know will have a material effect on the price of such Shares once such information is generally available.

SOUTH AFRICA

1.Withholding Taxes. In addition to the provisions of Section 6 of the Terms and Conditions,

you agree to notify your Employer in South Africa of the amount of any gain realized upon vesting of the

RSUs. If you fail to advise your Employer of the gain realized upon vesting of the RSUs, you may be liable

for a fine. You will be responsible for paying any difference between the actual tax liability and the

amount withheld.

2.Exchange Control Obligations. You are solely responsible for complying with applicable

exchange control regulations and rulings (the "Exchange Control Regulations") in South Africa. As the

Exchange Control Regulations change frequently and without notice, you should consult your legal

advisor prior to the acquisition or sale of Shares under the 2011 Plan to ensure compliance with current

Exchange Control Regulations. Neither the Company nor any of its Subsidiaries will be liable for any fines

or penalties resulting from your failure to comply with applicable laws. You should consult with your

personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may

have in connection with your participation in the 2011 Plan.

3.Securities Law Information and Deemed Acceptance of RSUs. Neither the RSUs nor the

underlying Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is

intended to be private pursuant to Section 96 of the Companies Act and is not subject to the supervision

of any South African governmental authority. Pursuant to Section 96 of the Companies Act, the RSU offer

must be finalized on or before the 60th day following the grant date. If you do not want to accept the

RSUs, you are required to decline the RSUs no later than the 60th day following the grant date. If you do

not reject the RSUs on or before the 60th day following the grant date, you will be deemed to accept the

RSUs.

SOUTH KOREA

1.Exchange Control Information. Korean residents who sell Shares acquired under the 2011

Plan and/or receive cash dividends on the Shares may have to file a report with a Korean foreign

exchange bank, provided the proceeds are in excess of USD5,000 (per transaction) and deposited into a

non-Korean bank account. A report may not be required if proceeds are deposited into a non-Korean

brokerage account. It is your responsibility to ensure compliance with any applicable exchange control

reporting obligations.  You should consult with your personal advisor(s) regarding any personal legal,

regulatory or foreign exchange obligations you may have in connection with your participation in the

2011 Plan.

2.Foreign Asset/Account Reporting Information. Korean residents must declare all foreign

financial accounts (e.g., non-Korean bank accounts, brokerage accounts) to the Korean tax authority and

file a report with respect to such accounts in June of the following year if the monthly balance of such

accounts exceeds KRW 500 million (or an equivalent amount in foreign currency) on any month-end date

during a calendar year. You should consult with your personal advisor(s) regarding any personal foreign

asset/foreign account tax obligations you may have in connection with your participation in the 2011

Plan.

Exhibit 10(iv)

SPAIN

1.Acknowledgement of Discretionary Nature of the 2011 Plan; No Vested Rights. In accepting

the RSUs, you acknowledge that you consent to participation in the 2011 Plan and have received a copy

of the 2011 Plan. You understand that the Company has unilaterally, gratuitously and in its sole

discretion granted RSUs under the 2011 Plan to individuals who may be employees of the Company or its

Subsidiaries throughout the world. The decision is a limited decision that is entered into upon the

express assumption and condition that any grant will not economically or otherwise bind the Company

or any of its Subsidiaries on an ongoing basis. Consequently, you understand that the RSUs are granted

on the assumption and condition that the RSUs and the Shares acquired upon vesting of the RSUs shall

not become a part of any employment contract (either with the Company or any of its Subsidiaries) and

shall not be considered a mandatory benefit, salary for any purposes (including severance

compensation) or any other right whatsoever. In addition, you understand that this grant would not be

made to you but for the assumptions and conditions referenced above. Thus, you acknowledge and freely

accept that should any or all of the assumptions be mistaken or should any of the conditions not be met

for any reason, the RSUs shall be null and void.  You understand and agree that, as a condition of the

grant of the RSUs, any unvested RSUs as of the date you cease active employment will be forfeited

without entitlement to the underlying Shares or to any amount of indemnification in the event of the

termination of employment by reason of, but not limited to, (i) material modification of the terms of

employment under Article 41 of the Workers' Statute or (ii) relocation under Article 40 of the Workers'

Statute. You acknowledge that you have read and specifically accept the conditions referred to in the

Terms and Conditions regarding the impact of a termination of employment on your RSUs.

2.Exchange Control Information. If you hold 10% or more of the Share capital of the

Company or such other amount that would entitle you to join the Company's board of directors, the

acquisition, ownership and disposition of such Shares must be declared for statistical purposes to the

Spanish Dirección General de Comercio e Inversiones (the Bureau for Commerce and Investments), which

is a department of the Ministry of Economy and Competitiveness. The declaration (via Form 6) must be

made in January for Shares acquired or disposed of during the prior calendar year and/or for Shares

owned as of December 31 of the prior calendar year; provided, if the value of the Shares acquired

or sold exceeds €1,502,530, the declaration must be filed within one month of the acquisition or

disposition of the Shares, as applicable. You should consult with your personal advisor(s) regarding any

personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

3.Foreign Asset/Account Reporting Information. To the extent you hold rights or assets (e.g.,

cash or the Shares held in a bank or brokerage account) outside of Spain with a value in excess of

€50,000 per type of right or asset as of December 31 each year (or at any time during the year in which

you sell or dispose of such right or asset), you are required to report information on such rights and

assets on your tax return for such year. After such rights or assets are initially reported, the reporting

obligation will only apply for subsequent years if the value of any previously-reported rights or assets

increases by more than €20,000 per type of right or asset as of each subsequent December 31, or if you

sell Shares or cancel bank accounts that were previously reported. Failure to comply with this reporting

requirement may result in penalties to the Spanish residents. In addition, you may be required to

electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held

abroad), any foreign instruments (including Shares acquired under the 2011 Plan), and any transactions

with non-Spanish residents (including any payments of Shares made pursuant to the 2011 Plan),

depending on the balances in such accounts together with the value of such instruments as of December

31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant

year. You should consult with your personal advisor(s) regarding any personal foreign asset/foreign

account tax obligations you may have in connection with your participation in the 2011 Plan.

BY SIGNING BELOW, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE PROVISIONS OF THE

2011 PLAN, THE TERMS AND CONDITIONS AND THIS ADDENDUM.

Exhibit 10(iv)

PLEASE SIGN AND RETURN THIS ADDENDUM VIA EMAIL NO LATER THAN APRIL 30, 2026 TO

STOCKPLANADMINISTRATION@STRYKER.COM.

Employee Signature	Employee Name (Printed)
Date

SWITZERLAND

1.Securities Law Information. Neither this document nor any other materials relating to the

RSUs (a) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial

Services ("FinSA") (b) may be publicly distributed or otherwise made publicly available in Switzerland to

any person other than an employee of the Company or (c) has been or will be filed with, approved or

supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss regulatory authority,

including the Swiss Financial Market Supervisory Authority ("FINMA").

TAIWAN

1.Securities Law Notice. The offer of participation in the 2011 Plan is available only for

employees of the Company and its Subsidiaries. The offer of participation in the 2011 Plan is not a public

offer of securities by a Taiwanese company.

2.Exchange Control Information. You may acquire and remit foreign currency (including

proceeds from the sale of Shares acquired under the 2011 Plan) into Taiwan up to USD10,000,000 per

year without justification. If the transaction amount is TWD$500,000 or more in a single transaction, you

must submit a Foreign Exchange Transaction Form and also provide supporting documentation to the

satisfaction of the remitting bank. You should consult with your personal advisor(s) regarding any

personal legal, regulatory or foreign exchange obligations you may have in connection with your

participation in the 2011 Plan.

THAILAND

1.Exchange Control Information. If you receive proceeds from the sale of Shares or cash dividends in

relation to the Shares in excess of USD1,000,000 in a single transaction, you must immediately repatriate

the funds to Thailand (or utilize such funds offshore for permissible purposes) and convert the funds to

Thai Baht within 360 days of repatriation or deposit the funds in an authorized foreign exchange account

in Thailand. You are also required to provide details of the transaction (i.e., identification information

and purpose of the transaction) to the receiving bank. If you do not repatriate such funds and utilizes

them offshore for permissible purposes (i.e., purposes not listed in the negative list prescribed by the

Bank of Thailand), you must obtain a waiver of the repatriation requirement from a commercial bank in

Thailand by submitting an application and supporting documents evidencing that such funds will be

utilized offshore for permissible purposes. You should consult with your personal advisor(s) regarding

any personal legal, regulatory or foreign exchange obligations you may have in connection with

your participation in the 2011 Plan.

TÜRKIYE

1.Securities Law Information. Under Turkish law, you are not permitted to sell any Shares

acquired under the 2011 Plan within Turkey. The Shares are currently traded on the New York Stock

Exchange, which is located outside of Turkey, under the ticker symbol "SYK" and the Shares may be sold

through this exchange.

Exhibit 10(iv)

2.Financial Intermediary Obligation. You acknowledge that any activity related to

investments in foreign securities (e.g., the sale of Shares) should be conducted through a bank or

financial intermediary institution licensed by the Turkey Capital Markets Board and should be reported

to the Turkish Capital Markets Board. You solely are responsible for complying with this requirement

and should consult with a personal legal advisor for further information regarding any obligations in this

respect.

UNITED ARAB EMIRATES

1.Securities Law Information. The offer of the RSUs is available only for select Employees of

the Company and its Subsidiaries and is in the nature of providing incentives in the United Arab

Emirates. The 2011 Plan and the Terms and Conditions are intended for distribution only to such

individuals and must not be delivered to, or relied on by any other person.

Prospective purchasers of securities should conduct their own due diligence.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any

documents in connection with this statement, including the 2011 Plan and the Terms and Conditions, or

any other incidental communication materials distributed in connection with the RSUs. Further, neither

the Ministry of Economy nor the Dubai Department of Economic Development has approved this

statement nor taken steps to verify the information set out in it, and has no responsibility for it. Residents

of the United Arab Emirates who have any questions regarding the contents of the 2011 Plan and the

Terms and Conditions should obtain independent advice.

UNITED KINGDOM

1.Income Tax and Social Insurance Contribution Withholding. The following

provision shall supplement Section 6 of the Terms and Conditions:

Without limitation to Section 6 of the Terms and Conditions, you agree that you are liable for all

Tax- Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested by the

Company, your Employer or by HM Revenue and Customs ("HMRC") (or any other tax authority or any

other relevant authority). You also agree to indemnify and keep indemnified the Company and your

Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will

pay to HMRC on your behalf (or any other tax authority or any other relevant authority).

2.Exclusion of Claim. You acknowledge and agree that you will have no entitlement to

compensation or damages in consequence of the termination of your employment with the Company and

your Employer for any reason whatsoever and whether or not in breach of contract, insofar as any

purported claim to such entitlement arises or may arise from your ceasing to have rights under or to be

entitled to vest in the RSUs as a result of such termination of employment (whether the termination is in

breach of contract or otherwise), or from the loss or diminution in value of the RSUs. Upon the grant of

the RSUs, you shall be deemed irrevocably to have waived any such entitlement.

****************************

Exhibit 10(iv)

EXHIBIT A

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED

EMPLOYER INFORMATION STATEMENT – DENMARK

RESTRICTED STOCK UNIT GRANT

Pursuant to section 3(1) of the Danish Act on the Use of Rights to Purchase or Subscribe for Shares

etc. in Employment Relationships (the "Stock Option Act"), Stryker Corporation (the “Company”) is

providing you with the following information regarding the Company’s restricted stock unit

("RSU") grant in a separate written statement. This statement contains only the information

mentioned in the Stock Option Act; the other terms and conditions of your RSU grant are described

in detail in the Stryker Corporation 2011 Long-Term Incentive Plan, as Amended and Restated

(the "2011 Plan"), the Terms and Conditions Related to Restricted Stock Units Granted Pursuant to

the 2011 Long-Term Incentive Plan (the “RSU Agreement”) and the CEO Award Letter for the RSU

grant, all of which have been provided to you.

IMPORTANT NOTE: The Stock Option Act only applies to RSUs granted under the 2011 Plan to

employees of the Company and its Subsidiaries, and does not apply to individuals, including

managers, who are not regarded as "employees" as defined under the Stock Option Act. If you are

not an employee of the Company or one of its Subsidiaries within the meaning of the Stock Option

Act, this Employer Information Statement shall not apply to you, you may not rely upon any of the

information contained herein and the provisions described herein shall be void and ineffective.

1.Date of Grant

The Grant Date of the RSU is the date that the Compensation and Human Capital Committee

of the Board of Directors (the “Committee”) approved a grant for you and determined it

would be effective.

2.Terms and Conditions of the Grant

The grant of RSU is made at the sole discretion of the Committee.  In its assessment, the

Committee has considered a number of factors in granting the RSUs to you, including (but

not limited to) the Company’s latest annual results, your personal performance and your

value for the future growth, development and operation of the Company.  Notwithstanding

your personal performance and the development of the Company, the Company may

decide, in its sole discretion, not to grant an RSU to you in the future.  Under the terms of

the Plan and the Agreement, you have no entitlement or claim to receive future RSU grants.

3.Vesting Dates and Exercise Period

Your RSU shall vest over a period of time (“vesting period”), provided you remain employed

by or in the service of the Company or a Subsidiary and any performance or other vesting

conditions set forth in the Plan and the Agreements are satisfied, unless the RSU are vested

Exhibit 10(iv)

or terminated earlier for the reasons set forth in the Plan and the Agreements and subject

to Section 5 of this statement.

4.Exercise Price

For RSUs, you pay no monetary consideration to receive the RSU nor do you pay any price

to receive the shares of the Company’s common stock issued upon vesting.

5.Your Rights upon Termination

The treatment of your RSU awards upon termination of your employment will be

determined in accordance with the following unless the terms contained in the Agreement

and in the 2011 Plan are more favorable to you.

Your RSU will survive and will not be forfeited if your employment is terminated by your

employer for any reason other than your breach of contract (as determined under Danish

law) or summary dismissal. This means that you may be entitled to continue to vest in the

award as if you were still an employee in accordance with your Agreement and the 2011

Plan. Also, you may be entitled to receive an additional RSU grant, proportionate to the

length of your employment in the accounting year in which your employment is terminated,

to which you would have been entitled according to agreement or custom had you still been

employed at the end of the accounting year. This provision will not apply if the termination

is due to your breach of your employment contract or in case of your justified summary

dismissal, in which case the RSU will lapse to the extent the RSU has not vested on the

effective date of termination of your employment. Such lapse will take place automatically

without notice on the effective date of termination of your employment.

If you terminate your employment due to your employer's material breach (as determined

under Danish law), or if your employment terminates because you reach the age of

retirement for employees of your employer or because you are entitled to receive old-age

pension from the Danish state or your employer, the RSU award shall continue on

unchanged terms as if you had still been employed. Also, you may be entitled to receive an

additional RSU grant, proportionate to the length of your employment in the accounting

year in which your employment is terminated, to which you would have been entitled

according to agreement or custom had you still been employed at the end of the accounting

year or at the date of grant.

If you terminate your employment for other reasons,  your RSU award will be forfeited as

per the effective date of termination of your employment unless otherwise set out in the

terms of the Agreement. In addition, you will be ineligible to receive any additional RSU

grants after your resignation.

6.Financial Aspects of Participating in the 2011 Plan

The RSU grant has no immediate financial consequences for you. The value of the RSU

award will not be taken into account when calculating holiday allowances, pension

contributions or other statutory consideration calculated on the basis of salary. The tax

treatment of the RSU award depends on a number of aspects and thus, you are encouraged

to seek particular advice regarding your tax position.

Exhibit 10(iv)

Shares of stock are financial instruments and investing in stock will always have financial

risk. The possibility of profit at the time of vesting will not only be dependent on the

Company’s financial development, but inter alia also on the general development of the

stock market. In addition, before or after you vest in your RSU award, the shares of

Company stock could decrease in value even below the price of such stock on the Date of

Grant.

7.Other Issues

Apart from Clause 5 in this Statement (regarding your rights upon termination of

employment), this Statement does not intend to alter any provisions of the 2011 Plan or the

Agreement (or any related document), and the 2011 Plan and the Agreement (and any

related document) shall prevail in case of any ambiguities. However, your mandatory rights

under the Stock Option Act shall prevail in case of any ambiguities.

****

Plan Administrator

Stryker Corporation

Portage, Michigan USA

Exhibit 10(iv)

STRYKER CORPORATION

2011 LONG-TERM INCENTIVE PLAN, SOM REVIDERET OG GENFREMSAT

ARBEJDSGIVERERKLÆRING – DANMARK

TILDELING OG RSU'ER

I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret til aktier m.v. i ansættelsesforhold

("Aktieoptionsloven") giver Stryker Corporation ("Selskabet") dig hermed i en særskilt skriftlig

erklæring følgende oplysninger om Selskabets tildeling af RSU'er (Restricted Stock Units) . Denne

erklæring indeholder kun de oplysninger, der er nævnt i Aktieoptionsloven. De øvrige vilkår og

betingelser for din RSU-tildeling er nærmere beskrevet i Selskabets 2011 Long-Term Incentive

Plan, som revideret og genfremsat  ("2011-Planen"), Terms and Conditions Related to Restricted

Stock Units Granted Pursuant to the 2011 Long-Term Incentive Plan ("RSU-Aftalen) og CEO-

tildelingsbrevene vedrørende henholdsvis RSU-tildelingen, hvilke dokumenter alle er blevet

udleveret til dig.

VIGTIGT: Aktieoptionsloven gælder kun for RSU'er, der i henhold til 2011-Planen er tildelt til

lønmodtagere i Selskabet og dets Datterselskaber, og gælder ikke for personer, herunder ledere,

der ikke anses for at være "lønmodtagere" som defineret i Aktieoptionsloven. Hvis du ikke er

lønmodtager i Selskabet eller i et af dets Datterselskaber i Aktieoptionslovens forstand, gælder

denne Arbejdsgivererklæring ikke for dig, hvorfor du ikke vil kunne henholde dig til nogen af

oplysningerne heri, og de heri anførte bestemmelser vil ikke have virkning.

1.Tidspunkt for tildeling

Tidspunktet for RSU-tildelingen er den dato, hvor det af Bestyrelsen nedsatte Udvalg for

Vederlag og Menneskelig Kapital ("Udvalget") godkendte tildelingen til dig og besluttede, at

den skulle træde i kraft.

2.Kriterier og betingelser for tildeling

RSU-tildelingen sker alene efter Udvalgets eget skøn.  Udvalget har i sin vurdering

inddraget en række faktorer i forbindelse med RSU-tildelingen til dig, herunder (men ikke

begrænset til) Selskabets seneste årsresultat, din personlige performance og din betydning

for Selskabets fremtidige vækst, udvikling og drift.  Uanset din personlige performance og

Selskabets udvikling kan Selskabet frit vælge ikke at tildele dig RSU'er fremover.  I henhold

til bestemmelserne i Planen og Aftalen har du ikke nogen ret til eller noget krav på

fremover at modtage RSU-tildelinger.

3.Modningstidspunkter og udnyttelsesperiode

Din RSU modnes over en periode ("modningsperioden"), forudsat at du fortsat er ansat i

eller arbejder for Selskabet eller et Datterselskab, og forudsat at alle de i Planen og

Aftalerne beskrevne performance- og modningsbetingelser er opfyldt, medmindre RSU'en

modnes eller bortfalder på et tidligere tidspunkt som følge af de i Planen og Aftalerne

anførte årsager og med forbehold for pkt. 5 i denne erklæring.

4.Udnyttelseskurs

Exhibit 10(iv)

Hvad angår RSU'er, skal du ikke betale noget vederlag for at modtage RSU'en, ligesom du

ikke skal betale noget for at modtage de ordinære aktier i Selskabet, der udstedes ved

modning.

5.Din retsstilling i forbindelse med fratræden

I forbindelse med din fratræden vil dine RSU-tildelinger blive behandlet som følger,

medmindre vilkårene i Aftalen og i 2011-Planen er mere fordelagtige for dig.

Din RSU bortfalder ikke, hvis din fratræden skyldes opsigelse fra din arbejdsgivers side,

medmindre der er tale om misligholdelse fra din side (som defineret i dansk ret) eller

bortvisning. Dette betyder, at du måske vil være berettiget til, at din RSU fortsat modnes i

overensstemmelse med din Aftale og 2011-Planen, som om du stadig var ansat. Endvidere

vil du måske være berettiget til at modtage en yderligere RSU-tildeling, som beregnes

forholdsmæssigt i forhold til, hvor længe du er ansat i det regnskabsår, hvori du fratræder,

og som du ville have været berettiget til i henhold til aftale eller sædvane, såfremt du stadig

havde været ansat ved udgangen af regnskabsåret. Denne bestemmelse gælder ikke,

såfremt din fratræden skyldes opsigelse på grund af din misligholdelse af

ansættelseskontrakten eller berettiget bortvisning, i hvilket tilfælde RSU'en bortfalder, i det

omfang de ikke er modnet ved ansættelsesforholdets ophør. Bortfaldet sker automatisk

uden varsel ved ansættelsesforholdets ophør.

Hvis du fratræder din stilling som følge af væsentlig misligholdelse fra din arbejdsgivers

side (som defineret i dansk ret), eller hvis du fratræder, fordi du når pensionsalderen for

lønmodtagere hos din arbejdsgiver, eller fordi du har ret til at modtage alderspension fra

den danske stat eller din arbejdsgiver, vil din RSU-tildeling fortsætte på uændrede vilkår,

som om du stadig var ansat.  Endvidere vil du måske være berettiget til at modtage en

yderligere RSU-tildeling, som beregnes forholdsmæssigt i forhold til, hvor længe du er ansat

i det regnskabsår, hvori du fratræder, og som du ville have været berettiget til i henhold til

aftale eller sædvane, såfremt du stadig havde været ansat ved udgangen af regnskabsåret

eller på tildelingstidspunktet.

Hvis du fratræder din stilling af andre årsager, vil din RSU-tildeling bortfalde ved

ansættelsesforholdets ophør, medmindre andet fremgår af Aftalen. Endvidere vil du ikke

være berettiget til at få tildelt yderligere RSU'er efter din fratræden.

6.Økonomiske aspekter ved at deltage i 2011-Planen

RSU-tildelingen har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af RSU-

tildelingen indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre lovpligtige,

vederlagsafhængige ydelser. Den skattemæssige behandling af RSU-tildelingen afhænger af

flere forhold, og du opfordres derfor til at søge særskilt rådgivning vedrørende din

skattemæssige situation.

Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med en

økonomisk risiko. Muligheden for en gevinst på modningstidspunktet afhænger ikke alene

af Selskabets økonomiske udvikling, men også af bl.a. den generelle udvikling på

aktiemarkedet. Derudover kan værdien af Selskabets aktier både før og efter modningen af

din RSU-tildeling falde til en værdi, der måske endda ligger under kursen på

tildelingstidspunktet.

Exhibit 10(iv)

7.Øvrige oplysninger

Med undtagelse af pkt. 5 i denne erklæring (vedrørende din retsstilling i forbindelse med

fratræden) har denne erklæring ikke til formål at ændre nogen af bestemmelserne i 2011-

Planen eller Aftalen (eller i tilhørende dokumenter), og 2011-Planen og Aftalen (og

eventuelle tilhørende dokumenter) har forrang i tilfælde af uoverensstemmelser. Dine

ufravigelige rettigheder i henhold til Aktieoptionsloven har dog forrang i tilfælde af

uklarhed.

****

Planadministrator

Stryker Corporation

Portage, Michigan USA

ex19icorporatepolicy6_as

Corporate Policy 6 Trading in Securities by Company Personnel Purpose To outline the company’s policy concerning trading in securities by company personnel. Scope This Policy applies to all employees and directors of Stryker. Basic policies 1. Confidential and proprietary information: Stryker’s employees and directors have access to corporate information, some of which is highly confidential and of considerable value to Stryker and those with whom we do business. Employees and directors who possess confidential information hold a special position of trust and confidence with regard to it and have an important responsibility to keep such information within the company until it is made public. We also have a legal obligation in this regard. It is both illegal and against Stryker policy for any individual to profit from undisclosed information relating to the company. 2. No trading on material, nonpublic information 2.1. If an employee or director has material, non-public information relating to Stryker, it is the company’s policy that neither that person, nor any person with whom he or she may have a business or family relationship, may buy or sell shares of Stryker common stock or engage in any other action to take advantage of that information or pass it on to others. This Policy applies as well to information obtained in the course of employment relating to Stryker’s customers, suppliers, and other companies with which we do business and the purchase or sale of securities of those companies. 2.2. Information is material if a reasonable investor would consider it important in making a decision to buy or sell securities. Both positive and negative information can be material. Examples of information generally regarded as material are significant new contracts or the termination of existing contracts, potential acquisitions, mergers, changes in estimates of earnings, increases or decreases in dividend payments, the introduction of important new product lines, significant technological breakthroughs, commencement or settlement of major litigation, and changes in key management personnel. You may not trade in securities while in possession of non-public information, or communicate such information to others who might trade. 2.3. Information remains non-public until it has been effectively disclosed in a manner sufficient to insure its general availability to the investing public. In order to afford Stryker’s stockholders and the investing public time to receive and act upon information, you should not engage in transactions until the second business day after a public announcement of the information has been made (the day of the announcement is not counted). 2.4. As a simple rule-of-thumb, you should treat all corporate information with discretion, discuss confidential information only with those who have a right and need to know, and refrain from trading in securities until any inside information you possess is made public. 2.5. The restrictions on trading set forth in this Policy do not apply to sales of Stryker common stock pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934. Further information about 10b5-1 trading plans may be obtained from your broker and the corporate secretary. 3. Compliance: Stryker expects nothing short of full compliance with the letter and spirit of this statement of policy. The consequences of illegal insider trading and tipping of others can be severe and include civil penalties and liability for both the individuals involved and the company, criminal prosecution, with exposure to prison terms and additional fines if convicted, and company-imposed sanctions, including dismissal. If you have questions about specific transactions or doubts as to your responsibilities under this statement of policy, please contact Stryker’s chief legal officer or corporate secretary. The ultimate responsibility for compliance, however, is yours. www.stryker.com CP-006 Rev 8.0 Trading in Securities by Company Personnel | 1

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ex19iiinsidertradingguid

1 Effective Date: August 1, 20231 Insider Trading Guidelines In the course of performing their duties, employees and directors of Stryker Corporation and its subsidiaries (collectively, “Stryker” or the “Company”) may learn material, non-public information about Stryker or another company. This information may be valuable to those who trade in Stryker’s securities, including common stock or public debt securities (collectively, “Stryker Securities”), or the securities of other companies. It is the law, as well as the policy of the Company, that this information may not be disclosed to anyone outside Stryker and that no one may trade while in possession of material information not available to the general public. Stryker is committed to protecting its confidential information. The Company’s policy in this regard, which is applicable to all employees and directors, is set forth in Corporate Policy Number Six, “Trading in Securities by Company Personnel” (the “Policy”). The Policy serves the mutual interest of the Company and its employees and directors in limiting the potential for an insider trading investigation or even the appearance that Stryker, its employees or its directors may have violated the law. The Policy is available from the Human Resources Department, or at http://www.stryker.com/corporatepolicies. Insider trading is a serious legal matter. The law provides for significant civil and criminal penalties for insider trading violations. Those penalties may be imposed upon individuals who purchase or sell securities while in possession of material, non-public information about the issuer or the securities. Civil and criminal liability could also extend to an employee or director who “tips” another person about material, non-public information where that person, in turn, buys or sells securities. The Policy is simple. No trading is permitted while you have material, non-public information. The Company is also prohibited from trading at any time in Stryker Securities on the basis of material non-public information, consistent with applicable law. In all cases, information should be considered “material” if it would be considered important by investors in making decisions whether to purchase, sell or hold securities. Materiality will be construed broadly and with the benefit of hindsight, and it is possible that a group of facts that are immaterial on a stand-alone basis would be deemed material when pieced together. The materiality of earnings information cannot be disputed. Other examples of types of information that could be deemed material include a significant new contract or the termination of an existing contract; mergers, acquisitions, joint ventures or dispositions or terminations thereof; internal financial projections or changes in estimates of earnings; increases or decreases in dividend payments; a change in control of the Company; new product developments; significant technological breakthroughs; the status of regulatory approvals, cybersecurity incidents; ratings changes; changes in senior management; and initiation or resolution of significant litigation or government investigations or proceedings. This list is provided only for illustrative purposes and 1 These Insider Trading Guidelines supersede any previous Insider Trading Guidelines of the Company. In the event of any conflict or inconsistency between these Guidelines and any other materials previously distributed by the Company, these Guidelines shall govern.

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2 is not exhaustive; other types of information may be material at any particular time depending upon the circumstances. Our Corporate Secretary and Chief Legal Officer may always be contacted for advice as to whether a particular fact pattern constitutes material non-public information. Non-public information, whether or not material, is information that has not been made available to the general public. Information should also be treated as being non-public unless a reasonable period of time has passed since it has been distributed by Stryker by means likely to result in a general public awareness, for example, by publication of the information in a press release or filing with the U.S. Securities and Exchange Commission. Information does not cease to be “non-public” as a result of being the subject of rumors or other unofficial statements in the marketplace and can be “non-public” even if the information was obtained by a Company employee from a source outside of the Company. In addition to the Policy, the Board of Directors has adopted the following guidelines (these “Guidelines”) applicable to transactions in Stryker Securities by directors and certain employees (“Covered Persons” as defined in Attachment A hereto). These Guidelines restrict trading in Stryker Securities by any Covered Person to a limited “trading window” following the release of annual or quarterly earnings provided he or she does not actually possess material non-public information at that time. If you are a Covered Person, then this policy also applies to your spouse and minor children, other family members who reside with you, anyone else who lives with you and any other person or entity whose transactions in Stryker Securities are directed by you or are subject to your influence or control (collectively, “Family Members”) and, as a general matter, references in these Guidelines to Covered Persons also includes Family Members. You are responsible for making sure that Family Members comply with these Guidelines. Set forth below is a discussion of the trading window and blackout periods and their application to various stock-related events: Trading Window Periods Subject to the important qualifications set forth below, a Covered Person may engage in purchases or sales of Stryker Securities only during the period beginning at 12:01 a.m., Eastern time, on the second (2nd) trading day after the public release of the Company’s annual or quarterly earnings (the day of the release is not counted) and ending at 11:59 p.m., Eastern time, on the fifth (5th) business day of the third month of each reporting period (i.e., March, June, September and December). A “trading day” is a day when the New York Stock Exchange is open for transactions. It is imperative that Covered Persons not trade in Stryker Securities even during a trading window if they are in possession of material non-public information. Blackout Periods Conversely, a Covered Person may not engage in transactions in Stryker Securities during the period beginning at 12:01 a.m., Eastern time, on the sixth (6th) business day of the last month

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3 of each quarter (March, June, September, and December) and ending at 11:59 p.m., Eastern time, on the first (1st) trading day after Stryker issues a press release disclosing its most recent quarterly earnings (again, the day of the release is not counted). Additional Blackout Periods; Early Closing of Trading Windows There may be times during what would otherwise be a trading window when the Company will advise certain persons, including certain Covered Persons, that trading must be suspended or that a blackout period must be extended. It is important to note in that regard that the facts giving rise to such a suspension or extension of a blackout period could be either positive or negative. In addition, the fact of a suspension of trading privileges or that a blackout is being extended is itself information that could be misinterpreted by the trading market and, therefore, should not be disclosed to anyone, including other Stryker employees. At those times, if you are affected, you will receive a separate communication from the Corporate Secretary or Legal team advising of this situation. Gifts Gifts and donations of Stryker Securities by a Covered Person during a blackout period require prior approval by the Corporate Secretary. Gifts and donations may not be made if a Stryker employee or director is aware of material non-public information about Stryker or Stryker Securities and has reason to believe, or is reckless in not knowing, that the recipient is likely to sell the shares prior to the disclosure of the information. Prohibition of Short Sales and Standardized Options Trading Selling Stryker Securities short creates the appearance of an inherent conflict of interest for Stryker employees and directors. A short sale is a bet that a security will decline in value. Writing (selling) or buying standardized exchange-traded put and call options on Stryker Securities may create a similar appearance or an appearance that a Covered Person has non- public information suggesting a significant upcoming price movement. Accordingly, Covered Persons are prohibited from short sales of and option trading on Stryker Securities at all times. Prohibition of Pledging and Hedging Margin Accounts and Pledges. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Stryker Securities, Covered Persons may not hold Stryker Securities in a margin account or otherwise pledge Stryker Securities as collateral for a loan, except for Stryker Securities that had been pledged as of the effective date of these Guidelines or that already have been pledged at the time an individual becomes a Covered Person. Hedging Transactions. Covered Persons may not engage in hedging transactions such as (but not limited to) zero-cost collars, equity swaps and forward sale contracts. Hedging transactions may allow a director, officer or other employee to continue to own Stryker Securities, but without the full risks and rewards of ownership. This may lead to the director, officer or other employee no longer having the same objectives as the Company’s other

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4 shareholders. Pre-Clearance of Trades by Directors and Section 16 Officers All trades in Stryker Securities by directors and officers subject to reporting under Section 16 of the Securities Exchange Act of 1934 (“Section 16 officers”) and their Family Members must be pre-cleared in advance by any two of the Corporate Secretary, Assistant Secretary, Chief Legal Officer, Chief Financial Officer, Chief Accounting Officer or Corporate Controller. One of the approvers must be the Corporate Secretary, Assistant Secretary or Chief Legal Officer. The Company’s pre-clearance procedures are set forth in the memorandum entitled “Section 16 Reporting and Other Responsibilities Related to Stryker Stock” provided to directors and Section 16 officers during their onboarding process. Exceptions to the Prohibitions on Trading Exercise of Stock Options Stock options may be exercised at any time without regard to possession of material non-public information or a blackout period, provided the shares received upon exercise are held, not traded. This includes a related election to withhold a portion of the Stryker stock that would otherwise be issued upon exercise to pay the exercise price or satisfy withholding tax obligations or to use already owned shares for those purposes. The rationale is that the transaction is with the Company rather than the general public and, accordingly, that concerns about the use of non-public inside information are not present. It is important to note, however, that the public sale of shares of Stryker Securities to finance the exercise of an option or the public sale of shares acquired upon exercise of an option may only be made if the seller is not in possession of material non- public information, and, with respect to Covered Persons, only during a trading window. Employee Stock Purchase Plan A participant in the Employee Stock Purchase Plan may only change the dollar amount that is deducted from his or her paycheck, including starting or discontinuing such deductions, if such participant is not in possession of material non-public information at that time, and with respect to participants that are Covered Persons, only during a trading window. Based on the current ESPP open enrollment periods and trading windows, changes may only be made by a Covered Person during the first fifteen (15) days of February, May, August and November of each year, and the first five (5) business days of March, June, September and December of each year. In addition, note that Stryker stock acquired for the account of a Covered Person pursuant to the Plan may only be sold during a trading window and, again, only if the Covered Person is not in possession of material non-public information at that time. 401(k) Plan The trading restrictions in these Guidelines do not apply to purchases of Stryker stock in the 401(k) Plan resulting from periodic contributions of money to the Plan

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5 pursuant to payroll deduction elections. The trading restrictions do apply, however, to elections made under the 401(k) Plan to: (a) increase or decrease the percentage of periodic contributions that will be allocated to the Stryker stock fund, (b) transfer amounts into or out of the Stryker stock fund, (c) borrow money against a 401(k) Plan account if the loan will result in a liquidation of some or all of a Stryker stock fund balance and (d) pre-pay a Plan loan if the pre-payment will result in allocation of loan proceeds to the Stryker stock fund. It is important to note that the foregoing may only be done by employees or directors who are not in possession of material non-public information, and, with respect to Covered Persons, only during a trading window. 10b5-1 Trading Plans—An Exception to the Restrictions on Trading The restrictions on trading set forth in these Guidelines do not apply to sales of Stryker Securities that are made pursuant to a written plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 that has been approved by our Corporate Secretary. Directors and Section 16 officers are also required to preclear any other written trading arrangements (such as arrangements that are not intended to qualify for the affirmative defense under Rule 10b5-1) with the Corporate Secretary. Any amendment to, or termination of, a trading plan or arrangement must also be pre-cleared with the Corporate Secretary. Any person with a 10b5-1 plan must be in compliance with any stock ownership guidelines (if applicable to that person) after full implementation of the 10b5-1 plan. Questions Any questions regarding these matters should be directed to our Corporate Secretary or Chief Legal Officer.

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6 Guidelines for Trading in Stryker Securities Attachment A “Covered Person” is defined as: Members of the Board of Directors Corporate Officers (including Section 16 officers) and their administrative assistants Anyone involved in the preparation of or who receives or has regular access to consolidated financial information, including consolidated financial statements or summaries of consolidated financial statements, and their administrative assistants Anyone involved in the preparation of or who receives or has regular access to consolidated daily sales information and their administrative assistants Members of the Legal function and other persons, in each case as deemed appropriate by the Chief Legal Officer and Corporate Secretary

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Ex 21(i) 12.31.2025 10K Exhibit 21(i)

STRYKER CORPORATION LIST OF SUBSIDIARIES

As of December 31, 2025

Name of Subsidiary	State or Country of Incorporation
2Hip Holdings	France
Advanced Medical Balloons GmbH	Germany
Advanced Medical Balloons, Inc.	USA - Delaware
Alcott Indemnity Company	USA - Vermont
Arrinex, Inc.	USA - Delaware
Artelon, Inc.	USA - Delaware
Berchtold + Fritz GmbH	Germany
Berchtold Corporation	USA - Delaware
Berchtold GmbH & Co. KG	Germany
BioMimetic Therapeutics USA, Inc.	USA - Delaware
BioMimetic Therapeutics, LLC	USA - Delaware
Cerus Endovascular, Inc.	USA - Delaware
Cerus Endovascular Limited	United Kingdom
Changzhou Orthmed Medical Instrument Co., Ltd.	China
EnMovi Ltd	United Kingdom
Entellus Medical, Inc.	USA - Delaware
Gongping (Shanghai) Medical Devices Trading Co. Ltd.	China
Guard Medical Inc.	USA - Delaware
Guard Medical	France
HeartSine Technologies Limited	United Kingdom
Howmedica International S. de R.L.	Panama
Howmedica Osteonics Corp.	USA - New Jersey
HyperBranch Medical Technology, Inc.	USA - Delaware
Imascap	France
Imorphics Limited	United Kingdom
Inari Medical Asia PTE. LTD.	Singapore
Inari Medical Australia Pty. Ltd.	Australia
Inari Medical Canada, Inc.	Canada
Inari Medical Chile SpA	Chile
Inari Medical Costa Rica, Srl	Costa Rica
Inari Medical Distribuição de Dispositivos Médicos Ltda.	Brazil
Inari Medical EU Limited	Ireland
Inari Medical Europe GmbH	Switzerland
Inari Medical International, Inc.	USA - Delaware
Inari Medical Japan G.K.	Japan
Inari Medical Latin America, Inc.	USA - Delaware
Inari Medical UK Limited	United Kingdom
Inari Medical, Inc.	USA - Delaware
International Life Sciences, LLC	USA - Delaware
Invuity, Inc.	USA - Delaware
Jolife AB	Sweden
LimFlow Inc.	USA - Delaware
LimFlow	France
LimFlow, GmbH	Germany
MAKO Surgical Corp.	USA - Delaware
Mobius Imaging, LLC	USA - Delaware
MOLLI Surgical Inc.	Canada
Muka Metal Ticaret ve Sanayi Anonim Sirketi	Turkey
Nettrick Limited	Ireland
NICO Corporation	USA - Indiana
North Georgia Industrial Supply, LLC	USA - Delaware
Novadaq Corp.	USA - Delaware
Novadaq Technologies ULC	Canada
N.V. Stryker S.A.	Belgium
OOO Stryker (Stryker Ltd.)	Russia
Orneo Özel Sağlık Hizmetleri Medikal Ticaret Anonim Şirketi	Turkey

Exhibit 21(i)

Name of Subsidiary	State or Country of Incorporation
Orthmed (Hong Kong) Medical Instrument Company Limited	Hong Kong
OrthoSensor, Inc.	USA - Delaware
Ortho-Space Ltd.	Israel
Physio-Control Manufacturing, Inc.	USA - Washington
Physio-Control Operations Netherlands B.V.	Netherlands
Physio-Control, Inc.	USA - Washington
POMedical L.L.C.	USA - Nevada
Protheos	France
REV Neuro, LLC	USA - Delaware
Sage Products Holdings II, LLC	USA - Delaware
Sage Products Holdings III, LLC	USA - Delaware
Sage Products, LLC	USA - Delaware
SCI Calyx	France
SERF Technologies	France
Société d'Etudes de Recherches et de Fabrication	France
Spirox, Inc.	USA - Delaware
SSI Divestiture, Inc.	USA - Massachusetts
Stryker (Barbados) Foreign Sales Corporation	Barbados
Stryker (Beijing) Healthcare Products Co., Ltd.	China
Stryker (Shanghai) Healthcare Products Co., Ltd.	China
Stryker (Suzhou) Medical Technology Co Ltd	China
Stryker (Thailand) Limited	Thailand
Stryker AB	Sweden
Stryker Acquisitions B.V.	Netherlands
Stryker Australia LLC	USA - Delaware
Stryker Australia Pty Ltd	Australia
Stryker Austria GmbH	Austria
Stryker B.V.	Netherlands
Stryker Berchtold B.V.	Netherlands
Stryker Berlin GmbH	Germany
Stryker Beteiligungs GmbH	Germany
Stryker Canada ULC	Canada
Stryker Canadian Technologies ULC	Canada
Stryker Capital B.V.	Netherlands
Stryker China Limited	Hong Kong
Stryker Colombia SAS	Colombia
Stryker Communications, Inc.	USA - Delaware
Stryker Corporation (Chile) y Compania Limitada	Chile
Stryker Corporation (Malaysia) Sdn. Bhd.	Malaysia
Stryker Customs Brokers, LLC	USA - Delaware
Stryker Deutschland Services GmbH	Germany
Stryker do Brasil Ltda.	Brazil
Stryker EMEA Supply Chain Services B.V.	Netherlands
Stryker Employment Company, LLC	USA - Michigan
Stryker European Operations B.V.	Netherlands
Stryker European Operations Holdings I B.V.	Netherlands
Stryker European Operations Holdings I Ltd.	Ireland
Stryker European Operations Holdings II B.V.	Netherlands
Stryker European Operations Holdings II Limited	Ireland
Stryker European Operations Holdings III B.V.	Netherlands
Stryker European Operations Holdings LLC	USA - Delaware
Stryker European Operations Limited	Ireland
Stryker Far East, Inc.	USA - Michigan
Stryker Foreign Acquisitions, Inc.	USA - Delaware
Stryker France	France
Stryker Funding B.V.	Netherlands

Exhibit 21(i)

Name of Subsidiary	State or Country of Incorporation
Stryker Global Technology Center Private Limited	India
Stryker GmbH	Switzerland
Stryker GmbH & Co. KG	Germany
Stryker Grundstücks GmbH & Co KG	Germany
Stryker Grundstücks Verwaltungs GmbH	Germany
Stryker Holdings B.V.	Netherlands
Stryker Iberia, S.L.	Spain
Stryker IFSC Designated Activity Company	Ireland
Stryker India Private Limited	India
Stryker International Acquisitions B.V.	Netherlands
Stryker International Holdings B.V.	Netherlands
Stryker Ireland Global Unlimited Company	Ireland
Stryker Ireland Limited	Ireland
Stryker Ireland Technology Limited	Ireland
Stryker Irish Holdings Unlimited Company	Ireland
Stryker Italia S.r.l.	Italy
Stryker Japan K.K.	Japan
Stryker Korea Limited	South Korea
Stryker Lebanon (Offshore) S.A.L.	Lebanon
Stryker Leibinger GmbH & Co. KG	Germany
Stryker Luxembourg S.à.r.l.	Luxembourg
Stryker Malta Holdings Limited	Malta
Stryker Malta International Limited	Malta
Stryker Manufacturing Holding Company B.V.	Netherlands
Stryker Manufacturing S. de R.L. de C.V.	Mexico
Stryker Mauritius Holding Ltd	Mauritius
Stryker Mexico Holdings B.V.	Netherlands
Stryker Mexico, S.A. de C.V.	Mexico
Stryker Nederland B.V.	Netherlands
Stryker New Zealand Limited	New Zealand
Stryker NV Operations Limited	Ireland
Stryker-Osteonics AG	Switzerland
Stryker Pacific Limited	Hong Kong
Stryker Performance Solutions, LLC	USA - New Jersey
Stryker Poland Manufacturing sp. z. o. o.	Poland
Stryker Poland Services sp. z o.o.	Poland
Stryker Polska Sp.z.o.o.	Poland
Stryker Portugal - Produtos Medicos, Unipessoal, Lda.	Portugal
Stryker Professional Latin America S. de R.L. de C.V.	Mexico
Stryker Puerto Rico Holdings B.V.	Netherlands
Stryker Puerto Rico Sales, LLC	Puerto Rico
Stryker Puerto Rico, LLC	Puerto Rico
Stryker Renovation Services, LLC	USA - Delaware
Stryker Romania SRL	Romania
Stryker Sales, LLC	USA - Michigan
Stryker Saudi Healthcare Services	Saudi Arabia
Stryker Singapore Private Limited	Singapore
Stryker South Africa (Proprietary) Limited	South Africa
Stryker Spain Medtech Holdings, S.L.U.	Spain
Stryker Spine	France
Stryker Sterilization Tijuana, S. de R.L. de C.V.	Mexico
Stryker Sustainability Solutions, Inc.	USA - Delaware
Stryker Tıbbi Cihazları Sanayi ve Ticaret Limited Şirketi	Turkey
Stryker Tijuana Operations, S. de R.L. de C.V.	Mexico
Stryker Trauma GmbH	Germany
Stryker Turkish Holdings B.V.	Netherlands

Exhibit 21(i)

Name of Subsidiary	State or Country of Incorporation
Stryker UK Limited	United Kingdom
Stryker U.S. Investments, Inc.	USA - Delaware
Stryker Verwaltungs GmbH	Germany
SYK Costa Rica Services Sociedad De Responsabilidad Limitada	Costa Rica
Thermedx, LLC	USA - Ohio
TMG France	France
TMJ Solutions, LLC	USA - Florida
Tornier Orthopedics Ireland Limited	Ireland
Tornier	France
Tornier, Inc.	USA - Delaware
Trauson (China) Medical Instrument Company Limited	China
Trauson (Hong Kong) Company Limited	Hong Kong
Trauson Holdings (BVI) Company Limited	British Virgin Islands
Trauson Holdings (Hong Kong) Company Limited	Hong Kong
Trauson Holdings Company Limited	Cayman Islands
Vertos Medical, Inc.	USA - Delaware
Vocera Communications Australia Pty Limited	Australia
Vocera Communications India Private Limited	India
Vocera Communications, Inc.	USA - Delaware
Vuaant, Inc.	USA - Delaware
Wright Medical Costa Rica, S.A.	Costa Rica
Wright Medical Group, Inc.	USA - Delaware
Wright Medical Technology, Inc.	USA - Delaware

Stryker Corporation directly or indirectly owns 100% of the outstanding voting securities of each of the above-named

subsidiaries, with the exception of any designated by an asterisk (*), which Stryker Corporation directly or indirectly owns a

majority of the outstanding voting securities.

Ex 23(i) 12.31.2025 10K Exhibit 23(i)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1.Registration Statement (Form S-3ASR No. 333-275853) of Stryker Corporation, and

2.Registration Statement (Form S-8 No. 333-140961) pertaining to the 2006 Long-Term Incentive Plan of

Stryker Corporation, and

3.Registration Statements (Form S-8 No. 333-150396, Form S-8 333-221959 and Form S-8 No. 333-287683)

pertaining to the 2008 Employee Stock Purchase Plan of Stryker Corporation, and

4.Registration Statements (Form S-8 No. 333-179142, Form S-8 333-221958 and Form S-8 No. 333-287683)

pertaining to the 2011 Long-Term Incentive Plan of Stryker Corporation;

of our reports dated February 11, 2026, with respect to the consolidated financial statements and schedule of Stryker

Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Stryker Corporation

and subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2025.

/s/ Ernst & Young LLP

Grand Rapids, Michigan

February 11, 2026

Ex 31(i) 12.31.2025 10K Exhibit 31(i)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin A. Lobo, certify that:

1.  I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2025 of Stryker Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures

to be designed under our supervision, to ensure that material information relating to the registrant, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant's internal control over financial reporting that

occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of

an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's

internal control over financial reporting.

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of

directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,

summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant's internal control over financial reporting.

Date:	February 11, 2026	/s/ KEVIN A. LOBO
		Kevin A. Lobo
		Chair and Chief Executive Officer

Ex 31(ii) 12.31.2025 10K Exhibit 31(ii)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Preston W. Wells, certify that:

1.  I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2025 of Stryker Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures

to be designed under our supervision, to ensure that material information relating to the registrant, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant's internal control over financial reporting that

occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of

an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's

internal control over financial reporting.

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of

directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,

summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant's internal control over financial reporting.

Date:	February 11, 2026	/s/ PRESTON W. WELLS
		Preston W. Wells
		Vice President, Chief Financial Officer

Ex 32(i) 12.31.2025 10K Exhibit 32(i)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Stryker Corporation (the "Company") for the year ended

December 31, 2025 (the "Report"), I, Kevin A. Lobo, Chair, Chief Executive Officer and President of the Company,

certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of

1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company.

Date:	February 11, 2026	/s/ KEVIN A. LOBO
		Kevin A. Lobo
		Chair and Chief Executive Officer

Ex 32(ii) 12.31.2025 10K Exhibit 32(ii)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Stryker Corporation (the "Company") for the year ended

December 31, 2025 (the "Report"), I, Preston W. Wells, Vice President, Chief Financial Officer of the Company,

certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of

1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and

results of operations of the Company.

Date:	February 11, 2026	/s/ PRESTON W. WELLS
		Preston W. Wells
		Vice President, Chief Financial Officer