Form 8-K

8-K — BOSTON SCIENTIFIC CORP

Accession: 0000885725-26-000064

Filed: 2026-10-07

Period: 2026-10-01

CIK: 0000885725

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — bsx-20261001.htm (Primary)

EX-10.1 (ex101-offerletter.htm)

EX-99.1 (ex991-octoberbscpressrelea.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

_____________________________________________________________________

Date of Report (Date of earliest event reported): October 1, 2026

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 1-11083 04-2695240

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234

(Address of principal executive offices) (Zip Code)

(508) 683-4000

(Registrant's telephone number, including area code)

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

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, $0.01 par value per share BSX New York Stock Exchange

0.625% Senior Notes due 2027 BSX27 New York Stock Exchange

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Chief Operating Officer

On October 7, 2026, Boston Scientific Corporation (the “Company”) announced that Joe Fitzgerald, who currently serves as Executive Vice President and Group President, Cardiovascular, has been promoted to Executive Vice President and Chief Operating Officer of the Company, effective as of January 1, 2027.

Mr. Fitzgerald, age 63, joined the Company in 1990, and has held a variety of management positions in the Company’s Cardiovascular business. In his current position, which he has held since May 2022, Mr. Fitzgerald oversees development and commercialization of advanced heart therapies for health care professionals and patients globally. Prior to that, Mr. Fitzgerald served as Executive Vice President and President, Cardiology from January 2022 to April 2022, as Executive Vice President and President, Interventional Cardiology from July 2020 to January 2022, as Executive Vice President and President, Rhythm Management from 2014 to 2020, and as Senior Vice President and President, Cardiac Rhythm Management from 2011 to 2014, as well as various roles of increasing responsibility prior to that. Mr. Fitzgerald is a member of the Company’s Global Council for Inclusion and is executive sponsor of the Company’s Women’s Network employee resource group. Mr. Fitzgerald received an MBA from Southern Illinois University with a concentration in marketing and finance and a BS in business from Indiana University.

Under the terms of Mr. Fitzgerald’s offer letter (the “Offer Letter”), effective as of January 1, 2027, as Executive Vice President and Chief Operating Officer, Mr. Fitzgerald will be entitled to the following:

•An annual base salary of $1,050,000;

•Continued eligibility to participate in the Company’s Annual Bonus Plan, with an incentive target percentage equal to 110% of his annual base salary;

•Continued eligibility to participate in the Company’s Deferred Bonus Plan, as previously filed with the SEC, pursuant to which Mr. Fitzgerald is able to elect to defer up to 75% of the annual bonus awarded to him for each applicable year;

•An annual equity award for 2027 having a total grant date fair value of $7,000,000, to be made pursuant to the Company’s 2011 Long Term Incentive Plan, as amended (the “LTIP”), as previously filed with the SEC, and in the normal course for annual equity awards granted to executive officers pursuant to the Company’s long term incentive program, expected in February 2027. The equity award will be in the form of non-qualified stock options and restricted stock units (“RSUs”), including performance-based RSUs, in each case subject to the provisions of the LTIP and applicable award agreements and vesting 25% per year; thereafter, long term incentive compensation grants for Mr. Fitzgerald will be evaluated annually in the normal course by the Executive Compensation and Human Resources Committee of the Company’s Board of Directors, consistent with the Company’s long term incentive program for its executive officers;

•Continued eligibility to participate in the Company’s Executive Retirement Plan, as previously filed with the SEC, under which Mr. Fitzgerald would be eligible to receive certain benefits if he retires (as defined in the Executive Retirement Plan) from the Company, including a lump sum payment equal to 2.5 months base salary for each year of service, subject to a maximum benefit of 36 months; and

•Payments and benefits provided for under the Company’s standard form of Change in Control Agreement for its executive officers, as previously filed with the SEC, in the event of, following a Change in Control, Mr. Fitzgerald’s termination by the Company without “cause” or his resignation for “good reason,” all subject to and in accordance with the agreement.

The Company has previously entered into an Indemnification Agreement with Mr. Fitzgerald on the Company’s standard form for its executive officers, as previously filed with the SEC.

A form of Mr. Fitzgerald’s Offer Letter is included in this filing as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Offer Letter.

There are no arrangements or understandings between Mr. Fitzgerald and any other person pursuant to which Mr. Fitzgerald was selected as an officer, and there are no family relationships between Mr. Fitzgerald and any director or other officer of the Company. Certain transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Fitzgerald has an interest that are required to be reported under Item 404(a) of Regulation S-K are described in the section titled “Related Party Transactions” in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 2026.

Chief Accounting Officer

On October 1, 2026, the Company’s Board of Directors appointed Emily Woodworth (Collins) as Senior Vice President, Global Finance Controller and Finance Transformation, effective as of March 1, 2027. Ms. Woodworth will continue serving in her current position as Senior Vice President, Global Controller and Chief Accounting Officer, which she has held since January 2024, until March 1, 2027, at which time Ms. Woodworth will no longer serve as the Company’s Chief Accounting Officer. Ms. Woodworth’s transition from the Chief Accounting Officer position is not due to any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies, or practices.

Also on October 1, 2026, the Company’s Board of Directors appointed Mark Bickel, age 49, as Senior Vice President, Global Accounting Controller and Chief Accounting Officer, effective as of March 1, 2027. Mr. Bickel currently serves as Senior Vice President, Finance and Global Controller of the Company’s Cardiovascular business, a position he has held since January 2025. Prior to serving in his current role, Mr. Bickel served in various roles of increasing responsibility, including as Group Vice President, Finance and Global Cardiology Controller from 2022 to 2024, and before that as Vice President, Finance and Global Controller, Rhythm Management from 2013 to 2021. Mr. Bickel received an MBA from Indiana University with a concentration in finance, a BS in physical therapy from Indiana University, and is an active Certified Public Accountant (CPA).

Mr. Bickel is expected to receive a base salary and participate in the Company’s annual bonus plan and incentive stock awards program, as well as continue to be eligible to participate in other employee benefit programs, commensurate with the Company’s officers.

There are no arrangements or understandings between Mr. Bickel and any other person pursuant to which Mr. Bickel was selected as an officer, and there are no family relationships between Mr. Bickel and any director or other officer of the Company. Mr. Bickel does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

A copy of the Company’s press release dated October 7, 2026, announcing the events described under Item 5.02 above is included in this filing as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Form of Offer Letter dated October 1, 2026 between Mr. Fitzgerald and Boston Scientific Corporation.

99.1 Press Release issued by Boston Scientific Corporation, dated October 7, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Date: October 7, 2026 BOSTON SCIENTIFIC CORPORATION

By: /s/ Susan Thompson

Susan Thompson

Vice President, Chief Corporate Counsel and Assistant Secretary

EX-10.1

Filename: ex101-offerletter.htm · Sequence: 2

Document

Exhibit 10.1

October 1, 2026

Joseph M. Fitzgerald

Dear Joe:

We are pleased to inform you that effective January 1, 2027, subject to your acceptance of this offer, you will remain a member of Boston Scientific’s Leadership Team, an “executive officer” under the U.S. federal securities laws and an “officer” for purposes of Section 16 of the Exchange Act. Your new position title will be Executive Vice President and Chief Operating Officer (your title is subject to approval by the Boston Scientific Board of Directors Nomination and Governance Committee at the next meeting). You will continue to report to Michael Mahoney, Chairman, President and CEO. We look forward to you formally accepting this offer.

COMPENSATION

Boston Scientific’s compensation programs provide our employees with significant compensation opportunities on a pay for performance basis. The objective of these programs is to recognize and reward both individual and company performance during the performance year (defined as January 1st through December 31st of each year).

Base Salary: Effective January 1, 2027, your base salary for this position will be $40,384.62 currently payable bi-weekly, equivalent to $1,050,000 on an annualized basis. Your performance and base salary will generally be reviewed on an annual basis during the normal executive review process and approved by the Executive Compensation and Human Resources Committee of the Boston Scientific Board of Directors. Your next base salary review is expected to commence in the first quarter of 2028, with subsequent reviews conducted during the normal first quarter annual executive review processes.

Annual Bonus Plan: You will continue to be eligible to participate in the Boston Scientific Corporation Annual Bonus Plan, subject to its terms. The Annual Bonus Plan provides employees with the opportunity for a variable financial incentive in recognition of performance in a given year. Your 2027 annual target incentive will be increased from 90% to 110% of your base salary. Your actual award will be based on your achievement of individual goals and the company's achievement of corporate performance goals. Under the Annual Bonus Plan, generally you must be an employee on the date of payment to be eligible to earn and receive any bonus payment.

Deferred Bonus Plan: You will continue to be eligible to participate in the Boston Scientific Corporation Deferred Bonus Plan, subject to its terms. This Deferred Bonus Plan allows you to save additional tax-deferred money for your future by deferring a portion of your annual bonus awarded under the Annual Bonus Plan. Specifically, under the Deferred Bonus Plan, on an annual basis, you can elect to defer up to 75% of the bonus awarded to you under the Annual Bonus Plan, subject to the provisions of the Deferred Bonus Plan. The bonus deferral election opportunity will be in June 2027 for the 2027 plan year (for the bonus payable in Q1 2028) and we expect a bonus deferral opportunity to be offered in each subsequent year for which you are eligible.

Annual and Promotional Equity Grant: As part of this offer, we are offering you an equity award inclusive of a combined annual and promotional amount, having a total value of $7,000,000 on the effective date of the grant, which we expect to be on or around February 11, 2027, subject to the approval of the Executive Compensation and Human Resources Committee of the Boston Scientific Board of Directors. Your award will be made pursuant to the Amended and Restated 2011 Boston Scientific Long-Term Incentive Plan (2011 LTIP) and the relevant award agreements. The current program provides for an equal mix of Total Shareholder Return Performance Shares (rTSR PSP), Organic Net Sales Growth Performance Shares (ONSG PSP), Restricted Stock Units (RSU’s) and Non-Qualified Stock Options.

Thereafter, your performance and entitlement to long-term incentive compensation grants will be reviewed in the normal course, on an annual basis. The mix of stock vehicles and target value for your level will be evaluated annually by the Executive Compensation and Human Resources Committee of the Boston Scientific Board of Directors.

Page | 2

BENEFITS

You will remain eligible to continue participation in all benefit programs for which you were previously eligible and enrolled. Boston Scientific reserves the right to change and/or terminate any aspect of our benefit offerings, including employer contributions toward benefits.

Executive Physical: As a Boston Scientific Leadership Team member, Boston Scientific will continue to provide you with an annual executive level physical, which will be coordinated through a local preferred provider. Details will be sent under separate cover.

Financial Planning: As a Boston Scientific Leadership Team Member, Boston Scientific will continue to provide you access to financial planning services which will be coordinated through a preferred provider.

Executive Retirement Plan: As a Boston Scientific Leadership Team member, you will continue to be eligible for The Boston Scientific Leadership Team Executive Retirement Plan, as amended from time to time (“Executive Retirement Plan”). As a participant, upon your “retirement” (as defined in the Executive Retirement Plan”) from Boston Scientific, and subject to and in accordance with the terms of the Executive Retirement Plan, you will be eligible to receive a lump sum payment up to 36 months of your salary (less applicable withholdings). Details will be sent under separate cover.

Change in Control Agreement: As a Boston Scientific Leadership Team member, you will continue to be eligible for an executive-level Change in Control agreement. In general, the Change in Control Agreement would entitle you to a lump sum payment of two times your base salary and assumed on-plan incentive bonus if, following a change in control of Boston Scientific, either your employment is terminated other than for “cause” or you resign for “good reason” (each as defined in the Change in Control Agreement) all subject to and in accordance with the written terms of the Change in Control Agreement.

Boston Scientific reserves the right to amend or eliminate any of the compensation or benefit plans set forth in this offer, including without limitation the Annual Bonus Plan, the Deferred Bonus Plan, and the Executive Retirement Plan, at the sole discretion of the Boston Scientific Board of Directors or the Board’s authorized delegate, and, where required, upon notice to you prior to your retirement. The plans in effect at the time of your retirement will govern and control.

EMPLOYMENT AT WILL

You will remain an “at will” employee of Boston Scientific. This means that you remain free to resign at any time. Likewise, Boston Scientific will continue to have the right to terminate your employment at any time, with or without reason or notice. Acceptance of this transfer acknowledges your continued understanding and acceptance of the “at will” nature of your employment.

Your Boston Scientific Agreement Concerning Employment (ACE) will remain in full force and effect.

This offer of employment is contingent upon an acceptance no later than October 5, 2026.

Please indicate your acceptance below.

Joe, we would like to congratulate you on this well-deserved promotion and wish you continued success. We look forward to your acceptance of this offer.

Sincerely,

/s/ Michael F. Mahoney

Michael F. Mahoney

Chairman, President and Chief Executive Officer

Agreed to and Accepted by: /s/ Joseph M. Fitzgerald Date: 10/1/2026 Joseph M. Fitzgerald

EX-99.1

Filename: ex991-octoberbscpressrelea.htm · Sequence: 3

Document

Exhibit 99.1

Boston Scientific appoints Joseph M. Fitzgerald Executive Vice President and Chief Operating Officer

New operating structure designed to increase efficiency and support continued growth

MARLBOROUGH, Mass., Oct. 7, 2026 — Boston Scientific Corporation (NYSE: BSX) today announced the appointment of Joseph M. Fitzgerald to executive vice president and chief operating officer (COO), effective Jan. 1, 2027. In this role, Fitzgerald will oversee the company’s global operations, business units and regions.

In connection with Fitzgerald’s appointment, Boston Scientific will establish three reportable segments* — Interventional Therapies, Rhythm Solutions and MedSurg also effective Jan. 1. As the company continues to grow and expand its portfolio, the structure is designed to enable faster decision making and support strategic allocation of investments across the company’s portfolio.

“Joe’s deep knowledge of our business and markets, strategic leadership and strong track record of execution make him well suited for this role,” said Mike Mahoney, chairman and chief executive officer, Boston Scientific. “These changes reflect the scale and breadth of our business today and the opportunities ahead. The new operating model will create greater capacity to focus on our long-term growth priorities while enabling our businesses to move faster and remain close to our customers and their patients.”

Lance Bates, executive vice president and president, Interventional Therapies, will lead the global Interventional Therapies segment, which will include the Penumbra business following the anticipated close of the acquisition. Nick Spadea-Anello, executive vice president and president, Atrial Fibrillation Solutions, will lead the global Rhythm Solutions segment. Stephen Morse, senior vice president and president, Asia Pacific, will serve as executive vice president and president, MedSurg and Asia Pacific. Each will report to Fitzgerald.

Fitzgerald currently serves as executive vice president and group president, Cardiovascular, Boston Scientific. Under his leadership, the company has strengthened its portfolio through organic innovation, strategic investments and commercial execution, introducing new technologies that have advanced care for patients around the world.

*Interventional Therapies will include the Interventional Cardiology, Vascular Therapies and Interventional Oncology & Embolization businesses; Rhythm Solutions will include Electrophysiology, WATCHMAN and Cardiac Rhythm Management & Diagnostics; and MedSurg will include Endoscopy, Urology and Neuromodulation.

About Boston Scientific

Boston Scientific transforms lives through innovative medical technologies that improve the health of patients around the world. As a global medical technology leader for more than 45 years, we advance science for life by providing a broad range of high-performance solutions that address unmet patient needs and reduce the cost of healthcare. Our portfolio of devices and therapies helps physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological and urological diseases and conditions. Learn more at www.bostonscientific.com and follow us on LinkedIn.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "may," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our management transition and organizational plans, business plans and product performance, and financial performance. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Risks and uncertainties that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical conflicts and tensions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property; litigation; financial market conditions; the execution and effect of our business strategy, including our cost-savings and growth initiatives; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K filed with the

Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law. This cautionary statement is applicable to all forward-looking statements contained in this press release.

CONTACT:

Media: Chanel Hastings Investors: Lauren Tengler

508-382-0288 (office) 508-683-4479 (office)

Media Relations Investor Relations

Boston Scientific Corporation Boston Scientific Corporation

chanel.hastings@bsci.com BSXInvestorRelations@bsci.com

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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Trading symbol of an instrument as listed on an exchange.

+ References

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

-Number 230

-Section 425

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