Published
# Medtronic plc (MDT) — Recent Events ## 8-K exhibits that contain financial statements - **8-K accession 0001613103-25-000078** (filed May 21, 2025) — Exhibit 99.1 furnishes Medtronic's fourth-quarter and full fiscal-year 2025 earnings release, including condensed consolidated statements of income and cash flows for the quarter and year ended April 25, 2025. - **8-K accession 0001613103-25-000141** (filed August 19, 2025) — Exhibit 99.1 furnishes the first-quarter fiscal 2026 earnings release (quarter ended July 25, 2025), with condensed consolidated statements of income and cash flows. - **8-K accession 0001628280-25-052771** (filed November 18, 2025) — Exhibit 99.1 furnishes the second-quarter fiscal 2026 earnings release (quarter ended October 24, 2025), with condensed consolidated statements of income and cash flows. - **8-K accession 0001628280-26-008300** (filed February 17, 2026) — Exhibit 99.1 furnishes the third-quarter fiscal 2026 earnings release (quarter ended January 23, 2026), with condensed consolidated statements of income and cash flows. - **8-K accession 0001628280-26-040034** (filed June 3, 2026) — Exhibit 99.1 furnishes the fourth-quarter and full fiscal-year 2026 earnings release (year ended April 24, 2026), with condensed consolidated statements of income and cash flows. - **8-K accession 0001628280-26-059697** (filed September 1, 2026) — Exhibit 99.1 furnishes the first-quarter fiscal 2027 earnings release (quarter ended July 31, 2026, i.e., the period immediately following fiscal 2026), with condensed consolidated statements of income and cash flows. ## Earnings and guidance - **May 21, 2025 — Q4/FY25 results.** Revenue of $8.927 billion in Q4 (up 3.9% reported, 5.4% organic) and $33.537 billion for FY25 (up 3.6% reported, 4.9% organic). FY25 GAAP diluted EPS of $3.61; non-GAAP diluted EPS of $5.49. The board raised the quarterly dividend to $0.71 per share ($2.84 annualized), the 48th consecutive annual increase. (Accession 0001613103-25-000078) - **August 19, 2025 — Q1 FY26 results.** Revenue of $8.578 billion, up 8.4% reported and 4.8% organic. GAAP diluted EPS of $0.81; non-GAAP diluted EPS of $1.26. The company raised FY26 non-GAAP EPS guidance to $5.60–$5.66 and reiterated ~5% organic revenue growth guidance. (Accession 0001613103-25-000141) - **November 18, 2025 — Q2 FY26 results.** Revenue of $8.961 billion, up 6.6% reported and 5.5% organic. GAAP diluted EPS of $1.07; non-GAAP diluted EPS of $1.36. The company raised FY26 guidance to ~5.5% organic revenue growth and non-GAAP EPS of $5.62–$5.66. (Accession 0001628280-25-052771) - **February 17, 2026 — Q3 FY26 results.** Revenue of $9.017 billion, up 8.7% reported and 6.0% organic. GAAP diluted EPS of $0.89; non-GAAP diluted EPS of $1.36. The company reiterated FY26 guidance of ~5.5% organic revenue growth and non-GAAP EPS of $5.62–$5.66. (Accession 0001628280-26-008300) - **March 24, 2026 — FY26 guidance cut.** Medtronic lowered its FY26 non-GAAP EPS guidance to $5.50–$5.54 (from $5.62–$5.66), citing a one-time $157 million charge related to future royalty/milestone payments owed to Blackstone Life Sciences under a research-funding agreement tied to FDA clearance of the MiniMed Flex insulin pump, plus dilution from the March 9, 2026 initial public offering of 10% of MiniMed Group, Inc. (Medtronic's diabetes subsidiary). FY27 guidance of high-single-digit EPS growth was left unchanged. (Accession 0001613103-26-000005) - **June 3, 2026 — Q4/FY26 results.** Q4 revenue of $9.807 billion, up 9.9% reported and 6.6% organic. FY26 revenue of $36.364 billion, up 8.4% reported and 5.8% organic — the company's highest annual revenue growth in ten years. FY26 GAAP diluted EPS of $3.73; non-GAAP diluted EPS of $5.53. FY26 cash from operations of $7.330 billion; free cash flow of $5.426 billion. The board raised the quarterly dividend to $0.72 per share ($2.88 annualized), the 49th consecutive annual increase, payable July 17, 2026. The company guided FY27 to 6.75%–7.25% organic revenue growth and non-GAAP EPS of $5.90–$6.00. (Accession 0001628280-26-040034) - **September 1, 2026 — Q1 FY27 results (period after fiscal 2026).** Revenue of $9.756 billion, up 13.7% reported and organic. GAAP diluted EPS of $1.14; non-GAAP diluted EPS of $1.45. The company raised FY27 guidance to 7.25%–7.75% organic revenue growth and non-GAAP EPS of $5.94–$6.00. (Accession 0001628280-26-059697) ## Diabetes business separation - **May 21, 2025.** Medtronic announced its intent to separate its Diabetes business into a new standalone public company, targeting completion within 18 months. The company's stated preferred path was an initial public offering (IPO) followed by a split-off; the release stated a final structure had not been decided. The Diabetes business represented about 8% of Medtronic's FY25 revenue and 4% of segment operating profit. (Accession 0001613103-25-000078, Exhibit 99.2) - **March 9, 2026.** As disclosed in the March 24, 2026 8-K, the initial public offering of 10% of MiniMed Group, Inc. (the diabetes subsidiary) closed on March 9, 2026, resulting in dilution to Medtronic shareholders of roughly $0.02 per share per month for the balance of the March–April 2026 quarter (an aggregate $0.04 per share impact in Q4 FY26). MiniMed also recognized a one-time $157 million charge (an $0.08 per-share impact to Medtronic, based on its 90% ownership) tied to a research-funding agreement with Blackstone Life Sciences. (Accession 0001613103-26-000005) - As of the June 3, 2026 and September 1, 2026 earnings releases, Medtronic continued to describe the separation as in progress via "a series of capital markets transactions, which may include a spin-off, split-off, offering, or combination thereof," with a split-off (or offering-and-split-off) still termed the company's "current preferred" structure but with "a final decision" not yet reached. (Accessions 0001628280-26-040034, 0001628280-26-059697) ## M&A and portfolio activity - **February 17, 2026 (Q3 FY26).** Medtronic reported executing "two key transactions in the quarter: CathWorks in Coronary and Renal Denervation and Anteris in Structural Heart." The release did not specify whether these were acquisitions, investments, or partnerships. (Accession 0001628280-26-008300) - **June 3, 2026 (Q4 FY26).** Medtronic said it had **completed** the CathWorks acquisition (Coronary and Renal Denervation) and had **announced its intention to acquire** both Scientia Vascular (Neurovascular) and SPR Therapeutics, Inc. (Neuromodulation) in May 2026. It also disclosed agreements with Merit Medical Systems to offer the ViaVerte system in Neuromodulation, and an investment in Pulnovo Medical in Cardiovascular. Notably, this release's M&A summary did not name Anteris, so its Q3 status (investment versus acquisition) is not clarified in any subsequent filing. (Accession 0001628280-26-040034) - **September 1, 2026 (Q1 FY27, period after fiscal 2026).** Medtronic reported that it had **completed** the acquisitions of Scientia Vascular (closed June 12, 2026) and SPR Therapeutics, Inc. (closed July 16, 2026), and announced a strategic investment in Pi-Cardia (leaflet modification technology) and a strategic partnership with Cornerstone Robotics. (Accession 0001628280-26-059697) ## Capital actions — debt issuance and redemption - **September 15, 2025.** Medtronic, Inc. (an indirect subsidiary) and Medtronic plc entered into an underwriting agreement to issue €750 million of 2.950% Senior Notes due 2030 and €750 million of 4.200% Senior Notes due 2045. The company also gave notice that it would redeem all €500 million of its outstanding 2.625% Senior Notes due 2025 on September 29, 2025. (Accession 0001193125-25-205061) - **September 29, 2025.** The €1.5 billion note offering (2030s and 2045s) closed, and Medtronic Global Holdings S.C.A. redeemed all €500 million of its 2.625% Senior Notes due 2025 at par plus accrued interest. Net proceeds were earmarked to repay the redeemed notes and the company's 0.000% Senior Notes due 2025. (Accession 0001193125-25-221819) ## Corporate governance - **October 16, 2025 — Annual General Meeting.** Shareholders elected all twelve director nominees, ratified PricewaterhouseCoopers LLP as auditor, approved (advisory) executive compensation, renewed share-issuance and pre-emption authorities, and approved amendments to the Memorandum and Articles of Association, including changes to Article 177 (facilitating capitalization of non-distributable reserves) and to advance-notice provisions, all effective October 16, 2025. (Accession 0001628280-25-045695) ## Management changes - **March 12, 2025 (filed March 17, 2025).** Jennifer M. Kirk, Global Controller and Principal Accounting Officer, resigned effective May 2, 2025. Denise L. Blomquist, previously Assistant Global Controller, succeeded her effective March 17, 2025. (Accession 0001613103-25-000034) - **May 21, 2025.** Sean Salmon, EVP and President, Cardiovascular Portfolio, departed the role; Skip Kiil, previously SVP and President of Cranial and Spinal Technologies, was promoted to EVP and President, Cardiovascular Portfolio, effective immediately. (Accession 0001613103-25-000078) - **June 18, 2025.** The board expanded from 10 to 11 members with the appointment of Dr. Joon S. Lee (CEO, Emory Healthcare) as an independent director. (Accession 0001613103-25-000094) - **August 18, 2025.** The board expanded from 11 to 13 members with the appointment of John Groetelaars and William Jellison as independent directors, effective August 19, 2025. (Accession 0001613103-25-000141) - **November 1, 2025.** Gregory L. Smith, EVP, Enterprise Operations, notified the company of his retirement effective December 2, 2025, to join a private-equity-held organization. (Accession 0001628280-25-048375) - **May 18, 2026.** Brett Wall departed as EVP and President, Neuroscience Portfolio; Dr. Kweli Thompson, previously SVP and President, Cardiac Rhythm Management, assumed the Neuroscience Portfolio role effective June 1, 2026. Mr. Wall remained employed through September 1, 2026 to assist the transition. (Accession 0001628280-26-035959) ## Cybersecurity - **April 24, 2026.** Medtronic disclosed that an unauthorized third party had accessed data in certain of its corporate information-technology systems. The company said it had found no impact to products, patient safety, manufacturing/distribution operations, or financial-reporting systems, and did not expect a material impact on its business or financial results; the company's product and manufacturing networks are stated to be separate from the corporate IT network affected. (Accession 0001628280-26-027272) ## Open questions Medtronic has not disclosed a completed acquisition of Anteris: the third-quarter fiscal 2026 release names an Anteris transaction without characterizing it, and the fourth-quarter M&A summary omits it. Medtronic has also not disclosed a final decision on the structure (spin-off vs. split-off vs. offering) of the Diabetes/MiniMed separation as of the September 1, 2026 filing — the company continues to describe this as unresolved.