BSX

• On August 25, 2026, Boston Scientific identified a cybersecurity incident affecting certain IT systems, causing global operational disruption.
• The incident has disrupted access to information systems and business applications, including order processing and shipping capabilities.
• The timeline for full restoration is unknown, and the full scope, nature, and impacts of the incident are not yet determined.
• Boston Scientific has not yet determined whether the incident is reasonably likely to have a material impact on the company.

8.01 Other Events

• GAAP net income attributable to common stockholders was $907 million, or $0.61 diluted EPS, versus $797 million or $0.53 a year ago.
• Adjusted EPS was $0.86, above the company's guidance range of $0.82 to $0.84.
• Cardiovascular segment grew 8.3% reported; MedSurg grew 5.9% reported; LACA region led with 22.4% reported growth.
• Full-year 2026 guidance: net sales growth ~5.5-6.5% reported, 5-6% organic; adjusted EPS $3.28-$3.32.
• Completed $2 billion accelerated share repurchase (~40 million shares) and invested $1.5 billion in MiRus LLC for ~34% equity stake.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On July 21, 2026, Boston Scientific's Board approved a new global restructuring program (the '2026 Restructuring Plan').
• Total estimated pre-tax charges are approximately $700 million to $800 million, with $600 million to $700 million expected to be cash outlays.
• The company expects gross annual pre-tax expense reductions of approximately $500 million, with a substantial portion reinvested in growth initiatives.
• Estimated charges include $300-$350 million in transfer costs, $275-$300 million in termination benefits, and $125-$150 million in other costs.

2.05 Costs Associated with Exit or Disposal Activities

• Boston Scientific received an exclusive Call Option to acquire TAVR-Structural Heart NewCo, a subsidiary holding MiRus's TAVR assets, for additional cash payments totaling $3.0 billion upon achieving clinical and regulatory milestones.
• If the Call Option is exercised, MiRus may receive additional payments based on net sales of the TAVR system, and Boston Scientific gets an exclusive option to acquire mitral and tricuspid replacement valve assets.
• If Boston Scientific fails to make payments or exercise the option, its equity interest in MiRus may be forfeited, reduced by ~75%, or exchanged for an interest in TAVR-Structural Heart NewCo.
• The investment is expected to be immaterial to Boston Scientific's 2026 adjusted earnings per share.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The ASR is part of a previously announced $5 billion share repurchase authorization, leaving $3 billion available after completion.
• Boston Scientific will initially receive approximately 30.4 million shares, based on 80% of the repurchase price at the May 15, 2026 closing price of $52.68.
• Final settlement is expected by June 30, 2026, with the total shares determined by volume-weighted average price during the term.
• The company expects the ASR to be $0.02 accretive to full-year 2026 adjusted earnings per share.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• All 10 director nominees were elected for one-year terms, with votes ranging from 1,037,805,652 for David C. Habiger to 1,205,365,637 for Christophe P. Weber.
• Shareholders approved, on an advisory basis, the compensation of Named Executive Officers (1,096,889,576 for, 110,645,813 against).
• Shareholders ratified Ernst & Young LLP as independent auditor for fiscal 2026 (1,169,955,769 for, 116,874,243 against).
• Shareholders approved amendments to the Employee Stock Purchase Plan to increase shares reserved (1,205,130,032 for) and approved both charter amendments (supermajority removal: 1,189,271,431 for; officer exculpation: 1,057,086,923 for), but did not approve a special meeting proposal (516,140,863 for, 689,739,605 against).

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Q1 2026 net sales were $5.203 billion, up 11.6% reported and 9.4% operational/organic vs. prior year.
• Adjusted EPS was $0.80, within guidance of $0.78-$0.80, vs. $0.75 in Q1 2025.
• Cardiovascular segment grew 13.5% reported; MedSurg grew 7.8% reported.
• Full-year 2026 guidance: reported net sales growth ~7.0-8.5%, organic ~6.5-8.0%, adjusted EPS $3.34-$3.41.
• Q2 2026 guidance: reported net sales growth ~5.5-7.5%, organic ~5.0-7.0%, adjusted EPS $0.82-$0.84.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• CHAMPION-AF trial: WATCHMAN FLX device met all primary and secondary endpoints, showing superior bleeding reduction vs. NOACs (10.9% vs. 19.0%, P<0.001) and non-inferior efficacy for stroke prevention.
• Both trials were presented at ACC.26 and published in The New England Journal of Medicine on March 28, 2026.
• HI-PEITHO enrolled 544 patients across 59 sites in the U.S. and Europe; CHAMPION-AF enrolled 3,000 patients across 141 sites globally.
• Boston Scientific plans to use CHAMPION-AF data to seek expanded indication for WATCHMAN FLX as a first-line stroke risk reduction option.

8.01 Other Events · 9.01 Financial Statements and Exhibits