MiniMed Group (MMED) officer receives new RSU grants after Medtronic separation

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

MiniMed Group, Inc. reported a compensation-related stock grant to officer Wills Courtney Nelson tied to the company’s separation from Medtronic. On March 11, 2026, Nelson received several awards of MiniMed common stock as part of the conversion of prior Medtronic equity awards into MiniMed restricted stock units under the 2026 Long Term Incentive Plan.

The awards were granted at $0.00 per share and represent time-vesting RSUs that will settle in MiniMed shares as they vest. According to the footnotes, these RSUs result from an equity award conversion process using average trading prices of both Medtronic and MiniMed shares, with vesting dates ranging from July 31, 2026 through April 28, 2028.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Wills Courtney Nelson

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,082	$0.00	--
Grant/Award	Common Stock	955	$0.00	--
Grant/Award	Common Stock	11,486	$0.00	--
Grant/Award	Common Stock	5,151	$0.00	--
Grant/Award	Common Stock	13,646	$0.00	--
Grant/Award	Common Stock	5,743	$0.00	--

Holdings After Transaction: Common Stock — 18,082 shares (Direct)

Footnotes (1)

In connection with MMED's separation from Medtronic plc ("Medtronic") effective March 9, 2026 (the "Separation"), as further described in MMED's current report on Form 8-K filed on March 9, 2026, certain restricted stock units and performance share units granted by Medtronic held by the Reporting Person (the "Medtronic Awards") were converted into time-vesting restricted stock units denominated in shares of MMED's common stock ("MMED RSUs") pursuant to the terms of the Employee Matters Agreement, dated as of March 1, 2026, by and between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc. (the "EMA"). Pursuant to the terms of the EMA, the Medtronic Awards were converted into MMED RSUs based, in part, on (i) the average closing trading price of a Medtronic ordinary share for the last three consecutive trading days ending on March 6, 2026 and (ii) the average closing trading price of a share of MMED common stock for three consecutive trading days starting with and including March 9, 2026 (the "Equity Award Conversion"). Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the 2026 MiniMed Group, Inc. Long Term Incentive Plan (the "LTIP") and vest on April 30, 2027. Includes shares to be issued in connection with the vesting of one or more restricted stock units. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on April 30, 2027. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on April 28, 2028. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 31, 2026. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 29, 2027. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 28, 2028.

Form 4 Insider Transactions: What Each Field Means →

03/13/2026 - 07:26 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wills Courtney Nelson

(Last)

(First)

(Middle)

C/O 18000 DEVONSHIRE STREET

(Street)

NORTHRIDGE

91325

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MiniMed Group, Inc. [ MMED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2026⁽¹⁾⁽²⁾		A		18,082⁽³⁾	A	⁽³⁾	18,082⁽⁴⁾	D
Common Stock	03/11/2026⁽¹⁾⁽²⁾		A		955⁽⁵⁾	A	⁽⁵⁾	955⁽⁴⁾	D
Common Stock	03/11/2026⁽¹⁾⁽²⁾		A		11,486⁽⁶⁾	A	⁽⁶⁾	11,486⁽⁴⁾	D
Common Stock	03/11/2026⁽¹⁾⁽²⁾		A		5,151⁽⁷⁾	A	⁽⁷⁾	5,151⁽⁴⁾	D
Common Stock	03/11/2026⁽¹⁾⁽²⁾		A		13,646⁽⁸⁾	A	⁽⁸⁾	13,646⁽⁴⁾	D
Common Stock	03/11/2026⁽¹⁾⁽²⁾		A		5,743⁽⁹⁾	A	⁽⁹⁾	5,743⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In connection with MMED's separation from Medtronic plc ("Medtronic") effective March 9, 2026 (the "Separation"), as further described in MMED's current report on Form 8-K filed on March 9, 2026, certain restricted stock units and performance share units granted by Medtronic held by the Reporting Person (the "Medtronic Awards") were converted into time-vesting restricted stock units denominated in shares of MMED's common stock ("MMED RSUs") pursuant to the terms of the Employee Matters Agreement, dated as of March 1, 2026, by and between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc. (the "EMA").

2. Pursuant to the terms of the EMA, the Medtronic Awards were converted into MMED RSUs based, in part, on (i) the average closing trading price of a Medtronic ordinary share for the last three consecutive trading days ending on March 6, 2026 and (ii) the average closing trading price of a share of MMED common stock for three consecutive trading days starting with and including March 9, 2026 (the "Equity Award Conversion").

3. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the 2026 MiniMed Group, Inc. Long Term Incentive Plan (the "LTIP") and vest on April 30, 2027.

4. Includes shares to be issued in connection with the vesting of one or more restricted stock units.

5. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on April 30, 2027.

6. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on April 28, 2028.

7. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 31, 2026.

8. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 29, 2027.

9. Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 28, 2028.

Remarks:

Senior Vice President, General Counsel

	/s/ Bryan F. Kelly, attorney-in-fact	03/13/2026
	** Signature of Reporting Person	Date
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Source: View Original Filing on SEC EDGAR

FAQ

What did MiniMed Group (MMED) disclose about Wills Courtney Nelson’s Form 4 transaction?

MiniMed Group disclosed that officer Wills Courtney Nelson received multiple grants of common stock on March 11, 2026. These represent time-vesting restricted stock units (RSUs) in MiniMed shares granted as part of converting earlier Medtronic equity awards following MiniMed’s separation from Medtronic.

Are the MMED shares in Wills Courtney Nelson’s Form 4 open-market purchases?

No, the MMED shares are not open-market purchases. The Form 4 shows RSU awards granted at $0.00 per share, reflecting compensation-related stock grants created by converting prior Medtronic restricted stock and performance share units into MiniMed RSUs under MiniMed’s 2026 Long Term Incentive Plan.

How is MiniMed’s separation from Medtronic connected to the MMED Form 4 grants?

The grants stem directly from MiniMed’s separation from Medtronic effective March 9, 2026. Medtronic equity awards held by Nelson were converted into MiniMed RSUs under an Employee Matters Agreement, using average trading prices of Medtronic and MiniMed shares to determine the new MiniMed-denominated awards.

When do the MiniMed (MMED) RSUs granted to Wills Courtney Nelson vest?

The RSUs vest on several future dates. Footnotes state that tranches vest on April 30, 2027, April 28, 2028, July 31, 2026, July 29, 2027, and July 28, 2028. Upon each vesting date, MiniMed common shares will be delivered corresponding to the vested RSUs.

Under what plan were Wills Courtney Nelson’s new MiniMed (MMED) RSUs granted?

The RSUs were granted under the 2026 MiniMed Group, Inc. Long Term Incentive Plan. The Form 4 notes that these MiniMed RSUs replaced earlier Medtronic awards and follow the vesting schedules specified, with settlement in MiniMed common stock as each award vests over time.

Does the Form 4 show any MiniMed (MMED) stock sales or disposals by Wills Courtney Nelson?

The Form 4 does not show any sales or disposals. All reported transactions use code “A” for acquisitions and are classified as grant or award acquisitions of MiniMed RSUs, with no open-market sales, tax-withholding dispositions, or gifts reported in the provided transaction summary.