Medtronic plc (MDT) Medtronic plc is a leading global medical technology enterprise that invents, develops, manufactures, and distributes an extensive range of device-based medical therapies. These solutions serve healthcare systems, clinicians, physicians, and patients across the world. The company's operations are categorized into several key portfolios: Cardiovascular Portfolio: This segment focuses on cardiac health, providing technologies for heart rhythm management, including implantable pacemakers, defibrillators, and monitoring systems, alongside cardiac ablation tools and remote patient software. It also addresses structural heart issues with products like aortic and pulmonary valves, surgical repair devices, and endovascular stent grafts, in addition to offerings for percutaneous coronary interventions (e.g., angioplasty balloons). Medical Surgical Portfolio: Offering a broad spectrum of surgical instruments and therapies, this division includes staples, vessel sealing devices, wound closure products, and electrosurgical equipment. It also pioneers surgical artificial intelligence and robotic-assisted platforms, alongside solutions for hernia repair, gynecology, lung conditions, minimally invasive gastrointestinal and hepatologic diagnostics, patient monitoring, airway management, ventilation therapies, and renal disease. Neuroscience Portfolio: This division delivers specialized products for a diverse group of medical professionals, such as spinal surgeons, neurosurgeons, neurologists, pain management specialists, and ENT experts. Its offerings span energy surgical instruments, advanced image-guided and intra-operative imaging systems, robotic guidance for spine procedures, and therapies targeting the brain's vasculature. Diabetes Operating Unit: Dedicated to diabetes management, this unit provides innovative solutions like insulin pumps and their associated consumables, continuous glucose monitoring (CGM) systems, and smart insulin pen technologies. Established in 1949, Medtronic plc maintains its corporate headquarters in Dublin, Ireland.
Sector: Electromedical & Electrotherapeutic Apparatus
Industry: Medical - Devices
Medtronic plc NYSE:MDT Healthcare · Medical - Devices
Mkt Cap $122.04B
Div Yield 3.00%
AH Close $95.41 +0.00% vs close
AH Close $95.41 +0.00% vs close
Mkt Cap $122.04B
Div Yield 3.00%
All Press Release SEC Filings News
Press Release
Orchestra BioMed to Host R&D Day Featuring Clinical Insights and Development Plans for AVIM Therapy and Virtue® SAB
Orchestra BioMed (OBIO) announced an R&D Day on November 12, 2026, in New York City with a live webcast, covering AVIM Therapy and Virtue SAB clinical programs.
Medtronic is Orchestra BioMed's strategic collaboration partner for developing and commercializing AVIM Therapy for uncontrolled hypertension in pacemaker-indicated patients.
The event is a scheduling notice only — no new clinical data or financial results were disclosed; relevant for MDT only as context on its pacing-partnership pipeline.
• 3d ago AI analysis › Press Release ⚠ 1
Medtronic announces positive results from real-world registries for the Sphere-9™ catheter and PulseSelect™ PFA System at APHRS 2026
Medtronic presented positive real-world registry results for the Sphere-9 catheter/Affera system and the PulseSelect PFA System at the APHRS 2026 scientific meeting.
The APEX registry (1,050 AFib patients) showed a 1.1% major complication rate, while the REAL PULSE registry (1,160 patients) reported a 100% acute success rate with a 0.09% acute major complication rate.
A separate European analysis of 46 VT patients demonstrated 87% acute success and 75% six-month freedom from VT recurrence; Sphere-9 remains investigational for VT in the U.S.
The data reinforce Medtronic's competitive position in cardiac ablation, where it is challenging rivals in the fast-growing pulsed field ablation market.
• 3d ago AI analysis › SEC Filing ● Major ⚠ 2
MDT: 8-K · acquisition merger
Medtronic plc completed the separation of MiniMed Group, Inc. on October 15, 2026, with the exchange offer settling and MiniMed now trading independently on Nasdaq under ticker MMED.
Medtronic exchanged all of its remaining 252,813,348 MiniMed shares in the split-off offer, which was 5.4x oversubscribed, with Goldman Sachs and BofA Securities serving as dealer managers. The company says the separation lets it focus on its Cardiovascular, Neuroscience and Surgical portfolios.
Separately, the Board promoted Michael Marinaro to President, Medtronic, with a $1.0 million base salary and ~$3.25 million in supplemental FY2027 long-term incentive awards, reporting to Chairman and CEO Geoff Martha. The company's Annual General Meeting also saw all twelve directors re-elected and PwC ratified as auditor for fiscal 2027.
SEC 8-K • 6d ago AI analysis › Press Release ⚠ 1
How an Olympic Runner Found Relief From Fecal Incontinence
Medtronic published a compensated patient story featuring former Olympian Krishna Stanton, who describes relief from fecal incontinence using InterStim sacral neuromodulation therapy.
Stanton received her first implant in 2007 and later transitioned to the newer InterStim X system, crediting the therapy and Medtronic support staff with helping her return to running; she set an age-group world marathon record in 2022.
The release is brand-awareness content with no new financial results, clinical trial data, or regulatory developments.
• 6d ago AI analysis › Press Release
Medtronic Named to TIME Best Inventions of 2026 List for Stealth AXiS™ surgical system and Corsano™* multi-parameter wearable
Medtronic's Stealth AXiS surgical system and the Corsano multi-parameter wearable were named to TIME's Best Inventions of 2026 list.
Stealth AXiS integrates planning, navigation, and robotic-assisted execution in one platform within Medtronic's AiBLE ecosystem, supporting spinal, cranial, and ENT procedures. The Corsano wearable is manufactured by Corsano Health B.V. and distributed by Medtronic in the U.S. and Western Europe.
The release is brand-recognition PR with no financial figures; commercial impact is not quantified.
• 10d ago AI analysis › Press Release ● Major
MiniMed Completes Separation from Medtronic
MiniMed today completed its separation from Medtronic, marking its first day as a fully independent company trading on Nasdaq under MMED.
Medtronic accepted 55,032,401 of its ordinary shares in exchange for 252,813,348 MiniMed shares, leaving Medtronic with no remaining equity stake in MiniMed. The exchange offer was 5.4x oversubscribed.
For MDT shareholders, the heavily oversubscribed exchange offer suggests strong demand for the standalone diabetes business and completes the portfolio simplification.
• 10d ago AI analysis › Press Release ● Major ⚠ 2
Medtronic Completes Separation of MiniMed Group, Inc.
Medtronic completed the separation of MiniMed Group, which now trades independently on Nasdaq as MMED.
Medtronic exchanged all of its remaining 252,813,348 MiniMed shares into its exchange offer, which was 5.4x oversubscribed, marking the split as final.
Medtronic will now focus on its Cardiovascular, Neuroscience and Surgical portfolios, while MDT holders who tendered receive MiniMed shares in book-entry form.
• 10d ago AI analysis › Press Release ⚠ 1
Medtronic Announces Final Results of MiniMed Group, Inc. Exchange Offer
Medtronic announced final results of its exchange offer separating its remaining stake in MiniMed Group, which was oversubscribed and expired October 9, 2026.
Medtronic will exchange its entire remaining interest — 252,813,348 MiniMed shares — for 55,032,401 Medtronic ordinary shares, with a final proration factor of 18.289133% applied to tendered shares other than odd-lot positions.
After completion, Medtronic will retain no MiniMed shares, fully concluding the separation; roughly 297.5 million Medtronic shares were validly tendered versus 55.0 million accepted, signaling strong shareholder demand to exit MDT into MiniMed.
• 11d ago AI analysis › Press Release
How Heart Monitoring and Ablation Helped One Father Overcome AFib
Medtronic published a patient story about Todd Repass Jr., whose atrial fibrillation was diagnosed and managed using the LINQ II insertable cardiac monitor and later treated with pulsed field ablation using the Sphere-9 catheter.
The LINQ II, an insertable monitor about a third the size of a AAA battery, captured AFib episodes that external Holter monitors had missed, guiding doctors to recommend the ablation.
More than a year after the procedure, Repass reports being AFib-free with continued device monitoring. The release is branded marketing content with no financial or clinical-trial data relevant to Medtronic's results.
• 13d ago AI analysis › Press Release ⚠ 1
Medtronic Announces Preliminary Results of MiniMed Group, Inc. Exchange Offer
Medtronic announced preliminary results of its split-off exchange offer for MiniMed Group: the offer was oversubscribed and Medtronic will exchange all 252,813,348 remaining MiniMed shares.
Holders will receive 4.5939 MiniMed shares per Medtronic share accepted, with an estimated 18.3% of tendered shares exchanged on a pro rata basis; approximately 298 million Medtronic shares were validly tendered and 55,032,401 will be accepted.
The final proration factor is expected October 14, 2026, after which Medtronic will retain no MiniMed stake, completing its separation of the diabetes business.
• 13d ago AI analysis › Press Release ⚠ 2
Medtronic Announces Final Exchange Ratio of 4.5939 in Split-Off of MiniMed Group, Inc.
Medtronic set the final exchange ratio at 4.5939 MiniMed shares per Medtronic ordinary share in its split-off exchange offer, which expires at midnight NYC time on Oct. 9, 2026.
The offer covers up to 225,361,295 MiniMed shares, and if oversubscribed Medtronic intends to exchange all remaining interest — an additional 27,452,053 shares — without extending the offer period.
Because the calculated ratio exceeded the 4.5939 upper limit, tendering shareholders face proration; Goldman Sachs and BofA Securities are dealer managers.
• 18d ago AI analysis › SEC Filing ● Major ⚠ 2
MDT: 425 · other
Medtronic filed a Rule 425 communication regarding an exchange offer in which it will offer up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock — currently owned by Medtronic — in exchange for shares of Medtronic common stock.
This exchange offer is the key step in Medtronic's separation of its MiniMed diabetes business, allowing Medtronic shareholders to elect shares in the spun-off entity.
A dedicated information-agent website maintained by DF King (dfking.com/MDTSeparation) has been established for offer details. The separation will create an independent publicly traded MiniMed company and reshape Medtronic's post-spin profile.
SEC 425 • 18d ago Press Release
Medtronic Impact Report Highlights More Than 82 Million Patients Served Worldwide in Fiscal Year 2026
Medtronic released its FY26 Impact Report, highlighting more than 82 million patients served worldwide and $2.9 billion invested in research and development.
The report also notes more than 315 product approvals in major markets, including the December 2025 FDA clearance of the Hugo robotic-assisted surgery system, plus ESG metrics such as 65% renewable electricity sourcing and a 68% reduction in Scope 1 and 2 intensity versus the FY20 baseline.
This is a corporate-responsibility disclosure with no new financial results or guidance; the impact on MDT's near-term investment case is negligible.
• 19d ago AI analysis › SEC Filing ● Major ⚠ 1
MDT: 425 · acquisition merger
Medtronic plc filed a Rule 425 communication disclosing that it maintains a website at dfking.com/MDTSeparation in connection with its planned separation of MiniMed Group, Inc.
Under the exchange offer, Medtronic will offer up to an aggregate of 225,361,295 newly issued shares of MiniMed Group common stock, which are owned by Medtronic, in exchange for shares of Medtronic common stock.
The filing is procedural in nature but signals progress on the MiniMed separation, a structural event that will directly affect MDT shareholders' ownership and the composition of the post-separation company.
SEC 425 • 20d ago SEC Filing ⚠ 2
MDT: 425 · acquisition merger
Medtronic filed a Rule 425 communication regarding its offer to exchange up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock, which Medtronic owns, for shares of Medtronic common stock.
The filing announces a dedicated website maintained by information agent DF King at dfking.com/MDTSeparation to support the separation transaction.
The exchange offer is the mechanism for Medtronic's separation of its MiniMed diabetes business, and acceptance levels will determine how much Medtronic stock is retired in the split-off.
SEC 425 • 24d ago Press Release ⚠ 2
Medtronic Receives Category I CPT® Code Approvals for Altaviva™ and Symplicity Spyral™ Systems
The AMA approved Category I CPT codes for Medtronic's Altaviva tibial neuromodulation device and Symplicity Spyral renal denervation system, replacing temporary Category III codes effective January 2028.
Category I status signals the procedures are well established and broadly performed, supporting physician payment and commercial payer coverage decisions for urge urinary incontinence and uncontrolled hypertension treatments.
The approvals strengthen the long-term reimbursement pathway for both platforms, though they do not by themselves determine coverage or patient access.
• 24d ago AI analysis › Press Release
Medtronic Named to Fortune 2026 'Change the World' List for Touch Surgery(TM) Ecosystem and Healthy Neighbor
Medtronic was named to the FORTUNE 2026 'Change the World' list for its Touch Surgery ecosystem and the Healthy Neighbor program run through Medtronic LABS.
Touch Surgery now supports thousands of surgeons in 30+ countries, and the July 2026 launch of Touch Surgery Aide added AI-powered real-time support for robotic and laparoscopic procedures.
The Healthy Neighbor program with Virtua Health in Camden, NJ reported that 74% of patients with uncontrolled hypertension and 69% with uncontrolled diabetes achieved meaningful improvement over two years.
• 25d ago AI analysis › Press Release
Medtronic announces regulatory milestones for newest cardiac mapping and ablation software
Medtronic received FDA clearance and CE Mark for the latest Affera Prism-2 Mapping Software, plus CE Mark for the PulseSelect ProxBox Adapter with Proximity Indicator software.
The upgrades add advanced cardiac mapping tools like Beat Matching and Pace Tagging, and bring real-time tissue-proximity feedback to the PulseSelect pulsed field ablation platform.
The milestones deepen Medtronic's integrated cardiac ablation portfolio but are incremental product enhancements rather than market-moving events.
• 25d ago AI analysis › SEC Filing ● Major ⚠ 2
MDT: 425 · acquisition merger
Medtronic filed a Rule 425 communication referencing its offer to exchange newly issued shares of MiniMed Group, Inc. common stock — up to 225,361,295 shares owned by Medtronic — for shares of Medtronic common stock.
The exchange offer is part of Medtronic's separation of its MiniMed business, with investor information maintained at dfking.com/MDTSeparation.
The transaction will reduce Medtronic's share count in exchange for distributing MiniMed equity, restructuring the company's perimeter and affecting shareholder positions.
SEC 425 • 27d ago Press Release
From Caregiver to Engineer
Medtronic's Spark Scholarship enabled Berkeley high school graduate Shawn Wei, who served as a young caregiver during his father's cancer illness, to study Mechanical Engineering at USC this fall.
The profile highlights Medtronic's Spark program, which supports students with mentorship, career guidance, and industry connections beyond tuition.
Applications for the next round of Medtronic Spark scholarships open Oct. 26; this is corporate brand storytelling with no financial impact.
• 27d ago AI analysis › SEC Filing ⚠ 3
MDT: 425 · acquisition merger
Medtronic filed a Rule 425 communication from Fidelity informing 401(k) plan participants of their option to participate in the exchange offer tied to the planned separation of MiniMed into an independent company.
Under the offer, Medtronic is offering up to 225,361,295 MiniMed shares in exchange for tendered Medtronic shares at a 7% discount, delivering approximately $107.53 of MiniMed stock per $100 of Medtronic shares tendered, with an upper limit of 4.5939 MiniMed shares per Medtronic share and no lower limit.
Plan participants must instruct Fidelity by October 5, 2026, four business days before the offer's October 9 expiration; the Plans will liquidate any MiniMed shares received and reinvest proceeds in target date funds. If the offer is not fully subscribed, non-participating holders may still receive MiniMed shares via distribution.
SEC 425 • 0mo ago SEC Filing ● Major ⚠ 1
MDT: 425 · acquisition merger
Medtronic filed a Rule 425 communication referencing an offer to exchange up to 225,361,295 newly issued MiniMed Group, Inc. shares for shares of Medtronic common stock.
The filing points to a website maintained by DF King (dfking.com/MDTSeparation) supporting the Medtronic separation process.
The exchange is a key step in Medtronic's separation of its diabetes business into MiniMed Group, materially restructuring Medtronic's share base.
SEC 425 • 1mo ago News
Here's Why Medtronic (MDT) Fell More Than Broader Market
zacks.com • 1mo ago News
Medtronic: Buy The 3% Yield And Strong Free Cash Flow Growth
seekingalpha.com • 1mo ago News
Medtronic: The Turnaround Is No Longer Quiet
seekingalpha.com • 1mo ago News
Jim Cramer Called Medtronic a "Quandary." Here's Why He's Exactly Right.
fool.com • 1mo ago News
Medtronic: Don't Miss Out On This Dividend Aristocrat Deal Now
seekingalpha.com • 1mo ago SEC Filing ⚠ 3
MDT: 425 · acquisition merger
Medtronic plc filed a Form 425 disclosing an informational website, maintained at dfking.com/MDTSeparation by D.F. King, established in connection with the planned separation of its MiniMed diabetes business.
The notice confirms Medtronic's offer to exchange up to an aggregate of 225,361,295 newly issued shares of common stock of MiniMed Group, Inc. — shares currently owned by Medtronic — for shares of Medtronic common stock, with further detail described in a prospectus referenced but not included in this filing.
This is a split-off-style exchange offer in which Medtronic shareholders can swap MDT shares for MiniMed Group shares as the diabetes unit separates from the parent; the filing itself is procedural and contains no exchange ratio, deadline, or proration terms.
SEC 425 • 1mo ago SEC Filing ● Major ⚠ 5
MDT: 425 · acquisition merger
MiniMed Group filed a Rule 425 roadshow script for the split-off exchange offer intended to complete its separation from Medtronic, with the offer to be made solely through a prospectus forming part of a Form S-4 registration statement. Medtronic ordinary shareholders will be able to exchange shares for MiniMed shares under mechanics that include a target discount, a maximum exchange ratio, a pricing period and an expected expiration.
The script showcases MiniMed's Q1 FY27 results reported September 1: revenue of $843 million, up 16.6% reported and 15.8% organically, with adjusted EBITDA of $83 million, while noting an extra fiscal week contributed roughly four to six points of organic growth. Fiscal 2026 revenue exceeded $3.1 billion with 14.2% reported growth, 145,000 new pumps sold and a 66% CGM attachment rate.
MiniMed operates in roughly 80 countries with more than 659,000 pump users, generated 82% of Q1 revenue from CGM and consumables, and cites a roughly $19 billion addressable market where global pump adoption is only about 7%. Pipeline execution ran ahead of plan, with the Flex durable pump launched in the U.S., the Fit patch pump submitted to the FDA early for a targeted summer 2027 launch, and the Vivera fully closed-loop algorithm fully enrolled with a U.S. launch expected in the second half of 2027, subject to FDA clearance.
SEC 425 • 1mo ago SEC Filing ⚠ 3
MDT: 425 · acquisition merger
Medtronic plc filed a Form 425 on September 21, 2026, the form used for communications issued under Rule 425 in connection with a business combination transaction. The filing document is named for a MiniMed split-off, indicating it relates to the planned separation of Medtronic's diabetes business.
The filing text provided contains no financial terms, share counts, or exchange ratios. Form 425 filings typically accompany a registration statement covering securities to be distributed or exchanged in the transaction.
The filing signals that documentation for the MiniMed separation is progressing. The exchange offer terms and any resulting capital structure changes should be disclosed in the related registration statement or prospectus when finalized.
SEC 425 • 1mo ago News
Insider Selling: Medtronic (NYSE:MDT) EVP Sells $138,882.95 in Stock
defenseworld.net • 1mo ago SEC Filing ⚠ 2
MDT: 425 · acquisition merger
Medtronic plc filed a Form 425 containing the text of a website maintained in connection with its offer to exchange up to an aggregate of 225,361,295 newly issued shares of MiniMed Group, Inc. common stock, which are owned by Medtronic, for shares of Medtronic common stock, as further described in the related prospectus.
The offer is the split-off step of Medtronic's separation of its diabetes business, and the informational website is hosted by D.F. King at dfking.com/MDTSeparation.
Medtronic shareholders who elect to exchange will receive MiniMed stock in return for their Medtronic shares, completing the separation and leaving remaining holders with a more focused Medtronic; this notice itself contains no exchange ratio, timeline, or financial terms.
SEC 425 • 1mo ago SEC Filing ⚠ 2
MDT: 8-K · offering registration
Medtronic plc filed an 8-K on September 17, 2026 to correct a typographical error in the prospectus for the exchange offer it commenced on September 14, 2026, under which shareholders may tender Medtronic ordinary shares for up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock as part of the MiniMed separation.
The correction clarifies the guaranteed delivery procedures: an executed notice of guaranteed delivery expires at 5:00 p.m. New York City time on the second NYSE trading day after execution, not at 12:00 midnight as originally printed in the prospectus.
Medtronic also reiterated that if the exchange offer is oversubscribed, it currently intends to accept additional validly tendered shares not to exceed 2% of total outstanding Medtronic ordinary shares. D.F. King & Co. is serving as information agent, and the filing makes no change to the terms or economics of the offer itself.
SEC 8-K • 1mo ago News
Should You Buy Medtronic Stock as Its Hugo Surgical Robot Gains Ground?
fool.com • 1mo ago SEC Filing ⚠ 3
MDT: 425 · acquisition merger
Medtronic CFO Thierry Piéton said the company launched the second part of its MiniMed separation — an exchange offer for Medtronic shareholders — the day before his appearance at the Morgan Stanley 24th Annual Global Healthcare Conference, following the MiniMed IPO in May whose stock has performed well since.
Piéton explained that MiniMed was chosen for separation because it is a B2C business with lower margins and R&D spending at roughly double the proportion of revenue of the rest of the portfolio, so the move lets Medtronic concentrate investment in Cardiovascular, MedSurg, and Neuroscience, where returns are better.
He added that MiniMed is performing well, with strong Q4 results, even better Q1 results, and product launches running ahead of schedule. The exchange offer is being made solely via the Prospectus under MiniMed's Form S-4 registration statement, Medtronic has filed a Schedule TO, the transaction is intended to be generally tax-free to U.S. shareholders, and D.F. King & Co. is serving as information agent.
SEC 425 • 1mo ago Press Release ⚠ 1
Medtronic announces FDA clearance for LigaSure™ RAS Maryland instrument on the Hugo™ RAS system
Medtronic received FDA clearance for the LigaSure RAS Maryland jaw device for use with the Hugo robotic-assisted surgery system, bringing its vessel-sealing technology to U.S. robotic procedures for the first time.
The instrument is the first robotic-driven LigaSure device, sealing vessels up to 7 mm in diameter in roughly 2 seconds on the Valleylab FT10 platform; it launched in Europe in 2025 under CE Mark and builds on vessel-sealing technology used in more than 45 million procedures across 65+ countries.
The Hugo RAS system is currently cleared in the U.S. only for urologic procedures, with Medtronic working to expand indications into general and gynecologic soft-tissue surgery — a franchise that supports its competitive push in surgical robotics.
• 1mo ago AI analysis › News
Medtronic Sees AI, Ablation and Targeted M&A Fueling Growth
marketbeat.com • 1mo ago News
Medtronic plc (MDT) Presents at Morgan Stanley 24th Annual Global Healthcare Conference Transcript
seekingalpha.com • 1mo ago SEC Filing ● Major ⚠ 2
MDT: 425 · acquisition merger
Medtronic plc filed a Rule 425 communication confirming it maintains a dedicated website (https://www.dfking.com/MDTSeparation) for its proposed separation of MiniMed Group, Inc.
Through the offer, Medtronic is proposing to exchange up to an aggregate of 225,361,295 newly issued shares of MiniMed Group common stock, currently owned by Medtronic, for shares of Medtronic common stock — a split-off exchange-offer structure.
The exchange ratio, expiration and conditions are set out in the referenced Prospectus and are not detailed in this filing excerpt, so investors should review the full prospectus before acting.
SEC 425 • 1mo ago SEC Filing ● Major ⚠ 4
MDT: 425 · acquisition merger
Medtronic publicly filed the Form S-4 registration statement and a Schedule TO for its exchange offer to split off approximately 80% of its shares in MiniMed common stock, advancing the separation of its Diabetes business into an independent company.
This Form 425 consists of internal employee communications dated September 14, 2026, including reactive messaging for customer-facing teams and FAQs for Day 2 leaders in Emerging EMEA, APAC (including Greater China), Italy and LatAm, where Medtronic continues to operate portions of the Diabetes business on MiniMed's behalf.
Medtronic told employees that Day 2 country transfers are expected to close 18-24 months from the MiniMed IPO and remain independent of the exchange offer, while transitional services from Medtronic are expected to conclude within 24 months of the IPO as MiniMed takes them over.
D.F. King & Co. is serving as information agent for the exchange offer, and Medtronic directed employee escalation of investor and media inquiries to Ryan Weispfenning and Ashley Patterson, respectively.
SEC 425 • 1mo ago SEC Filing ⚠ 4
MDT: 425 · acquisition merger
Medtronic filed a Rule 425 communication containing exchange offer talking points prepared for Fidelity phone representatives who will handle ESPP participant elections tied to Medtronic's separation of MiniMed Group, Inc. Medtronic is offering its shareholders the opportunity to exchange some or all of their Medtronic ordinary shares for shares of MiniMed Group, Inc., a company being separated from Medtronic.
Under the ESPP procedures, shares are eligible to be tendered only if held at least one year from the purchase date, while shares acquired through dividend reinvestment are exempt from the holding period. ESPP participants must submit and may withdraw their elections by October 8, 2026, which is earlier than the general offer deadlines, and MiniMed will not issue fractional shares — fractional entitlements will be aggregated and sold in the open market, with participants receiving their proportional share of net cash proceeds.
The document is administrative support for an already-disclosed separation and contains no new deal terms or financial figures. The exchange offer is made solely by the Prospectus forming part of MiniMed's Form S-4 registration statement, Medtronic has filed a Schedule TO, and D.F. King & Co. is serving as information agent for shareholder questions.
SEC 425 • 1mo ago SEC Filing ⚠ 2
MDT: 425 · acquisition merger
Medtronic has launched an exchange offer allowing its shareholders to exchange some or all of their Medtronic ordinary shares for MiniMed common stock, the final major step in the MiniMed separation. Once the offer and related transactions are complete, Medtronic will hold no equity stake in MiniMed, which will operate as a fully independent public company.
MiniMed says it has crossed $3 billion in annual revenue in the roughly 18 months since the separation was announced, supported by its IPO earlier this year and the launches of MiniMed Flex and MiniMed Go automated insulin delivery products.
Day-to-day operations are unchanged for now, with MiniMed continuing to execute under transition service agreements with Medtronic and preparing to onboard nearly 900 employees in Day 2 countries. The exchange offer is being made through MiniMed's Form S-4 prospectus and Medtronic's Schedule TO, with D.F. King & Co. serving as information agent.
SEC 425 • 1mo ago SEC Filing ⚠ 3
MDT: 425 · acquisition merger
Medtronic announced its intention to split off its remaining ownership in MiniMed shares through an exchange offer, marking the next step toward MiniMed becoming a fully independent company. This follows MiniMed's initial public offering on March 6.
MiniMed has filed a Form S-4 registration statement containing the prospectus for the exchange offer, and Medtronic has filed a Schedule TO with the SEC. The separation is intended to be consummated on a basis that is generally tax-free to shareholders for U.S. federal income tax purposes.
D.F. King & Co. has been retained as information agent for the offer. This Rule 425 communication is an internal executive-level notice previewing the all-employee announcement rather than a term sheet, so exchange ratio and participation mechanics reside in the S-4 prospectus rather than this filing.
SEC 425 • 1mo ago SEC Filing ● Major ⚠ 8
MDT: 425 · acquisition merger
Medtronic has commenced an exchange offer to split off its Diabetes business, MiniMed, offering to exchange up to 225,361,295 MiniMed shares, representing 80.1% of the company, for Medtronic ordinary shares, with the intention of divesting its full 89.9% stake if the offer is oversubscribed. The offer, which expires October 9, 2026, is expected to be tax-free under Section 355 and would leave Medtronic holding roughly 9.76% of MiniMed if not oversubscribed.
Tendering shareholders receive approximately $107.53 of MiniMed stock for each $100 of Medtronic shares accepted, subject to an upper limit of 4.5939 MiniMed shares per Medtronic share, which represents a 12% discount based on September 11, 2026 closing prices. The indicative exchange ratio was 4.3599, based on an average Medtronic price of $91.5244 and MiniMed price of $22.5726, with the final ratio set from VWAPs over October 5-7, 2026.
Because Medtronic will redeem and cancel the shares it accepts, the transaction retires up to 49,056,639 Medtronic shares, less than two percent of shares outstanding, without using any cash, supporting Medtronic's goal of a more focused portfolio in high-margin growth markets. Completion requires at least 112,680,647 MiniMed shares to be exchanged and receipt of a tax opinion from Skadden.
MiniMed (Nasdaq: MMED) will trade independently and does not expect to pay dividends in the foreseeable future, while Medtronic shareholders who take no action simply keep their shares and remain entitled to the $0.72 quarterly dividend payable October 16, 2026. The separation completes the Diabetes divestiture plan Medtronic first announced in May 2025.
SEC 425 • 1mo ago SEC Filing ● Major ⚠ 4
MDT: 425 · acquisition merger
Medtronic has commenced an exchange offer allowing shareholders to swap Medtronic ordinary shares for newly issued MiniMed Group common stock, the final step in the divestiture of its Diabetes Operating Unit first announced on May 21, 2025.
MiniMed completed its IPO on March 9, 2026, and Medtronic continues to own approximately 89.86% of MiniMed's outstanding shares; once the exchange offer and related transactions are completed, Medtronic will hold no equity stake and MiniMed will operate as an independent public company.
The transaction is intended to qualify as tax-free under Section 355 of the Internal Revenue Code. Personally held Medtronic shares and ESPP shares that have met the one-year holding period are eligible for tender, while unvested RSUs, PSUs, and unexercised stock options are not; questions are directed to information agent D.F. King & Co., Inc.
SEC 425 • 1mo ago Press Release ● Major ⚠ 3
MiniMed Files Form S-4 Registration Statement in Connection with Medtronic Exchange Offer Announcement
Medtronic's split-off of MiniMed entered its final stage as MiniMed filed a Form S-4 registration statement with the SEC covering Medtronic's exchange offer, under which MDT shareholders can exchange Medtronic ordinary shares for up to 225,361,295 MiniMed shares, or 80.1% of MiniMed's outstanding stock.
Medtronic currently owns roughly 89.86% of MiniMed; if the offer is oversubscribed, Medtronic will exchange its remaining 27,452,053 MiniMed shares without extending the offer period, and once complete Medtronic will hold no equity stake in MiniMed.
MiniMed CEO Que Dallara said the final-stage separation gives the company complete autonomy over its capital allocation, product roadmap, and speed, with execution entirely in its own hands.
• 1mo ago AI analysis › Press Release ⚠ 2
Medtronic Launches Exchange Offer to Complete Separation of MiniMed Group, Inc.
Medtronic has launched an exchange offer to split off at least 80.1% of MiniMed Group, its former Diabetes business, completing the separation begun with MiniMed's March 2026 IPO that left Medtronic holding roughly 90% of the shares.
Medtronic shareholders can voluntarily exchange MDT ordinary shares for MiniMed stock at a 7% discount, capped at 4.5939 MiniMed shares per Medtronic share — about $107.53 of MiniMed stock per $100 of Medtronic tendered if the cap is not triggered. The offer is expected to be generally tax-free for U.S. federal income tax purposes and expires October 9, 2026, with the final ratio set from three-day VWAPs ending October 7.
Medtronic is offering up to 225,361,295 MiniMed shares; if the offer is oversubscribed it will exchange a further 27,452,053 shares, disposing of its entire remaining stake, while an undersubscribed result would push the residual holding to a later spin-off, split-off, or debt-for-equity exchange.
The split-off sharpens Medtronic's focus on its Cardiovascular, Neuroscience, and Surgical portfolios, and the discounted exchange structure retires MDT shares, which is modestly accretive to shareholders who do not tender.
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Teleflex Appoints Veteran Medical Technology Executive Sean M. Salmon to Teleflex Board of Directors
Teleflex Incorporated (NYSE: TFX) appointed medical technology veteran Sean M. Salmon to its Board of Directors, effective September 8, 2026, bringing the board to nine directors, eight of whom are independent.
Salmon spent more than 20 years at Medtronic (NYSE: MDT), most recently as EVP and President of its Cardiovascular Portfolio, a global business with fiscal 2025 revenue of approximately $12.5 billion. He currently serves as an independent director of Adagio Medical Holdings (Nasdaq: ADGM), the filer of this card.
He will also join Teleflex's Growth and Operating Committee, created earlier this year to support the company's strategic transformation; one third of the Teleflex board will have been refreshed in 2026.
For ADGM, the release contains no new operational or financial disclosure -- its only relevance is director overlap, as Salmon remains an Adagio board member while taking on the Teleflex seat.
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MDT: 10-Q · periodic report
Medtronic's fiscal Q1 2027 (quarter ended July 31, 2026) net sales rose 13.7% year over year to $9,756 million, with net income attributable to Medtronic of $1,470 million and GAAP diluted EPS of $1.14 versus $0.81 a year ago (non-GAAP diluted EPS $1.45 versus $1.26). Free cash flow more than doubled to $1,290 million from $584 million, though the comparison benefits from a 53rd week in the first quarter of the 53-week fiscal 2027.
During the quarter Medtronic closed two Neuroscience Portfolio acquisitions — Scientia Vascular for $681 million total consideration (including $123 million contingent) and SPR Therapeutics for $654 million — while reiterating plans to complete the separation of its Diabetes Business within fiscal 2027. Medtronic retains roughly 90.03% of MiniMed Group (Nasdaq: MMED) after the March 2026 IPO that generated $538 million of net proceeds.
The 10-Q also discloses unaccrued litigation overhangs: an $88 million jury verdict in the first hernia mesh MDL trial (August 4, 2026, ~10,500 plaintiffs) and a $382 million antitrust verdict for Applied Medical that will be automatically trebled, both under appeal with no liability recorded. The Medical Surgical reporting unit's fair value exceeds carrying value by only about 12%, a thinner goodwill cushion ($19.7 billion allocated) than the company's other units.
The balance sheet remains solid, with total debt of $28.2 billion against $1.7 billion of cash plus $7.1 billion of current investments, an undrawn $3.5 billion credit facility, and unchanged A/A3 ratings; the company paid $921 million in dividends ($0.72 per share) and repurchased 2.77 million shares at an average $81.56, leaving roughly $958 million under its $5.0 billion authorization.
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Medtronic reports first quarter fiscal 2027 results; delivers broad-based portfolio performance and raises fiscal 2027 guidance
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The company raised its FY27 outlook, increasing organic revenue growth guidance to 7.25%-7.75% and EPS to $5.94-$6.00, driven by double-digit growth in Cardiovascular and Neuroscience portfolios.
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