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Equity grants to MiniMed (MMED) CFO follow Medtronic separation

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MiniMed Group, Inc. EVP and Chief Financial Officer Chad Spooner received multiple equity awards in connection with MiniMed’s separation from Medtronic plc. On March 11, 2026, he was granted time-vesting restricted stock units (MMED RSUs) that were created by converting prior Medtronic restricted stock and performance share awards under an Employee Matters Agreement tied to the March 9, 2026 separation.

The grants cover 70,896 shares vesting on April 28, 2028, 127,609 shares vesting in three equal installments on July 28, 2026, July 28, 2027 and July 28, 2028, and 70,896 shares vesting on July 28, 2028. All awards were issued at a reported price of $0.00 per share as compensation, not as open-market purchases or sales, and were made under the 2026 MiniMed Group, Inc. Long Term Incentive Plan.

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Insider Spooner Chad
Role EVP, Chief Financial Officer
Type Security Shares Price Value
Grant/Award Common Stock 70,896 $0.00 --
Grant/Award Common Stock 127,609 $0.00 --
Grant/Award Common Stock 70,896 $0.00 --
Holdings After Transaction: Common Stock — 70,896 shares (Direct)
Footnotes (1)
  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 28, 2028. 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 in three equal installments on July 28, 2026, July 28, 2027 and July 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 28, 2028.
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*
Spooner Chad

(Last) (First) (Middle)
C/O 18000 DEVONSHIRE STREET

(Street)
NORTHRIDGE CA 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)
EVP, Chief Financial Officer
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)
Code V Amount (A) or (D) Price
Common Stock 03/11/2026(1)(2) A 70,896(3) A (3) 70,896(4) D
Common Stock 03/11/2026(1)(2) A 127,609(5) A (5) 127,609(4) D
Common Stock 03/11/2026(1)(2) A 70,896(6) A (6) 70,896(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 28, 2028.
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 in three equal installments on July 28, 2026, July 28, 2027 and July 28, 2028.
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 July 28, 2028.
Remarks:
/s/ Bryan F. Kelly, attorney-in-fact 03/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did MiniMed Group (MMED) report for EVP CFO Chad Spooner?

MiniMed reported that EVP and CFO Chad Spooner received multiple grants of time-vesting restricted stock units on March 11, 2026. These MMED RSUs were issued at $0.00 per share as equity compensation, created by converting prior Medtronic awards after the corporate separation.

How many MiniMed (MMED) RSUs did Chad Spooner receive in the March 2026 Form 4?

The filing shows three MMED RSU grants to Chad Spooner: 70,896 shares, 127,609 shares, and another 70,896 shares. Each line represents a separate award of common stock–denominated restricted stock units that resulted from converting earlier Medtronic equity incentives into MiniMed equity.

When do Chad Spooner’s new MiniMed (MMED) restricted stock units vest?

One RSU grant vests on April 28, 2028. A second grant vests in three equal installments on July 28, 2026, July 28, 2027 and July 28, 2028. The third grant vests on July 28, 2028, aligning Spooner’s compensation with MiniMed’s longer-term performance horizon.

How are Chad Spooner’s MiniMed (MMED) RSU grants connected to the Medtronic separation?

These MMED RSUs arise from converting Medtronic restricted stock and performance share awards following MiniMed’s separation from Medtronic, effective March 9, 2026. The conversion terms were set in an Employee Matters Agreement between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc.

Were Chad Spooner’s MiniMed (MMED) RSU grants open-market share purchases or sales?

No. The Form 4 reports the RSU grants with code “A” and a transaction price of $0.00 per share. They represent compensation-related awards and equity conversion, not open-market buying or selling of MiniMed common stock by the executive.

Under what plan were Chad Spooner’s new MiniMed (MMED) RSUs granted?

The MMED RSUs were granted under the 2026 MiniMed Group, Inc. Long Term Incentive Plan. Footnotes explain that each award results from converting existing Medtronic equity incentives into MiniMed-denominated RSUs in connection with the company’s post-separation compensation framework.
MINIMED GROUP INC

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