8-KOther EventsExhibits & Filings

Medtronic plc 8-K Report, Corporate Update (Sep 17, 2026)

Filed September 17, 2026For Securities:MDT

Summary

Medtronic plc (MDT) filed an 8-K on September 17, 2026, to provide an important correction to its previously filed Prospectus related to the ongoing offer to exchange outstanding Medtronic ordinary shares for newly issued common stock of its subsidiary, MiniMed Group, Inc. The primary purpose of this filing is to correct a typographical error concerning the expiration time of the guaranteed delivery procedures for tendering Medtronic shares in the exchange offer. This correction clarifies that the period for guaranteed delivery expires at 5:00 p.m. New York City time on the second NYSE trading day after the notice of guaranteed delivery is executed, rather than midnight as initially stated. This amendment ensures accurate communication to investors participating in the exchange offer, which allows them to tender Medtronic ordinary shares for up to 225,361,295 shares of MiniMed common stock. While the core terms of the exchange offer remain unchanged, this clarification is crucial for potential participants to properly execute their tender decisions within the specified timelines. Investors are strongly encouraged to review the corrected Prospectus and other relevant filings for complete details and to make informed decisions.

Key Highlights

  • 1Medtronic is correcting a typographical error in the Prospectus regarding the guaranteed delivery procedures for its exchange offer.
  • 2The exchange offer allows Medtronic shareholders to tender ordinary shares for up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock.
  • 3The correction clarifies that the guaranteed delivery period for tenders expires at 5:00 p.m. New York City time on the second NYSE trading day after the notice of guaranteed delivery execution.
  • 4The previous Prospectus incorrectly stated the expiration of the guaranteed delivery period as midnight on the second NYSE trading day.
  • 5This 8-K filing is intended to correct the Prospectus to ensure clarity and accuracy for tendering shareholders.
  • 6Medtronic may accept an additional 2% of outstanding shares if the exchange offer is oversubscribed, representing its remaining interest in MiniMed.
  • 7Investors are urged to read the corrected Prospectus, Registration Statement on Form S-4, and Schedule TO for complete information.

Frequently Asked Questions

The main purpose of this 8-K filing is to correct a typographical error in the Prospectus for the exchange offer. Specifically, it clarifies the exact expiration time for the guaranteed delivery procedures when tendering Medtronic ordinary shares for MiniMed common stock.

The correction changes the expiration time for the guaranteed delivery period. Previously stated as midnight, the new expiration time is 5:00 p.m. New York City time on the second NYSE trading day after the notice of guaranteed delivery is executed. This provides a clearer and earlier deadline for shareholders using this procedure.

The exchange offer allows Medtronic shareholders to exchange their outstanding Medtronic ordinary shares for newly issued shares of common stock of MiniMed Group, Inc., a subsidiary. The offer is for up to 225,361,295 shares of MiniMed common stock. Medtronic may also accept additional shares, not exceeding 2% of its outstanding ordinary shares, if the offer is oversubscribed.

Investors can find more detailed information in the corrected Prospectus, the Registration Statement on Form S-4, and the Schedule TO, all filed with the SEC. These documents contain important information about the exchange offer. Medtronic has also retained D.F. King & Co., Inc. as the information agent, who can be contacted for questions and to obtain copies of these documents.