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MDTMedtronic

Health care · Medical Devices · NYSE

Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company. 10-K, Item 1

Headquarters
Galway
CEO
Geoffrey Martha
Next results
around Nov 17, 2026
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14 paragraphs in Risk Factors of the 10-K filed Jun 18, 2026 with nothing like them in the 10-K filed Jun 20, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

In addition to competition from individual products or companies, rapid technological change may drive shifts in standards of care, physician preferences, purchasing decisions, or site of service dynamics more quickly than anticipated, including the growth of ASCs. New or alternative technologies, therapies, or treatment modalities may disrupt existing procedures or reduce demand for device‑based therapies, including in markets where we currently have leading positions. Our ability to compete effectively will depend on our ability to anticipate, respond to, and successfully navigate these market transitions while continuing to support and grow our existing product lines.

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•the ability to obtain approval or clearance for the products of any businesses we acquire, or to effectively integrate the products or technologies of those businesses into existing or planned product lines, including due to tariffs or other regulatory hurdles, and

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Our devices, products, and therapies are purchased principally by hospitals or physicians that typically bill various third-party payors, such as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans, for the healthcare services provided to their patients. The ability of our customers to obtain appropriate reimbursement for products and services from third-party payors is critical because it affects which products customers purchase and the prices they are willing to pay. Coverage decisions, utilization management programs (e.g., prior authorization), and variability in payment policies may affect physician adoption, hospital purchasing decisions, procedure volumes, and patient access, even where reimbursement is available. Additionally, differences in coverage, payment rates, or site of service incentives across payors or geographies may result in uneven or delayed adoption of our devices, products, and therapies.

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We are subject to litigation, claims, investigations, and regulatory proceedings, which are inherently unpredictable and could materially adversely affect our business, results of operations, financial condition, and cash flows.

Similar paragraph at 15 of 59 other Health care companies: A, BAX, CAH, CNC, COR, CRL, DVA, ELV and 7 more

We are, and may in the future be, involved in litigation, claims, disputes, and regulatory or administrative proceedings arising out of the ordinary course of our business, including product liability claims, commercial and contractual disputes, intellectual property disputes, tax litigation, securities and shareholder litigation, employment‑related matters, environmental matters, competition matters, and other legal matters. We are also subject to potential governmental investigations and enforcement actions, including civil, criminal, or administrative proceedings, in the U.S. and other jurisdictions.

Such matters are inherently uncertain and may be protracted, costly, complex, and disruptive to our operations. Moreover, the environment in which litigation arises continues to evolve, including through the increased availability of third‑party litigation funding and other mechanisms that may facilitate or incentivize the initiation or continuation of claims. These developments may contribute to an increase in

the frequency, scope, or duration of litigation, including claims that may lack merit, and could result in higher defense costs and greater uncertainty, regardless of the ultimate outcome. The outcome of any particular matter is difficult to predict, and adverse outcomes remain possible even where we believe we have meritorious defenses. The defense and resolution of legal matters may also divert management time and resources, increase costs, harm our reputation, or impair relationships with customers, suppliers, healthcare professionals, or regulators.

In addition, claims may be asserted against us in the future based on new theories of liability or changes in applicable laws or regulations, including as a result of evolving interpretations by courts or regulators. The resolution of current or future litigation or regulatory matters, whether individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations or cash flows. See “Item 3. Legal Proceedings” for additional information regarding certain pending legal matters.

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Although we expect to be able to rely on applicable tax treaties with the U.S., Ireland, and other jurisdictions in which we have operations, legislative or other action could be taken to override or amend one or more such treaties in a manner that would limit or eliminate our ability to rely on them. This could subject us to increased taxation, potentially significant expense, and/or other adverse tax consequences.

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respond rapidly enough to prevent a negative impact on our business. The techniques used to obtain unauthorized access to, or disrupt, information technology systems continue to evolve and may be further amplified by the use of AI and other emerging technologies by malicious actors. Like all organizations, we routinely experience attempted interference with the integrity of, and interruptions in, our technology systems via events such as cyber-attacks, malicious intrusions, or other breakdowns. The consequences of such an event could mean data breaches, interference with the integrity of our products and data, the compromising of our intellectual property or other proprietary information, operational disruptions, the need to implement manual processes or other temporary workarounds, or other significant disruptions.

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Global enforcement of anti-corruption laws includes investigations and enforcement proceedings, which could lead to the assessment of significant fines and penalties against companies and individuals. Our international operations create a risk of unauthorized payments or offers of payment by one of our employees, consultants, sales agents, or distributors. We maintain various controls aligned with legal

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The ongoing separation of our Diabetes Business could be delayed, may not be completed as currently contemplated, and could materially adversely affect our business, results of operations, financial condition, and cash flows.

Similar paragraph at 9 of 59 other Health care companies: BAX, CAH, CNC, DVA, GILD, ISRG, MRK, SOLV and 1 more

We have commenced the separation of our Diabetes Business, which has been transferred to MiniMed Group, Inc. (MiniMed). In March 2026, MiniMed completed an initial public offering in which approximately 10% of its ownership was sold and its shares began trading on the Nasdaq Global Select Market. As of the date of this filing, Medtronic retains approximately 90% ownership in MiniMed. We expect to take additional steps to further separate this business and/or dispose of all or a portion of our remaining ownership interest in MiniMed, and the timing, structure, and terms of these steps are subject to market conditions, the effectiveness of related SEC filings, receipt of any applicable approvals, and completion of necessary operational and legal separation activities. There can be no assurance that any further separation steps will occur on the terms or within the timeline currently contemplated, or at all.

The separation is complex and may require significant management time and resources and result in significant costs, including transaction, advisory, legal, accounting, information technology, separation and stand‑up costs, and potential dis‑synergies or stranded costs as shared systems, services, and infrastructure are separated or replicated. We may also be required to operate under transition or other agreements with MiniMed, and disputes or performance issues under such arrangements could adversely affect us. In addition, depending on the structure and timing of future dispositions, we may continue to have significant exposure to MiniMed’s business for an extended period through our retained ownership interest and other arrangements, and the trading price of our ordinary shares may fluctuate significantly around separation‑related transactions. Future steps in the separation could also result in tax liabilities or other adverse tax consequences to us and/or our shareholders. The occurrence of any of the foregoing risks, whether individually or in the aggregate, could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

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New in the latest 10-Q

56 paragraphs in the 10-Q filed Sep 3, 2026 with nothing like them in the 10-Q filed Feb 24, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

Three months ended (in millions) July 31, 2026 July 25, 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net income $ 1,479 $ 1,047 Other comprehensive income (loss), net of tax: Unrealized gain (loss) on investment securities (48) 19 Translation adjustment (479) 349 Net investment hedges 695 (559) Net change in retirement obligations 1 1 Unrealized gain (loss) on cash flow hedges 173 (128) Other comprehensive income (loss) 342 (318) Comprehensive income including noncontrolling interests 1,821 729 Comprehensive income attributable to noncontrolling interests (9) (8) Comprehensive income attributable to Medtronic $ 1,812 $ 720

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Three months ended (in millions) July 31, 2026 July 25, 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Operating Activities: Net income $ 1,479 $ 1,047 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 729 748 Provision for credit losses 25 28 Deferred income taxes 127 167 Stock-based compensation 125 86 Other, net (29) 159 Change in operating assets and liabilities, net of acquisitions and divestitures: Accounts receivable, net 224 288 Inventories (240) (373) Accounts payable and accrued liabilities (531) (598) Other operating assets and liabilities (118) (464) Net cash provided by operating activities 1,793 1,088 Investing Activities: Acquisitions, net of cash acquired (1,162) — Additions to property, plant, and equipment (503) (504) Purchases of investments (2,190) (2,100) Sales and maturities of investments 2,209 2,010 Other investing activities, net 26 (125) Net cash used in investing activities (1,619) (719) Financing Activities: Change in current debt obligations, net 812 649 Payments on long-term debt — (1,162) Dividends to shareholders (921) (910) Issuance of ordinary shares 20 95 Repurchase of ordinary shares (267) (123) Other financing activities, net 13 70 Net cash used in financing activities (343) (1,381) Effect of exchange rate changes on cash and cash equivalents (89) 67 Net change in cash and cash equivalents (258) (945) Cash and cash equivalents at beginning of period 1,949 2,218 Cash and cash equivalents at end of period $ 1,691 $ 1,273 Supplemental Cash Flow Information Cash paid for: Income taxes $ 199 $ 402 Interest 83 81

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Starting in the first quarter of fiscal year 2027, the Cardiovascular Portfolio divisions transitioned from Cardiac Rhythm & Heart Failure, Structural Heart & Aortic, and Coronary & Peripheral Vascular to Electrophysiology Therapies (EPT), Interventional Cardiology Therapies (ICT), CardioVascular Surgery (CVS), and Peripheral Vascular Health (PVH). Our EPT division includes the Cardiac Rhythm Management and the Cardiac Ablation businesses. Our ICT division includes the Coronary and Renal Denervation and the Structural Heart businesses. Our CVS division includes the Cardiac Surgery and the Aortic businesses. Our PVH division includes the Peripheral Vascular Health business. Additionally, a product line from the Medical Surgical Portfolio in the Surgical & Endoscopy division moved to the Neuroscience Portfolio in the Neuromodulation division. Starting in the fourth quarter of fiscal year 2026, the Diabetes Business was no longer considered a reportable segment. Prior period net sales have been recast to conform to the new presentation.

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Worldwide Three months ended (in millions) July 31, 2026 July 25, 2025 Electrophysiology Therapies $ 2,218 $ 1,712 Interventional Cardiology Therapies 894 834 CardioVascular Surgery 477 436 Peripheral Vascular Health 338 302 Cardiovascular 3,927 3,285 Cranial & Spinal Technologies 1,365 1,211 Specialty Therapies 774 702 Neuromodulation 539 514 Neuroscience 2,678 2,427 Surgical & Endoscopy 1,740 1,601 Acute Care & Monitoring 539 471 Medical Surgical 2,279 2,073 Reportable segment net sales 8,884 7,785 Diabetes 843 721 Other operating segment(1) 29 33 Other adjustments(2) — 39 Total net sales $ 9,756 $ 8,578

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During the three months ended July 31, 2026 and the fiscal year ended April 24, 2026, the Company had acquisitions that were accounted for as business combinations. Goodwill resulting from business combinations is largely attributable to future, yet to be defined technologies, new customer relationships, existing workforce of the acquired businesses, and synergies expected to arise after the Company's acquisition of these businesses. The results of operations of acquired businesses have been included in the Company’s condensed consolidated statements of income since the date each business was acquired. The results of operations of acquired businesses and the pro forma impact of the acquisitions during the three months ended July 31, 2026 and fiscal year 2026 were not material, either individually or in the aggregate. For the three months ended July 31, 2026 and the fiscal year ended April 24, 2026, purchase price allocation adjustments were not material.

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On June 12, 2026, the Company closed on the acquisition of all outstanding shares of Scientia Vascular (Scientia), a privately held company. The acquisition expands the Specialty Therapies division within the Neuroscience Portfolio through Scientia’s differentiated access products used to treat complex neurovascular conditions. Contingent consideration liabilities recognized in connection with the acquisition are comprised of product development and revenue-based milestones.

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On July 16, 2026, the Company acquired all outstanding equity of SPR Therapeutics, Inc (SPR), a privately held medical technology company. The acquisition expands the Neuromodulation division within the Neuroscience Portfolio with temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.

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The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:

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(in millions) Scientia SPR ──────────────────────────────────────────────────────────────────────────────────── Cash consideration paid at closing $ 527 $ 654 Fair value of contingent consideration 123 — Total consideration transferred 651 654 Settlement of debt and accrued interest 30 — Total purchase price $ 681 $ 654

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(in millions) Scientia SPR ───────────────────────────────────────────────────────────────────────────────── Current assets (excluding inventory) $ 21 $ 27 Inventory 33 31 Total current assets 54 58 Property, plant, and equipment, net 23 2 Goodwill 511 422 Other intangible assets 278 241 Other noncurrent assets 8 8 Total assets acquired 874 731 Other current liabilities 7 13 Accrued income taxes 145 — Total current liabilities 151 13 Deferred tax liabilities — 59 Other noncurrent liabilities 42 4 Total liabilities assumed 193 77 Net assets acquired $ 681 $ 654

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On April 20, 2026, the Company acquired all the remaining outstanding shares of CathWorks Ltd. (CathWorks), a privately held medical device company. The acquisition expands the Interventional Cardiology division within the Cardiovascular Portfolio by aiming to transform how coronary artery disease is diagnosed and treated.

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Prior to the acquisition, the Company held an existing 15 % equity interest in CathWorks, a debt investment in CathWorks, and an option to acquire the remaining 85 % equity interest. On February 3, 2026, the Company exercised its option to acquire the remaining equity interest in CathWorks. This acquisition was accounted for as a step acquisition at the time of closing. Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values. The Company remeasured the previously held equity interest in CathWorks to its fair value based upon a valuation of the acquired business which was developed using an income approach valuation model. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return. The Company remeasured its previously held equity interest to fair value, resulting in a gain of $ 45 million, representing the difference between the carrying amount of the investment and its fair value at the acquisition date, within other non-operating expense (income), net in the consolidated statements of income during fiscal year 2026. Contingent consideration liabilities recognized in connection with the acquisition are based on future revenue achievements of the acquired business.

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The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:

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(in millions) ──────────────────────────────────────────────────────────────────────────────── Cash consideration paid at closing $ 410 Fair value of contingent consideration 115 Total consideration transferred 525 Fair value of previously held equity interest in CathWorks 93 Settlement of debt and accrued interest due from CathWorks 88 Settlement of pre-existing relationships 12 Total purchase price $ 718

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(in millions) ───────────────────────────────────────────────────────── Current assets $ 17 Property, plant, and equipment, net 11 Goodwill 555 Other intangible assets 200 Other assets 1 Total assets acquired 784 Current liabilities 7 Accrued income taxes 38 Total current liabilities 45 Deferred tax liabilities 21 Other noncurrent liabilities 1 Total liabilities assumed 66 Net assets acquired $ 718

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Goodwill was assigned to the Company’s Cardiovascular Portfolio and is not deductible for tax purposes. The other intangible assets acquired consists of purchased technology and has an estimated useful life of ten years.

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Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating expense (income), net in the condensed consolidated statements of income.

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The fair value of contingent consideration liabilities at July 31, 2026 and April 24, 2026 was $ 275 million and $ 163 million, respectively. At July 31, 2026, $ 111 million was recorded in other accrued expenses and $ 164 million was recorded in other liabilities on the condensed consolidated balance sheets. At April 24, 2026, $ 32 million was reflected in other accrued expenses and $ 131 million was reflected in other liabilities on the condensed consolidated balance sheets.

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Three months ended (in millions) July 31, 2026 ──────────────────────────────────────────────────────────────────────────── Beginning balance $ 163 Purchase price contingent consideration 123 Purchase price allocation adjustments 3 Payments (14) Ending balance $ 275

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The roll-forward activity of contingent consideration liabilities for the three months ended July 25, 2025 was not material.

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The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:

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(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.

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Three months ended (in millions) July 31, 2026 ──────────────────────────────────────────────────────────────────────────────────── Selling, general, and administrative expenses $ 8 Restructuring charges, net 58 Total restructuring, associated, and other costs $ 67

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Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of interest-bearing investments, derivative contracts, and trade accounts receivable. Global concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across many geographic areas. The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business.

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The Company has cash and cash equivalents, investments, and certain other financial instruments positions (including currency exchange rate and interest rate derivative contracts) with various major financial institutions. The Company performs periodic evaluations of the relative credit standings of these financial institutions and limits the amount of credit exposure with any one institution. In addition, the Company has collateral credit agreements with its primary derivatives counterparties. Under these agreements, either party is required to post eligible collateral when the market value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both parties. As of July 31, 2026, the Company received net cash collateral of $ 40 million. Cash collateral received is recorded as an increase in cash and cash equivalents with the offset recorded in other accrued expenses in the condensed consolidated balance sheets. As of April 24, 2026, the Company posted net cash collateral of $ 98 million to its counterparties. Cash collateral posted is recorded as a reduction in cash and cash equivalents, with the offset recorded as an increase in other current assets in the consolidated balance sheets.

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Three months ended (in millions, except per share data) July 31, 2026 July 25, 2025 ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Numerator: Net income attributable to ordinary shareholders $ 1,470 $ 1,040 Denominator: Basic – weighted average shares outstanding 1,279.8 1,281.6 Effect of dilutive securities: Employee stock options 0.1 0.2 Employee restricted stock units 3.0 3.1 Employee performance share units 2.3 2.2 Diluted – weighted average shares outstanding 1,285.1 1,287.1 Basic earnings per share $ 1.15 $ 0.81 Diluted earnings per share $ 1.14 $ 0.81

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U.S. Non-U.S. Three months ended (in millions) July 31, 2026 July 25, 2025 July 31, 2026 July 25, 2025 Service cost $ 12 $ 12 $ 12 $ 11 Interest cost 42 42 14 12 Expected return on plan assets (63) (64) (20) (18) Amortization of prior service cost (1) (1) — — Amortization and settlement recognition of actuarial loss (gain) 5 5 1 1 Net periodic benefit cost (credit) $ (4) $ (6) $ 7 $ 6

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Appeal to the Appellate Court in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023. In September 2025, the Appellate Court remanded the case back to the Tax Court for additional proceedings. The matter is currently before the Tax Court, but the parties have requested that the court stay proceedings to permit the parties to discuss the potential for a resolution of the matter. In the absence of any such resolution, we expect the proceedings to resume in the Tax Court.

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In April 2026, the IRS issued a preliminary audit report on Medtronic Group Holding, Inc. for fiscal years 2017 to 2019 that effectively settled some, but not all matters related to these fiscal years. The significant issues that remain unresolved relate to the allocation of income between Medtronic’s U.S. entities and its affiliated entity operating in Puerto Rico, the interest rates on intercompany debt, and the calculation of foreign tax credits. The Company disagrees with the IRS and will attempt to resolve these matters at the IRS Appellate level.

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The Company had changes to its reportable segments during the fourth quarter of fiscal year 2026. Although the Diabetes Business did not historically meet the quantitative thresholds to be considered a reportable segment, the Company has historically presented the Diabetes Business as a reportable segment because management deemed the information useful to investors. As a result of the MiniMed IPO, management no longer believes segment information about the Diabetes Business is useful to investors given the temporary nature of ownership as the Company has stated its intent to divest its remaining interest in MiniMed within fiscal year 2027 and the lack of strategic significance to ongoing operations. The Diabetes Business operating segment results are aggregated with the Other operating segment within the reconciliations below. Additionally, during the first quarter of fiscal year 2027, a product line moved from the Medical Surgical Portfolio to the Neuroscience Portfolio. Prior period information has been recast to conform to the current year presentation.

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On March 9, 2026, MiniMed completed an initial public offering of 28,000,000 shares of its common stock, par value $ 0.01 per share (MiniMed Common Stock), at an initial public offering price of $ 20.00 per share for net proceeds of $ 538 million. MiniMed shares began trading on the Nasdaq Global Select Market (Nasdaq) under the symbol "MMED."

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As of the closing of the IPO, Medtronic owns 252,813,348 shares of MiniMed Common Stock, or approximately 90.03 % of the total outstanding shares of MiniMed Common Stock. There were no changes to the number of shares the Company owned as of July 31, 2026. Due to the Company retaining a controlling financial interest, the condensed consolidated financial statements reflect the financial results of MiniMed. As of March 9, 2026, the non-controlling interest associated with MiniMed was $ 381 million. The difference between the net proceeds from the IPO and the non-controlling interest balance is recognized in additional paid-in capital on the condensed consolidated balance sheets.

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Medtronic and MiniMed have entered into various definitive agreements that, among other things, set forth the terms and conditions of the separation, the most significant of which includes a Transition Services Agreement (“TSA”). The TSA specifies the services to be provided by Medtronic to MiniMed for a period generally not expected to exceed 24 months following the completion of the IPO. The services are intended to facilitate an orderly transition of the Diabetes Business to operate as an independent public company.

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The Company plans to complete the separation of its Diabetes Business within the fiscal year.

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Subsequent to quarter-end, in August 2026, the Company entered into a cross-currency swap derivative contract with a notional amount of $ 1.0 billion. This cross-currency swap derivative contract is designated as a net investment hedge of our Chinese Renminbi (CNY) denominated exposures from our investments in certain of our CNY denominated functional currency subsidiaries.

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Additionally, on September 1, 2026, the Company announced a strategic partnership with Cornerstone Robotics (Cornerstone), an innovative surgical robotics company that shares Medtronic’s commitment to advancing minimally invasive surgery and improving accessibility to the latest in surgical care worldwide. This partnership includes an investment in Cornerstone and the rights to distribute Cornerstone’s Sentire surgical system in select markets outside the U.S. where the system is market approved. The Company paid approximately $ 700 million in cash for this investment in the second quarter of fiscal year 2027, which will be an increase primarily in other assets in the condensed consolidated financial statements.

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Fiscal year 2027 is a 53-week fiscal year, with the extra week occurring in the first fiscal month of the first quarter and included in the three months ended July 31, 2026 results.

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• The planned exit of certain businesses, including our Diabetes Business, may involve separation activities, costs, and risks associated with transitioning operations, arrangements, and infrastructure. The timing and execution of these activities, as well as any related disposition steps, could affect our future results and financial condition.

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Starting in the first quarter of fiscal year 2027, the Cardiovascular Portfolio divisions transitioned from Cardiac Rhythm & Heart Failure, Structural Heart & Aortic, and Coronary & Peripheral Vascular to Electrophysiology Therapies (EPT), Interventional Cardiology Therapies (ICT), CardioVascular Surgery (CVS), and Peripheral Vascular Health (PVH). Our EPT division includes the Cardiac Rhythm Management and the Cardiac Ablation businesses. Our ICT division includes the Coronary and Renal Denervation and the Structural Heart businesses. Our CVS division includes the Cardiac Surgery and the Aortic businesses. Our PVH division includes the Peripheral Vascular Health business. Additionally, a product line from the Medical Surgical Portfolio in the Surgical & Endoscopy division moved to the Neuroscience Portfolio in the Neuromodulation division. Starting in the fourth quarter of fiscal year 2026, the Diabetes Business was no longer considered a reportable segment. Prior period net sales have been recast to conform to the new presentation.

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• Strengthening our position in the Interventional Cardiology Therapies division as a result of the April 2026 acquisition of CathWorks Ltd. The acquisition expands the ICT division by aiming to transform how coronary artery disease is diagnosed and treated.

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• Continued acceptance and growth VitalFlow ECMO. An accessory to VitalFlow EMCO system, VitalFlow Transport Frame Air and Ground, received CE Mark in May 2026.

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• Continued market acceptance and growth of the Neuroguard IEP stenting system for carotid stenting procedures through our distribution agreement with Contego Medical.

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implantable tibial neuromodulation system received U.S. FDA approval in September 2025 for urinary urge incontinence.

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• Continued market acceptance and growth of the Neuroguard IEP stenting system for carotid stenting procedures through our distribution agreement with Contego Medical.

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• Strengthening our Specialty Therapies division as a result of the June 2026 acquisition of Scientia Vascular. The acquisition expands the Specialty Therapies division by treating complex neurovascular conditions. Additionally, strengthening our Neuromodulation division through the SPR Therapeutics July 2026 acquisition. The acquisition aids temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.

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Refer to the Executive Level Overview for other factors that could impact the Diabetes Business.

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For the three months ended July 31, 2026, the increase in interest expense, net was not material.

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Partially offsetting the decrease in net cash used was an increase of $219 million in net share repurchases for the three months ended July 31, 2026. The remaining change primarily relates to derivative activity.

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On June 12, 2026, the Company closed on the acquisition of all outstanding shares of Scientia Vascular (Scientia) (a privately held company), for $681 million of total consideration transferred, including $123 million of contingent consideration. The acquisition will expand the Specialty Therapies division within the Neuroscience Portfolio through Scientia’s differentiated access products used to treat complex neurovascular conditions.

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On July 16, 2026, the Company closed on the acquisition of all outstanding equity of SPR Therapeutics, Inc., a privately held medical technology company, for $654 million of total consideration transferred. The acquisition enhances the Neuromodulation division within the Neuroscience Portfolio with temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.

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Other information

During the quarter ended July 31, 2026, the following officer adopted a “Rule 10b5-1 trading arrangements” intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act as follows.

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On July 16, 2026, Geoff Martha, Chairman and Chief Executive Officer, adopted a Rule 10b5-1 trading plan. The trading plan provides for the sale of up to 50,000 shares of the Company’s common stock starting as early as October 15, 2026, prior to the plan's termination date of November 30, 2026.

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Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended. In particular, during the first quarter of fiscal year 2027, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S. Government under applicable economic sanctions regulations.

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During the first quarter of fiscal year 2027 ending July 31, 2026, in the normal course of business and consistent with the Office of Foreign Assets Control ("OFAC") authorizations as in effect at the time, Medtronic Russia filed three notifications with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality. This activity did not directly result in any revenues or profits for Medtronic. To the extent that notifications with the FSB remain permissible under U.S. law, Medtronic may decide to continue engaging in such activities for the limited purposes of complying with local law requirements in Russia.

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Item 6

3.1 Certificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).

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3.2 Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on October 21, 2025, File No. 001-36820).

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Sep 3, 2026 against Item 1A of the 10-K filed Jun 18, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.

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