01—Abstract
Summary
Summary of the 8-K filed September 1, 2026. Cited figures are marked; the original filing is the authoritative source.
ResMed Inc. disclosed in this Form 8-K, dated September 1, 2026, that on August 31, 2026 it entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase $450.0 milliona of its common stock.
The repurchase is being made under a share repurchase authorization for an aggregate of 20,000,000 shares approved by the board of directors in February 2014. The company intends to fund the transaction with proceeds from the sale of its MatrixCare business and cash on hand. Under the agreement, ResMed will pay Citibank $450.0 millionb on September 3, 2026, and expects to receive on the same day an initial delivery of shares equal to 80% of $450.0 million divided by the closing price on September 2, 2026.
The final share count will be based on the average daily volume weighted average price of the common stock over the term of the agreement, less a discount and subject to adjustments. At settlement, Citibank may deliver additional shares, or in certain circumstances ResMed may deliver shares or make a cash payment at its election.
Final settlement is scheduled for December 2026, though Citibank may elect to complete it earlier. The filing states that this ASR transaction was contemplated in the fiscal year 2027 guidance the company issued during its Q4 FY26 earnings call on August 6, 2026.
02—Key points
Key Highlights
- ResMed entered into an accelerated share repurchase agreement with Citibank, N.A. on August 31, 2026 to repurchase $450.0 million of common stock.
- The repurchase is made under a board-approved authorization from February 2014 covering an aggregate of 20,000,000 shares of common stock.
- The company intends to fund the ASR with proceeds from the sale of its MatrixCare business and cash on hand.
- ResMed will pay $450.0 million to Citibank on September 3, 2026 and expects an initial share delivery equal to 80% of the notional amount divided by the September 2, 2026 closing price.
- The final number of shares repurchased will be based on the average daily VWAP over the agreement term, less a discount and subject to potential adjustments.
- Final settlement is scheduled for December 2026, but Citibank may elect to settle earlier under the agreement's terms.
- The transaction was contemplated in fiscal year 2027 guidance issued on the Q4 FY26 earnings call on August 6, 2026.
03—Questions
Frequently Asked Questions
How large is the share repurchase and how is it being funded?
The accelerated share repurchase covers $450.0 million of common stock. ResMed intends to fund it with proceeds from the sale of its MatrixCare business and cash on hand.
When does ResMed pay and receive shares under the agreement?
ResMed will make the $450.0 million payment to Citibank on September 3, 2026, and expects to receive an initial share delivery on the same day equal to 80% of $450.0 million divided by the September 2, 2026 closing price.
How will the final number of shares be determined?
The final share count will be based on the average of the daily volume weighted average price of the common stock during the agreement's term, less a discount and subject to potential adjustments. At settlement, Citibank may deliver additional shares, or in certain circumstances ResMed may deliver shares or pay cash at its election.
When is the transaction expected to be completed?
Final settlement is scheduled for December 2026, but it may be completed earlier at Citibank's election in accordance with the agreement's terms.
Was this buyback part of prior guidance?
Yes. The filing states that the ASR transaction was contemplated in the fiscal year 2027 guidance issued during the Q4 FY26 earnings call on August 6, 2026.
04—Continue