[8-K] Medtronic plc Reports Material Event

Rhea-AI Filing Summary

Medtronic plc reported that Gregory L. Smith, Executive Vice President, Enterprise Operations, will retire from the company effective December 2, 2025 and plans to join a private equity‑held organization. The company states he will receive retirement treatment for outstanding equity as previously disclosed.

Under those equity terms, unvested stock options will accelerate, while restricted stock units (RSUs) and performance stock units (PSUs) will continue to vest in line with the applicable award agreements filed with the SEC.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________ 

FORM 8-K

 _____________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2025

 _____________________________ 

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

  _____________________________ 

 

Ireland

1-36820

98-1183488

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

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

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

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

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

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

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

Title of each class			Trading Symbol			Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share			MDT			New York Stock Exchange
1.125% Senior Notes due 2027			MDT/27			New York Stock Exchange
0.375% Senior Notes due 2028			MDT/28			New York Stock Exchange
3.000% Senior Notes due 2028			MDT/28A			New York Stock Exchange
3.650% Senior Notes due 2029			MDT/29			New York Stock Exchange
2.950% Senior Notes due 2030			MDT/30			New York Stock Exchange
1.625% Senior Notes due 2031			MDT/31			New York Stock Exchange
1.000% Senior Notes due 2031			MDT/31A			New York Stock Exchange
3.125% Senior Notes due 2031			MDT/31B			New York Stock Exchange
0.750% Senior Notes due 2032			MDT/32			New York Stock Exchange
3.375% Senior Notes due 2034			MDT/34			New York Stock Exchange
3.875% Senior Notes due 2036			MDT/36			New York Stock Exchange
2.250% Senior Notes due 2039			MDT/39A			New York Stock Exchange
1.500% Senior Notes due 2039			MDT/39B			New York Stock Exchange
1.375% Senior Notes due 2040			MDT/40A			New York Stock Exchange
4.150% Senior Notes due 2043			MDT/43A			New York Stock Exchange
4.200% Senior Notes due 2045			MDT/45			New York Stock Exchange
1.750% Senior Notes due 2049			MDT/49			New York Stock Exchange
1.625% Senior Notes due 2050			MDT/50			New York Stock Exchange
4.150% Senior Notes due 2053			MDT/53			New York Stock Exchange

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

Emerging growth company ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2025, Gregory L. Smith, Executive Vice President, Enterprise Operations of Medtronic plc (the Company), notified the Company of his decision to retire from the Company, effective December 2, 2025, and to join a private equity-held organization. As of that date, Mr. Smith will be eligible for retirement treatment of his outstanding equity compensation as disclosed in the Company’s annual definitive proxy statement filed on August 25, 2025. Retirement treatment of equity includes acceleration of unvested stock options and continued vesting of restricted stock units (RSUs) and performance stock units (PSUs) consistent with the forms of those equity award agreements publicly filed with the U.S. Securities and Exchange Commission.

SIGNATURES

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

 

Medtronic plc

Date: November 3, 2025

By

/s/ Michelle Quinn

Michelle Quinn

Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Medtronic (MDT) announce in this 8-K?

Medtronic announced the retirement of Gregory L. Smith, EVP, Enterprise Operations, effective December 2, 2025.

When is Gregory L. Smith’s retirement effective at Medtronic (MDT)?

His retirement is effective on December 2, 2025.

Will Gregory L. Smith receive equity retirement treatment at Medtronic (MDT)?

Yes. Unvested stock options accelerate, and RSUs/PSUs continue to vest per the award agreements.

Where are the equity terms for Gregory L. Smith’s retirement disclosed?

They are described in Medtronic’s annual definitive proxy statement filed on August 25, 2025 and the filed award agreements.

What are Gregory L. Smith’s post-retirement plans from Medtronic (MDT)?

He plans to join a private equity‑held organization.

Which Medtronic securities are listed on the NYSE in this filing?

The filing lists MDT ordinary shares and multiple Senior Notes series with tickers such as MDT/27 and MDT/53.