MINIMED GROUP INC SEC Filings

MiniMed Group, Inc. reported strong fourth quarter and full fiscal year 2026 revenue growth but remained unprofitable. Fourth quarter net sales were $837 million, up 15.6% as reported and 8.7% organic, driven largely by international markets and continuous glucose monitoring (CGM) products. Full-year net sales reached $3.102 billion, up 14.2% as reported and 8.0% organic, marking the first time MiniMed surpassed $3 billion in annual revenue.

Despite this top-line strength, MiniMed posted a fiscal 2026 net loss attributable to the company of $331 million, widening from $213 million a year earlier, with a basic and diluted loss per share of $1.29. Fourth quarter net loss attributable to the company was $183 million. CGM revenue grew faster than pumps, and the worldwide CGM attachment rate rose to 66% for the year, with approximately 659,000 pump users at year-end.

Looking ahead to fiscal 2027, MiniMed targets organic revenue growth of about 10%, including a modest benefit from an extra week in the fiscal year, and an adjusted EBITDA margin of about 16%. The company highlighted multiple recent product launches and regulatory clearances as key drivers for future growth.

MiniMed Group, Inc. reported that director Brett Wall, a class II member of the Board and of the Nominating and Corporate Governance Committee, has notified the company he will resign from the Board effective July 3, 2026. The company states his decision is not due to any disagreement with management or the Board, but follows his departure from a senior leadership role at Medtronic plc, MiniMed’s parent, which originally nominated him.

To fill the vacancy, Scott Cundy was appointed as a director effective July 3, 2026. He will serve as a class II director with a term expiring at the 2027 annual meeting of stockholders and will join the Nominating and Corporate Governance Committee. Cundy is a senior Medtronic executive overseeing global quality, product development, and innovation. While Medtronic remains an affiliate of MiniMed, he will receive no compensation for Board service; if that changes, his pay will align with MiniMed’s non‑employee director program.

Medtronic plc reports 252,813,348 shares beneficially owned of MiniMed Group, Inc. The Schedule 13G filing states Medtronic has sole voting and sole dispositive power over 252,813,348 shares, representing 90.0% of the class based on 280,819,988 shares outstanding as of April 11, 2026. The filing lists Medtronic Global Holdings S.C.A. as the record holder of those shares and is signed by Brian Sandstrom, VP, Chief Corporate and Securities Counsel.

MiniMed Group, Inc. reported that its parent, Medtronic plc, experienced unauthorized access to certain information technology systems. Medtronic stated it promptly contained the incident, activated incident response protocols, and engaged external cybersecurity experts to investigate and remediate.

Medtronic disclosed it has not identified any impact on its products, patient safety, customer connections, manufacturing and distribution operations, financial reporting systems, or ability to meet patient needs, and does not expect a material impact on its business or financial results. MiniMed is not aware of compromises to its own IT systems and does not currently expect a material impact on its business or financial results.

The filing also outlines potential risks if the situation worsens, including possible data release or misuse, operational and financial impacts, management distraction, litigation, strained third-party relationships, reputational harm, and regulatory scrutiny, and includes standard forward-looking statement cautions.

MiniMed Group, Inc. reported higher revenue but a larger loss as it transitioned toward standalone operations. Net sales rose to $790 million for the quarter and $2,265 million for the nine months, driven by international demand for pumps, consumables, and CGM systems.

The company posted a quarterly net loss of $111 million and a nine‑month net loss of $132 million, mainly due to higher cost of products sold, increased selling and administrative expenses, and sizable restructuring and contract termination charges, including $118 million tied to ending a third‑party manufacturing agreement.

MiniMed completed an IPO in March 2026, selling 28,000,000 shares at $20.00 per share and retaining about $309 million of net proceeds, and put in place a $500 million revolving credit facility, giving it additional liquidity as it separates from Medtronic. Subsequent to quarter‑end, FDA clearance of the MiniMed Flex insulin pump triggered a one‑time $157 million royalty‑related charge in the fourth quarter.

MiniMed Group, Inc. Chief Executive Officer Dallara Que reported a routine tax-related share disposition. On this Form 4, 4,809 shares of Common Stock were withheld by the company at $16.31 per share to cover income tax obligations tied to vesting RSUs. After this withholding, Que directly holds 616,754 shares, and the filing notes that this total includes shares to be issued upon future RSU vesting.

MiniMed Group, Inc. adopted a new Severance Pay Plan for Executives and a Change of Control Severance Plan for its named executive officers. Executives at vice president level and above become eligible for severance after certain terminations if they sign a release of claims and meet plan conditions.

For eligible terminations not tied to a change of control, each named executive officer may receive a lump-sum cash payment equal to two times annual base salary plus target bonus, and a lump-sum equal to 24 months of medical and dental COBRA premiums. Equity awards generally do not continue vesting unless the executive is retirement-eligible.

Following a change of control, each named executive officer is promised three years of employment on terms no less favorable than those in place beforehand. If they are terminated without cause or resign for good reason during that period, they may receive a pro-rated annual bonus, a lump sum equal to three times base salary plus the highest recent annual bonus, three additional years of credited retirement benefits, and three years of continued health and life insurance benefits. The plan also includes a mechanism to adjust benefits if excise taxes under Section 4999 of the Internal Revenue Code would apply.

MiniMed Group, Inc. announced that the U.S. Food and Drug Administration has cleared the MiniMed Flex™, a next-generation, discreet, smartphone-controlled insulin pump. The clearance came several months earlier than anticipated and will allow earlier commercialization of this key product.

Development of MiniMed Flex™ was funded in part by affiliates of Blackstone Life Sciences Advisors L.L.C. Under their agreement, during the first two years following U.S. regulatory approval and commercial launch, Blackstone will receive the greater of a mid-to-high single digit royalty percentage on applicable net sales or a minimum payment of $157 million. MiniMed expects to recognize a one-time charge of $157 million in the fourth quarter of fiscal year 2026 related to these future payments.

MiniMed Group, Inc. officer John Gyurci reported receiving 15,322 shares of common stock on a grant or award basis, with no cash price per share. These shares represent restricted stock units in MiniMed that were created by converting prior Medtronic equity awards in connection with MiniMed’s separation from Medtronic.

The units were granted under the 2026 MiniMed Group, Inc. Long Term Incentive Plan and vest in three equal installments on January 26, 2027, January 26, 2028, and January 26, 2029. Following this equity award conversion, Gyurci directly holds 15,322 MiniMed shares, including shares to be issued upon future vesting of restricted stock units.

MiniMed Group, Inc. insider Chandrasena Gillian reported multiple grants of common stock on March 11, 2026, all classified as awards rather than market purchases. Each grant reflects MMED restricted stock units received at a price of $0.00 per share.

According to the footnotes, these MMED RSUs were issued when certain Medtronic plc equity awards held by the insider were converted into MiniMed awards in connection with the company’s separation from Medtronic effective March 9, 2026, under the 2026 MiniMed Group, Inc. Long Term Incentive Plan. The converted RSUs vest over time, with tranches scheduled between July 28, 2026 and July 28, 2028, making this a compensation-related equity conversion, not an open‑market stock trade.