ResMed launches $450M accelerated share buyback

ResMed Inc. (RMD) announced that it entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase $450.0 million of its common stock.

Rhea-AI Filing Summary

ResMed Inc. (RMD) announced that it entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase $450.0 million of its common stock. The ASR is conducted under a board-approved repurchase authorization for 20,000,000 shares of common stock originally approved in February 2014.

ResMed intends to fund the ASR using proceeds from the sale of its MatrixCare business and cash on hand. On September 3, 2026, ResMed will pay Citibank $450.0 million and expects an initial delivery of shares equal to 80% of $450.0 million divided by the closing price of its common stock on September 2, 2026. The final number of shares repurchased will be determined based on the average daily volume weighted average price of the stock during the ASR term, less a discount and subject to adjustments. Final settlement is scheduled for December 2026, although Citibank may elect to complete it earlier under the agreement’s terms.

Positive

• $450.0 million accelerated share repurchase agreement announced under an existing 20,000,000‑share authorization, signaling a significant capital return program.
• ASR is expected to be funded with proceeds from the sale of the MatrixCare business and cash on hand, avoiding disclosure of new external financing for this repurchase.

Negative

• None.

Filing Explained

ResMed has agreed to spend $450.0 million on an accelerated share repurchase, committing cash to acquire its common stock rather than issuing new shares; the initial share delivery is scheduled for September 3, 2026, with final settlement scheduled for December 2026.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Accelerated share repurchase size: $450.0 million Repurchase authorization: 20,000,000 shares Initial ASR share delivery percentage: 80% +2 more

5 metrics

Accelerated share repurchase size $450.0 million Amount of ResMed common stock to be repurchased under the ASR Agreement

Repurchase authorization 20,000,000 shares Aggregate number of common shares authorized for repurchase by the board in February 2014

Initial ASR share delivery percentage 80% Portion of $450.0 million divided by the September 2, 2026 closing price to be initially delivered

Payment date to Citibank September 3, 2026 Scheduled date ResMed will pay $450.0 million to Citibank under the ASR Agreement

ASR final settlement timing December 2026 Scheduled final settlement period for the ASR, subject to earlier completion at Citibank’s election

Key Terms

accelerated share repurchase, repurchase authorization, volume weighted average price, discount

4 terms

accelerated share repurchase financial

"entered into an accelerated share repurchase agreement (the “ASR Agreement”)"

An accelerated share repurchase is a deal where a company hires a bank to buy back a large block of its own stock immediately on the open market, with the bank later settling the exact number of shares over time. For investors it matters because the immediate reduction in shares outstanding can raise per‑share earnings and often supports the stock price, but it also uses company cash or borrowing and can change liquidity and future growth funding.

repurchase authorization financial

"under a repurchase authorization for an aggregate of 20,000,000 shares"

A repurchase authorization is a company's official permission to buy back its own shares from the stock market. It matters because it shows the company plans to reduce the number of shares available, which can increase the value of the remaining shares and signal confidence in its future.

volume weighted average price financial

"based on the average of the daily volume weighted average price of Common Stock"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

discount financial

"based on the average of the daily volume weighted average price ... less a discount"

A discount is when a security or fund is selling for less than a basic benchmark value — for example the value of the assets behind it, its original face value, or its recent market price. For investors this matters because a discount can be an opportunity to buy cheaper than what you might expect to be the asset’s worth, but it can also signal underlying problems or lower future returns, much like buying a product below sticker price that may come with hidden issues.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ResMed Inc. (RMD) announce in this 8-K?

ResMed Inc. entered into an accelerated share repurchase agreement with Citibank, N.A. to repurchase $450.0 million of its common stock under an existing 20,000,000‑share repurchase authorization approved in February 2014.

How large is ResMed’s (RMD) accelerated share repurchase program?

The accelerated share repurchase has a size of $450.0 million of ResMed common stock. It is being executed under a broader board authorization allowing repurchases of up to 20,000,000 shares of common stock.

How will ResMed (RMD) fund the $450 million accelerated share repurchase?

ResMed intends to fund the $450.0 million accelerated share repurchase with the proceeds from the sale of its MatrixCare business and its cash on hand, according to the disclosure.

When does ResMed (RMD) expect to pay for and initially receive shares under the ASR?

ResMed will pay Citibank $450.0 million on September 3, 2026 and expects an initial delivery of shares that same day, equal to 80% of $450.0 million divided by the closing stock price on September 2, 2026.

How will the final number of shares repurchased by ResMed (RMD) be determined?

The final number of shares will be based on the average daily volume weighted average price of ResMed’s common stock over the ASR term, less a discount and subject to adjustments specified in the ASR Agreement.

When is the accelerated share repurchase for ResMed (RMD) scheduled to settle?

Final settlement of the ASR is scheduled for December 2026, though Citibank may choose to complete the transaction earlier in accordance with the terms of the ASR Agreement.

Could ResMed (RMD) owe additional cash or shares to Citibank under the ASR?

At settlement, Citibank may need to deliver additional shares to ResMed, or under certain conditions, ResMed may need to deliver shares or make a cash payment, at its election, to Citibank, depending on the final ASR pricing formula.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 04:31 PM EDT Accepted by SEC EDGAR 09/01/2026 - 04:30 PM EDT Learn about SEC filing dates

RESMED INC US false 0000943819 0000943819 2026-08-31 2026-08-31

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 31, 2026

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15317		98-0152841
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9001 Spectrum Center Blvd.

San Diego, California 92123

(Address of Principal Executive Offices)

(858) 836-5000

(Registrant’s telephone number, including area code)

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(s)		Name of each exchange on which registered
Common Stock, $0.004 par value		RMD		NYSE

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 8.01. Other Events.

On August 31, 2026, ResMed Inc. (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (“Citibank”) to repurchase $450.0 million of the Company’s shares of common stock, par value $0.004 per share (“Common Stock”). The Company is conducting the accelerated share repurchase under a repurchase authorization for an aggregate of 20,000,000 shares of Common Stock approved by its board of directors in February 2014. The Company intends to fund the accelerated share repurchase with the proceeds from the sale of its MatrixCare business and cash on hand. This ASR transaction was contemplated in the guidance we issued for fiscal year 2027 during our Q4 FY26 earnings call on August 6, 2026.

Pursuant to the ASR Agreement, the Company will make a payment of $450.0 million to Citibank on September 3, 2026 and expects to receive on the same day an initial delivery from Citibank of a number of shares of Common Stock equal to 80% of $450.0 million divided by the closing price of the Common Stock on September 2, 2026. The final number of shares of Common Stock to be repurchased by the Company under the ASR Agreement will be based on the average of the daily volume weighted average price of Common Stock during the term of the ASR Agreement, less a discount and subject to potential adjustments pursuant to the terms of the ASR Agreement. At settlement, Citibank may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to Citibank. Final settlement of the transaction under the ASR Agreement is scheduled to occur in December 2026, but may be completed earlier at the election of Citibank in accordance with the terms of the ASR Agreement.

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

Date: September 1, 2026				ResMed Inc.
				(registrant)
				By:		/s/ Michael J. Rider
				Name:		Michael J. Rider
				Its:		Global General Counsel

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
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