Medtronic intends to accept 55M shares in exchange

Qualifying odd-lot holders who validly tendered all shares they beneficially owned are not subject to proration.

Rhea-AI Filing Summary

Medtronic plc’s exchange offer expired on October 9, 2026, and was oversubscribed. Based on a preliminary count, 298,024,452 Medtronic ordinary shares were validly tendered and not validly withdrawn; Medtronic intends to accept 55,032,401 of them in exchange for 252,813,348 MiniMed Group common shares. The estimated preliminary proration factor for shares subject to proration is approximately 18.3% if all shares tendered by notice of guaranteed delivery are delivered under the offer terms, and may change based on how many satisfy those procedures.

Filing Explained

The offer terms permit up to 27,452,053 additional MiniMed shares to be issued in the exchange, but that amount is not reported as completed.

The offer expired on October 9, 2026, and the results reported here are preliminary. Holders of fewer than 100 shares who tendered all their shares are exempt from proration; other tendered shares are subject to pro rata acceptance.

The terms also permit Medtronic, because the offer was oversubscribed, to exchange up to 27,452,053 additional MiniMed shares—its remaining interest in MiniMed—for additional Medtronic shares, capped at 2% of Medtronic’s total outstanding shares; this is permitted capacity, not a reported completed increase.

Key Figures

Medtronic ordinary shares tendered: 298,024,452 shares Medtronic ordinary shares intended to be accepted: 55,032,401 shares MiniMed common shares in exchange: 252,813,348 shares +3 more

6 metrics

Medtronic ordinary shares tendered 298,024,452 shares Preliminary count of shares validly tendered and not validly withdrawn

Medtronic ordinary shares intended to be accepted 55,032,401 shares Preliminary exchange-offer results

MiniMed common shares in exchange 252,813,348 shares Shares Medtronic intends to exchange for accepted Medtronic ordinary shares

Estimated preliminary proration factor approximately 18.3% Applies to tendered Medtronic ordinary shares subject to proration

Shares tendered by notice of guaranteed delivery 93,311,404 shares Included in the preliminary tender count

Odd-lot shares tendered 757,890 shares Aggregate number tendered by odd-lot shareholders, including those tendered by notice of guaranteed delivery

Key Terms

proration factor, notice of guaranteed delivery, odd-lot, book-entry form

4 terms

proration factor financial

"estimated preliminary proration factor applied to tendered Medtronic Ordinary Shares"

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.

notice of guaranteed delivery regulatory

"93,311,404 Medtronic Ordinary Shares that were tendered by notice of guaranteed delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

odd-lot financial

"“odd-lot” shareholders (holders of fewer than 100 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 technical

"returned to the tendering shareholders in book-entry form"

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.

FAQ

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

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

A preliminary count showed 298,024,452 Medtronic ordinary shares validly tendered and not validly withdrawn. Medtronic intends to accept 55,032,401 of those shares in exchange for 252,813,348 MiniMed common shares.

What is the estimated proration factor for MDT’s MiniMed exchange offer?

The estimated preliminary proration factor for tendered shares subject to proration is approximately 18.3% if all shares tendered by notice of guaranteed delivery are delivered under the offer terms. The estimate may change based on how many satisfy those procedures.

Are odd-lot tenders subject to proration in the MDT exchange offer?

Qualifying odd-lot shareholders are not subject to proration if they validly tender all shares they beneficially own. The offer defines odd-lot shareholders as holders of fewer than 100 shares.

When does MDT expect to announce the final proration factor?

Medtronic expects to announce the final proration factor promptly following expiration of the guaranteed delivery period.

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

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Available on EDGAR 10/13/2026 - 11:33 AM EDT Accepted by SEC EDGAR 10/13/2026 - 08:18 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

MEDTRONIC PLC

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G5960L103

(CUSIP Number of Class of Securities)

Brian Sandstrom, Esq.

Assistant Secretary

c/o Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

+1 (763) 514-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Adam E. Fleisher

Kimberly R. Spoerri

Synne D. Chapman

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

☐			Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the statement relates:
☐			third party tender offer subject to Rule 14d-1.
☒			issuer tender offer subject to Rule 13e-4.
☐			going private transaction subject to Rule 13e-3.
☐			amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐			Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐			Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by Medtronic plc, an Irish public limited company (“Medtronic”), with the Securities and Exchange Commission (the “SEC”) on September 14, 2026, as amended by Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO, filed with the SEC on September 17, 2026, and Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO, filed with the SEC on October 8, 2026 (as so amended, the “Schedule TO”).

This Amendment relates to the offer by Medtronic to exchange up to an aggregate of 225,361,295 newly issued shares of common stock of MiniMed Group, Inc., a Delaware corporation (“MiniMed”), par value $0.01 per share (“MiniMed Common Stock”), representing approximately 80.1% of the outstanding shares of MiniMed Common Stock as of September 3, 2026, for outstanding ordinary shares of Medtronic, par value $0.0001 per share (“Medtronic Ordinary Shares”), upon the terms and subject to the conditions set forth in the Prospectus, dated as of October 5, 2026 (the “Prospectus”), the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). Under the terms of the Exchange Offer, if the Exchange Offer is oversubscribed, Medtronic may, without extending the Exchange Offer period, exchange up to an additional 27,452,053 shares of MiniMed Common Stock, which amount constitutes all of Medtronic’s remaining interest in MiniMed, for an additional number of Medtronic Ordinary Shares that were validly tendered and not validly withdrawn not to exceed two percent of the total outstanding Medtronic Ordinary Shares (the “De Minimis Increase Amount”), pursuant to Rule 13e-4(f)(1)(ii) and Rule 14e-1(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In connection with the Exchange Offer, MiniMed has filed with the SEC under the Securities Act of 1933, as amended, a registration statement on Form S-4 (Registration No. 333-298914) (the “Registration Statement”) to register newly issued shares of MiniMed Common Stock offered in exchange for Medtronic Ordinary Shares tendered in the Exchange Offer.

As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal and the Instruction Booklet to the Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively, is incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the following thereto:

(a)Material Terms.

The Exchange Offer expired at 12:00 midnight, New York City time, at the end of the day on October 9, 2026. The Exchange Offer was oversubscribed. Based on a preliminary count by the exchange agent, Equiniti Trust Company, LLC, 298,024,452 Medtronic Ordinary Shares were validly tendered and not validly withdrawn, including 93,311,404 Medtronic Ordinary Shares that were tendered by notice of guaranteed delivery and 757,890 Medtronic Ordinary Shares that were tendered in aggregate by “odd-lot” shareholders (holders of fewer than 100 shares) not subject to proration (including odd-lot shareholders that tendered by notice of guaranteed delivery). Because the Exchange Offer was oversubscribed, Medtronic will accept only a portion of the Medtronic Ordinary Shares that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered, except for qualifying odd-lot tenders. Shareholders who beneficially owned odd-lots and have validly tendered all of their shares will not be subject to proration, in accordance with the terms of the Exchange Offer. Medtronic intends to accept 55,032,401 Medtronic Ordinary Shares in exchange for 252,813,348 shares of MiniMed Common Stock. Based on the preliminary results, if all shares tendered by notice of guaranteed delivery are delivered under the terms of the Exchange Offer, the estimated preliminary proration factor applied to tendered Medtronic Ordinary Shares subject to proration is approximately 18.3%. The estimated preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures.

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Medtronic expects to announce the final proration factor promptly following the expiration of the guaranteed delivery period. Medtronic Ordinary Shares tendered but not accepted for exchange will be returned to the tendering shareholders in book-entry form promptly after the final proration factor is determined.

On October 12, 2026, Medtronic issued a press release announcing the preliminary results of the Exchange Offer, a copy of which is attached as Exhibit (a)(4)(xxxiv) hereto and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto:

Exhibit Number						Exhibit Description
(a)(4)(xxxii)						Text of the website that is being maintained in connection with the Exchange Offer, updated on October 8, 2026 (incorporated by reference to Medtronic plc’s Form 425 filing with the SEC on October 8, 2026).
(a)(4)(xxxiii)						Text of the website that is being maintained in connection with the Exchange Offer, updated on October 9, 2026 (incorporated by reference to Medtronic plc’s Form 425 filing with the SEC on October 9, 2026).
(a)(4)(xxxiv)						Press Release by Medtronic plc, dated October 12, 2026, announcing the preliminary results of the Exchange Offer (incorporated by reference to Medtronic plc’s Form 425 filing with the SEC on October 13, 2026).

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

			Medtronic plc
Date: October 13, 2026			By:			/s/ Brian Sandstrom
			Name:			Brian Sandstrom
			Title:			Assistant Secretary & Vice President, Chief Corporate and Securities Counsel

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