# Boston Scientific Corporation (BSX) — Narrative, Q3 2026

## Business

*From the annual report on Form 10-K for 2025 (fiscal year ended December 31, 2025), accession 0000885725-26-000010.*

Boston Scientific develops, manufactures and sells less-invasive medical devices: catheters, stents, ablation systems, implantable heart and neuromodulation devices, endoscopy and urology tools. Revenue comes mainly from selling single-use devices to hospitals, physicians and other health care providers, who in turn bill government programs (Medicare and Medicaid in the U.S.) and private insurers. Net sales were $20.074 billion in 2025. About 64% came from the U.S. ($12.864 billion) and 36% from international markets. Emerging Markets contributed $2.985 billion. The company had approximately 59,000 employees at year-end 2025, about 60% of them outside the U.S.

There are two reportable segments. In the fourth quarter of 2025, the legacy Cardiology and Peripheral Interventions businesses were combined into one Cardiovascular business; the reportable segments did not change.

On October 7, 2026 the company announced that from January 1, 2027 it will report three segments: Interventional Therapies, Rhythm Solutions and MedSurg (Form 8-K, accession 0000885725-26-000064).

**Cardiovascular ($13.250 billion in 2025, about two-thirds of sales)**
- *Electrophysiology ($3.325 billion, up from $1.904 billion in 2024).* This business sells the FARAPULSE Pulsed Field Ablation (PFA) System for atrial fibrillation (AF), along with mapping (OPAL HDx), access sheaths and legacy cryo- and radiofrequency ablation. Since FARAPULSE launched in 2024 the company has seen rapid conversion from older modalities to PFA, and PFA is now the largest part of the unit. FARAPULSE's label was expanded to persistent AF in the U.S. and Japan in 2025.
- *Interventional Cardiology and Vascular Therapies ($4.639 billion).* Products include coronary drug-eluting stents (SYNERGY), the AGENT drug-coated balloon, intravascular imaging (AVVIGO+, OptiCross IVUS), atherectomy, peripheral drug-eluting stents and balloons, and thrombus therapies (AngioJet, EKOS). The unit also covers venous products. In 2025 it added Bolt Medical (laser-based intravascular lithotripsy) and SoniVie (TIVUS renal denervation, investigational).
- *Watchman ($1.958 billion).* The WATCHMAN left atrial appendage closure (LAAC) device offers a non-drug alternative to oral anticoagulants for stroke-risk reduction in non-valvular AF. The company describes it as the leading percutaneous LAAC device globally.
- *Cardiac Rhythm Management ($2.332 billion).* This unit sells implantable defibrillators, pacemakers, insertable cardiac monitors, and remote patient monitoring.
- *Interventional Oncology and Embolization ($996 million).* Products include TheraSphere Y-90 liver cancer therapy, cryoablation and embolization devices.

**MedSurg ($6.824 billion in 2025)**
- *Endoscopy ($2.916 billion).* This unit sells devices for GI and pancreaticobiliary conditions, including hemostatic clips, AXIOS stents, SpyGlass, the EXALT single-use duodenoscope, endoluminal surgery and weight-loss devices.
- *Urology ($2.709 billion).* Products cover stone management (LithoVue, MOSES lasers), BPH therapy (Rezūm, GreenLight), prosthetic urology, SpaceOAR hydrogel and Axonics sacral neuromodulation. Urology grew 23.1% in 2025, mostly from the Axonics acquisition.
- *Neuromodulation ($1.199 billion).* This unit sells spinal cord stimulators (WaveWriter Alpha), the Intracept system for vertebrogenic low back pain, radiofrequency ablation for pain, and deep brain stimulation (Vercise Genus).

**Strategy and competition.** Management's five strategic imperatives are to strengthen category leadership, expand into high-growth adjacencies, drive global expansion, fund growth through efficiency, and develop key capabilities. Acquisitions are central to the strategy. The company competes with large multi-line device makers and with single-product specialists. It also faces low-cost manufacturers and, especially in China, domestic suppliers that benefit from local status. Customers increasingly buy on price, value and evidence, through consolidated purchasing and national or regional tenders.

**Pending Penumbra acquisition.** On January 14, 2026 the company agreed to acquire Penumbra, Inc. (announced January 15) for $374 per share, about $14.5 billion. Penumbra makes mechanical thrombectomy products, including the Lightning Bolt and Lightning Flash computer-assisted vacuum thrombectomy systems, and neurovascular products. The deal would give Boston Scientific a scaled position in thrombectomy and neurovascular. The status of the transaction is set out under Subsequent events.

## Risk factors

*From the 2025 Form 10-K (accession 0000885725-26-000010), updated by the Q3 2026 Form 10-Q (accession 0000885725-26-000070).*

**Updated in the Q3 2026 10-Q**
- **Cybersecurity, now realized.** On August 25, 2026 the company identified a cybersecurity incident that caused a global disruption to its operations and impaired its ability to manufacture, process and ship customer orders. Operations have since been fully restored. Management warns it may not recover all of the lost revenue, could lose market share, and expects higher costs for remediation and for strengthening its cybersecurity program. Civil legal claims have been filed and regulatory scrutiny is possible. Manual workarounds used during the outage could affect internal processes and controls, including financial reporting.
- **Supply chain and manufacturing concentration.** Most products are made at only one or a few sites, so any interruption can halt supply. The August incident showed that a cyberattack, not just a physical event, can stop production. The company resumed operations within weeks, but warns that a future interruption might not be resolved as quickly.

**From the 2025 10-K**
- **Competition and technological change.** The markets move fast, and competitors may have greater resources, low-cost offerings or new models built on robotics, navigation or AI. Late next-generation launches or a loss of physician confidence could cost market share. In 2026 the company has reported increased competition in Electrophysiology, its fastest-growing business.
- **Dependence on a few products.** Certain products, especially new products and launches, may have a disproportionate effect on results. Missing growth projections, poor clinical outcomes, approval delays, or an inability to scale manufacturing at target margins for such products could materially hurt results.
- **Pricing, procedure volumes and reimbursement.** Prices are pressured by hospital consolidation, government tenders and cost containment. Procedures moving to outpatient and office settings, conditional or withdrawn coverage, and health-technology assessments can all reduce prices or volumes.
- **International exposure (36% of 2025 sales).** Risks include currency swings, local preferences for domestic manufacturers, stricter and slower approval regimes, FCPA and export-control enforcement, and conflicts such as Russia/Ukraine, the Middle East and Taiwan Strait tensions.
- **Tariffs and trade.** Some U.S. tariffs the company pays were under Supreme Court challenge, and any refund was uncertain in timing and amount. New tariffs, reciprocal measures or tariff increases by China could materially hurt results.
- **Leverage and credit ratings.** Total debt was $11.436 billion at the end of 2025. Losing investment-grade ratings would raise borrowing costs, and the credit agreements carry a maximum leverage covenant. The pending Penumbra acquisition is to be funded with about $11 billion of cash on hand and newly issued debt, with the rest paid in stock.
- **Acquisitions and impairments.** Integration may fail to deliver synergies, minority stakes bring governance challenges, and acquired assets can be impaired. In 2024 the company impaired intangibles from Cryterion (cryoablation displaced by FARAPULSE) and Devoro.
- **Restructuring execution.** Cost programs may not deliver their targeted savings and may disrupt the business or the workforce.
- **Supplier and sterilization dependence.** Some components are single-sourced and need regulatory validation to replace. Sterilization depends partly on contract sterilizers and on ethylene oxide rules, and PFAS restrictions could disrupt certain materials.
- **Regulation and quality.** Products face FDA, EU MDR and other regulators that are becoming stricter and less predictable. Possible consequences include warning letters, recalls, seizures or exclusion from reimbursement. Government subpoenas and investigations, under the Anti-Kickback Statute, False Claims Act and FCPA among others, are a recurring cost.
- **Tax.** Pillar Two global minimum tax rules and their implementation are uncertain, and audits are ongoing. Tax incentives, including Costa Rica's Free Trade Zone regime, expire between 2028 and 2034 unless renewed.
- **Intellectual property and litigation.** Patent suits can lead to royalties or injunctions. The company is largely self-insured for product liability and environmental claims and fully self-insured for IP infringement, so adverse outcomes fall mostly on its own results.

## Management's discussion: fiscal 2025

*From the 2025 Form 10-K, accession 0000885725-26-000010.*

2025 was a year of strong growth driven by Electrophysiology. Net sales rose 19.9% to $20.074 billion (19.2% operational, 15.8% organic), after 17.6% growth in 2024. Cardiovascular grew 23.2% to $13.250 billion and MedSurg grew 13.9% to $6.824 billion. Management attributes the growth mainly to FARAPULSE, continued WATCHMAN adoption, and the AGENT drug-coated balloon. Electrophysiology sales rose from $1.904 billion to $3.325 billion. Emerging Markets grew 11.4%, led by China.

Net income attributable to common stockholders rose 56.4% to $2.898 billion, or $1.94 per diluted share (2024: $1.25). On the company's adjusted (non-GAAP) basis, EPS was $3.06 versus $2.51.

- **Gross margin** rose to 69.0% from 68.6%. A richer mix of higher-margin products was partly offset by inventory charges from discontinuing the ACURATE aortic valve platform, higher tariffs and other period costs.
- **Operating expenses.** SG&A rose 15% to $6.887 billion but fell to 34.3% of sales from 35.7%. R&D rose 27% to $2.052 billion, or 10.2% of sales, as the company funded clinical evidence for acquired technologies.
- **Portfolio exit.** On May 28, 2025 the company stopped selling the ACURATE neo2 and ACURATE Prime aortic valves worldwide and dropped its pursuit of U.S. approval. The decision led to about $87 million of restructuring and related charges.
- **Other charges.** A $194 million litigation charge settled a legacy IP matter tied to an acquired company. Intangible impairments fell to $46 million from $386 million in 2024. The 2023 Restructuring Plan, expanded in July 2025, was substantially complete by year-end. Cumulative charges were $668 million at that point; the 2026 10-Q later reported $748 million at final completion.
- **Tax.** The reported tax rate was 14.6%, against 18.9% on continuing operations, reflecting acquisition-related charges and stock-compensation tax benefits.
- **Cash flow and balance sheet.** Operating cash flow rose $1.100 billion to $4.534 billion. Capital spending was $876 million, and acquisitions (Bolt Medical, SoniVie, Cortex, Intera, Anrei Medical) cost $1.593 billion net. The company issued €1.500 billion of euro notes and repurchased no stock. Year-end cash was $1.965 billion, total debt $11.436 billion, and the covenant leverage ratio 1.92 times against a 4.50-times limit.

## Current quarter: Q3 2026 (three months ended September 30, 2026)

*From the Q3 2026 Form 10-Q (accession 0000885725-26-000070) and the Q3 earnings release furnished on Form 8-K (accession 0000885725-26-000066). Guidance history is from the earnings releases furnished on Forms 8-K, accessions 0000885725-26-000006, 0000885725-26-000031 and 0000885725-26-000051, and the Form 8-K at accession 0000885725-26-000059.*

The quarter was dominated by the August cybersecurity incident. It coincided with increased competition in Electrophysiology and a slowing LAAC market for WATCHMAN.

**Results.** Net sales were $5.138 billion, up 1.5% on reported, operational and organic bases. Net income attributable to common stockholders fell 22.9% to $582 million, or $0.40 per diluted share, versus $755 million ($0.51) a year earlier. Adjusted EPS was $0.73 versus $0.75. Management attributes the profit decline to manufacturing and order-fulfillment disruption, idle-production costs from the incident, and higher litigation charges ($81 million in the quarter).

**What drove sales.** Interventional Cardiology and Vascular Therapies grew to $1.273 billion from $1.135 billion, led by the AGENT drug-coated balloon. That growth was offset by declines in the two businesses that had powered 2025. For both, the company cites increased Electrophysiology competition, a slowing LAAC market and the incident's disruption:
- Electrophysiology fell to $816 million from $865 million.
- Watchman fell to $482 million from $512 million.

Cardiovascular overall grew 1.9% to $3.406 billion and MedSurg grew 0.6% to $1.733 billion. Within MedSurg:
- Neuromodulation grew 13.1%, led by the newly acquired Nalu peripheral nerve stimulation system and Intracept.
- Endoscopy fell 0.8% and Urology 3.2%, hit by the incident and by volume-based procurement in China. Urology was also affected by commercial disruption in sacral neuromodulation.

By region, U.S. sales rose 0.5%, EMEA 4.4% (6.1% operational), Asia-Pacific fell 0.6%, and Latin America and Canada rose 16.0%.

**Margins and costs.**
- Gross margin fell to 66.7% from 69.9%. Abnormal production variances from the cybersecurity incident alone cost 1.7 percentage points; investments in supply chain and quality systems also weighed.
- SG&A fell $58 million to $1.683 billion (32.7% of sales) on spending control, despite incident-related costs. R&D was $520 million.
- The quarter also included a $39 million intangible impairment and $94 million of restructuring and related charges.
- The reported tax rate was 20.8%, raised by return-to-provision adjustments.

**Nine months.** Net sales rose 6.7% to $15.784 billion (5.8% organic). Net income attributable to common stockholders rose 27.1% to $2.830 billion ($1.92 per diluted share). Management attributes the increase to higher sales and a $383 million discrete tax benefit in the first quarter, partly offset by incident-related costs. The nine-month results also include an $83 million pre-tax benefit, recorded in cost of products sold, from recovering tariffs previously paid under the International Emergency Economic Powers Act (IEEPA). Adjusted EPS was $2.39 versus $2.26. Operating cash flow fell $301 million to $2.870 billion on higher working-capital payments. Capital spending was $552 million.

**Cybersecurity incident timeline.**
- August 25, 2026: the company identified the incident.
- August 26, 2026: it disclosed the incident on Form 8-K (accession 0000885725-26-000056).
- September 7, 2026: in a Form 8-K under Item 1.05 filed the next day (accession 0000885725-26-000059), it determined the incident was likely to have a material impact on third-quarter and full-year 2026 results. It also said it was unlikely to meet the guidance issued on July 29. At that point major distribution centers were shipping at or above normal levels and manufacturing had resumed at most facilities.
- The 10-Q reports that operations have been fully restored.

**Cost restructuring.** On July 21, 2026 the board approved a new 2026 Restructuring Plan, disclosed on Form 8-K at accession 0000885725-26-000049.
- It is expected to cost $700 million to $800 million pre-tax, of which $600 million to $700 million is cash.
- It targets about $500 million of gross annual pre-tax savings, partly to be reinvested.
- It covers supply-chain optimization including production-line transfers, functional transformation, and some headcount reductions.
- Work is to be substantially complete by the end of 2029. $102 million had been recorded through September 30, 2026.

**Capital deployment in 2026 to date.**
- **Nalu Medical (closed January 27).** About $523 million in cash, net of cash acquired. The 10-K, written just after closing, gave about $517 million.
- **Valencia Technologies Corporation.** Maker of the eCoin implantable tibial nerve stimulation device for urge urinary incontinence. The Q1 2026 earnings release furnished on Form 8-K (accession 0000885725-26-000031) reports that the acquisition was completed; no price was disclosed.
- **Scivita Medical (closed August 24).** An endoscope maker, acquired for $213 million upfront plus up to $30 million on a commercialization milestone.
- **MiRus LLC (May 15).** A $1.500 billion investment, in addition to an earlier $100 million, for about 33.75% of MiRus's equity. It includes an option to buy MiRus's TAVR business (the SIEGEL transcatheter aortic valve) for a further $3.000 billion after clinical and regulatory milestones.
- **Share repurchase.** A $2.000 billion accelerated buyback with JPMorgan delivered about 40 million shares in May–June. $3.000 billion remains under the authorization, which the board raised to $5.000 billion in February.

**Liquidity at September 30, 2026.**
- Cash was $609 million. Commercial paper outstanding was $1.029 billion, backed by a new $3.000 billion revolver that matures in 2031.
- For Penumbra, the company has a $2.000 billion 364-day revolver and a $6.000 billion delayed-draw term loan. Both are undrawn and the term loan can be drawn only at closing.
- Covenant leverage was 1.95 times against a 3.75-times limit, which steps up to 4.75 times after a qualifying acquisition.
- About 91% of debt is fixed-rate.

**Litigation.**
- *Accrual.* The legal accrual rose to $370 million from $242 million at year-end. Litigation charges were $157 million for the nine months.
- *Spinal cord stimulators.* Federal product-liability cases over the company's spinal cord stimulators were consolidated into a multidistrict litigation (MDL) in the Central District of California on June 5, 2026.
- *Securities and derivative suits.* A securities class action filed March 5, 2026 alleges misleading statements about guidance and U.S. electrophysiology growth. It follows the stock's drop on February 4, 2026, when fourth-quarter 2025 results were released. Related derivative suits have been filed and stayed.
- *Transvaginal mesh.* Most mesh product-liability cases are covered by settlement agreements, and an accrual is held for the remaining claims.

**Guidance has been cut three times this year.** The table below gives each full-year 2026 outlook issued so far.

| Date issued | Net sales growth (reported) | Adjusted EPS |
|---|---|---|
| February 4, 2026 | 10.5% to 11.5% | $3.43 to $3.49 |
| April 22, 2026 | 7.0% to 8.5% | $3.34 to $3.41 |
| July 29, 2026 | 5.5% to 6.5% | $3.28 to $3.32 |
| October 28, 2026 | about 4.25% (about 3.75% organic) | $3.16 to $3.18 |

For the fourth quarter of 2026, the company expects net sales to fall 1% to 3% on reported and organic bases, with adjusted EPS of $0.77 to $0.79. It has not reconciled forward adjusted EPS to GAAP.

## Subsequent events

*From the Q3 2026 Form 10-Q (accession 0000885725-26-000070), Note A (Subsequent Events), Note B (Acquisitions and Strategic Investments) and Note H (Commitments and Contingencies).*

**After quarter-end (October 1 to the November 2, 2026 filing date)**
- **Blackstone R&D funding (October 2, 2026).** The company agreed with funds managed by Blackstone Life Sciences Advisors to co-fund development of the VITALYST temporary percutaneous transvalvular circulatory support system, for heart-attack patients in cardiogenic shock.
  - The company may receive up to $455 million from signing through U.S. regulatory approval, based on qualifying development costs. The funding will reduce R&D expense as costs are incurred.
  - If the product is approved in the U.S., Blackstone may receive fixed regulatory and commercial milestone payments of up to 2.5 times the amount it funded, plus royalties on net sales.
  - Under certain termination circumstances the company could owe Blackstone a multiple of the amount funded; it considers these circumstances remote.
  - Nothing had been recognized at September 30, 2026.
- **Rehearing denied in University of Texas patent case (October 7, 2026).** On July 27, 2026 the Federal Circuit reversed a 2023 jury verdict of $42 million (plus about $7 million in pre-judgment interest) over the SYNERGY stent and found UT's patent invalid and not infringed. On October 7, 2026 it denied UT's petition for rehearing.

**Signed and still pending at the filing date**
- **Penumbra, Inc. (agreed January 14, 2026, announced January 15; about $14.5 billion).** Terms and financing:
  - Penumbra holders may elect $374 in cash or 3.8721 Boston Scientific shares per Penumbra share, subject to proration. Total consideration is about 73% cash and 27% stock.
  - The roughly $11 billion cash portion is to be funded with cash on hand and new debt.
  - The company expects the deal to dilute adjusted EPS by $0.06 to $0.08 in the first full year after closing (from the announcement release on Form 8-K, accession 0000947871-26-000034).

  Status at the filing date:
  - The FTC issued a Second Request on March 16, 2026, and Penumbra stockholders approved the deal on May 6, 2026.
  - Closing is now expected in early 2027, not in 2026 as originally guided, subject to regulatory clearances.
  - Penumbra will be integrated into the Cardiovascular division; under the segment structure announced on October 7, it will be reported in the new Interventional Therapies segment (Form 8-K, accession 0000885725-26-000064).
- **Jiangsu TingSN Technology Co., Ltd. (agreed September 11, 2026).** TingSN is a privately held Chinese maker of catheter-based cardiac and vascular devices, including intravascular and intracardiac ultrasound imaging. The price is about $250 million in cash upfront plus up to $75 million on commercialization and sales milestones. Closing is expected in the fourth quarter of 2026, and the business will complement the Cardiovascular portfolio.