MiniMed Group (NASDAQ: MMED) details new executive severance and change-of-control protections

Rhea-AI Filing Summary

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.

false 0002062583 0002062583 2026-03-23 2026-03-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 23, 2026

MiniMed Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-43183	33-3985981
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

18000 Devonshire St.

Northridge, CA 91325

(Address of principal executive offices) (Zip Code)

(763) 514-4000

(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 exchange on which registered
Common Stock, $0.01 par value		MMED		The Nasdaq Stock Market LLC

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 March 23, 2026, the Compensation and Talent Committee (the “Committee”) of the Board of Directors of MiniMed Group, Inc. (the “Company”) approved the MiniMed Severance Pay Plan for Executives (the “Severance Plan”) and applicable severance benefit practices and levels that would be applicable to the Company’s named executive officers and the MiniMed Group, Inc. Change of Control Severance Plan (the “COC Severance Plan”). Each of the Company’s named executive officers is a participant in the COC Severance Plan and is eligible to participate in the Severance Plan.

MiniMed Severance Pay Plan for Executives

Certain executives of the Company at the Vice President level and above, including each named executive officer, are eligible to participate in the Severance Plan following an eligible termination of employment. Payment of any such benefits is subject to the participant’s execution and non-revocation of a release of claims, and satisfaction of applicable conditions.

In connection with the adoption of the Severance Plan, the Committee also approved certain severance practices and levels that would be applicable to the Company’s named executive officers under the Severance Plan upon an eligible termination of employment not in connection with a change of control. Upon such a termination, subject to the execution and non-revocation of a release of claims and satisfaction of applicable conditions under the Severance Plan, each named executive officer would be entitled to receive: (i) a lump-sum cash severance payment equal to two times the sum of the named executive officer’s annual base salary and target annual bonus and (ii) a lump-sum cash payment equivalent to the cost of 24 months of continued medical and dental coverage under COBRA. The named executive officer would not be entitled to any additional or continued vesting of equity awards under the Severance Plan, except in the case such named executive officer is retirement-eligible.

MiniMed Group, Inc. Change of Control Severance Plan

The COC Severance Plan provides that, for a three year period following a change of control, each named executive officer is entitled to continued employment on terms no less favorable than those in effect during the 90-day period immediately preceding the change of control. If, during such three-year period, the named executive officer is terminated without cause or resigns for good reason, subject to an effective release of claims, the named executive officer is entitled to receive: (i) a pro-rated annual bonus for the year of termination, based on the higher of (x) the named executive officer’s average annual bonus paid over the immediately preceding three years (excluding any bonus paid by Medtronic plc or under a Medtronic plc incentive plan) or (y) the named executive officer’s most recently paid annual bonus (the higher of (x) and (y), the “Highest Annual Bonus”), (ii) a lump-sum cash payment equal to three times the sum of the named executive officer’s annual base salary and Highest Annual Bonus, (iii) benefits under the Company’s tax qualified retirement plan and any excess or supplemental retirement plan calculated assuming that the named executive officer’s employment had continued for three additional years, and (iv) continued health care and life insurance benefits for three years at the same after-tax cost to the named executive officer as in effect prior to the date of termination. The COC Severance Plan also provides that if the severance payments and benefits under the plan would trigger an excise tax for the named executive officer under Section 4999 of the Internal Revenue Code of 1986, such named executive officer’s severance payments and benefits will be either reduced to a level at which the excise tax is not triggered or paid in full (which would then be subject to the excise tax), whichever results in the better net after-tax position for such named executive officer.

The descriptions of the Severance Plan and the COC Severance Plan set forth under this Item 5.02 do not purport to be complete and are qualified in their entirety by reference to the full text of the Severance Plan and the COC Severance Plan, as adopted on March 23, 2026, copies of which will be filed as exhibits to the Company’s annual report on Form 10-K for the fiscal year ending April 24, 2026.

2

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.

	MiniMed Group, Inc.
Date: March 27, 2026	By:	/s/ Bryan F. Kelly
	Name:	Bryan F. Kelly
	Title:	Senior Counsel, Securities & Corporate Governance, Assistant Corporate Secretary

3

FAQ

What did MiniMed Group (MMED) announce in this Form 8-K?

MiniMed Group adopted a new Severance Pay Plan for Executives and a Change of Control Severance Plan. These programs define cash, benefits, and retirement protections for named executive officers after qualifying terminations, including specific multiples of salary and bonus and extended benefit coverage.

Who is eligible under MiniMed Group’s new Severance Pay Plan?

Executives at the vice president level and above, including all named executive officers, are eligible under the Severance Pay Plan. Eligibility applies after certain terminations of employment, and payouts depend on signing and not revoking a release of claims and meeting the plan’s conditions.

What severance benefits can MiniMed (MMED) executives receive without a change of control?

For qualifying terminations not tied to a change of control, a named executive officer may receive a lump-sum equal to two times annual base salary plus target bonus, and another lump-sum covering 24 months of COBRA medical and dental premiums, subject to release and other plan conditions.

How does MiniMed’s Change of Control Severance Plan protect executives?

For three years after a change of control, named executive officers are promised employment terms no less favorable than before. If terminated without cause or resigning for good reason, they may receive a pro-rated bonus, a three-times salary-and-bonus lump sum, added retirement credit, and extended benefits.

How are MiniMed executives’ bonuses calculated after a change of control termination?

The Change of Control Severance Plan provides a pro-rated annual bonus for the year of termination. It is based on the higher of the officer’s average annual bonus over the prior three years or the most recently paid annual bonus, excluding any bonuses from Medtronic plc plans.

Does MiniMed’s change of control plan address potential excise taxes?

Yes. If severance payments and benefits would trigger an excise tax under Section 4999 of the Internal Revenue Code, benefits are either reduced to avoid the tax or paid in full and taxed, whichever leaves the executive in a better net after-tax position.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB