# Boston Scientific (BSX): Material Events, Fiscal 2026 to Date

This page covers every Form 8-K that Boston Scientific Corporation filed from January 1, 2026 through the third-quarter results release on October 28, 2026. Where an 8-K's account has since been updated by the Form 10-Q for the quarter ended September 30, 2026 (accession 0000885725-26-000070), the update is noted.

## Filings that contain financial statements

Each quarterly earnings release is furnished as Exhibit 99.1 to a Form 8-K (Item 2.02). Each one contains an unaudited consolidated statement of operations, net sales by business and region, and reconciliations from GAAP to adjusted net income and EPS. None of them includes a balance sheet or a cash flow statement.

- **Q4 and full year 2025**: Form 8-K dated February 4, 2026, accession 0000885725-26-000006. Statements of operations for the three months and twelve months ended December 31, 2025, with 2024 comparatives.
- **Q1 2026**: Form 8-K dated April 22, 2026, accession 0000885725-26-000031. Statement of operations for the three months ended March 31, 2026.
- **Q2 2026**: Form 8-K dated July 29, 2026, accession 0000885725-26-000051. Statements of operations for the three and six months ended June 30, 2026.
- **Q3 2026**: Form 8-K dated October 28, 2026, accession 0000885725-26-000066. Statements of operations for the three and nine months ended September 30, 2026, with 2025 comparatives.

## The August 2026 cybersecurity incident and the guidance cuts

After the February 4 outlook, full-year guidance was cut three times: on April 22 and July 29, before the cyberattack, and on October 28, after it. By the midpoints in the table, the October cut was the largest to adjusted EPS ($3.30 to $3.17), while the April cut was the largest to reported net sales growth (11.0% to 7.75%).

| Date of release | Full-year 2026 net sales growth (reported / organic) | Full-year 2026 adjusted EPS | Accession |
|---|---|---|---|
| Feb 4, 2026 | 10.5% to 11.5% / 10.0% to 11.0% | $3.43 to $3.49 | 0000885725-26-000006 |
| Apr 22, 2026 | 7.0% to 8.5% / 6.5% to 8.0% | $3.34 to $3.41 | 0000885725-26-000031 |
| Jul 29, 2026 | 5.5% to 6.5% / 5% to 6% | $3.28 to $3.32 | 0000885725-26-000051 |
| Oct 28, 2026 | about 4.25% / about 3.75% | $3.16 to $3.18 | 0000885725-26-000066 |

- **August 26, 2026, Form 8-K (Item 8.01), accession 0000885725-26-000056.** On August 25 the company identified a cybersecurity incident affecting some of its IT systems. The incident "resulted in a global disruption to the Company's operations", including its ability to process and ship customer orders. At filing, the company had not yet determined whether the incident was reasonably likely to have a material impact.
- **September 8, 2026, Form 8-K (Item 1.05, Material Cybersecurity Incidents), accession 0000885725-26-000059.** The company said the incident had also impaired its ability to manufacture. Major distribution centers were shipping at or above normal levels, sterilization facilities were running again, and manufacturing had resumed at most facilities. The company determined that the incident is "likely to have a material impact" on third-quarter and full-year 2026 results of operations. It said it was unlikely to meet the Q3 and full-year net sales growth and adjusted EPS ranges it gave on July 29, 2026. The company did not expect a material impact on its long-term financial condition.
- **October 28, 2026, Q3 earnings release, accession 0000885725-26-000066.**
  - Q3 net sales were $5.138 billion, up 1.5% on a reported, operational and organic basis. On July 29 the company had guided Q3 to 3% to 5% growth.
  - GAAP EPS was $0.40, against $0.51 a year earlier. Adjusted EPS was $0.73, against $0.75 a year earlier and a July 29 Q3 range of $0.80 to $0.82.
  - Full-year guidance was cut again to the figures in the table.
  - Q4 2026 net sales are expected to fall about 1.0% to 3.0% on a reported and organic basis, with adjusted EPS of $0.77 to $0.79.
  - The 10-Q later attributed the lower Q3 net income mainly to disruption of manufacturing and order fulfillment, and to idle-production supply chain costs from the incident, as well as higher litigation-related net charges.

## M&A and strategic investments

- **Penumbra, Inc.: signed, not closed (pending).**
  - **Signing.** Form 8-K dated January 15, 2026, Item 1.01, accession 0000947871-26-000037, with the announcement release under accession 0000947871-26-000034. On January 14, 2026 the company signed a merger agreement to acquire Penumbra (NYSE: PEN).
  - **Price and consideration.** The deal values each Penumbra share at $374, an enterprise value of about $14.5 billion. Each Penumbra holder can elect $374 in cash or 3.8721 BSX shares. Elections are prorated so that about 73% of the consideration is paid in cash and about 27% in stock.
  - **Financing.** The company planned to fund the roughly $11 billion cash portion with cash on hand and new debt.
  - **Expected EPS effect.** The deal is expected to reduce adjusted EPS by $0.06 to $0.08 in the first full year after closing.
  - **Break fees.** Penumbra would owe a $525 million termination fee in specified circumstances. Boston Scientific would owe Penumbra $900 million if the agreement ends without the required regulatory approvals after Penumbra's stockholders have approved it.
  - **Status.** The January release expected completion in 2026. According to the Q3 Form 10-Q (accession 0000885725-26-000070):
    - the FTC issued a Second Request on March 16, 2026;
    - Penumbra stockholders approved the deal on May 6, 2026;
    - closing is now expected in early 2027, subject to regulatory clearances.

  No 8-K in the period reports a closing.
- **Acquisition financing.** Form 8-K dated February 26, 2026, Items 1.01, 1.02 and 2.03, accession 0000885725-26-000017. The company entered into three credit agreements:
  - a $3.0 billion revolving credit facility maturing February 26, 2031;
  - a $2.0 billion 364-day revolving facility;
  - a $6.0 billion 364-day delayed-draw term loan (a $1.0 billion Tranche A and a $5.0 billion Tranche B). The term loan can be drawn only on the date the Penumbra acquisition closes.

  The new revolver replaced the 2021 revolving credit agreement, which was terminated. The 10-Q reports no amounts outstanding under the 364-day revolver or the term loan at September 30, 2026.
- **MiRus LLC investment: completed.** Form 8-K dated May 18, 2026, Item 8.01, accession 0000885725-26-000041.
  - On May 15, 2026 the company paid $1.5 billion in cash for a 33.75% fully diluted, non-voting equity stake in MiRus LLC, in addition to $100 million paid earlier.
  - The stake comes with an exclusive option to acquire MiRus's SIEGEL TAVR (transcatheter aortic valve) business for further payments totaling $3.0 billion, payable after clinical and regulatory milestones, plus sales-based payments if the option is exercised.
  - The investment was expected to be immaterial to 2026 adjusted EPS.
- **Valencia Technologies: closed.** The Q4 2025 release (accession 0000885725-26-000006) announced an agreement to acquire this maker of the eCoin implantable tibial nerve stimulation device. The Q1 2026 release (accession 0000885725-26-000031) reports the acquisition was completed. No separate 8-K was filed for either step.
- **Nalu Medical: closed.** The Q4 2025 release (accession 0000885725-26-000006) reports the acquisition of Nalu Medical, Inc. was completed.
- **Scivita Medical Technology Co., Ltd.: closed.** Disclosed in the Q3 Form 10-Q (accession 0000885725-26-000070, Note B); no 8-K. The company completed the acquisition on August 24, 2026, for an upfront cash payment of $213 million, net of cash acquired, plus up to $30 million on a commercialization milestone.
- **Jiangsu TingSN Technology Co., Ltd.: signed, not closed (pending).** Disclosed in the Q3 Form 10-Q (accession 0000885725-26-000070, Note B); no 8-K. The company signed a definitive agreement on September 11, 2026, for an upfront cash payment of about $250 million plus up to $75 million on commercialization and sales milestones. Closing is expected in the fourth quarter of 2026.
- **Blackstone Life Sciences development funding.** Disclosed in the Q3 Form 10-Q (accession 0000885725-26-000070, Note B); no 8-K. On October 2, 2026 the company agreed with funds managed by Blackstone Life Sciences to co-fund development of the VITALYST circulatory support system. The company can receive up to $455 million through U.S. approval, recognized as a reduction of research and development expense. If the product is approved, Blackstone is eligible for milestone payments of up to 2.5 times its funded amount, plus royalties.

## Capital return

- **Buyback expanded to $5.0 billion.** Form 8-K dated February 23, 2026, Item 8.01, accession 0000885725-26-000013. On February 18, 2026 the board added $4.0 billion to the existing $1.0 billion repurchase authorization, for a total of $5.0 billion.
- **$2 billion accelerated share repurchase.** Form 8-K dated May 18, 2026, Item 8.01, accession 0000885725-26-000042.
  - The agreement with JPMorgan Chase Bank covers $2 billion of stock, with an initial delivery of about 30.4 million shares (80% of the repurchase price).
  - The Q2 release (accession 0000885725-26-000051) reports the program was completed, with about 40 million shares repurchased.
  - The ASR 8-K stated that $3 billion of the authorization would remain available once the program was complete.

## Restructuring

- **2026 Restructuring Plan.** Form 8-K dated July 27, 2026, Item 2.05, accession 0000885725-26-000049.
  - The board approved a new global restructuring program on July 21, 2026. It covers supply chain optimization, including moving production lines between facilities, functional transformation and changes to the organizational structure.
  - Expected total pre-tax charges are about $700 million to $800 million, of which $600 million to $700 million will be future cash outlays. By cost type: transfer costs of $300 million to $350 million, termination benefits of $275 million to $300 million and other costs of $125 million to $150 million.
  - The plan targets about $500 million in gross annual pre-tax savings, with a substantial portion to be reinvested. The company expects some headcount reductions.
  - The work runs from 2026 and is expected to be substantially complete by the end of 2029.

## Management, board and segment changes

- **New Chief Operating Officer and three new reportable segments from 2027.** Form 8-K dated October 7, 2026, Items 5.02 and 8.01, accession 0000885725-26-000064.
  - Joe Fitzgerald, currently EVP and Group President, Cardiovascular, becomes EVP and Chief Operating Officer effective January 1, 2027.
  - From the same date the company will report three segments:
    - Interventional Therapies: Interventional Cardiology, Vascular Therapies, and Interventional Oncology & Embolization. Penumbra joins this segment after closing.
    - Rhythm Solutions: Electrophysiology, WATCHMAN, and Cardiac Rhythm Management & Diagnostics.
    - MedSurg: Endoscopy, Urology and Neuromodulation.

    These replace the current MedSurg and Cardiovascular segments.
  - In the same filing, Mark Bickel was named Chief Accounting Officer effective March 1, 2027. He succeeds Emily Woodworth, who moves to a finance transformation role. The filing states that her move is not due to any disagreement with the company.
- **Group President retirement.** Form 8-K dated September 23, 2026, Item 5.02, accession 0000885725-26-000061. Arthur C. Butcher, EVP and Group President, MedSurg and Asia Pacific, will retire from that role effective January 1, 2027. He will stay on as a senior advisor through February 26, 2027.
- **Board.**
  - Form 8-K dated February 5, 2026, accession 0000885725-26-000008: director Yoshiaki Fujimori said he would not stand for re-election in 2026.
  - Form 8-K dated February 23, 2026, accession 0000885725-26-000013: the board grew from ten to twelve seats and appointed Catherine R. Smith and Christophe P. Weber, effective February 18, 2026.
- **Annual meeting.** Form 8-K dated May 5, 2026, Items 5.03 and 5.07, accession 0000885725-26-000036. At the April 30, 2026 meeting, stockholders:
  - elected all 10 nominees;
  - approved charter amendments that eliminate supermajority voting provisions and allow officer exculpation;
  - approved an increase in shares reserved under the Employee Stock Purchase Plan;
  - did not approve the company's own proposal to let holders of 25% call a special meeting, or a stockholder proposal on special meetings.

## Clinical results disclosed by 8-K

- **CHAMPION-AF and HI-PEITHO.** Form 8-K dated March 30, 2026, Item 8.01, accession 0000885725-26-000029.
  - The CHAMPION-AF trial of the WATCHMAN FLX left atrial appendage closure device, used as a first-line alternative to blood thinners (NOACs) in 3,000 patients, met all primary and secondary safety and efficacy endpoints.
    - Non-procedural bleeding at 36 months was 10.9% with the device against 19.0% with NOACs.
    - The efficacy endpoint showed non-inferiority: 5.7% against 4.8%.
    - The company plans to use the data to seek an expanded indication and coverage.
  - The HI-PEITHO trial found the EKOS system plus anticoagulation superior to anticoagulation alone for intermediate-risk pulmonary embolism.

## Items not reflected in 8-K filings

- The FTC Second Request on Penumbra, Penumbra's stockholder approval and the revised early-2027 closing estimate appear in the Form 10-Q (accession 0000885725-26-000070), not in an 8-K.
- The Scivita Medical acquisition (completed August 24, 2026), the TingSN agreement (signed September 11, 2026, not yet closed) and the Blackstone VITALYST funding agreement (October 2, 2026) appear only in the Form 10-Q (accession 0000885725-26-000070), not in an 8-K.
- The closings of the Valencia and Nalu acquisitions and the completion of the accelerated share repurchase appear only inside earnings releases, not in standalone 8-Ks.