{"url_path":"/sec/mmed/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Statements and Supplementary Data","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/2062583/0001628280-26-045915-index.html","accession_number":"0001628280-26-045915","cik":"0002062583","ticker":"MMED","issuer_name":"MiniMed Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2062583/0001628280-26-045915-index.html","primary_entity_key":"0002062583","primary_entity_name":"MiniMed Group, Inc."},"word_count":20625,"has_tables":true,"body_markdown":"Item 8. Financial Statements and Supplementary Data\n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\n Page\n\nReport of Independent Registered Accounting Firm (PCAOB ID 238)\n \n[109](#if1905a16fd4a445f96e7910166bffcad_2653)\n\nConsolidated Statements of Operations \n[110](#if1905a16fd4a445f96e7910166bffcad_19)\n\nConsolidated Statements of Comprehensive Income (Loss)\n[111](#if1905a16fd4a445f96e7910166bffcad_22)\n\nConsolidated Balance Sheets\n[112](#if1905a16fd4a445f96e7910166bffcad_25)\n\nConsolidated Statements of Stockholder’s Equity\n[113](#if1905a16fd4a445f96e7910166bffcad_28)\n\nConsolidated Statements of Cash Flows\n[114](#if1905a16fd4a445f96e7910166bffcad_34)\n\nNotes to Consolidated Financial Statements\n[115](#if1905a16fd4a445f96e7910166bffcad_37)\n\n108\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Board of Directors and Shareholders of MiniMed Group, Inc.\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated balance sheets of MiniMed Group, Inc. and its subsidiaries (the “Company”) as of April 24, 2026 and April 25, 2025, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended April 24, 2026, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 24, 2026 and April 25, 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 24, 2026 in conformity with accounting principles generally accepted in the United States of America.\n\nBasis for Opinion\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nCritical Audit Matters\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.\n\nCorporate and Shared Expenses Allocated to the MiniMed Consolidated Financial Statements\n\nAs described in Notes 1 and 14 to the consolidated financial statements, prior to March 9, 2026, the Company operated as the diabetes business of Medtronic plc (“Medtronic” or the “Parent”) and did not exist as a separate, stand-alone legal entity. The consolidated financial statements reflect certain corporate and shared expenses that have been allocated, including, but not limited to, finance and accounting, legal, information technology, human resources, facilities, warehousing, distribution, logistics, marketing, insurance, employee benefits and incentives, restructuring and associated costs, and stock-based compensation. These expenses have been allocated by management, using either specific identification when identifiable, or proportional allocations determined on the basis of revenue, usage, headcount, or other measures and totaled $298 million for the year ended April 24, 2026.\n\nThe principal consideration for our determination that performing procedures relating to corporate and shared expenses allocated to the Diabetes business consolidated financial statements is a critical audit matter is a high degree of auditor effort in performing procedures related to management’s determination of the corporate and shared expenses allocated to the Diabetes business.\n\nAddressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others (i) evaluating management’s process for determining the allocation methodologies; (ii) testing the completeness and accuracy of the data used by management in the allocation; and (iii) testing the allocation of corporate and shared expenses between Medtronic and the Diabetes business.\n\n/s/ PricewaterhouseCoopers LLP\n\nMinneapolis, Minnesota\n\nJune 29, 2026\n\nWe have served as the Company’s auditor since 2024.\n\n109\n\nMINIMED GROUP, INC.\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\n Fiscal Year\n\n(in millions, except per share data)202620252024\n\nNet sales$3,102 $2,715 $2,469 \n\nCost of products sold1,422 1,187 1,032 \n\nGross profit1,680 1,528 1,436 \n\nOperating expenses:\n\nResearch and development expense448 436 437 \n\nSelling, general, and administrative expense1,183 1,080 1,057 \n\nCertain litigation charges, net18 165 — \n\nOther operating expense (income), net221 (8)11 \n\nOperating loss(190)(146)(69)\n\nOther non-operating expense (income), net(1)1 1 \n\nLoss before income taxes(189)(147)(70)\n\nIncome tax provision128 52 38 \n\nNet loss(317)(198)(107)\n\nNet income attributable to noncontrolling interests(16)(15)(5)\n\nNet loss attributable to the Company$(333)$(213)$(112)\n\nEarnings (loss) per share:\n\nBasic$(1.30)$(0.84)$(0.44)\n\nDiluted$(1.30)$(0.84)$(0.44)\n\nWeighted-average shares outstanding\n\nBasic256.6 252.8 252.8 \n\nDiluted256.6 252.8 252.8 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n110\n\nMINIMED GROUP, INC.\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)\n\n Fiscal Year\n\n(in millions)202620252024\n\nNet loss$(317)$(198)$(107)\n\nOther comprehensive income (loss), net of tax:\n\nTranslation adjustment20 19 (7)\n\nOther comprehensive income (loss), net of tax:20 19 (7)\n\nComprehensive loss attributable to the Company$(297)$(179)$(114)\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n111\n\nMINIMED GROUP, INC.\n\nCONSOLIDATED BALANCE SHEETS\n\n(in millions)April 24, 2026April 25, 2025\n\nASSETS \n\nCurrent assets:  \n\nCash and cash equivalents$298 $11 \n\nAccounts receivable, less allowance for credit losses of $26 and $46, respectively\n200 570 \n\nDue from Medtronic455 — \n\nInventories341 311 \n\nOther current assets54 48 \n\nTotal current assets1,348 939 \n\nProperty, plant, and equipment, net711 706 \n\nGoodwill2,256 2,255 \n\nOther intangible assets, net107 132 \n\nTax assets61 19 \n\nOther assets147 150 \n\nTotal assets$4,630 $4,201 \n\nLIABILITIES AND EQUITY \n\nCurrent liabilities: \n\nAccounts payable$163 $205 \n\nDue to Medtronic137 — \n\nAccrued compensation163 182 \n\nAccrued rebates45 51 \n\nOther accrued expenses194 271 \n\nTotal current liabilities702 710 \n\nOther liabilities317 162 \n\nTotal liabilities1,019 871 \n\nCommitments and contingencies (Note 12)\n\nStockholders’ equity: \n\nCommon stock, par value $0.01, 1,000,000,000 shares authorized at April 24, 2026, 280,819,988 and no shares issued and outstanding, at April 24, 2026 and April 25, 2025, respectively\n3 — \n\nPreferred stock, par value $0.01, 100,000,000 shares authorized, none issued and outstanding\n— — \n\nAdditional paid-in capital3,736 — \n\nRetained earnings (Accumulated deficit)(116)— \n\nNet parent investment— 3,328 \n\nAccumulated other comprehensive income(12)3 \n\nTotal stockholders’ equity3,611 3,330 \n\nNoncontrolling interests— — \n\nTotal equity3,611 3,330 \n\nTotal liabilities and stockholders’ equity$4,630 $4,201 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n112\n\nMINIMED GROUP, INC.\n\nCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY\n\nCommon StockAdditional Paid-in CapitalRetained\nEarningsNet Investment from MedtronicAccumulated\nOther\nComprehensive\nLossTotal\n Stockholders’\n Equity\n\n($ in millions, shares in thousands)SharesPar Value\n\nApril 28, 2023— $— $— $— $3,411 $(9)$3,402 \n\nNet loss— — — — (107)— (107)\n\nOther comprehensive loss— — — — — (7)(7)\n\nNet transfers from Parent— — — — 160 — 160 \n\nApril 26, 2024— $— $— $— $3,464 $(16)$3,448 \n\nNet loss— — — — (198)— (198)\n\nOther comprehensive income— — — — — 19 19 \n\nNet transfers from Parent— — — — 62 — 62 \n\nApril 25, 2025— $— $— $— $3,328 $3 $3,330 \n\nNet loss— — — (116)(202)— (317)\n\nForeign exchange translation adjustment— — — — — 20 20 \n\nPension and other postretirement benefit adjustments— — — — — (13)(13)\n\nDistribution to Medtronic in connection with the Separation— — (229)— — — (229)\n\nStock-based compensation expense— — 46 — — — 46 \n\nIssuance of common stock in connection with the MiniMed IPO280,813 3 535 — — — 538 \n\nVesting of restricted stock units, net of shares withheld for taxes7 — — — — — — \n\nNet transfers from Parent— — (104)— 363 (21)238 \n\nReclassification of Net Parent Investment from Medtronic— — 3,489 — (3,489)— — \n\nApril 24, 2026280,820 $3 $3,736 $(116)$— $(12)$3,611 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n113\n\nMINIMED GROUP, INC.\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n Fiscal Year\n\n(in millions)202620252024\n\nOperating Activities:\n\nNet loss$(317)$(198)$(107)\n\nAdjustments to reconcile net loss to net cash (used in) provided by operating activities:\n\nDepreciation and amortization156 143 129 \n\nProvision for credit losses28 21 22 \n\nDeferred income taxes(54)(2)3 \n\nStock-based compensation46 41 38 \n\nPostretirement benefit plan expense7 8 8 \n\nAsset impairments84 — — \n\nOther, net19 5 21 \n\nChange in operating assets and liabilities:\n\nAccounts receivable, net(83)(66)(105)\n\nDue from related parties(455)— — \n\nInventories(29)(19)5 \n\nAccounts payable and accrued liabilities41 191 (4)\n\nDue to related parties137 — — \n\nBlackstone funding arrangement157 — — \n\nOther operating assets and liabilities66 16 30 \n\nNet cash (used in) provided by operating activities(197)140 41 \n\nInvesting Activities:\n\nAdditions to property, plant, and equipment(223)(193)(148)\n\nPurchases of investments— — (5)\n\nSales and maturities of investments— — 11 \n\nOther investing activities, net(10)— (14)\n\nNet cash used in investing activities(233)(193)(157)\n\nFinancing Activities:\n\nIssuance of common stock from IPO538— — \n\nNet transfers (to) from Parent407 12 112 \n\nDistribution to Parent in connection with IPO(229)— — \n\nOther financing activities, net— (2)— \n\nNet cash provided by financing activities716 10 112 \n\nEffect of exchange rate changes on cash and cash equivalents1 — — \n\nNet change in cash and cash equivalents287 (43)(4)\n\nCash and cash equivalents at beginning of period11 54 58 \n\nCash and cash equivalents at end of period$298 $11 $54 \n\nSupplemental Cash Flow Information\n\nCash paid for income taxes$2 $— $— \n\nCapitalized costs in accounts payable and accrued liabilities23 21 28 \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n114\n\nMINIMED GROUP, INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nNote 1. Description of the Business and Basis of Presentation\n\nMiniMed Group, Inc. (“MiniMed” or the “Company”) is a medical technology company focused on the development, manufacture, and commercialization of insulin pumps, continuous glucose monitoring (“CGM”) systems, related consumables, smart pens, and digital health solutions for the management of T1D and T2D.\n\nBasis of Presentation\n\nEffective March 9, 2026 (the date of the closing of the Company’s initial public offering, or “IPO”), the Company’s financial statements are presented on a consolidated basis. The audited financial statements for all periods presented, including the historical results of the Company prior to March 9, 2026, are now referred to as the “consolidated financial statements.”\n\nPrior to March 9, 2026, the Company operated as the diabetes business of Medtronic plc (“Medtronic” or the “Parent”) and did not exist as a separate, stand‑alone legal entity. The accompanying consolidated financial statements present the historical financial position, results of operations, and cash flows of the diabetes business for periods prior to March 9, 2026, as historically managed within Medtronic (the “Diabetes Business” or the “Company”), prepared on a carve‑out basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).\n\nThe consolidated financial statements have been prepared in U.S. dollars and should be read in conjunction with the Company’s audited combined financial statements and related notes for the fiscal year ended April 25, 2025, contained in the Company’s final prospectus filed on March 6, 2026 with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1 (the “IPO Prospectus”). Figures within the consolidated financial statements are rounded, and certain totals may not sum precisely.\n\nAll revenues, costs, assets, and liabilities that are either legally attributable to or directly associated with the Company’s business activities are included in the consolidated financial statements herein. Prior to the closing of the Company’s IPO, the Company functioned together with other businesses controlled by Medtronic. Accordingly, the Company relied on Medtronic's corporate and other support functions for its business and certain corporate and shared expenses have been allocated, including, but not limited to, finance and accounting, legal, information technology, human resources, facilities, warehousing, distribution, logistics, marketing, insurance, employee benefits and incentives, restructuring and associated costs, and stock-based compensation. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented. Total costs allocated to the Company prior to the IPO were $298 million and $344 million for the fiscal years ended April 24, 2026 and April 25, 2025, respectively, and are included in the consolidated statements of operations. All such amounts have been deemed to have been incurred and settled by the Company in the period in which the costs were recorded and are included in Net investment from Parent. All of these expenses have been allocated on a basis considered reasonable by management, using either specific identification when identifiable, or proportional allocations determined on the basis of revenue, usage, headcount, or other measures. Management considers the basis on which these expenses have been allocated to be a reasonable reflection of the utilization of such services by the Company.\n\nThe consolidated financial statements also include certain assets and liabilities that were historically recorded at the Medtronic corporate level but are specifically identifiable or otherwise attributable to the Company. Cash and cash equivalents legally owned and held by the Company are reflected in the consolidated balance sheets. Medtronic uses a centralized approach to cash management and financing of its operations and Medtronic funds the Company’s operating and investing activities as needed. The Company historically participated in related cash pooling arrangements to maximize the availability of cash for general operating and investing purposes. Under these cash pooling arrangements, cash balances were remitted regularly from the Company’s accounts. Prior to the IPO, substantially all of the Company’s cash was managed through Medtronic’s centralized treasury and cash pooling arrangements, and as a result, historical cash and cash equivalents presented may not be indicative of the Company’s standalone cash balances. Third-party debt and related interest expense of Medtronic were not attributed to the Company for the periods presented as the Company was not the sole legal obligor of such debt and Medtronic’s borrowings were not directly attributable to the Company, nor secured solely by the Company’s assets or guaranteed by the Company.\n\n115\n\nNet investment from Parent represents Medtronic’s interest in the Company’s net assets. As a direct ownership relationship does not exist between the various entities of the Company, Net investment from Parent is shown in the consolidated balance sheets herein. All significant transactions between Medtronic and the Company have been included in the consolidated financial statements. All intercompany transactions and balances prior to the Company’s IPO and separation from Medtronic (the “Separation”) have been eliminated. The Company continued to be funded through Medtronic’s cash management strategy through the IPO date the Separation (see Note 14. “Related Party Transactions” for more information). Transactions between Medtronic and the Company for periods prior to the Company’s IPO are deemed to have been settled immediately through Medtronic's net investment. The net effect of the settlement of related party transactions is reflected as “Net transfers from Parent,” a financing activity in the consolidated statements of cash flows and “Net investment from Parent” in the consolidated balance sheets.\n\nInitial Public Offering\n\nOn March 6, 2026, the Company launched its IPO through the sale of 28,000,000 shares of common stock, par value $0.01 per share, at an initial public offering price of $20.00 per share. The IPO closed on March 9, 2026. The Company’s common stock is listed on the Nasdaq Stock Market LLC under the symbol “MMED.”\n\nNote 2. Summary of Significant Accounting Policies\n\nUse of Estimates\n\nThe preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates are used when accounting for items such as income taxes, contingencies, goodwill and intangible assets, equity investments, rebates, and liability valuations. Actual results may or may not differ from those estimates.\n\nFiscal Year-End\n\nThe Company utilizes a 52/53-week fiscal year, ending the last Friday in April, for the presentation of its consolidated financial statements and related notes thereto at April 24, 2026 and April 25, 2025, and for each of the fiscal years ended April 24, 2026 (fiscal year 2026), April 25, 2025 (fiscal year 2025) and April 26, 2024 (fiscal year 2024).\n\nCash Equivalents\n\nThe Company considers highly liquid investments with maturities of three months or less from the date of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value.\n\nInvestments\n\nThe Company invests in marketable equity securities, including investments that do not have readily determinable fair values and investments accounted for under the equity method. Certain of the Company’s investments in marketable equity securities are long-term, strategic investments in companies that are in various stages of development and are included in other assets on the consolidated balance sheets. Equity investments that do not have readily determinable fair values are measured using the measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Equity securities accounted for under the equity method are initially recorded at the amount of the Company’s investment and are adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. Securities accounted for under the equity method are reviewed quarterly for changes in circumstance or the occurrence of events that suggest other than temporary impairment has occurred.\n\n116\n\nAccounts Receivable and Allowance for Credit Losses\n\nThe Company grants credit to customers in the normal course of business and maintains an allowance for credit losses. When evaluating allowance for credit losses, the Company considers various factors, including historical experience and customer-specific information. Uncollectible accounts are written off against the allowance when it is deemed that a customer account is uncollectible. The Company estimates expected credit losses on a pool basis when similar risk characteristics are present. Portfolio segments are determined based on geography and type of customer. Type of customer includes Direct Consumers, Distributors, and National Healthcare Systems. Customer type is further disaggregated by country or region for determining portfolio segments. For each of the portfolio segments, credit losses are estimated based on a historical loss methodology, adjusted for current conditions and supportable forecast. The risk of loss for the Distributor and National Healthcare System receivables is low based on the Company’s historical experience. The risk of loss for Direct Consumer receivables is higher, as these are reliant on direct consumers having the ability to pay, and on the acceptance and payment from third-party payors.\n\nThe following table provides a reconciliation of the changes in the allowance for credit losses for fiscal years 2026, 2025 and 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nBeginning balance$46 $40 $41 \n\nProvision charged to expense28 21 22 \n\nDeductions(48)(15)(23)\n\nEnding balance$26 $46 $40 \n\nConcentration of Credit Risk\n\nFinancial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The Company maintains deposit accounts in federally insured financial institutions in excess of federally insured limits. The Company also maintains investments in money market funds that are not federally insured. Additionally, the Company has established guidelines regarding investment instruments and their maturities, which are designed to maintain preservation of principal and liquidity.\n\nNo single customer represented over 10% of the Company’s total net sales or accounts receivable, net for fiscal years 2026, 2025 and 2024.\n\nInventories\n\nInventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. The Company reduces the carrying value of inventories for items that are potentially excess, obsolete, or slow-moving based on changes in customer demand, technology developments, or other economic factors.\n\nProperty, Plant, and Equipment\n\nProperty, plant, and equipment is stated at cost and depreciated over the useful lives of the assets using the straight-line method. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. The Company assesses property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. The cost of interest that is incurred in connection with significant ongoing construction projects is capitalized using a weighted average interest rate. These costs are included in property, plant, and equipment and amortized over the useful life of the related asset. Upon retirement or disposal of property, plant, and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts. The difference, if any, between the net asset value and the proceeds, is recognized in earnings.\n\n117\n\nGoodwill and Intangible Assets\n\nGoodwill attributed to the Company represents the historical goodwill balances in the Parent's Diabetes business arising from acquisitions specific to the Company. Goodwill is the excess of the purchase price over the estimated fair value of identified net assets of acquired businesses. The Company assesses goodwill for impairment annually in the third quarter of the fiscal year and whenever an event occurs, or circumstances change that would indicate the carrying amount may be impaired. The Company operates as a single segment, which is considered to be the sole reporting unit. Therefore, impairment testing for goodwill is performed at the enterprise level. The Company calculates the excess of the reporting unit's fair value over its carrying amount, including goodwill, utilizing a discounted cash flow analysis and revenue and earnings multiples using comparable public company information. The test for impairment of goodwill requires the Company to make several estimates related to projected future cash flows and appropriate multiples to determine the fair value of the goodwill reporting unit. Significant assumptions used in the reporting unit fair value measurements include forecasted cash flows, including revenue and expense growth rates, discount rate, and revenue and earnings multiples. An impairment loss is recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit.\n\nIntangible assets include purchased technology, patents, trademarks, tradenames, and customer relationships. Intangible assets with a definite life are amortized on a straight-line basis with estimated useful lives typically ranging from 7 to 20 years. Amortization is recognized within cost of products sold and selling, general, and administrative expenses in the consolidated statements of operations. Intangible assets with a definite life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group, which includes intangible assets, may not be recoverable. When events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company compares the asset group’s carrying value to its respective undiscounted future cash flows. If the carrying value is not recoverable, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value. The fair value of the asset group is estimated by utilizing a discounted cash flow analysis.\n\nLessor Arrangements\n\nIn certain geographies, insulin pumps are leased to customers, including on a stand-alone basis or in arrangements that include the pump and ongoing purchase of consumable products, which are accounted for as operating leases. The lease terms are typically up to four years. For arrangements that contain both pumps and consumables, consideration is allocated between the lease and non-lease components based on the relative standalone price. Operating lease revenue is recognized within net sales in the consolidated statements of operations and represented less than 3 percent of the Company’s total net sales for fiscal years 2026, 2025 and 2024. Assets related to operating leases are reported within property, plant, and equipment, net in the consolidated balance sheets.\n\nSelf-Insurance\n\nEffective March 1, 2026, upon the Separation, the Company concluded its participation in Medtronic's self-insurance program and implemented a standalone insurance program. The Company maintains commercial insurance coverage for certain risks and retains exposure to losses within specified deductibles and self-insured retentions.\n\nThe Company records liabilities for retained risks based on historical claims experience, actuarial analyses, and other relevant assumptions. Given the Company’s limited standalone claims history following the Separation, these liabilities are estimated using a combination of historical claims experience from Medtronic’s legacy program, industry data, exposure-based assumptions, and actuarial analyses. These estimates are subject to inherent uncertainty and may differ from actual results due to claim development, legal outcomes, and changes in economic and market conditions.\n\nPensions\n\nPrior to the Separation, certain of the Company’s employees participated in defined benefit plans sponsored by Medtronic. During that period, the Company did not recognize assets or liabilities related to the funded status of those plans because MiniMed was not the legal sponsor. Accordingly, for periods prior to the Separation, the accompanying consolidated statements of operations reflect the cost of those plans as if they were multi-employer plans. In connection with the Separation, MiniMed assumed certain non-U.S. defined benefit pension obligations and, for certain plans related plan assets attributable to active MiniMed employees that were legally transferred from Medtronic to MiniMed.\n\nFollowing the Separation, the Company measures its defined benefit retirement plan obligations using actuarial valuations. The Company recognizes the funded status of its defined benefit pension plans on the consolidated balance sheets and recognizes changes in the funded status arising during the period that are not recognized as components of net periodic benefit cost within other comprehensive income, net of income taxes. The projected benefit obligation represents the actuarial present value of benefits expected to be paid upon our employee’s expected date of separation or retirement. Amounts recognized for the Company’s defined benefit pension plans are based on estimates and assumptions, including among other things, discount rates, pension increase, salary increase, and other actuarial assumptions. See Note 15. “Pension”, for more information.\n\n118\n\nFair Value Measurements\n\nThe Company follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and non-recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The authoritative guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels defined as follows:\n\n•Level 1 - Inputs are quoted prices in active markets for identical assets or liabilities.\n\n•Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.\n\n•Level 3 - Inputs are unobservable for the asset or liability.\n\nRevenue Recognition\n\nThe Company derives its revenues from the sale of reusable and single-use products which together comprise AID systems and smart multiple daily injection (MDI) systems. In the United States, the Company primarily sells its products directly to patients and indirectly to independent distributors. Outside of the United States, the diabetes market is highly varied, with nuanced differences in sales process and country-specific factors like tenders, vendor rankings for access, and varying levels of government involvement in procurement, fulfillment, and reimbursement. The Company recognizes revenue when control is transferred to the customer. Revenue for insulin pumps, smart insulin pens, CGMs, other consumables, and software is generally recognized at a point in time. Revenue for services, such as patient training and education and care management, is recognized as services are rendered. For products sold through direct sales representatives and independent distributors, control is typically transferred upon shipment or upon delivery, based on the contract terms and legal requirements. Payment terms vary depending on the country of sale, type of customer, and type of product and generally range from 30 days to 180 days.\n\nThe Company considers the individual deliverables in its product offerings to be separate performance obligations. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Contracts for the sale of certain products may include promises related to ongoing monitoring services that are typically provided throughout the four-year warranty period. As there is no standalone value for these services, the Company estimates the value by applying the expected cost plus margin approach. The services were determined to be both qualitatively and quantitatively immaterial in the context of the contract, and the Company has elected to account for these using the practical expedient under ASC 606 which permits a company make a cost accrual for the costs of providing the services if revenue is recognized before those immaterial services are transferred to the customer. The cost accrual for these services is included in other accrued expenses and other liabilities in the consolidated balance sheets.\n\nShipping and handling are treated together as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money.\n\n119\n\nGenerally, the Company offers a 30-day right of return to customers that purchase directly from the Company. Distributors do not have rights of return. The amount of revenue recognized reflects sales rebates and returns and other revenue adjustments, which are estimated based on sales terms, historical experience, expected volumes, and trend analysis. In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate rates, and other relevant information. In estimating returns, the Company considers the historical experience, adjusted for any known or expected changes. The Company records adjustments to rebates and returns reserves as increases or decreases of revenue.\n\nThe Company records a deferred revenue liability if a customer pays consideration, or the Company has the right to invoice, before the Company transfers a good or service to the customer. Deferred revenue primarily relates to software upgrades for certain products.\n\nShipping and Handling\n\nShipping and handling costs incurred to physically move product from the Company's premises to the customer's premises are recognized in selling, general, and administrative expenses in the consolidated statements of operations and were $56 million, $49 million and $50 million in fiscal years 2026, 2025 and 2024, respectively. Other shipping and handling costs incurred to store, move, and prepare products for shipment are recognized in cost of products sold in the consolidated statements of operations.\n\nWarranty\n\nThe Company offers warranties on certain product offerings. The majority of the Company's warranty liability relates to the four-year warranty on insulin pumps offered to original users and may replace any pumps that do not function as intended, in accordance with the product specifications within the warranty period. Estimated warranty costs associated with a product are recorded within cost of products sold at the time revenue is recognized. The Company estimates future warranty costs by analyzing historical and anticipated rates of warranty claims and the number and cost of units sold. The Company assesses the adequacy of the warranty reserves on a quarterly basis and adjusts these amounts as necessary.\n\nResearch and Development\n\nResearch and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses.\n\nContingencies\n\nThe Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable, and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.\n\nIncome Taxes\n\nPrior to the Separation, the Company’s operations were included in the foreign and domestic income tax returns of Medtronic plc and its U.S. and foreign affiliates, as applicable. For periods prior to the Separation, the income tax amounts presented in the consolidated financial statements were prepared on a stand-alone basis in accordance with ASC 740, Income Taxes, using the separate return method. Under this method, the Company calculated current and deferred income taxes as if it had filed separate tax returns in each jurisdiction in which it operated. Current income taxes were determined based on the amount of hypothetical tax payable to, or refundable from, Medtronic as if the Company was a separate taxpayer for the relevant period. Deferred income taxes were recognized for temporary differences and any carryforwards that would have arisen on a hypothetical separate return basis, and the Company assessed the realizability of deferred tax assets and the need for a valuation allowance based on projected separate return results. For periods prior to the Separation, current income tax liabilities, including amounts related to unrecognized tax benefits associated with our operations and included in Medtronic’s income tax returns, were deemed settled through net parent investment in the consolidated balance sheets, with the corresponding activity reflected in net transfers from parent within financing activities in the consolidated statement of cash flows. Following the Separation, liabilities for unrecognized tax benefits for which the Company is responsible are recorded in the consolidated balance sheet based on the relevant facts and circumstances, including the extent to which tax authorities may assert that the Company is the primary obligor for historical tax matters.\n\nPost separation, the Company’s operating footprint, as well as tax return elections and assertions may be different and therefore, the Company’s income taxes, as presented in the consolidated financial statements for periods prior to the Company’s IPO, may not be indicative of the Company’s future income taxes.\n\n120\n\nIncome taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax balances on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax balances is recognized in income in the period that includes the enactment date.\n\nThe Company recognizes deferred tax assets to the extent it is believed such assets are more likely than not to be realized. In making such a determination, the Company considers all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If it is determined that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.\n\nThe Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized. Post-Separation, liabilities related to unrecognized tax benefits for which the Company is liable are reported within the consolidated balance sheet based upon tax authorities’ ability to assert that the Company may be the primary obligor for historical taxes, among other factors.\n\nOther Operating Expense (Income), Net\n\nOther operating expense (income), net primarily includes restructuring expense, royalty expense, foreign currency hedging gains and losses, currency remeasurement, and expenses and income associated with research and development funded arrangements.\n\nOther Non-Operating Expense, Net\n\nOther non-operating expense, net includes investment gains and losses.\n\nCurrency Translation\n\nAssets and liabilities of non-U.S. dollar functional currency entities are translated to U.S. dollars at period-end exchange rates, and the currency impacts arising from the translation of the assets and liabilities are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income (loss), on the consolidated balance sheets. Elements of the consolidated statements of operations are translated at the average monthly currency exchange rates in effect during the period. Currency transaction gains and losses are included in other operating expense (income), net in the consolidated statements of operations.\n\n121\n\nStock-Based Compensation\n\nStock-based compensation cost is measured at the grant date based on the estimated fair value of the award, and the portion that is ultimately expected to vest is recognized as compensation expense over the requisite service period on a straight-line basis. The Company’s stock-based compensation expense is based on stock option awards, restricted stock unit awards, performance share unit awards, and employee stock purchase plan expenses. The Company estimates the fair value of stock options issued under the 2026 MiniMed Group, Inc. Long Term Incentive Plan (the “MiniMed LTIP”), and employee purchase rights under the MiniMed Group, Inc. 2026 Employee Stock Purchase Plan (“ESPP”) using the Black-Scholes option pricing model on the date of grant. The Black-Scholes option pricing model requires the use of assumptions about a number of variables, including stock price volatility, expected term, dividend yield and risk-free interest rate (refer to Note 9. “Stock-based Compensation”). The fair value of restricted stock unit (RSU) awards issued under the Company’s stock incentive plans that vest solely based on service, is estimated based on the fair market value of the underlying stock on the date of grant. Performance share unit awards (PSU) vest based upon predefined company performance metrics and the awardee’s continuing service through the measurement date. The fair value of these awards is generally estimated based on the fair market value of the underlying stock on the date of grant. These awards vest upon the Company’s actual performance relative to predefined performance metrics and subject to the awardee’s continuous service through the respective measurement dates as defined in the award agreements. At each reporting period, the Company reassesses the probability of the achievement of such performance metrics. For certain PSUs with market-based criteria, the Company uses a Monte Carlo methodology to estimate the fair value at the date of grant. Any expense change resulting from an adjustment in the estimated shares to ultimately vest is recorded in the period of adjustment. With respect to RSU awards with a market condition, the Company recognizes compensation expense ratably over the requisite service period under an award based on the fair market value of the award at the time of grant, regardless of whether the market condition is satisfied. Previously recognized compensation cost would be reversed only if the employee terminated employment before completing the requisite service period. The Company’s consolidated statements of operations also include allocations of stock-based compensation expense from Medtronic for periods presented prior to the Company’s IPO.\n\nNet Loss Per Share\n\nBasic net loss per share is calculated by dividing the net loss by the weighted average number of common shares that were outstanding for the period, without consideration for common share equivalents. Diluted net loss per share is calculated by dividing the net loss by the weighted-average number of dilutive common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common share equivalents are comprised of potential ESPP shares, unvested RSUs and PSUs, and restricted stock awards, and stock options outstanding under our stock-based compensation plans. Adjustments to the denominator are required to reflect the related dilutive shares. For all periods presented, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as the Company incurred a net loss, and all potentially dilutive securities were anti-dilutive.\n\nImmediately prior to the IPO, on March 5, 2026, the Company’s outstanding common stock was converted from 100 shares of common stock to 252,813,348 shares of common stock. On March 6, 2026, the Company launched its IPO through the sale of 28,000,000 shares of common stock, For the purposes of the Company’s earnings per share calculations, the converted shares are being retrospectively reflected for all periods presented.\n\nThe following table sets forth potentially dilutive securities that were excluded from the diluted loss per share calculation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods. There were no equity awards and no dilutive equity instruments of the Company outstanding prior to the IPO.\n\nFiscal Year\n\n(in thousands of common stock equivalent shares)2026\n\nOptions—\n\nRSUs573\n\nPSUs21\n\nESPP4\n\nTotal598\n\n122\n\nRecently Adopted Accounting Standards\n\nIncome Taxes\n\nIn December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company adopted this guidance prospectively beginning in the fourth quarter of fiscal year 2026 for the annual report. The adoption of this guidance did not have a material impact to the Company’s consolidated financial statements but did require additional disclosures. Refer to Note 8. “Income Taxes”, for additional information.\n\nAccounting Pronouncements Issued and Not Yet Adopted\n\nDisaggregation of Income Statement Expenses\n\nIn November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220-40), which requires tabular disclosures disaggregating certain costs and expenses within relevant income statement captions. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2028 for its annual reports and for interim periods starting in fiscal year 2029. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.\n\nInternal-Use Software\n\nIn September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), to increase the operability of the recognition guidance by removing all references to \"development stages\" and clarifying when an entity is required to start capitalizing software costs. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2029. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.\n\nDerivatives and Hedging and Revenue from Contracts with Customers\n\nIn September 2025, the FASB issued ASU 2025-07, Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (Topics 815 and 606). The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This ASU also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2028, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statements.\n\nGovernment Grants\n\nIn December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832), to establish authoritative guidance on the accounting for government grants received by business entities, including guidance for grants related to an asset and grants related to income. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2030. The Company is currently evaluating the potential effect that the updated standard will have on its financial statements.\n\n123\n\nNote 3. Revenue\n\nThe Company's revenues are principally derived from the sale of reusable and single-use products which together comprise automated insulin delivery (AID) systems and smart multiple daily injection (MDI) systems for diabetes management to individuals, distributors, healthcare providers, and other institutions globally.\n\nThe table below includes net sales by geography for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nU.S.(1)\n$917 $903 $833 \n\nInternational(2)\n2,185 1,812 1,636 \n\nTotal$3,102 $2,715 $2,469 \n\n(1)U.S. includes the United States and U.S. territories.\n\n(2)International includes all other non-U.S. countries.\n\nThe table below includes net sales by product category for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nPumps$546 $541 $540 \n\nConsumables956 854 777 \n\nCGM1,553 1,313 1,117 \n\nOther (1)\n46 6 34 \n\nTotal$3,102 $2,715 $2,469 \n\n(1) Primarily includes revenue generated from the sale of smart insulin pens and services. Amounts in this line also reflect adjustments to the Company's Italian payback accruals resulting from two rulings in 2024 by the Constitutional Court of Italy and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015. Refer to Note 12. “Commitments and Contingencies,” for more information.\n\nAt April 24, 2026, $45 million of rebates and other adjustments were classified as accrued rebates and $2 million of rebates and other adjustments were classified as other liabilities in the consolidated balance sheets. At April 25, 2025, $51 million of rebates and other adjustments were classified as accrued rebates and $38 million of rebates and other adjustments were classified as other liabilities in the consolidated balance sheets. There was $6 million and $5 million of return reserves classified as other accrued expenses in the consolidated balance sheets at April 24, 2026 and April 25, 2025, respectively.\n\nDuring the fiscal year ended April 25, 2025, the Company recognized $20 million of incremental Italian payback accruals resulting from the July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015. During the fiscal year ended April 24, 2026, the Company decreased its accrual for the Italian payback by $7 million resulting from the June 30, 2025 legislative decree published by the Italian government and formalized into law in August 2025 confirming a reduction of the amounts due for years 2015 to 2018. The changes in estimates related to the Italian payback accruals were recognized as adjustments to net sales in the consolidated statements of operations. Refer to Note 12. “Commitments and Contingencies,” for additional information. Other adjustments to variable consideration during the fiscal years ended April 24, 2026 and April 25, 2025 were not material.\n\nDeferred Revenue and Remaining Performance Obligations\n\nDeferred revenue at April 24, 2026 and April 25, 2025 was $19 million and $15 million, respectively. At April 24, 2026 and April 25, 2025, $15 million and $11 million was included in other accrued expenses, respectively, and $4 million and $3 million was included in other liabilities, respectively in the consolidated balance sheets. During the fiscal year ended April 24, 2026, the Company recognized $10 million of revenue that was included in deferred revenue as of April 25, 2025. During the fiscal year ended April 25, 2025, the Company recognized $13 million of revenue that was included in deferred revenue as of April 26, 2024.\n\n124\n\nRemaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments. At April 24, 2026, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately $39 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years.\n\nNote 4. Restructuring\n\nTotal restructuring, associated, and other costs for the fiscal years ended April 24, 2026, April 25, 2025, April 26, 2024 were $142 million, $25 million and $29 million, respectively.\n\nContract Termination Activity\n\nIn December 2025, management approved and committed to a plan to terminate a third-party manufacturing agreement. In conjunction with this plan, the Company recorded pre-tax charges of $118 million during the fiscal year ended April 24, 2026, including $84 million recognized within cost of products sold related to asset write-offs and $34 million recognized within other operating expense (income), net related to contract termination costs in the consolidated statements of operations. As of April 24, 2026, $24 million and $10 million were recorded within other accrued expenses and other liabilities, respectively, in the consolidated balance sheet. There were no comparable liabilities recorded in the consolidated balance sheets as of April 25, 2025.\n\nOther Restructuring Activities\n\nThe Company also incurred restructuring charges during the fiscal years ended April 24, 2026 and April 25, 2025 for individually immaterial restructuring activities. The restructuring, associated, and other costs for these activities primarily related to employee termination benefits provided to employees who have been involuntarily terminated, facility related and asset write-offs.\n\nThe following table presents the classification of these restructuring, associated, and other costs in the consolidated statements of operations for the direct restructuring activities for the fiscal years ended April 24, 2026, April 25, 2025, April 26, 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nCost of products sold$6 $— $1 \n\nSelling, general, and administrative expenses— — 6 \n\nOther operating expense (income), net\n13 13 8 \n\nTotal\n$19 $13 $15 \n\nAllocations of corporate restructuring activities for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024 are included within Note 14. “Related Party Transactions.” As of April 24, 2026 and April 25, 2025, the restructuring liabilities recognized in the consolidated balance sheets were not material.\n\nNote 5. Composition of Certain Financial Statement Items\n\nInventories\n\nInventories consisted of the following at April 24, 2026 and April 25, 2025:\n\n(in millions)April 24, 2026April 25, 2025\n\nRaw materials$128 \n \n$87 \n\nWork in process34 38 \n\nFinished goods179 185 \n\nTotal$341 $311 \n\n125\n\nProperty, Plant and Equipment\n\nThe following are the components of property, plant and equipment:\n\n(in millions)April 24, 2026April 25, 2025\n\nComputer software$532 $447 \n\nEquipment480 395 \n\nLand and land improvements7 7 \n\nBuilding and leasehold improvements232 233 \n\nConstruction in progress241 286 \n\nProperty, plant and equipment, at cost1,492 1,369 \n\nLess: Accumulated Depreciation(781)(663)\n\nProperty, plant and equipment, net (1)\n$711 $706 \n\n(1) Property, plant and equipment, net in the United States was $673 million and $662 million as of April 24, 2026 and April 25, 2025, respectively.\n\nDepreciation expense of $130 million, $114 million, and $96 million was recognized in fiscal years 2026, 2025 and 2024, respectively.\n\nGoodwill\n\nAs of April 24, 2026 and April 25, 2025, the carrying amount of goodwill was $2.3 billion in each period. The Company did not engage in any business combinations or other transactions that would affect the carrying amount of goodwill. The Company did not recognize any goodwill impairment charges during the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024.\n\nIntangible Assets\n\nThe following table presents the gross carrying amount and accumulated amortization of intangible assets:\n\n(in millions)April 24, 2026April 25, 2025\n\nIntangible AssetsGross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization\n\nPurchased technology and patents$245 $(147)$246 $(125)\n\nCustomer-related70 (63)68 (60)\n\nTrademarks, tradenames and other5 (3)5 (3)\n\nTotal$321 $(214)$320 $(188)\n\nThe Company did not recognize any definite-lived intangible asset impairment charges during the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024.\n\nAmortization Expense\n\nThe following table presents the intangible asset amortization expense classification for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nCost of products sold$23 $24 $24 \n\nSelling, general, and administrative expense3 5 9 \n\nTotal amortization expense$26 $29 $33 \n\n126\n\nEstimated aggregate amortization expense by fiscal year based on the current carrying value and remaining estimated useful lives of definite-lived intangible assets at April 24, 2026 are as follows:\n\n(in millions)Amortization Expense\n\n202726 \n\n202825 \n\n202922 \n\n203019 \n\n20319 \n\nOther Accrued Expenses\n\nOther accrued expenses included in the consolidated balance sheets were as follows:\n\n(in millions)April 24, 2026April 25, 2025\n\nContract termination accrual$24 $— \n\nAccrued income taxes38 — \n\nAccrued litigation charges\n24 165 \n\nAccrued warranties17 15 \n\nDeferred income15 11 \n\nAncillary services cost accrual— 11 \n\nOperating lease obligations8 11 \n\nRight of return6 5 \n\nOther accrued expenses(1)\n61 53 \n\nTotal$194 $271 \n\n(1) Other accrued expenses includes general accrued expenses as well as accruals related to restructuring, product remediation, clinical trials, and consultant fees.\n\nProduct Warranties\n\nThe following table provides a reconciliation of the changes in product warranty liabilities for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nBalance at the beginning of the period$57 $65 $62 \n\nProvisions for warranties issued during the period46 37 22 \n\nSettlements made during the period(46)(41)(26)\n\nAdjustment of prior estimates6 (3)6 \n\nBalance at end of the period$63 $57 $65 \n\nAs of April 24, 2026 and April 25, 2025, total product warranty reserves were included in the following consolidated balance sheet accounts:\n\n(in millions)April 24, 2026April 25, 2025\n\nOther accrued expenses$17 $15 \n\nOther liabilities47 42 \n\nTotal warranty reserves$63 $57 \n\n127\n\nNote 6. Financial Instruments\n\nThe Company holds equity investments without readily determinable fair values and investments accounted for under the equity method. Equity investments that do not have readily determinable fair values are included within Level 3 of the fair value hierarchy, as they are measured using the measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.\n\nThe following table summarizes the Company's equity and other investments at April 24, 2026 and April 25, 2025, which are classified as other assets in the consolidated balance sheets:\n\n(in millions)April 24, 2026April 25, 2025\n\nInvestments without readily determinable fair values$73 $73 \n\nEquity method investments2 2 \n\nTotal equity investments$75 $75 \n\nThe table below includes activities related to the Company’s portfolio of equity and other investments:\n\nFiscal Year\n\n(in millions)202620252024\n\nProceeds from sales$— $— $11 \n\nImpairment losses recognized$1 $1 $1 \n\nNote 7. Debt\n\nSupplier Financing Arrangements\n\nThe Company participates in a supplier financing program that provides participating suppliers the ability to finance payment obligations from the Company with third-party financial institutions in order to receive earlier payment. The Company’s standard payment term is 90 days. The Company’s outstanding payables to its suppliers, including amounts due and payment terms, are not affected by a supplier’s participation in the program. At April 24, 2026 and April 25, 2025, the Company had $15 million and $25 million, respectively, of outstanding payables associated with the supplier financing program recorded in Accounts payable in the consolidated balance sheets. The historical financial statements previously reported by the Company covering periods prior to the Separation included the supplier financing arrangements of $9 million as of April 25, 2025 which did not convey to the Company following the Separation.\n\nThe following table presents a roll-forward of outstanding payables confirmed as valid associated with the program during fiscal year 2026:\n\nFiscal Year\n\n(in millions)\n2026\n\nBeginning Balance$25 \n\nAdjustments for non-conveying balances at Separation(9)\n\nInvoices confirmed during the year73 \n\nConfirmed invoices paid during the year(74)\n\nEnding Balance$15 \n\nRevolving Credit Facility\n\nOn January 15, 2026, the Company entered into a credit agreement that provides for a five‑year senior secured revolving credit facility (the “Revolving Credit Facility”) with an aggregate principal amount of up to $500 million, with Citibank, N.A. serving as administrative agent for a syndicate of lenders. Subject to the conditions to borrowings contained therein, the commitments under the Revolving Credit Facility became available upon the completion of the Company’s IPO on March 9, 2026.\n\n128\n\nIn connection with entering into the Revolving Credit Facility, the Company incurred approximately $2.5 million of debt issuance costs. These costs are capitalized within other assets and are being amortized to interest expense over the five‑year contractual term of the Revolving Credit Facility.\n\nThe Revolving Credit Facility is available in U.S. dollars and certain approved alternative currencies, initially including Euros. Borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. Subject to specified conditions, one or more of the Company’s wholly owned subsidiaries may be added as additional borrowers.\n\nBorrowings under the Revolving Credit Facility bear interest, at the Company’s option, at (i) Term SOFR or a base rate for U.S. dollar‑denominated borrowings or (ii) EURIBOR for Euro‑denominated borrowings, in each case plus an applicable margin determined pursuant to a pricing grid based on the Company’s secured net leverage ratio. The Company is also required to pay commitment fees on unused commitments and letter of credit fees, in each case determined pursuant to the same pricing grid.\n\nInterest is payable (i) for Term SOFR or EURIBOR borrowings, on the last day of each applicable interest period (or, for any interest period longer than three months, every three months), and (ii) for base rate borrowings, on the last business day of each March, June, September, and December.\n\nThe obligations under the Revolving Credit Facility are guaranteed by certain of the Company’s wholly owned subsidiaries and are secured by certain assets of such subsidiaries, subject to customary exceptions.\n\nThe Revolving Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default, including financial maintenance covenants and restrictions on, among other things, additional indebtedness, liens, asset sales, restricted payments, investments, certain debt prepayments, and merger transactions. The Revolving Credit Facility matures in March 2031.\n\nAs of April 24, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and the Company was in compliance with all applicable covenants.\n\nNote 8. Incomes Taxes\n\nThe income tax provision is based on income before income taxes reported for financial statement purposes. Prior to the Separation, income taxes have been calculated using a separate return method. The separate return method applies the accounting guidance for income taxes to the standalone financial statements as if the Company were a separate taxpayer and a standalone entity.\n\nFor all periods prior to the Separation, the Company was part of Medtronic’s consolidated U.S. federal income tax return, as well as Medtronic’s separate and combined income tax returns in numerous state and international jurisdictions. The Company’s current tax liabilities computed under the separate return method are considered to be effectively settled in the Consolidated Financial Statements at the time the transaction is recorded, with the offset recorded against Net Parent investment from Medtronic.\n\nThe components of income/(loss) before income taxes, based on tax jurisdiction, are as follows:\n\nFiscal Year\n\n(in millions)202620252024\n\nU.S.$(381)$(281)$(176)\n\nInternational192 134 106 \n\nLoss before income taxes$(189)$(147)$(70)\n\n129\n\nThe income tax provision consists of the following:\n\n Fiscal Year\n\n(in millions)202620252024\n\nCurrent tax expense:\n\nFederal$23 $24 $11 \n\nState2 2 2 \n\nInternational 153 28 21 \n\nTotal current tax expense178 54 34 \n\nDeferred tax expense (benefit):\n\nFederal2 — — \n\nState— — — \n\nInternational(52)(2)3 \n\nNet deferred tax expense (benefit) (50)(2)3 \n\nIncome tax provision$128 $52 $38 \n\nTax assets (liabilities), shown before jurisdictional netting of deferred tax assets (liabilities), are comprised of the following:\n\n(in millions)April 24, 2026April 25, 2025\n\nDeferred tax assets:\n\nNet operating loss, capital loss, and credit carryforwards$30 $112 \n\nCapitalization of research and development93 280 \n\nOther accrued liabilities48 8 \n\nLegal settlement\n5 37 \n\nAccrued compensation19 14 \n\nStock-based compensation3 11 \n\nLease obligations7 12 \n\nIntangible assets\n72 3 \n\nAccumulated depreciation— 5 \n\nInventory\n5 1 \n\nOther1 6 \n\nGross deferred tax assets283 489 \n\nValuation allowance(214)(462)\n\nTotal deferred tax assets69 27 \n\nDeferred tax liabilities:\n\nRight of use leases(7)(12)\n\nOther(8)— \n\nTotal deferred tax liabilities(15)(12)\n\n     Total deferred tax liabilities(15)(12)\n\nTax assets, net $54 $15 \n\nReported as (after valuation allowance and jurisdictional netting):\n\nTax assets61 19 \n\nOther liabilities(7)(4)\n\nTax assets, net $54 $15 \n\n130\n\nNo deferred taxes have been provided for undistributed earnings of the Company's foreign subsidiaries as of April 24, 2026, as these earnings have been and under current plans continue to be permanently reinvested in the subsidiaries. A determination of the amount of the unrecognized deferred tax liability related to these undistributed earnings is not practicable due to the complexity and variety of assumptions necessary based on the manner in which the undistributed earnings would be repatriated.\n\nAt April 24, 2026, the Company had less than $1 million of tax effected U.S. federal net operating loss carryforwards, all of which have no expiration. For U.S. state purposes, the Company had $5 million of tax effected net operating loss carryforwards at April 25, 2025, which will expire during fiscal years 2034 through 2040.\n\nAt April 24, 2026, the Company also had $24 million of tax credits available to reduce future income taxes payable, of which $22 million have no expiration. The remaining credits will expire during fiscal years 2029 through 2040.\n\nThe Company has established valuation allowances primarily related to the uncertainty of the utilization of certain deferred tax assets in the U.S. federal and State jurisdictions, as well as certain tax loss carryforwards in various jurisdictions outside of the U.S. A rollforward of the Company's valuation allowances are as follows:\n\n(in millions)April 24, 2026April 25, 2025April 26, 2024\n\nValuation allowances, beginning of period\n$462 $360 $273 \n\nCharges to tax expense(429)102 90 \n\nCharges to other accounts180 — (3)\n\nValuation allowances, end of period$214 $462 $360 \n\nThe increase in the valuation allowance in 2025 and 2024 was primarily due to an increase in the U.S. federal and State deferred tax assets. The decrease in the valuation allowance in 2026 primarily relates to the settlement of deferred tax assets for net operating losses and tax credit carryforwards through Net Parent investment. Pre-Separation, these net operating losses and tax credit carryforwards were included for purposes of the historical periods, and presented on a “carve-out” basis as they were available to be utilized by Medtronic. Post-Separation, these net operating losses and tax credit carryforwards are not available for future utilization by the Company and were settled through Net Parent investment immediately prior to the Separation. The remaining valuation allowance balance in 2026 increased from 2025 as a result of an increase in U.S. federal and State deferred tax assets.\n\nThe following table reconciles cash paid for income taxes for the year ended April 24, 2026:\n\n(in millions)\n\nApril 24, 2026\n\nFederal$— \n\nState\n1 \n\nForeign\n1 \n\nTotal Cash Paid for Income Taxes\n$2 \n\n131\n\nFollowing the Company’s adoption and prospective application of ASU 2023-09, the income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21.0% to income before income taxes for the fiscal year ended April 24, 2026 as follows:\n\nFiscal Year\n\n(in millions, except percentages)2026\n\nU.S. federal statutory tax rate$(40)21.0 %\n\nIncrease (decrease) in tax rate resulting from:\n\nState and Local Income Taxes(1)\n$2 (1.0)%\n\nEffects of Cross-Border Tax Laws\n\n   Foreign Derived Intangible Income$(6)3.2 %\n\nTax Credits\n\n   R&D Credit$(20)10.8 %\n\n   Foreign Tax Credit$(45)23.6 %\n\nChanges in Valuation Allowance$174 (92.0)%\n\nNontaxable or Nondeductible Items\n\n   Other$2 (1.0)%\n\nOther Adjustments$1 (0.3)%\n\nForeign Tax Effects\n\n   Argentina\n\n      Changes in Valuation Allowance$3 (1.6)%\n\n      Other$(2)1.2 %\n\n   France\n\n      Intercompany Restructuring related to Separation(2)\n$9 (5.0)%\n\n      Other$1 (0.4)%\n\n   Germany$2 (1.1)%\n\n   Ireland\n\n      Pillar Two$3 (1.8)%\n\n      Other$— (0.2)%\n\n   Netherlands$2 (1.3)%\n\n   Puerto Rico\n\n      Statutory Tax Rate Differential$16 (8.3)%\n\n      Tax Holiday$(26)14.0 %\n\n      Withholding Tax$45 (23.6)%\n\n      Other$1 (0.5)%\n\n   Other Foreign Jurisdictions$5 (2.9)%\n\nChanges in Unrecognized Tax Benefits$1 (0.5)%\n\nEffective Tax Rate$128 (67.7)%\n\n(1)State taxes in New York, Illinois, New Jersey, Minnesota, and Wisconsin made up the majority of the tax effect in this category\n\n(2)Intercompany restructuring in connection with the Separation resulted in a net $16 million of tax expense, of which $9 million relates to France\n\n132\n\nPrior to the Company’s adoption of ASU 2023-09, income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21.0% to income before income taxes for the fiscal year ended April 25, 2025 and April 26, 2024 as follows:\n\nFiscal Year\n\n(in millions)20252024\n\nU.S. federal statutory tax rate21.0 %21.0 %\n\nIncrease (decrease) in tax rate resulting from:\n\nU.S. state taxes, net of federal tax benefit(0.8)(2.5)\n\nResearch and development credit13.7 29.3 \n\nInternational4.4 6.7 \n\nForeign derived intangible income0.3 6.9 \n\nValuation allowance adjustment(68.6)(114.0)\n\nStock-based compensation(1.2)(2.8)\n\nU.S. tax on foreign earnings0.1 5.2 \n\nOther, net(3.4)(1.7)\n\nChanges in unrecognized tax benefits(0.9)(2.3)\n\nEffective tax rate(35.4)%(54.2)%\n\nThe Company’s operations in Puerto Rico benefit from a tax holiday which, as compared to the local statutory rate, favorably impacted earnings by $26 million, $13 million, and $15 million in fiscal years 2026, 2025, and 2024, respectively, and diluted earnings per share by $0.10, $0.05, and $0.06, in fiscal years 2026, 2025, and 2024, respectively. The tax holiday is conditional upon the Company meeting certain thresholds required under statutory law and, unless extended, is set to expire after fiscal year 2027.\n\nOn July 4, 2025, the U.S. Government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. Certain provisions are effective for the Company beginning fiscal year 2026 and the impact for the fiscal year ended April 24, 2026 was not material.\n\nThe Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two Global Minimum Tax. A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which were effective for the Company in fiscal year 2025. The Company recorded approximately $3 million of Pillar Two tax expense for the fiscal year ended April 24, 2026.\n\n133\n\nThe Company recognizes the amount of income tax benefit that has a greater than 50% likelihood of being ultimately realized upon settlement. Changes in unrecognized tax benefits impacting the provision for income taxes of the Company have been reflected in the consolidated statements of operations. Interest and penalties are also recognized in income tax provision in the consolidated statements of operations. For uncertain tax positions that the Company expects to be legally liable for, unrecognized tax benefits inclusive of interest and penalties have been recorded to non-current liabilities on the consolidated balance sheets for the period ending April 24, 2026. In addition a receivable was recorded to represent the amount of the pre-Separation liability that would be reimbursed under the Tax Matters Agreement. A roll-forward of total unrecognized tax benefits attributable to the operations of the Company is as follows:\n\n Fiscal Year\n\n(in millions)202620252024\n\nGross unrecognized tax benefits at beginning of fiscal year$— $— $— \n\nGross increases:\n\nCurrent year tax positions1 1 1 \n\nGross decreases:\n\nPrior year tax positions— — — \n\nGross unrecognized tax benefits at end of fiscal year1 1 1 \n\nSettled with Parent(1)(1)(1)\n\nGross unrecognized tax benefits$— $— $— \n\nIf all of the Company’s unrecognized tax benefits at April 24, 2026, April 25, 2025, and April 26, 2024 were recognized, $8 million, $13 million and $12 million would impact the Company’s effective tax rate, respectively. Although the Company believes that it has adequately provided for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on the Company’s effective tax rate in future periods.\n\nThe Company recognizes interest and penalties related to income tax matters in income tax provision in the consolidated statements of operations. During fiscal years 2026, 2025 and 2024, the Company had accrued gross interest and penalties of $1 million, $3 million and $3 million, respectively, which were recorded to Net Investment from Parent. During fiscal years 2026, 2025 and 2024, the Company recognized a decrease to gross interest expense of $2 million, increase to gross interest expense of less than $1 million and an increase to gross interest expense of $1 million, respectively, in income tax provision in the consolidated statements of operations.\n\nThe Company reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities. These reserves are subject to a high degree of estimation and management judgment. Resolution of these unresolved matters, or positions taken by the IRS or other tax authorities during future tax audits, could have an impact on the Company’s financial results in future periods. The Company continues to believe that its reserves for uncertain tax positions are appropriate and that it has meritorious defenses for its tax filings and will vigorously defend them during the audit process, appellate process, and through litigation in courts.\n\nPrior to the Separation, the Company was part of Medtronic’s consolidated U.S. federal income tax return, as well as separate and combined Medtronic income tax returns in numerous state and foreign jurisdictions. In connection with the Separation, we entered into a Tax Matters Agreement with Medtronic allocating responsibility and providing for the payment of tax liabilities and entitlement to refunds, cooperation in the filing of tax returns, and providing for certain other matters relating to taxes, including indemnities, and preservation of the intended tax treatment. Medtronic is under examination by numerous tax authorities in various jurisdictions globally.\n\nThe major jurisdictions in which the Company operated which are subject to examination are as follows:\n\nJurisdictionEarliest Open Year\n\nUnited States - federal and state2017\n\nNote 9. Stock-based Compensation\n\nMedtronic Plans and Conversion of Medtronic Awards\n\nPrior to the Separation, Medtronic granted stock awards under the 2021 Medtronic plc Long Term Incentive Plan (“Medtronic 2021 Plan”). The Medtronic 2021 Plan provides for the grant of stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), other stock-based awards, and cash awards to employees and directors, including the Company’s personnel. Stock-based compensation granted pursuant to the Medtronic 2021 Plan was denominated in shares of Medtronic’s common stock. As such, all awards granted prior to the Company’s completion of its IPO on March 9, 2026, (the “Conversion Date”) were issued under the Medtronic 2021 Plan.\n\n134\n\nIn connection with the Separation, on the Conversion Date, Medtronic outstanding RSUs and certain PSUs held by MiniMed employees were converted to MiniMed RSUs under the 2026 MiniMed Long-Term Incentive Plan. The awards were converted using the conversion ratio that was determined in accordance with the Employee Matters Agreement (as defined in Note 14. “Related Party Transactions”). The conversion ratio was based on the average closing prices of the Medtronic common stock for the last three trading days prior to the Separation and the Company’s common stock for the first three trading days following the Separation. Additionally, as part of the conversion, one of the Medtronic PSU awards was deemed satisfied at the target level, and one was deemed satisfied at the latest forecasted achievement level. All other vesting terms and conditions were not affected by the conversion. This change in the awards was considered to be a modification for accounting purposes. The incremental compensation cost recognized by the Company as a result of these modifications was not material. The roll-forward of restricted stock activity within the Restricted Stock Units section below reflects the amounts converted to MiniMed restricted stock units upon IPO.\n\nStock options and certain performance share units granted under the Medtronic plan and held by MiniMed employees remain structured to settle in Medtronic stock.\n\nMiniMed Group, Inc. 2026 Long Term Incentive Plan\n\nIn connection with the Separation, on the Conversion Date, the Company implemented the MiniMed Group, Inc. 2026 Long Term Incentive Plan (the “MiniMed LTIP”) providing for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, RSUs, PSUs, other stock-based awards, and cash-settled RSUs to eligible employees, non-employee directors, independent contractors, and consultants of the Company and its subsidiaries and affiliated entities. Stock-based compensation granted pursuant to the MiniMed LTIP is denominated in shares of the Company’s common stock. The MiniMed LTIP was approved by Medtronic, as sole shareholder of the Company, prior to the Company’s IPO and became effective in March 2026. The maximum aggregate number of shares of common stock that was approved for issuance under the MiniMed LTIP was the sum of (i) 33,697,602 shares and (ii) any shares relating to the MiniMed LTIP which become available for grants under the plan following the effective date pursuant to provisions of the plan. A total of 4.0 million shares underlying awards converted from Medtronic awards to MiniMed awards (as described in the section above), do not reduce the maximum aggregate number of shares of common stock that may be issued under the MiniMed LTIP. The Company estimates forfeitures at the time of grant and recognizes stock-based compensation expense based on the number of awards expected to vest. The Company uses historical data, including certain historical data from Medtronic, to estimate forfeitures and revises its estimates in subsequent periods if actual forfeitures differ from those estimates.\n\nThe following table presents the expense classification of stock-based compensation expense recognized by the Company for stock options, restricted stock units, performance share units, and employee stock purchase plans during the fiscal years 2026, 2025 and 2024:\n\n Fiscal Year\n\n(in millions)202620252024\n\nStock options$6 $7 $7 \n\nRestricted stock units24 21 20 \n\nPerformance share units13 11 8 \n\nEmployee stock purchase plan3 3 3 \n\nTotal stock-based compensation expense$46 $41 $38 \n\nCost of products sold$6 $5 $4 \n\nResearch and development expense30 8 8 \n\nSelling, general, and administrative expense10 29 26 \n\nTotal stock-based compensation expense46 41 38 \n\nIncome tax benefits(7)(6)(6)\n\nTotal stock-based compensation expense, net of tax$39 $35 $32 \n\nDuring the fiscal years 2026, 2025 and 2024, the Company recognized $30 million, $24 million, and $22 million, respectively, of stock compensation expense related to direct Company employees, and $16 million, $18 million, and $16 million, respectively of stock compensation expense related to allocations of Medtronic’s corporate and shared employee stock-based compensation expenses.\n\n135\n\nOn March 9, 2026, the Company’s Compensation and Talent Committee approved equity grants to certain individuals (the “IPO Grants”). The IPO Grants were granted to executive officers in the form of stock options and PSUs and to non-executive individuals in the form of RSUs. The expense related to these grants will be amortized over the requisite service period of the awards, which ranges from one to four years. Also on March 9, 2026, the Board of Directors of the Company adopted the MiniMed Group, Inc Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Pursuant to the policy, each non-employee director was granted RSUs which cliff vest on the anniversary of the grant date. The expense related to these grants will be amortized over the requisite service period of the awards\n\nThe following quantitative stock option, restricted stock, and performance share unit information relates to awards to those employees specifically identified as employees of the Company.\n\nStock Options\n\nUnder the MiniMed LTIP, MiniMed granted stock options which expire 10 years from the grant date and vest over a service period of four years.\n\nOptions are granted at the exercise price, which is equal to the closing price of the Company’s common shares on the grant date. The options are non-qualified options with a ten-year life and a four-year graded vesting term. The Black-Scholes option pricing model (Black-Scholes model) is used to determine the fair value of stock options at the grant date. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price, and expected dividends. Expected volatility is based on a blend of historical volatility of peer companies and an implied volatility of the Company’s common shares. Implied volatility is based on a blended average peer group volatility due to a lack of trading history at the time of grant.\n\nThe Company’s tabular disclosures of stock option valuations for the periods presented include both (i) legacy Medtronic stock options presented on a carve-out basis for periods prior to the Separation and (ii) stock options granted by the Company subsequent to the IPO. As a result of the accelerated vesting and continued settlement in Medtronic shares for the legacy awards, the stock option valuation is not directly comparable across the periods presented. Stock options of the Company are subject to forfeiture if employment terminates prior to the completion of the requisite service period and are not considered outstanding common shares of the Company until exercised.\n\nThe following table provides the weighted average fair value of options granted to employees and the related assumptions used in the Black-Scholes model:\n\n Fiscal Year\n\n202620252024\n\nWeighted average fair value of options granted$7.40 $16.36 $18.44 \n\nAssumptions used:\n\nExpected life (years)6.5 years6.1 years6.1 years\n\nRisk-free interest rate3.8 %4.1 %4.2 %\n\nVolatility32.9 %24.5 %24.3 %\n\nDividend yield— %3.5 %3.2 %\n\nThe following table summarizes stock option activity of the Company under the MiniMed LTIP for the fiscal year 2026:\n\nOptions\n(in thousands)Wtd. Avg.\nExercise\nPriceWtd. Avg. Remaining Contractual Term (in years)Aggregate Intrinsic Value (in millions)\n\nOutstanding options of MiniMed at April 25, 2025\n— $— \n\nGranted987 $18.00 \n\nOutstanding at April 24, 2026\n987 $18.00 9.9$— \n\nExpected to vest at April 24, 2026\n842 $18.00 9.9— \n\nExercisable at April 24, 2026\n— $— — — \n\nUnrecognized compensation expense related to outstanding stock options at April 24, 2026 was $7 million and is expected to be recognized over a weighted average period of 3.9 years.\n\n136\n\nRestricted Stock Units\n\nUnder the MiniMed LTIP, RSUs are expensed over the requisite service period and are subject to forfeiture if employment terminates prior to the completion of the requisite service period. Stock‑based compensation expense for RSUs is based on the grant‑date fair value of the award, which is equal to the closing price of the Company’s common stock on the grant date. The majority of RSU awards vest either ratably over four years or cliff vest after three years. RSUs are not considered issued or outstanding shares of the Company’s common stock until vested.\n\nThe Company’s tabular disclosures of RSU activity for the periods presented include both legacy Medtronic units presented on a carve-out basis for periods prior to the Separation and RSUs granted by the Company, and therefore the RSU activity is not directly comparable across the periods presented.\n\nThe following table summarizes RSU activity of the Company under the legacy Medtronic 2021 Plan for the fiscal year 2026:\n\nUnits\n\n(in thousands)\nWeighted Average Grant Date Fair Value\n\nNonvested Medtronic RSUs at April 25, 2025\n499 $85.34 \n\nChanges in conveyance(1)\n(82)$84.36 \n\nGranted300 $93.86 \n\nVested(132)$89.65 \n\nConverted to MiniMed Plans(584)$88.79 \n\nNonvested Medtronic RSUs at April 24, 2026\n— $— \n\n(1) Includes changes in activity of awards due to actual employees conveyed from Medtronic to MiniMed as compared to prior estimates used before the Separation.\n\nThe following table summarizes RSU activity of the Company under the MiniMed LTIP for the fiscal year 2026:\n\nUnits\n\n(in thousands)\nWeighted Average Grant Date Fair Value\n\nNonvested MiniMed RSUs at April 25, 2025\n— $— \n\nConverted from Medtronic Plans3,977 $18.30 \n\nGranted\n510 $18.00 \n\nVested(18)$19.21 \n\nForfeited/Cancelled(13)$17.20 \n\nNonvested at April 24, 2026\n4,456 $18.26 \n\nThe following table summarizes the weighted-average grant date fair value of restricted stock granted and total fair value of restricted stock vested during the fiscals years 2026, 2025 and 2024.\n\n Fiscal Year\n\n(in millions, except per share data)202620252024\n\nWeighted-average grant-date fair value per restricted stock\n$18.00 $82.35 $82.02 \n\nFair value of restricted stock vested\n$12 $15 $12 \n\nUnrecognized compensation expense related to restricted stock as of April 24, 2026 was $56 million, and is expected to be recognized over a weighted average period of 2.5 years.\n\nPerformance Share Units\n\nFollowing the Separation, the Company granted PSU awards with certain performance conditions and a market condition. Accordingly, the grant-date fair value of these awards was estimated using a Monte Carlo simulation model that incorporated assumptions regarding stock price volatility, expected term, risk-free interest rates, and the probability and timing of the triggering event. Compensation cost for these awards is recognized on a straight-line basis over the requisite service period and is not adjusted for actual outcomes of the market conditions, provided the requisite service is rendered.\n\n137\n\nUnder the MiniMed LTIP, performance share units (“PSUs”) generally vest on a cliff basis after a one to three-year performance period and are subject to continued service through the vesting date. Prior to the Separation from Medtronic, PSU awards were granted under Medtronic plans and included various performance metrics. As a result, certain Medtronic PSU awards remained outstanding subsequent to the Separation date within the Medtronic 2021 Plan.\n\nPSU awards are subject to forfeiture in the event of termination of employment prior to vesting and are not considered issued or outstanding shares of the Company until vesting occurs.\n\nThe following table summarizes performance share unit activity from the Separation date to the fiscal year ended April 24, 2026:\n\nUnits\n(in thousands)Weighted Average Grant Date Fair Value\n\nNonvested at April 25, 2025\n— \n\nGranted169 $18.00 \n\nVested— $— \n\nPerformance adjustments— $— \n\nForfeited/Cancelled— $— \n\nNonvested at April 24, 2026\n169 $18.00 \n\nThe total fair value of performance share units vested and related tax benefit during the fiscal years 2026, 2025 and 2024 was not significant. Unrecognized compensation expense related to performance share units as of April 24, 2026 was not material and is expected to be recognized over a weighted average period of approximately 11 months.\n\nEmployee Stock Purchase Plan\n\nIn March 2026, the Company adopted the 2026 Employee Stock Purchase Plan (the “ESPP”), which enables eligible employees to purchase shares of the Company’s common stock using after-tax payroll deductions, subject to certain conditions. The ESPP is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code.\n\nThe ESPP authorizes the issuance of 8,424,400 shares of common stock pursuant to purchase rights granted to employees. The number of shares of common stock reserved for issuance increases on May 1st each calendar year, from May 1, 2027 through May 1, 2036, by the lesser of (i) 8,424,400 Shares (ii) one percent (1%) of the number of shares issued and outstanding on the immediately preceding April 30, or (iii) such lesser number of shares as determined by the Compensation and Talent Committee of the Board of Directors. On March 9, 2026, the number of shares of common stock reserved for issuance under our ESPP was 8,424,400 shares. As April 24, 2026, no shares of our common stock had been purchased under the ESPP Plan.\n\nThe initial offering under the ESPP commenced on April 1, 2026 and consists of a short initial offering period with a purchase date of June 30, 2026. Following the initial offering, the ESPP is expected to operate on a recurring six‑month offering cycle, with offering periods beginning on January 1 and July 1 of each year and purchase dates occurring on June 30 and December 31.\n\nEligible employees may contribute through payroll deductions, up to 10% of their earnings for the purchase of common stock under the ESPP. The purchase price of common stock under the ESPP will be the lesser of: (a) 85% of the fair market value of a share of the Company’s common stock on the first date of an offering or (b) 85% of the fair market value of a share of the Company’s common stock on the date of purchase.\n\nThe assumptions used in the Black-Scholes model option-pricing model for the ESPP are as follows:\n\n Fiscal Year\n\n2026\n\nAssumptions used:\n\nExpected life (years)0.3 years\n\nRisk-free interest rate3.67 %\n\nVolatility32.54 %\n\nDividend yield— %\n\n138\n\nFor the fiscal years ended April 25, 2025 and April 26, 2024, the ESPP plan under Medtronic did not have a look-back feature, and therefore no Black-Scholes valuation was necessary.\n\nCommon Stock Reserved for Future Issuance\n\nThe following shares of common stock are reserved for future issuance at April 24, 2026:\n\n(in thousands of shares)\n\nShares underlying stock options issued and outstanding987\n\nShares underlying RSUs and PSUs outstanding4,627\n\nEmployee stock purchase plan8,424\n\nShares authorized for future equity award grants32,031\n\nTotal46,069\n\nPreferred Stock Authorization\n\nIn connection with the IPO, the Company filed an Amended and Restated Certificate of Incorporation that, among other things, authorized the issuance of 100 million shares of preferred stock. As of the date of issuance of the consolidated financial statements, no shares of preferred stock had been designated, issued, or were outstanding, and no rights or preferences had been established with respect to any series of preferred stock. The authorization of preferred stock did not have an impact on the Company’s consolidated financial statements for the quarterly periods presented.\n\nNote 10. Leases\n\nThe Company leases office, manufacturing, and research facilities and warehouses, as well as transportation and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Right-of-use assets represent the Company's right to use the underlying asset for the lease term. Lease liabilities are the Company's obligation to make the lease payments arising from a lease. As the Company’s leases typically do not provide an implicit rate, the Company’s lease liabilities are measured on a discounted basis using the Company's incremental borrowing rate. Lease terms used in the recognition of right-of-use assets and lease liabilities include only options to extend the lease that are reasonably certain to be exercised. Additionally, lease terms underlying the right-of-use assets and lease liabilities consider terminations that are reasonably certain to be executed.\n\nThe Company's lease agreements include leases that have both lease and associated nonlease components. The Company has elected to account for lease components and the associated nonlease components as a single lease component. The combined balance sheets do not include recognized assets or liabilities for leases that, at the commencement date, have a term of twelve months or less and do not include an option to purchase the underlying asset that is reasonably certain to be exercised. The Company recognizes such leases in the consolidated statements of operations on a straight-line basis over the lease term. Additionally, the Company recognizes variable lease payments not included in its lease liabilities in the period in which the obligation for those payments is incurred.\n\nThe right-of-use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with finance leases were not material to the consolidated financial statements at April 24, 2026 and April 25, 2025. The following table summarizes the balance sheet classification of the Company's operating leases, including the amounts of the right-of-use assets and lease liabilities at April 24, 2026 and April 25, 2025:\n\n(in millions)Balance Sheet ClassificationApril 24, 2026April 25, 2025\n\nRight-of-use assetsOther assets$52 $66 \n\nCurrent liabilityOther accrued expenses$8 $11 \n\nNon-current liabilityOther liabilities$45 $56 \n\nThe following table summarizes the weighted-average remaining lease term and weighted-average discount rate for the Company's operating leases at April 24, 2026 and April 25, 2025.\n\nApril 24, 2026April 25, 2025\n\nWeighted-average remaining lease term8.0 Years8.1 Years\n\nWeighted-average discount rate3.0 %3.9 %\n\n139\n\nOperating lease costs were $9 million, $11 million and $10 million for fiscal years 2026, 2025 and 2024, respectively. Short-term and variable lease costs were not material in the periods presented.\n\nThe following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for operating lease liabilities for fiscal years 2026, 2025 and 2024:\n\nFiscal Year\n\n(in millions)202620252024\n\nCash payments for operating leases$10 $11 $10 \n\nAdditions and modifications to right-of-use assets3 28 29 \n\nThe following table summarizes the maturities of the Company’s operating leases at April 24, 2026:\n\n(in millions)\n\nFiscal Year\nOperating Leases\n\n2027$10 \n\n202810 \n\n20299 \n\n20307 \n\n20315 \n\nThereafter20 \n\nTotal expected lease payments\n61 \n\nLess: Imputed interest(8)\n\nTotal lease liability\n$53 \n\nNote 11. Research and Development Funding Arrangements\n\nIn fiscal year 2021, MiniMed entered into certain arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C. (collectively, “Blackstone”) to receive funding related to the development of specific diabetes products (each, a “Blackstone Agreement” and collectively, the “Blackstone Agreements”). As there is substantive and genuine transfer of risk to Blackstone, the development funding was recognized by Medtronic as an obligation to perform contractual services. The Company recognized the funding as income within other operating expense (income), net as the research and development costs were incurred and funding payments became due. The Company recognized no income, $46 million of income, and $60 million of income during the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024, respectively, in other operating expense (income), net in the consolidated statements of operations in connection with these Blackstone Agreements. As of April 25, 2025, the Company had recognized all eligible funding under these arrangements in the amount of $324 million, of which $212 million pertains to co-development arrangements for which there are ongoing development and commercialization plans, specifically, our MiniMed Flex insulin pump and MiniMed Fit patch pump.\n\nFor each applicable diabetes product, during the first two years following regulatory approval in the U.S. and commercial launch of each such product, Blackstone will earn the greater of: (i) mid-to-high single digit royalty percentage of applicable net sales for each product, and (ii) specified minimum payments up to $157 million and $162 million for the MiniMed Flex insulin pump and the MiniMed Fit patch pump, respectively. After the first two years following regulatory approval in the U.S. and commercial launch of each product, the Company’s royalty obligations continue at a mid-to-high single digit royalty percentage of applicable net sales until aggregate royalty payments since commercial launch have reached an amount equal to a low single digit multiple of the aggregate funding (the “Net Sales Threshold”) provided by Blackstone under such agreement. If a development project is delayed, the Net Sales Threshold will be subject to certain upward adjustments. Once the Net Sales Threshold is reached, Blackstone will continue to earn royalties for five years at a low single digit royalty percentage of applicable net sales. On March 18, 2026, the MiniMed Flex insulin pump received regulatory approval, and commercial launch was considered probable. As a result, the Company recognized $157 million of expense associated with this approval. The charge was recognized within other operating expense (income), net during the fourth quarter of fiscal year 2026 and primarily within other liabilities in the consolidated balance sheets as of April 24, 2026. As of April 24, 2026, no Blackstone-funded products had been commercially launched.\n\n140\n\nEach Blackstone Agreement is subject to termination by Blackstone or by the Company in certain circumstances described further below. Blackstone may terminate a Blackstone Agreement: (i) if the Company fails to make certain capital investments and are unable to manufacture sufficient quantities of the product, (ii) if the Company is enjoined from continuing product development or commercialization, (iii) if the Company acquires rights to a competing product to the applicable product in certain specified markets, or (iv) if certain specified fundamental changes to the Company, or to the Company's rights to the product, occur. The Company may terminate any of the Blackstone Agreements for any reason by providing prior written notice to Blackstone. If the Company or Blackstone elect to terminate a Blackstone Agreement for one of the reasons described above, the Company will be required to make a termination payment to Blackstone of a multiple of the funded amounts under the applicable agreement, which may be up to $216 million for each such termination, and its royalty payment obligation under the affected agreement will also continue in certain termination circumstances. If the Company acquires rights to a competing product in certain specified markets, Blackstone has the option to terminate the Agreement and receive a termination payment from the Company equal to a multiple of the funded amounts under the applicable agreement, which may be up to $216 million for each such termination, or continue to be eligible for the royalty payments on the product subject to the Blackstone Agreement; provided that if the product subject to the Blackstone Agreement has already been submitted for regulatory approval for commercial use at the time the competing product is acquired and Blackstone elects to receive royalty payments, such royalty payments would apply to both the product subject to the Blackstone Agreement and the competing product. The Company or Blackstone may also terminate a Blackstone Agreement if the other party materially breaches the agreement, subject to customary notice and cure provisions, and in certain such termination circumstances, a payment to Blackstone of a multiple of the funded amounts would be required, which may be up to $216 million for each such termination. At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote. The Company may also terminate a Blackstone Agreement if the relevant product is determined to be technically infeasible, although the Company’s royalty payment obligation to Blackstone will survive such termination.\n\nDuring fiscal year 2025, by mutual agreement, two co-development agreements with Blackstone were terminated. One agreement, for the development of an extended-wear infusion set with a built-in CGM and transmitter, was terminated for technical infeasibility prior to full funding, with no termination charges recorded within the consolidated financial statements. The obligation to pay Blackstone royalties on this product’s net sales continues if the development and commercialization of this product are completed in the future. The other agreement was terminated following a contractual dispute with Blackstone related to the alleged acquisition of a competing product. To resolve the contractual dispute, Blackstone and the Company mutually agreed to terminate the agreement, and following the termination the Company was relieved of any continuing obligations under the agreement other than customary survival provisions. The Company recognized $165 million of litigation charges during fiscal year 2025 in connection with the resolution of the contractual dispute.\n\nNote 12. Commitments and Contingencies\n\nLegal Matters\n\nThe Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the U.S. and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. With respect to intellectual property disputes, the Company is involved in or at risk for litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (“IP”) rights, and licenses, acquisitions or other agreements relating to such rights. This litigation includes, but is not limited to, alleged infringement, misappropriation, or other violation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or, consistent with a growing trend across technology-intensive industries, other entities created specifically to fund IP litigation. With respect to commercial disputes, antitrust and competition issues have gained increased prominence, enforcement and private litigation have increased globally, and the Company is involved in or at risk for antitrust litigation, investigations or enforcement actions regarding a range of commercial activities, including challenges to mergers and acquisition transactions, joint ventures, co-development or co-marketing arrangements, contracting practices, distribution agreements and employment agreements. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek significant monetary damages and/or royalty payments, as well as other civil or criminal remedies (including injunctions barring or restricting the sale of products that are the subject of the proceeding, placing restrictions on competitive strategies or practices, or unwinding consummated transactions), any or all of which could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.\n\n141\n\nThe Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the consolidated statements of operations. The Company recognized $18 million and $165 million of certain litigation charges in the fiscal year ended April 24, 2026 and fiscal year ended April 25, 2025, respectively. Accrued liabilities for certain litigation charges at April 24, 2026 and April 25, 2025 were $18 million and $165 million, respectively. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in other accrued expenses, other liabilities and gains related to significant legal matters in other current assets on the consolidated balance sheets.\n\nWhile it is not possible to predict the outcome of the legal matters discussed below with certainty, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows, even in respect of those matters for which the Company believes that a potential loss is not currently probable.\n\nDiabetes Pump Retainer Ring Litigation\n\nStarting in fiscal year 2021, plaintiffs began filing lawsuits against the Company in U.S. state and federal courts seeking damages for alleged personal injuries, including deaths, caused by the Company’s Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021: in 2019, Medtronic issued an “urgent field safety notification” directing patients to inspect the clear retainer rings on affected Series 600 insulin pumps and, in certain circumstances, offered replacement insulin pumps (which was classified as a recall by the U.S. Food and Drug Administration (“FDA”) in 2020); in 2021, Medtronic expanded the recall to remove the Series 600 insulin pumps with clear retainer rings from the market. Plaintiffs have alleged that, due to a defective retainer ring, the insulin reservoir in their insulin pump could not be locked into place, causing over- or under-delivery of insulin allegedly resulting in hypoglycemia or hyperglycemia. As of June 17, 2026 there are 17 lawsuits filed on behalf of 60 individuals in the U.S.: 15 coordinated in California State Court, Los Angeles County; one in Washington State Court, Pierce County Superior Court; and one in U.S. District Court for the Western District of New York. One of the lawsuits in California State Court, Los Angeles County began a multi-plaintiff trial on May 11, 2026. which resulted in a verdict on June 17, 2026. The jury did not award any damages as to three plaintiffs, two of whom were pump users and one of whom was a loss of consortium plaintiff. As to the remaining plaintiff, a pump user, the jury found liability on certain claims and awarded $253,000 in damages, which we expect to be reduced by approximately one-third based on findings of contributory negligence. These verdicts are not final until a final judgment is entered by the court, after which the parties may engage in post-trial motions practice. Any appeal would occur only after entry of final judgment and resolution of any applicable post-trial motions. The Company cannot predict the timing, outcome, or ultimate impact of these proceedings at this time. In addition, in 2021 a purported class action lawsuit in Canada was filed against the Company in Ontario Superior Court that remains in early stages, with claims similar to those in the pending U.S. lawsuits. Plaintiffs’ firms have also notified the Company that they may file additional lawsuits in the U.S. on behalf of approximately two thousand additional claimants, with claims similar to those in the pending U.S. lawsuits. Many of these potential claims are currently subject to tolling arrangements. The Company is also aware of inquiries made by certain state attorneys general regarding its Series 600 insulin pumps, including information relating to the field corrective actions in 2019 and 2021. As of April 24, 2026, the Company had accrued $22 million in certain litigation charges in connection with certain pending and threatened claims and lawsuits, a portion of which relates to certain claimants who may become subject to a master settlement agreement. It is possible that the amount of the Company’s ultimate liability could materially differ from the amount currently accrued. The Company is currently unable to estimate a reasonably possible loss or range of loss in excess of the amounts accrued.\n\nEOFlow International Arbitration\n\nIn 2023, affiliates of the Company entered into agreements (the “Acquisition Agreements”) to acquire EOFlow Co., Ltd. (“EOFlow”), a Korean company that had developed and commercialized insulin patch pump technology abroad. In mid-to-late 2023, it became apparent that EOFlow would be unable to meet multiple contractual obligations and closing conditions under the Acquisition Agreement. The Acquisition Agreements were terminated in late 2023. In mid-2024, EOFlow filed an arbitral claim against Medtronic before the Singapore International Arbitration Centre, asserting it is entitled to a $26 million break-up fee under the Acquisition Agreements and related letter agreements. The affiliates of the Company have asserted an arbitral counterclaim for EOFlow’s breaches of contractual representations and warranties in the Acquisition Agreements. On March 10, 2026, the Tribunal dismissed EOFlow’s claims against Medtronic without prejudice. The Company has not recorded an expense in connection with this matter because the Company believes any potential loss is not currently probable.\n\n142\n\nWitkin False Claims Act Matter\n\nIn May 2011, a former sales representative filed a qui tam lawsuit against the Company in the U.S. District Court for the District of Massachusetts alleging violations of the False Claims Act in connection with sales of certain insulin pump products in the period from 2007 to 2014 and wrongful termination. The U.S. Department of Justice declined to intervene. The matter is currently proceeding with the nationwide phase of discovery after a several month stay while the Court evaluated the applicability of new precedent from the First Circuit Court of Appeals. The Company has not recorded an expense in connection with this matter because the Company believes any potential loss is not currently probable and reasonably estimable. Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.\n\nItalian Payback Litigation\n\nIn 2015, “payback” legislation was enacted in Italy requiring companies selling medical devices to make payments to the Italian state if Italy’s medical device expenditures exceed annual regional maximum ceilings. The payment amounts are calculated based upon the amount by which the regional ceilings were exceeded for any given year. There has been significant scrutiny on the legality and enforceability of the payback law since its inception, and litigation challenging the law has been proceeding through the Italian Courts. Since the law was enacted, the Company has recognized an estimate for the amount of variable consideration. In connection with this matter, at April 25, 2025, $15 million and $38 million, as accrued rebates and other liabilities, respectively, in the consolidated balance sheets. These were not obligations of the Company following the Separation. During fiscal year 2025, two rulings by the Constitutional Court of Italy found that the medical device payback law is constitutional. Therefore, the Company increased its liability pertaining primarily to certain prior years since 2015 by $20 million during the fiscal year ended April 25, 2025, as a reduction to net sales in the consolidated statements of operations. In June 2025, the Italian government published a legislative decree confirming a reduction of the amounts due for years 2015 to 2018. As a result, the Company decreased its liability pertaining to these years by $7 million during the fiscal year ended April 24, 2026 and recorded a corresponding increase to net sales in the consolidated statements of operations. Discussions are ongoing between the Italian government and industry groups related to the applicability of this legislation for years 2019 and beyond. As such, it is possible that the amount of the Company’s liability could materially differ from the amount currently accrued.\n\nGuarantees\n\nIn the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company and/or its affiliates to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising as a result of the Company or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-party patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under these guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees. The historical financials previously reported by the Company covering periods prior to the Separation included the notional amounts of outstanding bid and performance bonds issued by banks pertaining to the Diabetes business of Medtronic. These bid and performance bonds are not obligations of the Company following the Separation.\n\nPeriodically, the Company will utilize a financial institution to issue a guarantee on behalf of the Company to support commercial commitments. Under the terms of these arrangements, the issuing financial institution guarantees our performance or payment to a beneficiary. As of April 24, 2026, the aggregated amount outstanding for these guarantees issued by financial institutions was not material to the consolidated financial statements.\n\nPurchase Obligations\n\nThe Company has agreements with suppliers and other parties to purchase inventory, other goods and services and long-lived assets. Product inventory obligations consist primarily of purchase order commitments for raw materials used in the production of insulin pumps cartridges and sensors, and finished goods infusion sets. Cancellation of outstanding purchase orders is generally allowed under the standard terms of our purchase order agreements, but may require payment of costs incurred through the date of cancellation. As of April 24, 2026, obligations under our purchase agreements were not material.\n\n143\n\nNote 13. Segment and Geographic Data\n\nThe Company derives its revenue primarily from sale of products focused on diabetes management, including insulin pumps, continuous glucose monitoring systems and sensors, and smart insulin pens. The Company manages its business activities on a consolidated basis and operates as one operating and reportable segment.\n\nThe Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM makes decisions about resource allocation, assesses performance of the business, and monitors budget versus actual results using net income (loss). Income or loss from operations is also considered when monitoring budget versus actual results. Significant expenses include cost of products sold, research and development expenses, selling, general and administrative expenses, and certain litigation charges, which are each separately presented on the Company’s consolidated statements of operations. Other segment items include other operating expense (income), net, non-operating expense (income),net, and income tax provision.\n\nThe Company’s CODM is provided with segment assets information on a consolidated basis for the evaluation of Company performance. Total segment assets were consistent with total assets reported in the Company’s consolidated balance sheets for the fiscal years ended April 24, 2026 and April 25, 2025.\n\nSales by Geographic Region and Customer Sales Channel\n\nNet sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered. The following table presents net sales for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024 for countries with significant concentrations and all other countries:\n\nFiscal Year\n\n(in millions)202620252024\n\nU.S. (1)\n$917 $903 $833 \n\nRest of World2,185 1,812 1,636 \n\nTotal$3,102 $2,715 $2,469 \n\n(1) U.S. includes the United States and U.S. territories.\n\nFiscal Year\n\n(in millions)202620252024\n\nPumps$546 $541 $540 \n\nConsumables956 854 777 \n\nCGM1,553 1,313 1,117 \n\nOther (1)\n46 6 34 \n\nTotal$3,102 $2,715 $2,469 \n\n(1) Primarily includes revenue generated from the sale of smart insulin pens and services. Amounts in this line also reflect adjustments to the Company's Italian payback accruals resulting from two rulings in 2024 by the Constitutional Court of Italy and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015. Refer to Note 12. “Commitments and Contingencies,” for more information.\n\nNote 14. Related Party Transactions\n\nSeparation from Medtronic and Related Transactions\n\nOn March 6, 2026, the Company initiated its IPO pursuant to which 28,000,000 shares of its common stock were issued, at an offering price of $20.00 per share. The IPO closed on March 9, 2026.\n\nIn connection with the IPO and the Separation, the Company entered into a series of transactions with Medtronic pursuant to which Medtronic transferred the assets and liabilities comprising Medtronic’s Diabetes Business to the Company, and the Company issued shares of common stock to Medtronic. Immediately prior to the IPO, on March 5, 2026, the Company’s outstanding common stock was converted from 100 shares of common stock to 252,813,348 shares of common stock.\n\n144\n\nThe Company (i) retained approximately $309 million of the net proceeds from the IPO, for general corporate purposes, and (ii) used the excess of the net proceeds to repay intercompany indebtedness owed to Medtronic under an intercompany note. Following the IPO, Medtronic owned 90% of the outstanding shares of the Company’s outstanding common stock. Medtronic has informed the Company that it intends to make a generally tax-free distribution to its shareholders of all or a portion of its remaining equity interest in the Company, but Medtronic has no obligation to complete such distribution.\n\nIn connection with the Separation, the Company entered into a series of agreements with Medtronic that establish the framework for the ongoing relationship between the parties, including:\n\n•a separation agreement setting forth the transfer of certain assets and liabilities relating to the Diabetes business, termination of certain intercompany arrangements, and customary indemnification and transition-related provisions.\n\n•a transition services agreement pursuant to which Medtronic will provide certain transitional administrative, operational, information technology, finance, and other support services for a defined period, subject to agreed-upon fees and service levels.\n\n•a tax matters agreement, which governs the Company’s and Medtronic’s respective rights, responsibilities, and obligations with respect to tax matters, including tax liabilities, tax attributes, tax contests, and tax returns imposing certain restrictions intended to preserve the tax-free status of various transactions.\n\n•an employee matters agreement, which addresses certain employment, compensation, benefits, and other employment-related matters, including the allocation and treatment of certain employee-related assets and liabilities and outstanding Medtronic equity awards.\n\n•intellectual property cross-license agreements, which provide for cross-licenses that give the Company and Medtronic the freedom to operate in their respective businesses.\n\n•a transitional trademark cross-license agreement and trademark co-existence agreement, which collectively govern the Company’s and Medtronic’s respective rights, responsibilities, and obligations with respect to intellectual property rights classified as trademarks.\n\n•a registration rights agreement, pursuant to which the Company has granted Medtronic certain registration rights with respect to the shares of common stock owned by Medtronic following the completion of the IPO.\n\n•Juncos lease and master services agreements, pursuant to which the Company provides a long-term lease and related services to Medtronic for a portion of the Company’s Juncos, Puerto Rico facility.\n\n•transition manufacturing and supply agreements, pursuant to which Medtronic and its affiliates provide the Company, on a transitional basis, with certain manufacturing and assembly services with respect to certain products.\n\nConsideration and costs for the transition services are determined using several billing methodologies as described in the agreements, including customary billing, pass-through billing, percent of sales billing or fixed fee billing. Costs for transition services provided by Medtronic, including a mark-up on those services, are recorded within the consolidated statements of operations based on the nature of the services. Consideration for transition services provided to Medtronic are recorded within the consolidated statements of operations based on the nature of the services and as an offset to expenses incurred to provide the services. Following the Separation, the Company recognized an immaterial amount of consideration for services provided to Medtronic and recognized costs of $67 million for services provided by Medtronic in 2026 pursuant to the transitional arrangements between the parties.\n\nTotal amounts due from Medtronic of $455 million as of April 24, 2026 primarily consisted of receivables for revenue remittances from international entities. Amounts due to Medtronic of $137 million as of April 24, 2026 primarily consisted of payables for pass-through costs for third-party expenses.\n\nThe consolidated financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Medtronic for the period prior to the separation. The following discussion summarizes activity between the Company and Medtronic.\n\n145\n\nAllocation of General Corporate Expenses\n\nDuring periods presented that were prior to the Company’s IPO, the Company’s operations were integrated with Medtronic and its affiliates, and the Company received services including, but not limited to finance and accounting, legal, information technology, employee benefits and incentives, and stock-based compensation. These consolidated financial statements reflect charges for these services. When specific identification was not practicable, a proportional cost allocation method was utilized, depending on the nature of the services received. See Note 1. “Description of the Business and Basis of Presentation,” for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing these consolidated financial statements on a carve-out basis.\n\nThe major components of Medtronic corporate and shared expenses were as follows:\n\nFiscal Year\n\n(in millions)202620252024\n\nCost of products sold$37 $40 $38 \n\nResearch and development expense27 28 28 \n\nSelling, general, and administrative expenses228 263 245 \n\nOther operating expense (income), net6 12 11 \n\nTotal\n$298 $344 $322 \n\nNet Transfers from Parent\n\nNet transfers from Parent are included within Net investment from Parent from the consolidated statements of equity and within financing activities in the consolidated statements of cash flows and represent the net effect of transactions between the Company and Medtronic. The reconciliation of net transfers to Parent between the consolidated statements of equity and the consolidated statements of cash flows were as follows:\n\nFiscal Year\n\n(in millions)202620252024\n\nNet transfers from Parent within Net investment from Parent per the Consolidated Statements of Equity$363 $62 $160 \n\nStock-based compensation expense(41)(41)(38)\n\nMultiemployer pension expense(7)(8)(8)\n\nOther transfers from parent in connection with IPO, net92 (1)(2)\n\nNet transfers from Parent per the Consolidated Statements of Cash Flows\n$407 $12 $112 \n\nNote 15. Pension\n\nHistorically, certain employees of MiniMed participated in retirement plans sponsored by Medtronic. In connection with the Separation, MiniMed assumed certain non‑U.S. defined benefit pension plan obligations and, for certain plans, plan assets related to active MiniMed employees that were legally transferred from Medtronic to MiniMed. These amounts are disclosed as “Transfers from Medtronic” in the following tables, and the net periodic benefit costs are included in the consolidated statement of operations. Prior to these employee transfers, these plans were accounted for as multi-employer plans and a proportionate allocation of service costs associated with MiniMed employees was reflected in the consolidated statements of operations.\n\nAs the plans are now sponsored by MiniMed, the Company accounts for these plans as single‑employer plans. The funded status of the plans is recognized on the consolidated balance sheet, and the net periodic benefit costs are reflected in the consolidated statements of operations.\n\nThe Company makes deposits for certain funded defined benefit plans with independent trustees. Trust funds and/or deposit with insurance companies are maintained to provide pension benefits to plan participants and their beneficiaries. Certain plans are unfunded in nature and therefore have no plan assets.\n\nNet periodic benefit costs for the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024 were approximately $7 million, $8 million, and $8 million, respectively, and were comprised primarily of service costs. The majority of the expense for the fiscal year ended April 24, 2026 related to the period prior to the Separation and reflects allocated pension costs. In fiscal year 2026, service costs related to post-Separation conveyed plans were $1 million. Interest costs and expected return on plan assets were not material for the period.\n\n146\n\nThe following table sets forth information related to the benefit obligations and the fair value of plan assets assumed by the Company in connection with the Separation from Medtronic for the fiscal year ended April 24, 2026 for the plans sponsored by the Company. Balances from April 26, 2024 through April 25, 2025 were not material for disclosure. The accumulated benefit obligation represents the actuarial present value of benefits based on employee service and compensation as of the measurement date and does not include assumptions about future compensation increases:\n\n2026\n\nAccumulated benefit obligation at end of year:$48 \n\nChange in benefit obligation:\n\nProjected benefit obligation at beginning of year$2 \n\nService cost1 \n\nInterest cost— \n\nParticipant contributions— \n\nExpenses paid— \n\nTransfers from Medtronic50 \n\nNet actuarial loss— \n\nCurrency exchange rate changes and other(1)\n\nProject benefit obligation at end of year$52 \n\nChange in plan assets\n\nFair value of plan assets at beginning of year$— \n\nActual return on plan assets— \n\nEmployer contributions to plan— \n\nParticipant contributions— \n\nExpenses paid— \n\nTransfers from Medtronic34 \n\nCurrency exchange rate changes and other— \n\nFair value of plan assets at end of year$34 \n\nFunded status at end of year:$(18)\n\nAmounts recognized on the consolidated balance sheet consist of:\n\nNoncurrent assets$— \n\nCurrent liabilities— \n\nNoncurrent liabilities(18)\n\nEnding balance$(18)\n\nPension plans with accumulated benefit obligations in excess of plan assets and plans with projected benefit obligations in excess of plan assets were as follows:\n\n2026\n\nPlans with accumulated benefit obligation in excess of plan assets\n\nAccumulated benefit obligation$48 \n\nFair value of plan assets $34 \n\nPlans with projected benefit obligation in excess of plan assets\n\nProjected benefit obligation$52 \n\nFair value of plan assets$34 \n\n147\n\nSignificant actuarial assumptions used in determining the benefit obligation and net periodic pension expense for pension plans are presented in the following table as weighted averages:\n\n2026\n\nActuarial assumptions used to determine net periodic benefit obligations\n\nEffective discount rate on benefit obligations1.67 %\n\nSalary increase rate2.65 %\n\nCash balance interest credit rate2.63 %\n\nActuarial assumptions used to determine net periodic benefit cost\n\nEffective discount rate on benefit obligations1.67 %\n\nEffective rate for interest cost on benefit obligations1.51 %\n\nEffective discount rate for service cost2.08 %\n\nEffective rate for interest on service cost1.92 %\n\nExpected return on assets3.97 %\n\nSalary increase rate2.65 %\n\nCash balance interest credit rate2.63 %\n\nThe weighted average discount rates used to measure pension benefit obligations and net costs are set by reference to analyses based on each plan’s specific cash flows and applicable high‑quality bond indices. The Company utilizes a full yield curve approach in the estimation of the service cost and interest cost components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the related projected cash flows.\n\nRetirement Benefit Plan Investment Strategy\n\nPension plan assets are typically managed by decentralized fiduciary committees. There is significant variation in policy asset allocation from country to country. Local regulations, funding rules, and financial and tax considerations are part of the funding and investment allocation process in each country.\n\nThe plan did not hold any investments in the Company’s ordinary shares at April 24, 2026 or April 25, 2025.\n\nRetirement Benefit Plan Funding\n\nIt is the Company's policy to fund retirement costs within the limit of allowable tax deductions. During the fiscal year 2026, the Company’s contribution for pension benefits was not material.\n\nThe following table provides the estimated pension benefits that are payable from the plans to participants:\n\n(in millions)\n\nFiscal Year\n\n2027$3 \n\n2028$3 \n\n2029$3 \n\n2030$3 \n\n2031$3 \n\n2032-2036$20 \n\n148\n\nThe changes in plan assets and projected benefit obligations recognized in other comprehensive loss for fiscal year 2026 are as follows:\n\n(in millions)\n2026\n\nPrior service cost$— \n\nNet loss (gain) arising during the year— \n\nEffect of exchange rates— \n\nTotal recognized in other comprehensive loss$— \n\nTotal recognized in net periodic benefit cost and other comprehensive loss$7 \n\nThe balance of amounts recognized for non-U.S. plans in accumulated other comprehensive loss as of April 24, 2026 in the preceding table is presented based on the foreign currency exchange rates on that date.\n\nEstimated amounts that will be amortized from accumulated other comprehensive loss over the next fiscal year is not material.\n\nRetirement Plan Asset Allocation\n\nThe Company’s target weighted average asset allocation at April 24, 2026 are as follows:\n\n2026\n\nEquity securities45 %\n\nDebt securities55 %\n\nFair Value Hierarchy\n\nThe following is a description of the valuation methodologies used for retirement benefit plan assets measured at fair value:\n\nRegistered investment companies: Valued at net asset values which are not publicly reported. The net asset values are calculated based on the valuation of the underlying assets. The underlying assets are valued at the quoted market prices of shares held by the plan at year-end in the active market on which the individual securities are traded.\n\nMeasurement using net asset value as a practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported net asset value.\n\nThe methods described above may produce fair values that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain instruments could result in a different fair value measurement at the reporting date.\n\nThe following table sets forth the retirement plans’ investments measured at fair value as of April 24, 2026.\n\n(in millions)Level 1Level 2Level 3Assets measured at NAVTotal Assets\n\nCash$5 $— $— $— $5 \n\nRegistered investment companies— — — 29 29 \n\n$5 $— $— $29 $34 \n\nThe Company reviews the fair value hierarchy classification on an annual basis. There were no transfers into or out of Level 3 during the fiscal years ended April 24, 2026, April 25, 2025, and April 26, 2024.\n\n149"}