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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):
October 15, 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) |
(IRS
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 5.01 |
Changes in Control of Registrant. |
On October 15, 2026, the previously announced
exchange offer (the “Exchange Offer”) of up to an aggregate of 252,813,348 newly issued shares of common stock of MiniMed
Group, Inc. (“MiniMed” or the “Company”) in exchange for outstanding ordinary shares of Medtronic plc (“Medtronic”)
was completed. The Exchange Offer is described in a registration statement on Form S-4 (File No. 333-298914) originally filed by MiniMed
with the Securities and Exchange Commission (the “SEC”) on September 14, 2026, including in a final prospectus filed by MiniMed
with the SEC on October 5, 2026.
According to the final results announced by Medtronic,
Medtronic accepted an aggregate of 55,032,401 Medtronic ordinary shares from its shareholders in the Exchange Offer in exchange for 252,813,348
shares of MiniMed common stock. As a result, Medtronic no longer owns any shares of common stock of MiniMed.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Director Resignations
In connection with the completion of the Exchange
Offer, Linnea Burman, Scott Cundy, Laura Mauri, and Matthew R. Walter each resigned from MiniMed’s Board of Directors (the “Board”),
effective October 15, 2026 (the “Resignations”). None of the Resignations are the result of any disagreement with management
or the Board related to MiniMed’s operations, policies or practices.
Director Appointment
In connection with the Resignations, on October
15, 2026, the Board decreased the size of the Board from 11 to eight and appointed Amy Bricker to serve as a director of the Board to
fill the resulting vacancy, effective October 15, 2026.
Ms. Bricker will serve as a Class II director
whose term expires at the 2027 annual meeting of stockholders and will be a member of the Board’s Nominating and Corporate Governance
Committee.
Ms. Bricker currently serves as Executive Vice
President, Chief Enterprise Pharmacy Officer of Walgreen Co., a role she has held since 2025. Prior to joining Walgreen Co., Ms. Bricker
was employed at different healthcare organizations, including CVS Health Corporation (NYSE: CVS) from 2023 to 2024, and Express Scripts
(NYSE: CI) from 2010 to 2023, including as President from 2020 to 2023. Ms. Bricker holds a B.S. from the University of Health Sciences
and Pharmacy in St. Louis.
The Board has determined that Ms. Bricker is
“independent” in accordance with the rules of The Nasdaq Stock Market LLC, the SEC, and MiniMed’s corporate governance
guidelines. Ms. Bricker does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation
S-K, and there is no arrangement or understanding pursuant to which she was selected as a director of the Board.
On October 15, 2026, the Board amended the MiniMed
Group, Inc. Non-Employee Director Compensation Policy (the “Amended Director Compensation Policy”), to provide for a pro-rated
annual grant of restricted stock units to individuals who become non-employee directors of the Company between annual shareholder meetings
(whether pursuant to their appointment as a director who is not an employee of the Company, its subsidiaries or affiliates or due to
a director ceasing to be an employee of the Company, its subsidiaries or affiliates). The foregoing description of the Amended Director
Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director
Compensation Policy, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ending October 30, 2026.
Ms. Bricker’s compensation for service as
a director will be consistent with the compensation paid to other non-employee directors of MiniMed as described in the Amended Director
Compensation Policy.
| Item 7.01 |
Regulation FD Disclosure. |
On October 15, 2026, MiniMed issued a press release
announcing the completion of the Exchange Offer. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference herein.
The information contained under Item 7.01 in
this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 99.1 |
Press Release dated October 15, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 16, 2026 |
By: |
/s/ Bryan F. Kelly |
| |
Name: |
Bryan F. Kelly |
| |
Title: |
Senior
Counsel, Securities & Corporate Governance, Assistant Corporate Secretary |
Exhibit 99.1
MiniMed Completes
Separation from Medtronic
NORTHRIDGE, Calif., October 15, 2026
– MiniMed (Nasdaq: MMED) today announced the completion of its separation from Medtronic plc (“Medtronic”; NYSE: MDT),
marking its first day as a fully independent company.
“Today marks the completion of
our separation from Medtronic and a significant milestone for MiniMed,” said Que Dallara, Chief Executive Officer of MiniMed. “We
are grateful to Medtronic for its partnership and support in reaching this point. As an independent company, we have the freedom to make
the decisions we believe are right for our business and the people we serve, and the responsibility to see those decisions through. Our
focus now is to put that independence to work and continue advancing what is possible in diabetes care.”
As separately announced yesterday, Medtronic
accepted an aggregate of 55,032,401 Medtronic ordinary shares in exchange for 252,813,348 shares of MiniMed common stock. As a result,
Medtronic no longer holds an equity stake in MiniMed. The exchange offer was 5.4x subscribed.
Full details of the results of the exchange
offer are available in a separate press release issued yesterday by Medtronic. 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.
About MiniMed
MiniMed is a global leader in insulin
delivery, constantly advancing therapies that support people with diabetes in 80 countries. Our full-stack, integrated ecosystem, including
our insulin delivery systems, CGMs, algorithms, and easy-to-use app experience, is designed to work seamlessly together, supported by
white-glove, wrap-around service. For over 40 years, we’ve pioneered therapies people can rely on by anticipating needs, reducing
burden, and helping make life with diabetes easier. Our mission is to make every day a better day for people with diabetes.
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 and MiniMed’s anticipated financial results, all other statements in this communication that are not historical
facts, 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, the Registration Statement on Form S-4 filed
by MiniMed in connection with the exchange offer, including the Prospectus forming a part thereof, the Schedule TO, and other exchange
offer documents filed by Medtronic or MiniMed, as applicable, with the SEC. 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. MiniMed undertakes no obligation to update forward-looking statements or any of the information contained in
this press release.
Contacts:
Ryan Weispfenning
Investor Relations
+1-763-505-4626
Ashley Patterson
Communications
+1-818-576-3025
