Medtronic to accept 55M shares in final MiniMed exchange

Shareholders who owned fewer than 100 Medtronic ordinary shares and tendered all of them are not subject to proration; other valid tenders face the 18.289133% factor.

Rhea-AI Filing Summary

Medtronic plc (MDT) announced final results of its exchange offer, under which it will exchange its remaining 252,813,348 MiniMed Group, Inc. common shares for 55,032,401 Medtronic ordinary shares. The oversubscribed offer expired October 9, 2026.

Of 297,521,390 Medtronic shares validly tendered and not withdrawn, 55,032,401 will be accepted. A final 18.289133% proration factor applies to other valid tenders; shareholders who owned fewer than 100 Medtronic shares and tendered all of them will not be subject to proration. Following completion, Medtronic will retain no MiniMed common shares, and shareholders whose Medtronic shares are accepted will receive newly issued MiniMed shares.

Key Figures

MiniMed common shares exchanged: 252,813,348 shares Medtronic ordinary shares accepted: 55,032,401 shares Validly tendered and not withdrawn: 297,521,390 shares +4 more

7 metrics

MiniMed common shares exchanged 252,813,348 shares Medtronic's remaining interest exchanged in the offer

Medtronic ordinary shares accepted 55,032,401 shares Final exchange offer results

Validly tendered and not withdrawn 297,521,390 shares Medtronic ordinary shares

Shares subject to proration 296,763,500 shares Medtronic ordinary shares tendered

Odd-lot shares tendered 757,890 shares Medtronic ordinary shares not subject to proration

Final proration factor 18.289133% Applies to other validly tendered Medtronic ordinary shares

Odd-lot threshold Fewer than 100 Medtronic ordinary shares Shareholders must tender all their shares to avoid proration

Key Terms

exchange ratio, proration factor, odd-lot, book-entry form, +1 more

5 terms

exchange ratio financial

"at an exchange ratio determined by a formula"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

proration factor financial

"The final proration factor of 18.289133%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

odd-lot financial

"or an “odd-lot,” and have validly tendered all of their shares"

An odd-lot is a stock trade that involves fewer shares than the market’s standard trading block (typically less than 100 shares). For investors this matters because odd-lot orders can be routed or filled differently than standard-size orders, sometimes resulting in wider price differences, slower execution, or slightly higher costs—similar to paying more per item when you buy a single piece instead of a bulk pack.

book-entry form financial

"will be returned to the tendering shareholders in book-entry form promptly"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

fractional shares financial

"Checks in lieu of fractional shares of MiniMed common stock"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MDT shares were tendered and accepted in the MiniMed exchange offer?

297,521,390 Medtronic ordinary shares were validly tendered and not withdrawn, and 55,032,401 shares will be accepted. The final proration factor for other valid tenders is 18.289133%.

How does the odd-lot exception work in the MDT exchange offer?

Shareholders who owned fewer than 100 Medtronic ordinary shares and validly tendered all of them will not be subject to proration. The final proration factor of 18.289133% applies to other validly tendered shares.

What do shareholders receive for accepted MDT shares?

The exchange agent will promptly credit newly issued MiniMed common shares to accounts maintained by the MiniMed transfer agent for shareholders whose Medtronic shares were accepted. Checks in lieu of fractional shares will be delivered after the fractional shares are aggregated and sold in the open market.

What happens to MDT shares tendered but not accepted?

Medtronic ordinary shares tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 03:26 PM EDT Accepted by SEC EDGAR 10/14/2026 - 08:05 AM EDT Learn about SEC filing dates

Filed by Medtronic plc

pursuant to rule 425 under the Securities Act of 1933, as amended

Subject Company: Medtronic plc

Commission File No.: 1-36820

Medtronic Announces Final Results of MiniMed Group, Inc. Exchange Offer

GALWAY, Ireland, October 14, 2026 – Medtronic plc (Medtronic; NYSE: MDT) today announced the final results of its previously announced offer to exchange shares of common stock of MiniMed Group, Inc. (MiniMed; Nasdaq: MMED) for outstanding Medtronic ordinary shares at an exchange ratio determined by a formula described in a registration statement filed by MiniMed on Form S-4 (Reg No. 333-298914). The exchange offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of the day on October 9, 2026.

The exchange offer was oversubscribed, and Medtronic has elected to exchange all of its remaining interest in MiniMed (totaling 252,813,348 shares of MiniMed common stock) for 55,032,401 Medtronic ordinary shares.

Because the exchange offer was oversubscribed, Medtronic will accept only a portion of its ordinary shares that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered. Shareholders who owned fewer than 100 Medtronic ordinary shares, or an “odd-lot,” and have validly tendered all of their shares will not be subject to proration, in accordance with the terms of the exchange offer. All shares validly tendered by eligible “odd-lot” shareholders will be accepted. The final proration factor of 18.289133% will be applied to all other validly tendered Medtronic ordinary shares to determine the number of such shares that will be accepted. Following the completion of the exchange offer, Medtronic will not retain any of the outstanding shares of MiniMed common stock.

Based on the final count by the exchange agent, Equiniti Trust Company, LLC, the final results of the exchange offer are as follows:

•Total number of Medtronic ordinary shares validly tendered and not validly withdrawn: 297,521,390

•Shares tendered that will be subject to proration: 296,763,500

•“Odd-lot” shares tendered that will not be subject to proration: 757,890

•Total number of Medtronic ordinary shares that will be accepted: 55,032,401

Medtronic ordinary shares tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly. In addition, the exchange agent will promptly credit newly issued shares of MiniMed common stock in book-entry form to accounts maintained by the MiniMed transfer agent for tendering shareholders whose Medtronic ordinary shares were accepted in the exchange offer. Checks in lieu of fractional shares of MiniMed common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market.

Goldman Sachs & Co. LLC and BofA Securities, Inc. served as dealer managers for the exchange offer.

About Medtronic

Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary.

Cautions Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including risks related to the expected effects on Medtronic and MiniMed of the exchange offer, the anticipated benefits of the exchange offer, Medtronic’s ability to successfully realize the anticipated benefits from the separation (including consummating the transaction on a basis that is generally tax-free to shareholders for U.S. federal income tax purposes), MiniMed’s ability to succeed as an independent publicly traded company, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, geopolitical conflicts, changing global trade policies, general economic conditions, and other risks and uncertainties described in Medtronic’s and MiniMed’s periodic reports on file with the SEC including their most recent respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. In some cases, you can identify these statements by forward-looking words or expressions, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “going to,” “will,” and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements or any of the information contained in this press release, including to reflect future events or circumstances.

Contacts:

Justin Paquette

Public Relations

+1-612-271-7935

Ingrid Goldberg

Investor Relations

+1-763-505-2696