Medtronic (MDT) 10-K risk factor changes: FY2025 vs FY2024

[removed: Development by other companies of new or improved products, processes, technologies, or the] introduction of reprocessed products or generic versions when our proprietary products lose their patent protection may make our existing or planned products less competitive.

Competition may increase as additional companies enter our markets or modify their existing products to compete [added: more] directly with ours.

In order to continue to compete effectively, we must continue to create, invest in or acquire advanced technology, incorporate this technology into our proprietary products, obtain regulatory approvals in a timely manner, and [added: successfully] manufacture and [removed: successfully] market our products.

We have generally been able to obtain adequate supplies of such raw materials, components and services, although global shortages of certain components such as semiconductors and resins have [removed: recently] [added: previously] caused, and may in the future cause, disruptions to our product manufacturing supply chain.

Furthermore, the prices of commodities and other materials used in our products, which are often volatile and outside of our control, [removed: could adversely impact our supply.][added: and may be subject to]

For example, in the past we [removed: have experienced a global information technology systems interruption that affected our customer ordering, distribution, and manufacturing processes, and we] were adversely impacted by the global COVID-19 pandemic, and may in the future be adversely impacted by [removed: COVID-19 resurgence or] other pandemics and the related responses of governments and of our partners, including suppliers, manufacturers, distributors and other businesses.

[added: If an event occurs that causes damage to] or closure of one or more of such facilities, [removed: such as the Illinois Environmental Protection Agency's decision to close a supplier's sterilization facility in February 2019,] we may be unable to manufacture or sterilize relevant products to the required quality specifications or at all.

Our global operations and interactions with healthcare systems, providers and patients around the world expose us to risks associated with public health crises, including epidemics and [removed: pandemics such as COVID-19.][added: pandemics.]

Investments and investment collaborations in and with medical technology companies [added: and third-party funding sources] are inherently risky, and we cannot guarantee that any of our previous or future investments or investment collaborations will be successful or will not materially adversely affect our business, results of operations, financial condition, and cash flows.

[removed: At the time we may incur such additional] indebtedness, [removed: or refinance or restructure existing indebtedness,] we may be unable to obtain capital market financing with similar terms and currency denomination to our existing indebtedness, or at all, which could have a material adverse effect on our business and results of operations.

Our integration of the operations of acquired businesses, or a divestiture of part of our existing businesses, [added: including our recently announced intention to separate our Diabetes business from the Company,] requires significant efforts, including the coordination of information technologies, research and development, sales and marketing, operations, manufacturing, and finance.

These efforts result in additional expenses and involve [added: significant amounts of management’s time that cannot then be dedicated to other projects.]

In addition, the potential exists that expected strategic benefits from any planned or completed divestiture, [added: including our recently announced intention to separate our Diabetes business from the Company,] or third-party funding arrangement, by the Company may not be realized or may take longer to realize than expected, and there can be no assurance that disputes will not arise under the Company's third-party funding arrangements, or transition [removed: service] [added: service, or other] agreements that have or may be executed as part of a divestiture.

As a part of the regulatory process of obtaining marketing clearance for new products and new indications for existing products, we conduct and participate in numerous clinical trials [added: or delays] with a variety of study designs, patient populations, and trial endpoints.

Unfavorable clinical data from existing or future clinical trials [added: or delays by regulators in approving or authorizing reimbursement for new products] may adversely impact [added: (a)] our ability to obtain product approvals, [added: (b)] our position in, and share of, the markets in which we participate, and [added: (c)] our business, results of operations, financial condition, and cash flows.

For instance, many of our facilities and [removed: procedures] [added: procedures,] and those of our [removed: suppliers] [added: suppliers,] are [removed: also] subject to periodic inspections by the U.S. FDA to assess compliance with applicable regulations.

The results of these inspections can include, and have in the past included, [removed: inspectional] observations on the U.S. FDA’s Form 483, warning letters, or other forms of enforcement, such as a consent decree.

If the U.S. FDA were to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical products are ineffective or pose an unreasonable health risk, the U.S. FDA could detain or seize [added: what it believes to be] adulterated or misbranded medical products, order a recall, repair, replacement, or refund of such products, refuse to grant pending pre-market approval applications or require certificates of non-U.S. governments for exports, and/or require us to notify health professionals and others that the devices present unreasonable risks of substantial harm to the public health, and in certain rare circumstances, ban medical devices.

The U.S. FDA and other non-U.S. government agencies may also assess civil or criminal penalties against us, our officers or employees and impose operating [added: restrictions on a company-wide basis.]

In the E.U, for example, the Medical Device Regulation [removed: which became effective in May 2021] [added: (EU MDR)] includes significant additional pre-market and post-market requirements.

In addition, many of our products are often used in intensive care settings with seriously ill [removed: patients] [added: patients,] and some of the medical devices we manufacture and sell are designed to be implanted in the human body for long periods of time or indefinitely.

Due to the strong name recognition of the Medtronic brand, a material adverse event involving one of our products could result in diminished market acceptance and demand for all products within that [removed: brand,] [added: brand] and could harm our reputation and ability to market products in the future.

If we fall short of these standards and our products are the subject of recalls or safety alerts, our reputation could be damaged, we could lose [removed: customers] [added: customers,] and our revenue and results of operations could decline.

Any of the foregoing problems, including future product liability claims or [added: lawsuits, brought either individually or in the aggregate, or] recalls, regardless of their ultimate outcome, could harm our reputation and have a material adverse effect on our business, results of operations, financial condition, and cash flows.

The ability of our customers to obtain appropriate reimbursement for products and services from third-party payors is critical because it affects which products customers purchase and the [removed: prices] [added: prices,] they are willing to pay.

[added: In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are] subject to the Physician Payments Sunshine [removed: Act,] [added: Act (Open Payments),] which requires us to annually report certain payments and other transfers of value we make to U.S. licensed physicians, certain allied health professionals, and U.S. teaching hospitals.

We [removed: are] also [added: are] subject to risks relating to changes in government and private medical reimbursement programs and policies, and changes in legal regulatory requirements in the U.S. and around the world.

While we intend to defend against any threats to our intellectual property, our patents, trademarks, tradenames, copyrights, trade secrets or agreements (such as [removed: employee, non-disclosure] [added: employee] and [removed: non-competition] [added: non-disclosure] agreements) may not adequately protect our intellectual property.

[removed: Competitors also may] harm our sales by designing products that substantially mirror the capabilities of our products or technology without infringing our intellectual property rights.

Our worldwide operations [removed: mean that we are] subject [added: us] to laws and [removed: regulations,] [added: regulations in many jurisdictions,] including data protection and cybersecurity laws and [removed: regulations, in many jurisdictions.][added: regulations.]

Consequences include, but are not limited to, patients or employees being exposed to financial or medical identity theft or suffering a loss of product functionality, losing existing customers or [removed: have] [added: having] difficulty attracting new customers, experiencing difficulty preventing, detecting, and controlling fraud, being exposed to the loss or misuse of confidential information, having disputes with customers, physicians, and other healthcare professionals, suffering regulatory sanctions or penalties under federal laws, state laws, or the laws of other jurisdictions, experiencing increases in operating expenses or an impairment in our ability to conduct our operations, incurring expenses or losing revenues as a result of a data privacy breach, product failure, information technology outages or disruptions, or suffering other adverse consequences including lawsuits or other legal action and damage to our reputation.

The U.S. FCPA, the [added: U.K. Bribery Act, the] Irish Criminal Justice (Corruption Offences) Act 2018, and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business and to ensure adequate internal controls, books, and records.

Our international operations create a risk of unauthorized [added: payments or offers of payments by one of our employees, consultants, sales agents, or distributors.]

We maintain various controls aligned with legal requirements to prevent and prohibit improper practices, including policies, programs, and training for our employees and [removed: third party] [added: third-party] intermediaries acting on our behalf.

These business dealings represent an insignificant amount of our consolidated revenues and [removed: income,] [added: income] but expose us to a heightened risk of violating applicable sanctions regulations.

[removed: We are further subject to numerous laws and regulations concerning, among other things,] chemical constituents in medical products and end-of-life disposal and take-back programs for medical devices.

We are subject to risks related to our [removed: environmental, social and governance (ESG)] [added: sustainability] practices and initiatives.

There is continued focus from our stakeholders, as well as regulatory authorities in the U.S., E.U. and other global jurisdictions in which we operate, on [removed: ESG] [added: sustainability] practices and disclosure.

[added: If we do not succeed in meeting or are perceived as not meeting goals and objectives relating to environmental stewardship, inclusion initiatives, supply chain practices, good corporate governance,] workplace conduct and support for local communities, or if we do not effectively respond to new or revised legal, regulatory or reporting requirements concerning climate [removed: change] [added: change, inclusion,] or other sustainability concerns, we may be subject to regulatory fines and penalties, [added: including potential loss of eligibility as a U.S. government contractor,] our reputation or the reputation of our brands may suffer, we may be unable to attract and retain top talent, and our stock price may be negatively affected.

In addition, enhanced and sometimes conflicting [removed: ESG] [added: sustainability] laws, regulations and expectations in the jurisdictions in which we do business may increase compliance burdens and costs for third parties throughout our global supply chain, which could cause disruption in the sourcing, manufacturing and distribution of our products and adversely affect our business, financial condition or results of operations.

Development by other companies of new or improved products, processes, technologies, or the

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tariffs, could adversely impact our supply.

At the time we may incur such additional indebtedness, or refinance or restructure existing

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Implementation of the EU MDR was extended to the end of 2027 for high-risk devices and to the end of 2028 for medium- and low- risk devices.

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Competitors also may

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We are further subject to numerous laws and regulations concerning, among other things,

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We are subject to income taxes, as well as non-income-based taxes, in the U.S., Ireland, and the other jurisdictions in which we operate.

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benefits being recognized in the period when we determine the liabilities are no longer necessary.

Oral argument for the Appeal occurred in May 2025.

Accordingly, at our 2024 Annual General Meeting, our Shareholders authorized our Board of Directors to

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Changes in the international trade policy of the U.S. and other countries, including increased trade restrictions or tariffs, have the potential to adversely impact Medtronic.

In addition, the tariffs imposed by the United States on many jurisdictions, including Mexico, Canada, the E.U. and other countries and regions in which we do business, increase uncertainties and associated risks on our global operations.

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negotiate price concessions.

If an event occurs that causes damage to

significant amounts of management’s time that cannot then be dedicated to other projects.

restrictions on a company-wide basis.

In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are

payments or offers of payments by one of our employees, consultants, sales agents, or distributors.

If we do not succeed in meeting or are perceived as not meeting, stated goals and objectives, in any number of ESG matters, such as environmental stewardship, ID&E initiatives, supply chain practices, good corporate governance,

We continue to evaluate the impacts of the enacted Pillar Two legislation.

Although we have been able to mitigate some of the impact on Medtronic from increased duties imposed by both sides (through petitioning both governments for

tariff exclusions and other mitigations), the risk remains of additional tariffs and other kinds of restrictions.

Tariff exclusions awarded to Medtronic by the U.S. Government require periodic renewal, and policies for granting exclusions could shift.

concentrated purchasing decisions for some customers, which has led to downward pricing pressure for medical device companies, including us.

The discussion focuses on our financial results for the fiscal year ended April [removed: 26, 2024] [added: 25, 2025] (fiscal year [removed: 2024)] [added: 2025)] and the fiscal year ended April [removed: 28, 2023] [added: 26, 2024] (fiscal year [removed: 2023).][added: 2024).]

A discussion on our results of operations for fiscal year [removed: 2023] [added: 2024] as compared to the year ended April [removed: 29, 2022] [added: 28, 2023] (fiscal year [removed: 2022)] [added: 2023)] is included in Part II, Item 7.

"Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended April [removed: 28, 2023,] [added: 26, 2024,] filed with the SEC on June [removed: 22, 2023,] [added: 20, 2024,] and is incorporated by reference into this Form 10-K.

You should read this discussion and analysis along with our consolidated financial statements and related notes thereto at April [removed: 26, 2024] [added: 25, 2025] and April [removed: 28, 2023] [added: 26, 2024] and for fiscal years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] which are presented within "Item 8.

Financial Statements and Supplementary Data" in this Annual Report on Form [removed: 10-K.][added: 10-K for additional information.]

The following is a summary of revenue, diluted earnings per share, and [added: operating] cash flow for fiscal years [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

][added: FY25.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-20250425_g8.jpg)]

The tables below present reconciliations of our Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP for fiscal years [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| Restructuring and associated costs [removed: (1)] [added: (2)] | | | 389 | | | | | | 66 | | | | | | 323 | | | | | | 0.24 | | | | | | 17.0 | | |

| Acquisition and divestiture-related items [removed: (2)] [added: (8)] | | | 777 | | | | | | 113 | | | | | | 664 | | | | | | 0.50 | | | | | | 14.5 | | |

| (Gain)/loss on minority investments [removed: (3)] [added: (4)] | | | 308 | | | | | | 2 | | | | | | 305 | | | | | | 0.23 | | | | | | 0.6 | | |

| Medical device regulations [removed: (4)] [added: (5)] | | | 119 | | | | | | 22 | | | | | | 97 | | | | | | 0.07 | | | | | | 18.5 | | |

| Certain tax adjustments, net [removed: (5)] [added: (9)] | | | — | | | | | | (299) | | | | | | 299 | | | | | | 0.22 | | | | | | — | | |

| | | | Fiscal year ended April [removed: 28, 2023] [added: 25, 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Restructuring and associated costs [removed: (1)] [added: (2)] | | | [removed: 647] [added: 303] | | | | | | [removed: 139] [added: 65] | | | | | | [removed: 507] [added: 238] | | | | | | [removed: 0.38] [added: 0.18] | | | | | | 21.5 | | |

| (Gain)/loss on minority investments [removed: (3)] [added: (4)] | | | [removed: (33)] [added: 213] | | | | | | [removed: 2] [added: 26] | | | | | | [removed: (29)] [added: 185] | | | | | | [removed: (0.02)] [added: 0.14] | | | | | | [removed: (6.1)] [added: 12.2] | | |

| Certain tax adjustments, net [removed: (9)] [added: (7)] | | | — | | | | | | [removed: (910)] [added: (62)] | | | | | | [removed: 910] [added: 62] | | | | | | [removed: 0.68] [added: 0.05] | | | | | | — | | |

[removed: (1)Associated] [added: (2)Associated] costs [added: primarily] include [removed: costs incurred as a direct result of the restructuring program, such as] salaries [added: and wages] for employees supporting the [removed: program,] [added: restructuring activities,] consulting expenses, [removed: and] asset [removed: write-offs.][added: write-offs, and for the fiscal year ended April 25, 2025, contract terminations.]

[removed: (2)The] [added: (8)The] charges predominantly include $439 million of charges related to the February [removed: 20,] 2024 decision to exit the Company's ventilator product line, which primarily includes long-lived intangible asset impairments and inventory write-downs.

In addition, other charges primarily consist of changes in fair value of contingent consideration and associated costs related to the previously contemplated separation of the [removed: PMRI] [added: Patient Monitoring and Respiratory Interventions] businesses.

[removed: (3)We] [added: (4)We] exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

[removed: (4)The] [added: (5)The] charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

[removed: (5)The] [added: (9)The] net charge primarily relates to an income tax reserve adjustment associated with the June 2023, Israeli Central-Lod District Court decision and the establishment of a valuation allowance against certain net operating losses which were partially offset by a benefit from the change in a Swiss Cantonal tax rate associated with previously established deferred tax assets from intercompany intellectual property transactions and the step up in tax basis for Swiss Cantonal purposes.

| (in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net cash provided by operating activities | | | $ | [removed: 6,787] [added: 7,044] | | | | | $ | [removed: 6,039] [added: 6,787] | |

| Additions to property, plant, and equipment | | | [removed: (1,587)] [added: (1,859)] | | | | | | [removed: (1,459)] [added: (1,587)] | | |

| Free cash flow | | | $ | [removed: 5,200] [added: 5,185] | | | | | $ | [removed: 4,580] [added: 5,200] | |

[removed: Refer] [added: For more information on credit arrangements, refer] to Note [removed: 19 to] [added: 6 of] the consolidated financial statements [removed: for additional information regarding the Company's new reporting structure.][added: in “Item 8.]

The charts below illustrate the percent of net sales by segment for fiscal years [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

[removed: ][added: ]

The table below includes net sales by segment and division [added: and market geography] for fiscal years [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| (in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Cardiac Rhythm & Heart Failure | | | $ | [removed: 5,995] [added: 6,392] | | | | | $ | [removed: 5,783] [added: 5,995] | | | | | [removed: 4] [added: 7] | | % |

| Structural Heart & Aortic | | | [removed: 3,358] [added: 3,554] | | | | | | [removed: 3,363] [added: 3,358] | | | | | | [removed: —] [added: 6] | | |

| Coronary & Peripheral Vascular | | | [removed: 2,478] [added: 2,535] | | | | | | [removed: 2,375] [added: 2,478] | | | | | | [removed: 4] [added: 2] | | |

| Cardiovascular | | | [removed: 11,831] [added: 12,481] | | | | | | [removed: 11,522] [added: 11,831] | | | | | | [removed: 3] [added: 5] | | |

| Cranial & Spinal Technologies | | | [removed: 4,756] [added: 4,973] | | | | | | [removed: 4,451] [added: 4,756] | | | | | | [removed: 7] [added: 5] | | |

| Specialty Therapies | | | [removed: 2,905] [added: 2,940] | | | | | | [removed: 2,815] [added: 2,905] | | | | | | [removed: 3] [added: 1] | | |

| Neuromodulation | | | [removed: 1,746] [added: 1,932] | | | | | | [removed: 1,693] [added: 1,746] | | | | | | [removed: 3] [added: 11] | | |

| Neuroscience | | | [removed: 9,406] [added: 9,846] | | | | | | [removed: 8,959] [added: 9,406] | | | | | | 5 | | |

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| GAAP | | | $ | 5,628 | | | | | $ | 936 | | | | | $ | 4,662 | | | | | $ | 3.61 | | | | | 16.6 | | % |

| Amortization of intangible assets (1) | | | 1,807 | | | | | | 335 | | | | | | 1,471 | | | | | | 1.14 | | | | | | 18.5 | | |

| Acquisition and divestiture-related items (3) | | | 124 | | | | | | 23 | | | | | | 101 | | | | | | 0.08 | | | | | | 18.5 | | |

| Certain litigation charges, net | | | 317 | | | | | | 68 | | | | | | 249 | | | | | | 0.19 | | | | | | 21.5 | | |

| Medical device regulations (5) | | | 52 | | | | | | 10 | | | | | | 42 | | | | | | 0.03 | | | | | | 19.2 | | |

| Other (6) | | | 90 | | | | | | 20 | | | | | | 70 | | | | | | 0.05 | | | | | | 22.2 | | |

| Non-GAAP | | | $ | 8,533 | | | | | $ | 1,423 | | | | | $ | 7,079 | | | | | $ | 5.49 | | | | | 16.7 | | % |

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(1)The Company recognized $151 million of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Portfolio.

(3)The charges primarily include exit of business-related charges, changes in fair value of contingent consideration, business combination costs, and gains related to certain business or asset sales.

(6)Reflects the recognition of incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

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Macroeconomic Trends

- Recent developments in global trade policy have introduced new uncertainties for our business.

During and subsequent to the reporting period, the U.S., China, and other jurisdictions imposed or proposed additional tariffs on imported goods.

Based on current imposed or proposed rates as of May 21, 2025, we estimate the net tariff impact to be $200 million to $350 million in fiscal year 2026, with the majority recognized in the consolidated statements of income in the second half of the fiscal year.

The lower end of the range assumes that the current U.S. (30%) and China (10%) tariffs persist, while the higher end of the range assumes tariffs revert to higher rates (U.S. 145%, China 125%) after the 90-day pause.

The actual amount could vary based on changes in tariff rates, duration of tariffs, scope of tariffs, and potential countermeasures or mitigation actions.

The impact of the tariffs on the financial results for fiscal year 2025 were not material.

While we are taking proactive steps to mitigate the effects of these tariffs, the evolving nature of international trade policy continues to present a risk to our cost structure and financial performance.

Further escalation or expansion of trade barriers could have a material adverse effect on our results of operations.

Starting in the first quarter of fiscal year 2025, the Company combined the non-U.S. developed markets and the emerging markets into an international market geography.

Prior period net sales have been recast to conform to the new presentation.

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| Other adjustments(2) | | | (90) | | | | | | — | | | | | | 100 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | U.S. | | | | | | | | | | | | | | | | | | International | | | | | | | | | | | | | | |

| Cardiovascular | | | $ | 5,804 | | | | | $ | 5,597 | | | | | 4 | | % | | | | $ | 6,677 | | | | | $ | 6,234 | | | | | 7 | | % |

| Neuroscience | | | 6,713 | | | | | | 6,305 | | | | | | 6 | | | | | | 3,133 | | | | | | 3,101 | | | | | | 1 | | |

| Medical Surgical | | | 3,664 | | | | | | 3,717 | | | | | | (1) | | | | | | 4,744 | | | | | | 4,700 | | | | | | 1 | | |

| Diabetes | | | 923 | | | | | | 852 | | | | | | 8 | | | | | | 1,832 | | | | | | 1,636 | | | | | | 12 | | |

| Reportable segment net sales | | | 17,104 | | | | | | 16,471 | | | | | | 4 | | | | | | 16,386 | | | | | | 15,671 | | | | | | 5 | | |

| Other adjustments(2) | | | — | | | | | | — | | | | | | — | | | | | | (90) | | | | | | — | | | | | | 100 | | |

| Total net sales | | | $ | 17,171 | | | | | $ | 16,562 | | | | | 4 | | % | | | | $ | 16,365 | | | | | $ | 15,802 | | | | | 4 | | % |

(2)Incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

The net sales increase was partially offset by declines in Stapling and a $90 million incremental Italian payback accrual resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

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Cardiac Ablation Solutions experienced strong growth in PulseSelect and Affera Sphere-9 pulsed field ablation with partially offsetting declines in cryoablation.

| GAAP | | | $ | 5,364 | | | | | $ | 1,580 | | | | | $ | 3,758 | | | | | $ | 2.82 | | | | | 29.5 | | % |

| Amortization of intangible assets | | | 1,698 | | | | | | 255 | | | | | | 1,443 | | | | | | 1.08 | | | | | | 15.0 | | |

| Acquisition and divestiture-related items (6) | | | 345 | | | | | | 29 | | | | | | 316 | | | | | | 0.24 | | | | | | 8.4 | | |

| Certain litigation charges (7) | | | (30) | | | | | | (8) | | | | | | (23) | | | | | | (0.02) | | | | | | 26.7 | | |

| Medical device regulations (4) | | | 150 | | | | | | 30 | | | | | | 120 | | | | | | 0.09 | | | | | | 20.0 | | |

| Debt redemption premium and other charges (8) | | | 53 | | | | | | 11 | | | | | | 42 | | | | | | 0.03 | | | | | | 20.8 | | |

| Non-GAAP | | | $ | 8,194 | | | | | $ | 1,128 | | | | | $ | 7,045 | | | | | $ | 5.29 | | | | | 13.8 | | % |

(6)The charges predominantly include non-cash pre-tax impairments, primarily related to goodwill, changes in the carrying value of the disposal group, and other associated costs, as a result of the April 2023 sale of half of the Company's Renal Care Solutions (RCS) business; business combination costs, and associated costs related to the previously contemplated separation of the PMRI businesses.

(7)Certain litigation includes $35 million income related to the one-time payment received as a result of the Intellectual Property Agreement entered into with Edwards Lifesciences in April 2023.

(8)The charges relate to the early redemption of approximately $2.3 billion of debt and were recorded within interest expense, net within the consolidated statements of income.

(9)The charge primarily relates to a $764 million reserve adjustment that was a direct result of the U.S. Tax Court opinion, issued in August 2022, on the previously disclosed litigation regarding the allocation of income between Medtronic, Inc. and its wholly owned subsidiary operating in Puerto Rico.

Additional charges relate to the reduction of deferred tax assets due to the disallowance of certain interest deductions and the change in the reporting currency for certain carryover attributes, and the amortization on previously established deferred tax assets from intercompany intellectual property transactions.

Segment and Division

Prior period revenue has been recast to reflect the new reporting structure.

The activity of the Company's Renal Care Solutions business and the ventilator product line were moved out of Medical Surgical and into the Other line, and the retained PMRI businesses were combined into one business unit called Acute Care & Monitoring in Medical Surgical.

Segment and Market Geography

The table below includes net sales by market geography for each of our segments for fiscal years 2024 and 2023:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | U.S.(1) | | | | | | | | | | | | | | | | | | Non-U.S. Developed Markets(2) | | | | | | | | | | | | | | | | | | Emerging Markets(3) | | | | | | | | | | | | | | |

| Cardiovascular | | | $ | 5,597 | | | | | $ | 5,796 | | | | | (3) | | % | | | | $ | 3,857 | | | | | $ | 3,564 | | | | | 8 | | % | | | | $ | 2,377 | | | | | $ | 2,161 | | | | | 10 | | % |

| Neuroscience | | | 6,305 | | | | | | 6,018 | | | | | | 5 | | | | | | 1,739 | | | | | | 1,658 | | | | | | 5 | | | | | | 1,362 | | | | | | 1,283 | | | | | | 6 | | |

| Medical Surgical | | | 3,717 | | | | | | 3,549 | | | | | | 5 | | | | | | 3,049 | | | | | | 2,917 | | | | | | 5 | | | | | | 1,650 | | | | | | 1,522 | | | | | | 8 | | |

| Diabetes | | | 852 | | | | | | 849 | | | | | | — | | | | | | 1,284 | | | | | | 1,106 | | | | | | 16 | | | | | | 352 | | | | | | 307 | | | | | | 15 | | |

| Reportable segment net sales | | | 16,471 | | | | | | 16,212 | | | | | | 2 | | | | | | 9,929 | | | | | | 9,245 | | | | | | 7 | | | | | | 5,742 | | | | | | 5,273 | | | | | | 9 | | |

| Total net sales | | | $ | 16,562 | | | | | $ | 16,373 | | | | | 1 | | % | | | | $ | 9,979 | | | | | $ | 9,408 | | | | | 6 | | % | | | | $ | 5,823 | | | | | $ | 5,446 | | | | | 7 | | % |

(1)U.S. includes the United States and U.S. territories.

(2)Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.

(3)Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-U.S. developed markets, as defined above.

(4)Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested, which primarily includes the Company's ventilator product line and the Renal Care Solutions business.

The net sales increase was partially offset by a $265 million one-time payment received in the fourth quarter of fiscal year 2023 as a result of an intellectual property agreement, as further discussed in the Cardiovascular net sales section below.

- National and provincial tender pricing for certain products, particularly in China;

Although the implications of this conflict are difficult to predict at this time, the ongoing conflict may increase pressure on the global economy and supply chains, resulting in increased future volatility risk for our business operations and performance.

Net sales were impacted by the $265 million of revenue from a one-time payment received in the fourth quarter of fiscal year 2023 as a result of the intellectual property agreement entered into with Edwards Lifesciences, offset by growth in TAVR, including strong growth in Western Europe and Japan from adoption of Evolut FX TAVR system, and in Cardiac Surgery driven by growth of Perfusion, particularly in the U.S.

The net sales increase was driven by growth from guide catheters, balloons, as well as growth in Vascular Embolization products.

The PulseSelect PFA system received CE Mark in November 2023 was approved by the U.S. FDA in December 2023 and was the first PFA technology to receive U.S. FDA approval.

The Symplicity blood pressure procedure was approved by the U.S. FDA in November 2023.

The net sales increase was driven by growth in ENT.

The net sales increase was driven by growth within Brain Modulation, including growth from the Western European launch of the Percept RC neurostimulator, as well as Pain Stim growth in the U.S.

The net sales increase was primarily driven by strength across both Surgical & Endoscopy and Acute Care & Monitoring.

The gross notional amount of all currency exchange rate derivative instruments outstanding at April [removed: 26, 2024] [added: 25, 2025] and April [removed: 28, 2023] [added: 26, 2024] was [removed: $23.7] [added: $23.6] billion and [removed: $22.0] [added: $23.7] billion, respectively.

At April [removed: 26, 2024,] [added: 25, 2025,] these contracts were in a net unrealized [removed: gain] [added: loss] position of [removed: $593] [added: $68] million.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April [removed: 26, 2024] [added: 25, 2025] and April [removed: 28, 2023] [added: 26, 2024] indicates that, if the U.S. dollar uniformly strengthened/weakened by 10 percent against all currencies, the fair value of these contracts would increase/decrease by approximately [removed: $1.7] [added: $1.6] billion and [removed: $1.6] [added: $1.7] billion, respectively.

Our debt portfolio at April [removed: 26, 2024] [added: 25, 2025] was comprised of debt predominantly denominated in U.S. dollars and Euros, which is primarily fixed rate debt.

A sensitivity analysis of the impact on our interest rate-sensitive financial instruments of a hypothetical 50 basis point change in interest rates, as compared to interest rates at April [removed: 26, 2024] [added: 25, 2025] and April [removed: 28, 2023,] [added: 26, 2024,] indicates that the fair value of these instruments would [added: correspondingly] change by [removed: $64] [added: $74] million and [removed: $61] [added: $64] million, respectively.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[removed: ][added: ]

Medtronic plc, headquartered in [removed: Dublin,] [added: Galway,] Ireland, is the leading global healthcare technology company.

Our Mission — to alleviate pain, restore health, and extend life — empowers [removed: insight-driven care] [added: us to engineer the extraordinary] and [added: deliver] better outcomes for our world.

We [removed: remain committed to being recognized as] [added: are] a company of dedication, honesty, integrity, and service.

Building on this strong foundation, we are embracing our role as a healthcare technology leader and evolving our business strategy in [removed: four] [added: three] key areas:

- [removed: Leveraging our pipeline to accelerate revenue] [added: Accelerate innovation-driven] growth: The combination of our [added: attractive] end markets, recent product launches and robust pipeline is expected to [removed: continue accelerating our growth over both the near-and long-term.][added: enable continued strong revenue growth.]

- [removed: Serving more] [added: Deliver superior outcomes and better experiences for] patients [removed: by accelerating innovation driven growth] and [removed: delivering shareholder value:] [added: providers:] We listen to our patients and customers to better understand the challenges they face.

- [removed: Creating] [added: Turn data, artificial intelligence (AI),] and [removed: disrupting markets with our technology:] [added: automation into action:] We are confident in our ability to maximize new technology, [removed: artificial intelligence (AI),] [added: AI,] and data and analytics to tailor therapies in real-time, facilitating remote monitoring and care delivery that conveniently manages conditions, and creates new standards of care.

[removed: ![Cardiovascular] [added: ![CV] Product [removed: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310324000072/mdt-20240426_g3.jpg)][added: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-20250425_g3.jpg)]

- Implantable cardiac pacemakers including the Azure MRI SureScan, Adapta, [removed: Advisa] [added: Attesta] MRI SureScan, and the Micra transcatheter pacing system.

The 3830 lead, [removed: previously labeled for] [added: with] His-bundle [removed: pacing, has now been expanded to include] [added: and] left bundle branch [removed: area pacing] [added: capabilities,] effectively [removed: covering] [added: covers] all current forms of conduction system [removed: pacing.][added: pacing and sensing.]

Both [removed: of these] pacemakers treat patients with atrioventricular block.

The portfolio includes the [removed: PulseSelect Pulsed Field Ablation System,] Arctic Front Advanced Cardiac [removed: Cryoablation] [added: Cryoblation] System, [removed: the DiamondTemp] [added: PulseSelect single shot Pulsed Field] Ablation [removed: system, Sphere 9] catheter, the [removed: first of its kind with] [added: Sphere-9 focal catheter, providing] high density mapping capabilities combined with [added: dual] radio frequency and pulsed field energies to deliver ablation lesions, and Affera Mapping and Navigation System with Prism-1 software aimed at integrating clinical information to improve patient outcomes.

These devices are for patients who experience transient symptoms such as dizziness, palpitation, syncope (fainting) and chest pain, as well as Cryptogenic Stroke [removed: patients;] [added: patients,] which may indicate a cardiac arrhythmia that requires long-term monitoring or ongoing management.

Our devices include products for the repair and replacement of heart valves, perfusion systems, positioning and stabilization systems for beating heart revascularization surgery, surgical ablation products, and [added: a] comprehensive line of products and therapies to treat aortic disease, such as aneurysms, dissections, and transections.

[removed: ![Neuroscience] [added: ![NS] Product [removed: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310324000072/mdt-20240426_g4.jpg)][added: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-20250425_g4.jpg)]

Our Cranial & Spinal Technologies division and Operating Unit develops, manufactures, and markets an integrated portfolio of devices and therapies for surgical technologies designed to improve the precision and workflow of [removed: neuro] [added: neurological] procedures, and a comprehensive line of medical devices and implants used in the treatment of the spine and musculoskeletal system.

This includes our StealthStation S8 surgical navigation system, Stealth Autoguide cranial robotic guidance platform, O-arm Imaging System, Mazor [removed: X] robotic guidance systems used in robot-assisted spine procedures, UNiD adaptive spine intelligence AI-driven technology for surgical planning and personalized spinal implants, and our Midas Rex surgical drills, including our MR8 high-speed drill system.

- ENT products, including the Straightshot M5 microdebrider handpiece, the Integrated Power Console (IPC) system, NIM Vital nerve monitoring systems, Propel and Sinuva Sinus [removed: Implants from the acquisition of Intersect ENT,] [added: Implants,] StealthStation ENT and StealthStation FlexENT navigation systems, as well as products for hearing restoration.

Our NURO System delivers Percutaneous Tibial Neuromodulation therapy to treat overactive [removed: bladder and associated symptoms of urinary urgency,] [added: bladder, (non-obtrusive)] urinary [removed: frequency,] [added: retention,] and [removed: urge] [added: chronic fecal] incontinence.

This includes the [removed: Intellis (rechargeable) and Vanta (recharge-free) spinal cord stimulation systems, with AdaptiveStim and SureScan MRI Technology, DTM (differential target multiplexed) proprietary waveform, the Evolve workflow algorithm, and Snapshot reporting, as well as the] Inceptiv spinal cord stimulation [removed: system,] [added: system] which offers a closed-loop feature that senses biological signals along the spinal cord and automatically adjusts stimulation in real [removed: time.][added: time, Intellis (rechargeable) and Vanta (recharge-free) spinal cord stimulation systems, with]

- Brain modulation products, including those for the treatment of [removed: the disabling symptoms of] Parkinson's disease, essential tremor, refractory epilepsy, severe, treatment-resistant obsessive-compulsive disorder (approved under a Humanitarian Device Exemption (HDE) in the U.S.), and chronic, intractable primary dystonia (approved under a HDE in the U.S.).

- Implantable drug infusion systems, including our SynchroMed III Implantable Infusion System, [removed: that] [added: which] deliver small quantities of drug directly into the intrathecal space surrounding the spinal [removed: cord.][added: cord, to help manage chronic pain, cancer pain, and severe spasticity.]

[removed: - The] [added: As well as the] Accurian nerve ablation system, which conducts radio frequency ablation of nerve tissues.

][added: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-20250425_g5.jpg)]

The division develops, manufactures, and markets advanced and general surgical products, including advanced stapling devices, vessel sealing instruments, wound closure products, electrosurgery products, AI-powered surgical video and analytics platform, [removed: and] robotic-assisted surgery products, hernia mechanical devices, mesh implants, gynecology products, minimally invasive gastrointestinal and hepatologic diagnostics and therapies, and therapies to treat diseases and conditions that are typically, but not exclusively, addressed by surgeons.

- Electrosurgical hardware and instruments, including the Valleylab FT10 [added: and FX8] energy [removed: platform,] [added: platforms,] the Valleylab [removed: LS10] [added: FT10 vessel sealing] generator, and the Force TriVerse electrosurgical pencils.

- Products designed for the treatment of hernias, including the AbsorbaTack absorbable mesh fixation device for hernia repair, [added: MaxTack motorized fixation device designed for minimally invasive hernia fixation,] the Symbotex composite mesh for surgical laparoscopic and open ventral hernia repair, and ProGrip laparoscopic self-fixating mesh, a self-gripping, biocompatible solution for inguinal hernias.

- Endoscopy products, including the GI Genius intelligent endoscopy module, the PillCam capsule endoscopy systems, the Bravo calibration-free reflux testing systems, the Endoflip [added: 300] Impedance Planimetry System, the Emprint ablation system with Thermosphere Technology, the ManoScan [removed: Bravo] [added: high-resolution manometry] system, the Barrx platform through ablation with the Barrx 360 Express catheter, the Cool-tip radiofrequency ablation system, the [removed: HET bipolar system, the] Beacon delivery system, and the Nexpowder endoscopic hemostasis system.

][added: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-20250425_g6.jpg)]

[removed: - Continuous glucose monitoring (CGM) system, the Guardian Connect CGM system, which is] [added: Both systems are] worn by patients capturing glucose data to reveal patterns and potential problems, such as hyperglycemic and hypoglycemic episodes.

Medtronic has [removed: 95,000+] [added: over 95,000] full-time employees, of which 44% are based in the U.S. or Puerto Rico.

We believe that improving health for people from all walks of life depends on our ability to unleash the creative power of our [removed: diverse] global employees.

By breaking down [removed: barriers to Inclusion, Diversity and Equity (ID&E),] [added: barriers,] we open doors for everyone, driving [removed: progress] [added: opportunity, progress,] and prosperity around the world.

[removed: We] [added: Our commitment to inclusion is a core element of the Medtronic Mission, and we] integrate [removed: ID&E] [added: these] principles throughout our Company to ensure every operating unit, team, and leader recognizes and celebrates the value of diverse experiences and backgrounds.

Additionally, Medtronic employee resource groups (ERGs) [added: and Networks] are employee-led affinity groups that provide career development and networking opportunities [removed: for members] [added: to all employees] and strengthen ties between employees of many different backgrounds, cultures, and interests.

Our compensation framework is designed to [removed: celebrate] [added: provide market competitive pay for] the value and contributions of our employees.

[added: Our] programs include annual and long-term equity-based incentives that provide the means to share in the Company’s success, based on business and individual performance.

[removed: Our change in approach has] [added: We have] opened opportunities for employees who have been otherwise restricted from career advancement due to degree requirements.

In our most recent survey ending in the fourth quarter of fiscal year [removed: 2024,] [added: 2025,] more than [removed: 87%] [added: 88%] of our employees responded.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

AdaptiveStim and SureScan MRI Technology, DTM (differential target multiplexed) proprietary waveform, and the Evolve workflow algorithm, and Snapshot reporting.

Specifically, the Percept family of neurostimulators with proprietary adaptive BrainSense technology.

- Interventional products, including our full Kyphon portfolio of minimally invasive Kyphoplasty and Vertebroplasty solutions for the treatment of vertebral compression fractures, including bipedicular and unipedicular access options, bone access tools, inflatable balloon tamps, cement and delivery systems, as well as biopsy and specialty devices.

The OsteoCool cooled radiofrequency ablation system with simultaneous, dual-probe capabilities and algorithms for the treatment of painful metastatic bone lesions.

Emprint Microwave with Thermosphere technology for the treatment of non-resectable liver tumors.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

- Continuous glucose monitoring (CGM) systems include the Guardian Connect CGM system and Simplera platform.

The Simplera platform's discreet design simplifies the insertion and wear experience through the integration of the Simplera CGM, as a Smart Multiple Daily Injections (MDI) system, and the InPen with the Simplera Sync sensor and the MiniMed 780G system, offering disposable capabilities.

In May 2025, we announced our intention to separate the Diabetes business, with the intention to create a new independent, publicly traded company.

The separation is expected to be completed within 18 months of the initial announcement.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

Inclusion

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

In the current environment of managed care, economically motivated

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

In addition, reported potential workforce reductions and agency reorganization at the U.S. FDA, if implemented, could have an impact on product approval timelines.

U.S. laws and regulations are imposed

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

In addition, reported potential workforce reductions and agency reorganization at HHS, if implemented, could have an impact on reimbursement programs.

- Empowering our operating units to be more nimble and more competitive: Our operating model is organized to accelerate decision making, improve commercial execution, and more effectively leverage the scale of our company.

Specifically, this includes our family of Activa neurostimulators, including Activa SC (single-channel primary cell battery), Activa PC (dual channel primary cell battery), and Activa RC (dual channel rechargeable battery), as well as our family of Percept neurostimulators, the Percept PC, Percept RC, and our SenSight directional lead system with the proprietary BrainSense technology.

- Interventional products, including the Kyphon Balloon, the Kyphon V Premium, and Kyphon Assist systems and the OsteoCool RF Tumor ablation system.

In February 2024, the Company announced the decision to exit its ventilator product line and combine the remaining Patient Monitoring & Respiratory Interventions businesses into one business unit called Acute Care & Monitoring.

Inclusion, Diversity & Equity

As of the end of fiscal year 2024, 41% of our U.S. workforce is ethnically diverse; women comprise 51% of our global workforce; 44% of our manager and above employees are women; and 28% of our U.S. managers are ethnically diverse.

In fiscal year 2024, there were 13 ERGs and Diversity Networks across 300+ hubs or chapters in over 65 countries with more than 35,000 employees involved.

Our

assessing our R&D programs based on their ability to address unmet clinical needs, produce better patient outcomes, and create new standards of care.

| ☒ | | | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April [removed: 26, 2024.] [added: 25, 2025.] | | |

[removed: ®][added: ®]

Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October [removed: 27, 2023,] [added: 25, 2024,] based on the closing price of [removed: $69.43] [added: $90.59] as reported on the New York Stock Exchange: approximately [removed: $92.4] [added: $116.2] billion.

Portions of the registrant’s Proxy Statement for its [removed: 2024] [added: 2025] Annual General Meeting are incorporated by reference into Part III hereof.

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| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#ia6bfc65eaa654c3ebf593baab4e46685_124)] [added: Firm](#ic14a750e81984b18a679ba753642023e_127)] (PCAOB ID 238) | | | | | | [removed: [50](#ia6bfc65eaa654c3ebf593baab4e46685_124)] [added: [49](#ic14a750e81984b18a679ba753642023e_127)] | | |

| | | | | | | [Consolidated Financial [removed: Statements](#ia6bfc65eaa654c3ebf593baab4e46685_127)] [added: Statements](#ic14a750e81984b18a679ba753642023e_130)] | | | | | | [removed: [52](#ia6bfc65eaa654c3ebf593baab4e46685_127)] [added: [51](#ic14a750e81984b18a679ba753642023e_130)] | | |

| | | | | | | [Notes [removed: to](#ia6bfc65eaa654c3ebf593baab4e46685_145) [](#ia6bfc65eaa654c3ebf593baab4e46685_145)[Consolidated] [added: to Consolidated] Financial [removed: Statements](#ia6bfc65eaa654c3ebf593baab4e46685_145)] [added: Statements](#ic14a750e81984b18a679ba753642023e_148)] | | | | | | [removed: [57](#ia6bfc65eaa654c3ebf593baab4e46685_145)] [added: [56](#ic14a750e81984b18a679ba753642023e_148)] | | |

| [removed: [9.](#ia6bfc65eaa654c3ebf593baab4e46685_208)] [added: [9.](#ic14a750e81984b18a679ba753642023e_211)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia6bfc65eaa654c3ebf593baab4e46685_208)] [added: Disclosure](#ic14a750e81984b18a679ba753642023e_211)] | | | | | | [removed: [103](#ia6bfc65eaa654c3ebf593baab4e46685_208)] [added: [106](#ic14a750e81984b18a679ba753642023e_211)] | | |

| [removed: [9A.](#ia6bfc65eaa654c3ebf593baab4e46685_211)] [added: [9A.](#ic14a750e81984b18a679ba753642023e_214)] | | | | | | [Controls and [removed: Procedures](#ia6bfc65eaa654c3ebf593baab4e46685_211)] [added: Procedures](#ic14a750e81984b18a679ba753642023e_214)] | | | | | | [removed: [103](#ia6bfc65eaa654c3ebf593baab4e46685_211)] [added: [106](#ic14a750e81984b18a679ba753642023e_214)] | | |

| [removed: [9C.](#ia6bfc65eaa654c3ebf593baab4e46685_2583)] [added: [9C.](#ic14a750e81984b18a679ba753642023e_220)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#ia6bfc65eaa654c3ebf593baab4e46685_2583)] [added: Inspection](#ic14a750e81984b18a679ba753642023e_220)] | | | | | | [removed: [103](#ia6bfc65eaa654c3ebf593baab4e46685_214)] [added: [106](#ic14a750e81984b18a679ba753642023e_220)] | | |

| [removed: [10.](#ia6bfc65eaa654c3ebf593baab4e46685_220)] [added: [10.](#ic14a750e81984b18a679ba753642023e_226)] | | | | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ia6bfc65eaa654c3ebf593baab4e46685_220)] [added: Governance](#ic14a750e81984b18a679ba753642023e_226)] | | | | | | [removed: [104](#ia6bfc65eaa654c3ebf593baab4e46685_220)] [added: [107](#ic14a750e81984b18a679ba753642023e_226)] | | |

| [removed: [12.](#ia6bfc65eaa654c3ebf593baab4e46685_226)] [added: [12.](#ic14a750e81984b18a679ba753642023e_232)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ia6bfc65eaa654c3ebf593baab4e46685_226)] [added: Matters](#ic14a750e81984b18a679ba753642023e_232)] | | | | | | [removed: [105](#ia6bfc65eaa654c3ebf593baab4e46685_226)] [added: [108](#ic14a750e81984b18a679ba753642023e_232)] | | |

| [removed: [13.](#ia6bfc65eaa654c3ebf593baab4e46685_229)] [added: [13.](#ic14a750e81984b18a679ba753642023e_235)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia6bfc65eaa654c3ebf593baab4e46685_229)] [added: Independence](#ic14a750e81984b18a679ba753642023e_235)] | | | | | | [removed: [105](#ia6bfc65eaa654c3ebf593baab4e46685_229)] [added: [108](#ic14a750e81984b18a679ba753642023e_235)] | | |

| [removed: [14.](#ia6bfc65eaa654c3ebf593baab4e46685_232)] [added: [14.](#ic14a750e81984b18a679ba753642023e_238)] | | | | | | [Principal Accounting Fees and [removed: Services](#ia6bfc65eaa654c3ebf593baab4e46685_232)] [added: Services](#ic14a750e81984b18a679ba753642023e_238)] | | | | | | [removed: [105](#ia6bfc65eaa654c3ebf593baab4e46685_232)] [added: [108](#ic14a750e81984b18a679ba753642023e_238)] | | |

| [removed: [15.](#ia6bfc65eaa654c3ebf593baab4e46685_241)] [added: [15.](#ic14a750e81984b18a679ba753642023e_247)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ia6bfc65eaa654c3ebf593baab4e46685_241)] [added: Schedules](#ic14a750e81984b18a679ba753642023e_247)] | | | | | | [removed: [106](#ia6bfc65eaa654c3ebf593baab4e46685_241)] [added: [109](#ic14a750e81984b18a679ba753642023e_247)] | | |

Our forward-looking statements may include statements related [removed: to] [added: to:] our growth and growth [removed: strategies,] [added: strategies;] developments in the markets for our products, therapies and [removed: services,] [added: services;] financial [removed: results,] [added: results;] product development launches and [removed: effectiveness,] [added: effectiveness;] research and development [removed: strategy,] [added: strategy;] regulatory [removed: approvals,] [added: approvals;] competitive [removed: strengths,] [added: strengths;] the potential or anticipated direct or indirect impact of public health [removed: crises and] [added: crises,] geopolitical [removed: conflicts] [added: conflicts, or changing governmental executive actions and regulations (including relating to global trade policies, enforcement priorities and compliance requirements),] on our business, results of operations and/or financial [removed: condition,] [added: condition;] restructuring and cost-saving [removed: initiatives,] [added: initiatives;] intellectual property [removed: rights,] [added: rights;] litigation and tax [removed: matters,] [added: matters;] governmental proceedings and [removed: investigations, mergers and] [added: investigations; mergers,] acquisitions, [removed: divestitures,] [added: and divestitures;] market acceptance of our products, therapies and [removed: services,] [added: services;] accounting [removed: estimates,] [added: estimates;] financing [removed: activities,] [added: activities;] ongoing contractual [removed: obligations,] [added: obligations;] working capital [removed: adequacy,] [added: adequacy; the] value of our [removed: investments,] [added: investments;] our effective tax [removed: rate,] [added: rate;] our expected returns to [removed: shareholders,] [added: shareholders;] and sales efforts.

Forward-looking statements in this Annual Report include, but are not limited to, statements regarding: our ability to drive long-term shareholder value; development and future launches of products and continued or future acceptance of products, therapies and services in our segments; expected timing for completion of research studies relating to our products; integration of new technologies, including artificial intelligence (AI) and data analytics, into our products, therapies and services; market positioning and performance of our products, including stabilization of certain product markets; divestitures and the potential benefits thereof; the costs and benefits of integrating previous acquisitions; anticipated timing for United States (U.S.) Food and Drug Administration (U.S. FDA) and non-U.S. regulatory approval of new products; increased presence in new markets, including markets outside the U.S.; changes in the market and our market share; our ability to meet growing demand for our existing products; acquisitions and investment initiatives, including the timing of regulatory approvals as well as integration of acquired companies into our operations; the resolution of tax matters; the effectiveness of our development activities in reducing patient care costs and hospital stay lengths; our approach towards cost containment; our expectations regarding [added: the potential impact of changing governmental executive actions and regulations (including relating to global trade policies, enforcement priorities and compliance requirements), on our business; our expectations regarding] healthcare costs, including potential changes to reimbursement policies and pricing pressures; our expectations regarding changes to patient standards of care; our ability to identify and maintain successful business partnerships; the elimination of certain positions or costs related to restructuring initiatives; outcomes in our litigation matters and governmental proceedings and investigations; general economic conditions; the adequacy of available working capital and our working capital needs; our payment of dividends and redemption of shares; the continued strength of our balance sheet and liquidity; our accounts receivable exposure; our human capital management with respect to our global workforce; and the potential impact of our compliance with governmental regulations and accounting guidance.

These forward-looking statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in [removed: this] [added: our] Annual Report on Form 10-K.

Risk Factors” in [removed: this] [added: our] Annual Report on Form 10-K, as well as those related to:

Building Two, Parkmore Business Park West

Galway, Ireland

Number of Ordinary Shares outstanding on June 17, 2025: 1,281,264,703

| | | | | | | [PART I](#ic14a750e81984b18a679ba753642023e_13) | | | | | | | | |

| [1.](#ic14a750e81984b18a679ba753642023e_16) | | | | | | [Business](#ic14a750e81984b18a679ba753642023e_16) | | | | | | [3](#ic14a750e81984b18a679ba753642023e_16) | | |

| [2.](#ic14a750e81984b18a679ba753642023e_28) | | | | | | [Properties](#ic14a750e81984b18a679ba753642023e_28) | | | | | | [26](#ic14a750e81984b18a679ba753642023e_28) | | |

| | | | | | | [PART II](#ic14a750e81984b18a679ba753642023e_37) | | | | | | | | |

| [6.](#ic14a750e81984b18a679ba753642023e_43) | | | | | | [(Reserved)](#ic14a750e81984b18a679ba753642023e_43) | | | | | | [28](#ic14a750e81984b18a679ba753642023e_43) | | |

| [9B.](#ic14a750e81984b18a679ba753642023e_217) | | | | | | [Other Information](#ic14a750e81984b18a679ba753642023e_217) | | | | | | [106](#ic14a750e81984b18a679ba753642023e_217) | | |

| | | | | | | [PART III](#ic14a750e81984b18a679ba753642023e_223) | | | | | | | | |

| [11.](#ic14a750e81984b18a679ba753642023e_229) | | | | | | [Executive Compensation](#ic14a750e81984b18a679ba753642023e_229) | | | | | | [108](#ic14a750e81984b18a679ba753642023e_229) | | |

| | | | | | | [PART IV](#ic14a750e81984b18a679ba753642023e_241) | | | | | | | | |

| [16.](#ic14a750e81984b18a679ba753642023e_250) | | | | | | [Form 10-K Summary](#ic14a750e81984b18a679ba753642023e_250) | | | | | | [116](#ic14a750e81984b18a679ba753642023e_250) | | |

| | | | | | | [Signatures](#ic14a750e81984b18a679ba753642023e_253) | | | | | | [117](#ic14a750e81984b18a679ba753642023e_253) | | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

Number of Ordinary Shares outstanding on June 17, 2024: 1,282,269,783

| | | | | | | [PART I](#ia6bfc65eaa654c3ebf593baab4e46685_13) | | | | | | | | |

| [1.](#ia6bfc65eaa654c3ebf593baab4e46685_16) | | | | | | [Business](#ia6bfc65eaa654c3ebf593baab4e46685_16) | | | | | | [3](#ia6bfc65eaa654c3ebf593baab4e46685_16) | | |

| [2.](#ia6bfc65eaa654c3ebf593baab4e46685_25) | | | | | | [Properties](#ia6bfc65eaa654c3ebf593baab4e46685_25) | | | | | | [25](#ia6bfc65eaa654c3ebf593baab4e46685_25) | | |

| | | | | | | [PART II](#ia6bfc65eaa654c3ebf593baab4e46685_34) | | | | | | | | |

| [6.](#ia6bfc65eaa654c3ebf593baab4e46685_40) | | | | | | [(Reserved)](#ia6bfc65eaa654c3ebf593baab4e46685_40) | | | | | | [28](#ia6bfc65eaa654c3ebf593baab4e46685_40) | | |

| [9B.](#ia6bfc65eaa654c3ebf593baab4e46685_214) | | | | | | [Other Information](#ia6bfc65eaa654c3ebf593baab4e46685_214) | | | | | | [103](#ia6bfc65eaa654c3ebf593baab4e46685_214) | | |

| | | | | | | [PART III](#ia6bfc65eaa654c3ebf593baab4e46685_217) | | | | | | | | |

| [11.](#ia6bfc65eaa654c3ebf593baab4e46685_223) | | | | | | [Executive Compensation](#ia6bfc65eaa654c3ebf593baab4e46685_223) | | | | | | [105](#ia6bfc65eaa654c3ebf593baab4e46685_223) | | |

| | | | | | | [PART IV](#ia6bfc65eaa654c3ebf593baab4e46685_235) | | | | | | | | |

| [16.](#ia6bfc65eaa654c3ebf593baab4e46685_244) | | | | | | [Form 10-K Summary](#ia6bfc65eaa654c3ebf593baab4e46685_244) | | | | | | [114](#ia6bfc65eaa654c3ebf593baab4e46685_244) | | |

| | | | | | | [Signatures](#ia6bfc65eaa654c3ebf593baab4e46685_247) | | | | | | [115](#ia6bfc65eaa654c3ebf593baab4e46685_247) | | |

Our CISO has over [removed: 28] [added: 29] years of experience assisting public and privately held companies in a variety of industries, leading several enterprise-wide transformation initiatives to adapt to changing cybersecurity threats.

[removed: Our CISO] reports to the Chief Information Officer (CIO), who leads the Global Information Technology (IT) organization and works closely with the Executive Committee to guide strategic direction and IT decisions to drive business outcomes.

The Audit Committee receives regular updates on the Company’s cybersecurity risk management program from the CISO and [removed: CIO.][added: CIO, and our procedures specify escalation of certain cybersecurity events to the Audit Committee chair and full Audit Committee.]

Our CISO

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

Medtronic's principal executive office is located in Ireland and is [removed: leased] [added: owned] by the Company, while its main operational offices are located in the Minneapolis, Minnesota metropolitan area and are owned by the Company.

Approximately 36 percent of the manufacturing [removed: or] [added: and] research facilities are owned by Medtronic and the remaining balance is leased.

Medtronic also maintains sales and administrative offices outside the U.S. at [removed: 114] [added: approximately 110] locations in [removed: 62] [added: over 60] countries.

The Company’s largest manufacturing facilities are located in the U.S., Puerto Rico, Mexico, China, Ireland, Dominican Republic, Switzerland, France, and Italy.

Many of these facilities serve more than one of our divisions and also perform research activities.

The following is a summary of the Company's largest manufacturing facilities by location:

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location Country or State | | | | | | Square Feet (in thousands) | | |

| Connecticut | | | | | | 1,138 | | |

| Puerto Rico | | | | | | 812 | | |

| Mexico | | | | | | 762 | | |

| China | | | | | | 708 | | |

| Minnesota | | | | | | 568 | | |

| Ireland | | | | | | 446 | | |

| Dominican Republic | | | | | | 395 | | |

| Arizona | | | | | | 294 | | |

| Switzerland | | | | | | 283 | | |

| California | | | | | | 258 | | |

| Massachusetts | | | | | | 250 | | |

| France | | | | | | 249 | | |

| Italy | | | | | | 230 | | |

| Colorado | | | | | | 228 | | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

The following table provides information about the shares repurchased by the Company during the fourth quarter of fiscal year [removed: 2024:][added: 2025:]

In March [removed: 2019,] [added: 2024,] the Company's Board of Directors authorized [removed: the repurchase of $6.0] [added: $5.0] billion [removed: of the Company's ordinary shares.][added: for share repurchases.]

On June 17, [removed: 2024,] [added: 2025,] there were approximately [removed: 20,132] [added: 18,895] shareholders of record of the Company’s ordinary shares.

Ordinary cash dividends declared and paid totaled [removed: $0.69] [added: $0.70] per share for each quarter of fiscal year [removed: 2024] [added: 2025] and [removed: $0.68] [added: $0.69] per share for each quarter of fiscal year [removed: 2023.][added: 2024.]

On May [removed: 23, 2024,] [added: 21, 2025,] the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year [removed: 2025,] [added: 2026,] raising the amount to [removed: $0.70] [added: $0.71] per share.

The graph assumes that $100 was invested at market close on April [removed: 26, 2019] [added: 24, 2020] in Medtronic’s ordinary shares, the S&P 500 Index, and the S&P 500 Health Care Equipment Index and that all dividends were reinvested.

[removed: ][added: ]

| Company/Index | | | | | | April [removed: 2019] [added: 2020] | | | | | | April [removed: 2020] [added: 2021] | | | | | | April [removed: 2021] [added: 2022] | | | | | | April [removed: 2022] [added: 2023] | | | | | | April [removed: 2023] [added: 2024] | | | | | | April [removed: 2024] [added: 2025] | | |

- in the case of a beneficial owner of Medtronic shares held in the [removed: Depository Trust Company (DTC),] [added: DTC,] the address of the beneficial owner in the records of his or her broker is in the United States and this information is provided by the broker to the Company’s qualifying intermediary; or

| 1/25/2025-2/21/2025 | | | | | | 1,309,400 | | | | | | $ | 90.76 | | | | | 1,309,400 | | | | | | $ | 2,273,048,264 | |

| 2/22/2025-3/28/2025 | | | | | | 1,364,281 | | | | | | 91.62 | | | | | | 1,364,281 | | | | | | 2,148,048,295 | | |

| 3/29/2025-4/25/2025 | | | | | | 238,700 | | | | | | 85.13 | | | | | | 238,700 | | | | | | 2,127,728,372 | | |

| Total | | | | | | 2,912,381 | | | | | | $ | 90.70 | | | | | 2,912,381 | | | | | | $ | 2,127,728,372 | |

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 134.80 | | | | | $ | 109.87 | | | | | $ | 98.97 | | | | | $ | 89.66 | | | | | $ | 97.82 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 149.89 | | | | | | 150.21 | | | | | | 154.21 | | | | | | 191.56 | | | | | | 210.35 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 132.61 | | | | | | 123.71 | | | | | | 131.43 | | | | | | 135.04 | | | | | | 148.62 | | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

| 1/27/2024-2/23/2024 | | | | | | 2,514,000 | | | | | | $ | 85.99 | | | | | 2,514,000 | | | | | | $ | 1,700,959,792 | |

| 2/24/2024-3/29/2024 | | | | | | 6,591,630 | | | | | | 84.54 | | | | | | 6,591,630 | | | | | | 6,143,724,275 | | |

| 3/30/2024-4/26/2024 | | | | | | 10,361,791 | | | | | | 82.03 | | | | | | 10,361,791 | | | | | | 5,293,724,420 | | |

| Total | | | | | | 19,467,421 | | | | | | $ | 83.39 | | | | | 19,467,421 | | | | | | $ | 5,293,724,420 | |

In March 2024, the Company's Board of Directors authorized an incremental $5.0 billion for share repurchases.

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 116.15 | | | | | $ | 156.57 | | | | | $ | 127.62 | | | | | $ | 114.95 | | | | | $ | 104.14 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 98.44 | | | | | | 147.55 | | | | | | 147.86 | | | | | | 151.80 | | | | | | 188.57 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 113.81 | | | | | | 150.91 | | | | | | 140.79 | | | | | | 149.57 | | | | | | 153.68 | | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of April [removed: 26, 2024] [added: 25, 2025] and April [removed: 28, 2023,] [added: 26, 2024,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended April [removed: 26, 2024,] [added: 25, 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April [removed: 26, 2024] [added: 25, 2025] appearing under Item 15 [removed: (a)(1)] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of April [removed: 26, 2024,] [added: 25, 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April [removed: 26, 2024] [added: 25, 2025] and April [removed: 28, 2023,] [added: 26, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended April [removed: 26, 2024] [added: 25, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April [removed: 26, 2024,] [added: 25, 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Total reserves relating to uncertain tax positions as of April [removed: 26, 2024] [added: 25, 2025] were [removed: $2.824] [added: $2.902] billion, of which the Puerto Rico manufacturing reserve makes up a significant portion.

| (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 32,364] [added: 33,537] | | | | | $ | [removed: 31,227] [added: 32,364] | | | | | $ | [removed: 31,686] [added: 31,227] | |

| Cost of products sold, excluding amortization of intangible assets | | | [removed: 11,216] [added: 11,632] | | | | | | [removed: 10,719] [added: 11,216] | | | | | | [removed: 10,145] [added: 10,719] | | |

| Research and development expense | | | [removed: 2,735] [added: 2,732] | | | | | | [removed: 2,696] [added: 2,735] | | | | | | [removed: 2,746] [added: 2,696] | | |

| Selling, general, and administrative expense | | | [removed: 10,736] [added: 10,849] | | | | | | [removed: 10,415] [added: 10,736] | | | | | | [removed: 10,292] [added: 10,415] | | |

| Amortization of intangible assets | | | [removed: 1,693] [added: 1,807] | | | | | | [removed: 1,698] [added: 1,693] | | | | | | [removed: 1,733] [added: 1,698] | | |

| Restructuring charges, net | | | [removed: 226] [added: 267] | | | | | | [removed: 375] [added: 226] | | | | | | [removed: 60] [added: 375] | | |

| Certain litigation charges, net | | | [removed: 149] | | | | | | [removed: (30)] | | | | | | [removed: 95] | | | [added: | | | | | | | | | (149) | | |]

| Other operating [removed: expense (income),] [added: (income) expense,] net | | | [removed: 464] [added: (23)] | | | | | | [removed: (131)] [added: 464] | | | | | | [removed: 862] [added: (131)] | | |

| Operating profit | | | [removed: 5,144] [added: 5,955] | | | | | | [removed: 5,485] [added: 5,144] | | | | | | [removed: 5,752] [added: 5,485] | | |

| Other non-operating income, net | | | [removed: (412)] [added: (402)] | | | | | | [removed: (515)] [added: (412)] | | | | | | [removed: (318)] [added: (515)] | | |

| Interest expense, net | | | [removed: 719] [added: 729] | | | | | | [removed: 636] [added: 719] | | | | | | [removed: 553] [added: 636] | | |

| Income before income taxes | | | [removed: 4,837] [added: 5,628] | | | | | | [removed: 5,364] [added: 4,837] | | | | | | [removed: 5,517] [added: 5,364] | | |

| Income tax provision | | | [removed: 1,133] [added: 936] | | | | | | [removed: 1,580] [added: 1,133] | | | | | | [removed: 456] [added: 1,580] | | |

| Net income | | | [removed: 3,705] [added: 4,691] | | | | | | [removed: 3,784] [added: 3,705] | | | | | | [removed: 5,062] [added: 3,784] | | |

| Net income attributable to noncontrolling interests | | | [removed: (28)] [added: (29)] | | | | | | [removed: (26)] [added: (28)] | | | | | | [removed: (22)] [added: (26)] | | |

| Net income attributable to Medtronic | | | $ | [removed: 3,676] [added: 4,662] | | | | | $ | [removed: 3,758] [added: 3,676] | | | | | $ | [removed: 5,039] [added: 3,758] | |

| Basic earnings per share | | | $ | [removed: 2.77] [added: 3.63] | | | | | $ | [removed: 2.83] [added: 2.77] | | | | | $ | [removed: 3.75] [added: 2.83] | |

| Diluted earnings per share | | | $ | [removed: 2.76] [added: 3.61] | | | | | $ | [removed: 2.82] [added: 2.76] | | | | | $ | [removed: 3.73] [added: 2.82] | |

| Basic weighted average shares outstanding | | | [removed: 1,327.7] [added: 1,285.6] | | | | | | [removed: 1,329.8] [added: 1,327.7] | | | | | | [removed: 1,342.4] [added: 1,329.8] | | |

| Diluted weighted average shares outstanding | | | [removed: 1,330.2] [added: 1,289.9] | | | | | | [removed: 1,332.8] [added: 1,330.2] | | | | | | [removed: 1,351.4] [added: 1,332.8] | | |

| (in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income | | | $ | [removed: 3,705] [added: 4,691] | | | | | $ | [removed: 3,784] [added: 3,705] | | | | | $ | [removed: 5,062] [added: 3,784] | |

| Unrealized gain (loss) on investment securities | | | [removed: 46] [added: 149] | | | | | | [removed: (49)] [added: 46] | | | | | | [removed: (301)] [added: (49)] | | |

| Translation adjustment | | | [removed: (848)] [added: 853] | | | | | | [removed: (240)] [added: (848)] | | | | | | [removed: (2,086)] [added: (240)] | | |

| Net investment [removed: hedge] [added: hedges] | | | [removed: 633] [added: (1,474)] | | | | | | [removed: (596)] [added: 633] | | | | | | [removed: 2,299] [added: (596)] | | |

| Net change in retirement obligations | | | [removed: 212] [added: (110)] | | | | | | [removed: 32] [added: 212] | | | | | | [removed: 574] [added: 32] | | |

| Unrealized [removed: gain] (loss) [added: gain] on cash flow hedges | | | [removed: 136] [added: (381)] | | | | | | [removed: (381)] [added: 136] | | | | | | [removed: 727] [added: (381)] | | |

| Other comprehensive [removed: income (loss)] [added: (loss) income] | | | [removed: 178] [added: (964)] | | | | | | [removed: (1,234)] [added: 178] | | | | | | [removed: 1,213] [added: (1,234)] | | |

| Comprehensive income including noncontrolling interests | | | [removed: 3,883] [added: 3,727] | | | | | | [removed: 2,549] [added: 3,883] | | | | | | [removed: 6,274] [added: 2,549] | | |

| Comprehensive income attributable to noncontrolling interests | | | [removed: (27)] [added: (31)] | | | | | | [removed: (26)] [added: (27)] | | | | | | [removed: (16)] [added: (26)] | | |

| Comprehensive income attributable to Medtronic | | | $ | [removed: 3,856] [added: 3,696] | | | | | $ | [removed: 2,524] [added: 3,856] | | | | | $ | [removed: 6,258] [added: 2,524] | |

| (in millions, except share amounts) | | | | | | April [removed: 26, 2024] [added: 25, 2025] | | | | | | April [removed: 28, 2023] [added: 26, 2024] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 1,284] [added: 2,218] | | | | | $ | [removed: 1,543] [added: 1,284] | |

| Investments | | | | | | [removed: 6,721] [added: 6,747] | | | | | | [removed: 6,416] [added: 6,721] | | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

| June 20, 2025 | | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,662 | | | | | | — | | | | | | 4,662 | | | | | | 29 | | | | | | 4,691 | | |

| April 25, 2025 | | | | | | 1,282 | | | | | | $ | — | | | | | $ | 20,833 | | | | | $ | 31,476 | | | | | $ | (4,284) | | | | | $ | 48,024 | | | | | $ | 232 | | | | | $ | 48,256 | |

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

In May 2025, the Company announced its intent to separate the Diabetes business, with the intention to create a new independent, publicly traded company.

The separation is expected to be completed within 18 months of the initial announcement.

statements of cash flows, and amounts paid or received in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.

For certain of our capital equipment, control is transferred upon installation.

Refer to Note 6 for additional information.

The Company retrospectively adopted this guidance beginning in the fourth quarter of fiscal year 2025.

The adoption of this standard did not have a material impact on the Company's consolidated financial statements but did require additional disclosures.

Refer to Note 19 for additional information.

*Disaggregation of Income Statement Expenses*

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220-40), which requires tabular disclosures disaggregating certain costs and expenses within relevant income statement captions.

Starting in the first quarter of fiscal year 2025, the Company combined the non-U.S. developed markets and the emerging markets into an international market geography.

| | | | Worldwide | | | | | | | | | | | | | | |

| | | | U.S. | | | | | | | | | | | | | | | | | | International | | | | | | | | | | | | | | |

| Cardiovascular | | | $ | 5,804 | | | | | $ | 5,597 | | | | | $ | 5,796 | | | | | $ | 6,677 | | | | | $ | 6,234 | | | | | $ | 5,725 | |

| Neuroscience | | | 6,713 | | | | | | 6,305 | | | | | | 6,018 | | | | | | 3,133 | | | | | | 3,101 | | | | | | 2,941 | | |

| Medical Surgical | | | 3,664 | | | | | | 3,717 | | | | | | 3,549 | | | | | | 4,744 | | | | | | 4,700 | | | | | | 4,440 | | |

| Diabetes | | | 923 | | | | | | 852 | | | | | | 849 | | | | | | 1,832 | | | | | | 1,636 | | | | | | 1,413 | | |

| Reportable segment net sales | | | 17,104 | | | | | | 16,471 | | | | | | 16,212 | | | | | | 16,386 | | | | | | 15,671 | | | | | | 14,519 | | |

| Other operating segment(1) | | | 68 | | | | | | 91 | | | | | | 160 | | | | | | 70 | | | | | | 131 | | | | | | 335 | | |

| Total net sales | | | $ | 17,171 | | | | | $ | 16,562 | | | | | $ | 16,373 | | | | | $ | 16,365 | | | | | $ | 15,802 | | | | | $ | 14,854 | |

(2)Incremental Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

At April 25, 2025, $983 million of rebates were classified as *other accrued expenses,* and $680 million of reba

Based on preliminary valuations, assets acquired were primarily comprised of $108 million of goodwill and $50 million of IPR&D.

The IPR&D was placed into service as a definite-lived intangible asset during the second quarter of fiscal year 2025.

| (in millions) | | | 2025 | | | | | | 2024 | | |

| (in millions) | | | 2025 | | | | | | 2024 | | |

Funded Research and Development Arrangements

The Company has entered into various arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C. (collectively, "Blackstone") to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Operating Unit.

As there is substantive and genuine transfer of risk to Blackstone, the development funding is recognized by Medtronic as an obligation to perform contractual services.

The Company recognizes the funding as income within *other operating (income) expense, net* as the research and development costs are incurred and funding payments become due.

Under these arrangements, the Company recognized income of $181 million, $174 million, and $202 million in fiscal years 2025, 2024, and 2023, respectively.

| June 20, 2024 | | |

| April 30, 2021 | | | | | | 1,345 | | | | | | $ | — | | | | | $ | 26,319 | | | | | $ | 28,594 | | | | | $ | (3,485) | | | | | $ | 51,428 | | | | | $ | 174 | | | | | $ | 51,602 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,039 | | | | | | — | | | | | | 5,039 | | | | | | 22 | | | | | | 5,062 | | |

For goodwill, other

acquisition and divestiture-related items, income from funded research and development arrangements, and commitments to the Medtronic Foundation and Medtronic LABS.

Prior period revenue has been recast to reflect the new reporting structure.

The activity of the Company's Renal Care Solutions business and the ventilator product line were moved out of Medical Surgical and into the Other line, and the retained PMRI businesses were combined into one business unit called Acute Care & Monitoring in Medical Surgical.

Refer to Note 19 to the consolidated financial statements for additional information regarding the Company's reporting structure.

The table below illustrates net sales by market geography for each segment for fiscal years 2024, 2023, and 2022:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | U.S.(1) | | | | | | | | | | | | | | | | | | Non-U.S. Developed Markets(2) | | | | | | | | | | | | | | | | | | Emerging Markets(3) | | | | | | | | | | | | | | |

| Cardiovascular | | | $ | 5,597 | | | | | $ | 5,796 | | | | | $ | 5,490 | | | | | $ | 3,857 | | | | | $ | 3,564 | | | | | $ | 3,866 | | | | | $ | 2,377 | | | | | $ | 2,161 | | | | | $ | 2,012 | |

| Neuroscience | | | 6,305 | | | | | | 6,018 | | | | | | 5,753 | | | | | | 1,739 | | | | | | 1,658 | | | | | | 1,801 | | | | | | 1,362 | | | | | | 1,283 | | | | | | 1,229 | | |

| Medical Surgical | | | 3,717 | | | | | | 3,549 | | | | | | 3,659 | | | | | | 3,049 | | | | | | 2,917 | | | | | | 3,155 | | | | | | 1,650 | | | | | | 1,522 | | | | | | 1,655 | | |

| Diabetes | | | 852 | | | | | | 849 | | | | | | 974 | | | | | | 1,284 | | | | | | 1,106 | | | | | | 1,085 | | | | | | 352 | | | | | | 307 | | | | | | 279 | | |

| Reportable segment net sales | | | 16,471 | | | | | | 16,212 | | | | | | 15,876 | | | | | | 9,929 | | | | | | 9,245 | | | | | | 9,907 | | | | | | 5,742 | | | | | | 5,273 | | | | | | 5,176 | | |

| Other operating segment (4) | | | 91 | | | | | | 160 | | | | | | 259 | | | | | | 50 | | | | | | 163 | | | | | | 218 | | | | | | 81 | | | | | | 172 | | | | | | 250 | | |

| Total net sales | | | $ | 16,562 | | | | | $ | 16,373 | | | | | $ | 16,135 | | | | | $ | 9,979 | | | | | $ | 9,408 | | | | | $ | 10,126 | | | | | $ | 5,823 | | | | | $ | 5,446 | | | | | $ | 5,426 | |

(2)Non-U.S. developed markets include Japan, Australia, New Zealand, Korea, Canada, and the countries within Western Europe.

(3)Emerging markets include the countries of the Middle East, Africa, Latin America, Eastern Europe, and the countries of Asia that are not included in the non-U.S. developed markets, as defined above.

*Intersect ENT*

On May 13, 2022, the Company acquired Intersect ENT, a global ear, nose, and throat (ENT) medical technology leader.

The acquisition expands the Neuroscience segment portfolio of products used during ENT procedures, and combined with the Company's navigation, powered instruments, and existing tissue health products, offers a broader suite of solutions to assist surgeons treating patients who suffer from chronic rhinosinusitis (CRS).

Total consideration, net of cash acquired, for the transaction, in which the Company acquired all outstanding shares of Intersect ENT for $28.25 per share, was $1.2 billion consisting of $1.1 billion of cash and $98 million previously held investments in Intersect ENT.

The Company acquired $615 million of goodwill, $635 million of technology-based intangible assets, $35 million of customer-related intangible assets, and $13 million of tradenames with estimated useful lives of 20 years.

The goodwill is not deductible for tax purposes.

Revenue and net loss attributable to Intersect ENT since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of income were not significant for fiscal year 2023.

*Affera, Inc.*

On August 30, 2022, the Company acquired Affera, Inc. (Affera) a privately-held company focused on the development of cardiac mapping and navigation systems and catheter-based cardiac ablation technologies.

The acquisition expands the Cardiovascular segment suite of advanced cardiac ablation products and accessories, including its first cardiac mapping and navigation platform.

Total consideration, net of cash acquired for the transaction, was $904 million.

The Company acquired $660 million of goodwill and $300 million of IPR&D, which was capitalized into intangible assets during the fourth quarter of fiscal year 2023.

Revenue and net loss attributable to Affera since the date of acquisition as well as costs incurred in connection with the acquisition included in the consolidated statements of income were not significant for fiscal year 2023.

The acquisition date fair values of the assets acquired and liabilities assumed were as follows:

| (in millions) | | | Intersect ENT | | | | | | Affera | | |

| Cash and cash equivalents | | | $ | 39 | | | | | $ | 66 | |

| Inventory | | | 32 | | | | | | — | | |

| Goodwill | | | 615 | | | | | | 660 | | |

| Other intangible assets | | | 683 | | | | | | 300 | | |

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of April [removed: 26, 2024.][added: 25, 2025.]

The effectiveness of the Company's internal control over financial reporting as of April [removed: 26, 2024] [added: 25, 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in “Item 8.

During the quarter ended April [removed: 26, 2024,] [added: 25, 2025,] there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

During the quarter ended April [removed: 26, 2024,] [added: 25, 2025,] none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.

As reported in our Quarterly Report on Form 10-Q for the first quarter of fiscal year [removed: 2024,] [added: 2025,] Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended.

In particular, during the first quarter of fiscal year [removed: 2024,] [added: 2025,] Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S. Government under applicable economic sanctions regulations.

During the first quarter of fiscal year [removed: 2024,] [added: 2025,] in the normal course of business and consistent with the OFAC authorizations as in effect at the time, Medtronic Russia filed a total of one notification with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

Medtronic did not engage in these activities during the second, third, and fourth quarters of fiscal year [removed: 2024.][added: 2025.]

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's [removed: 2024] [added: 2025] definitive proxy statement, which will be filed no later than 120 days after April [removed: 26, 2024.][added: 25, 2025.]

The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees” and “Corporate Governance — Committees of the Board and Meetings” in the Company's Proxy Statement for our [removed: 2024] [added: 2025] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 26, 2024,] [added: 25, 2025,] are incorporated herein by reference.

The following table shows the name, age, and position as of [removed: April 26, 2024] [added: June 15, 2025] of each of our Executive Officers:

| Geoffrey S. Martha | | | | | | [removed: 54] [added: 55] | | | | | | Chairman and Chief Executive Officer | | |

| Ivan K. Fong | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President, General Counsel and [removed: Corporate] Secretary [removed: of the Company] | | |

| Michael Marinaro | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President and President, Medical Surgical Portfolio and [removed: Surgical Operating Unit] [added: Americas] | | |

| [removed: Karen L. Parkhill] [added: Thierry Piéton] | | | | | | [removed: 58] [added: 55] | | | | | | Executive Vice President and Chief Financial Officer | | |

| [removed: Sean Salmon] [added: Skip Kiil] | | | | | | [removed: 59] [added: 51] | | | | | | Executive Vice President and President, Cardiovascular Portfolio | | |

| Gregory L. Smith | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, [removed: Global] [added: Enterprise] Operations [removed: and Supply Chain] | | |

| Brett Wall | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President and President, Neuroscience Portfolio | | |

Martha, age [removed: 54,] [added: 55,] is Chairman [removed: of the Board of Directors] and Chief Executive Officer of Medtronic.

[removed: Prior to his role as Chairman and CEO, he] [added: He] served as President [removed: of Medtronic] from November 2019 through April 2020 and joined the Board of Directors in November 2019.

Previously, Mr. Martha [removed: served as] [added: was] Executive Vice President and President, Restorative Therapies Group, a role he held since August [removed: 2015.][added: 2015, and he was Senior Vice President of Strategy and Business Development of the Company beginning in January 2015 and of Medtronic, Inc. beginning in August 2011.]

Prior [removed: to that,] [added: thereto,] he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001.

Fong, age [removed: 62,] [added: 63,] has been Executive Vice President, General Counsel and [removed: Corporate] Secretary of [removed: the Company] [added: Medtronic] since February 2022.

Michael Marinaro, age [removed: 53,] [added: 54,] has [removed: served as] [added: been] Executive Vice President and [removed: President,] [added: President of Medtronic’s Medical] Surgical [removed: Operating Unit] [added: Portfolio and Americas] since February [removed: 2023.][added: 2024.]

Mr. Marinaro previously served as [added: Senior Vice] President [added: and President] of Surgical Robotics and, prior thereto, [removed: was] [added: as] President of the Cardiac Rhythm Management [removed: Operating Unit.][added: operating unit.]

[removed: Sean Salmon,] [added: Thierry Piéton,] age [removed: 59,] [added: 55,] has been Executive Vice President and [removed: President] [added: Chief Financial Officer] of [removed: Medtronic's Cardiovascular Portfolio] [added: Medtronic] since [removed: January 2021.][added: March 2025.]

Gregory Smith, age [removed: 60,] [added: 61,] is Executive Vice President, [removed: Global Operations and Supply Chain,] [added: Enterprise Operations,] a position he has held since April 2021.

Brett Wall, age [removed: 59,] [added: 60,] is Executive Vice President and President of Medtronic’s Neuroscience Portfolio.

Prior to that, Mr. Wall served as [removed: SVP] [added: Senior Vice President] and President of Medtronic’s Neurovascular business.

Prior to joining Medtronic, he served as Covidien’s [removed: SVP] [added: Senior Vice President] and President of Neurovascular as well as Senior Vice President and President of the International Vascular Therapies business for Covidien.

Mr. Wall also served as Senior Vice President and President, International at ev3, Inc. From 2000 to 2008, Brett held various marketing and sales positions with ev3, Inc. and Micro Therapeutics, Inc. Mr. Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia [removed: Pacifica] [added: Pacific] and Marketing Manager, Japan, from September 1995 to September 2000.

| Matthew Walter | | | | | | 46 | | | | | | Senior Vice President, Chief Human Resources Officer | | |

Skip Kiil, age 51, became Executive Vice President and President of Medtronic's Cardiovascular Portfolio in May 2025.

Prior to that role, he was Senior Vice President and President of the Cranial & Spinal Technologies operating unit since joining Medtronic in 2022.

Previously, Mr. Kiil served as President of Global Orthopaedics at Smith & Nephew from 2018 to 2021 and Executive Vice President and President of Global Commercial Operations at NuVasive from 2017 to 2018.

He became Executive Vice President in January 2023, and he served as President of the Surgical Operating Unit from February 2023 to February 2024.

Previously, he served as Chief Financial Officer of Renault Group (Paris) from March 2022 to February 2025, and he was Senior Vice President, Deputy

Chief Financial Officer and Group Controller, Renault Group and Chief Financial Officer, Renault Brand (Paris) from June 2016 to February 2022.

Prior thereto, he was Senior Vice President Administration and Finance Europe, Nissan Motor Co, Ltd (Switzerland) from 2014 to 2016, and Chief Financial Officer of Energy Management/Power Conversion, General Electric (Paris) from 2011 to 2014.

He served as Chief Financial Officer, GE Oil and Gas Global Services (Florence, Italy) from 2007 to 2011.

Matthew Walter, age 46, has been Senior Vice President, Chief Human Resources Officer of Medtronic since June 2023.

He served as Vice President Human Resources of Global Operations and Supply Chain from 2021 to 2023, and previously as Vice President Human Resources of the Diabetes operating unit from 2018 to 2021, and the Coronary and Structural Heart division from 2016 to 2018.

Mr. Walter led Talent Management, Organizational Effectiveness, and Executive Development from 2015 to 2016, and he served as Senior Director, Talent Management and Leadership Development upon joining Medtronic in 2014.

Prior thereto, he held various leadership roles at Best Buy and Bank of America.

| Robert ten Hoedt | | | | | | 63 | | | | | | Executive Vice President and President, Global Regions | | |

Mr. Martha previously served as Senior Vice President of Strategy and Business Development of the Company beginning in January 2015 and of Medtronic, Inc. beginning in August 2011.

Robert ten Hoedt, age 63, is Executive Vice President and President of the Global Regions.

He previously served as Executive Vice President and President, EMEA Region of the Company since January 2015 and of Medtronic, Inc. since May 2014, as well as President, APAC Region since March 2022.

Prior to that, he was Senior Vice President and President, EMEA and Canada from 2009 to 2014; Vice President CardioVascular Europe and Central Asia from 2006 to 2009; Vice President and General Manager, Vitatron from 1999 to 2006; Gastro-Uro leader from 1994 to 1999; and Marketing Manager, Neurological from 1991 to 1994.

Karen L.

Parkhill, age 58, joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

From 2011 to 2016, Ms. Parkhill served as Vice Chairman and Chief Financial Officer of Comerica Incorporated.

Ms. Parkhill was a member of Comerica’s Management Executive Committee and the Comerica Bank Board of Directors.

Prior to joining Comerica, Ms. Parkhill worked for J.P. Morgan Chase & Co. in various capacities from 1992 to 2011, including serving as Chief Financial Officer of the Commercial Banking business from 2007 to 2011.

Mr. Salmon previously served as Executive Vice President and President of the Diabetes Operating Unit (previously known as Diabetes Group) from October 2019 to May 2022.

Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business within the Cardiac and Vascular Group of the Company beginning in July 2014.

Mr. Salmon is a seasoned leader who has been with Medtronic since 2004 and spent the past 16 years in increasingly senior levels of management.

Prior to joining Medtronic, Mr. Salmon worked at CR Bard and Johnson & Johnson.

The information required by Item 11 will be included in our Proxy Statement for the [removed: 2024] [added: 2025] Annual General Meeting of Shareholders under the headings “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation [added: and Talent] Committee Report,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April [removed: 26, 2024.][added: 25, 2025.]

The information required by Item 12 will be included in our Proxy Statement for the [removed: 2024] [added: 2025] Annual General Meeting of Shareholders under the headings “Share Ownership Information — Significant Shareholders,” “Share Ownership Information — Beneficial Ownership of Management,” and “Executive Compensation — Equity Compensation Plan Information,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April [removed: 26, 2024.][added: 25, 2025.]

The information required by Item 13 will be included in our Proxy Statement for the [removed: 2024] [added: 2025] Annual General Meeting of Shareholders under the headings “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and Other Matters,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April [removed: 26, 2024.][added: 25, 2025.]

The information required by Item 14 will be included in our Proxy Statement for the [removed: 2024] [added: 2025] Annual General Meeting of Shareholders under the headings “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit Fees,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April [removed: 26, 2024.][added: 25, 2025.]

| | | | Schedule II. Valuation and Qualifying Accounts — fiscal years ended April [added: 25, 2025, April] 26, 2024, [removed: April 28, 2023,] and April [removed: 29, 2022.] [added: 28, 2023.] | | |

| Fiscal year ended April 26, 2024 | | | [removed: $ |] 176 | | | | | [removed: $] | 90 | | | | | [removed: $] | — | | | | | [removed: $] | (93) | | [removed: (a)] | [added: (a)] | | [removed: $] | 173 | | [added: |]

| Fiscal year ended April 26, 2024 | | | [removed: $ |] 11,311 | | | | | [removed: $] | 1,522 | | | | | [removed: $] | 3 | | [removed: (b)] | [added: (b)] | | [removed: $] | (108) | | [removed: (c)] | [added: (c)] | | [removed: $] | 13,271 | | [added: |]

| | | | 3.1 | | | | | | [Certificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515020681/d859999dex31.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515020681/d859999dex31.htm)] | | | | | |

| | | | 3.2 | | | | | | [Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit 3.2 to Medtronic plc’s Registration Statement on Form S-3, filed on February 6, 2017, File No. [removed: 333-215895).](http://www.sec.gov/Archives/edgar/data/64670/000119312517030983/d338710dex32.htm)] [added: 333-215895).](https://www.sec.gov/Archives/edgar/data/64670/000119312517030983/d338710dex32.htm)] | | | | | |

| | | | 4.1 | | | | | | [Form of Indenture between Medtronic, Inc. and Wells Fargo Bank, National Association regarding 2009 offering (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Registration Statement on Form S-3, filed on March 9, 2009, File No. [removed: 333-157777).](http://www.sec.gov/Archives/edgar/data/64670/000095013709001623/c49806exv4w1.htm)] [added: 333-157777).](https://www.sec.gov/Archives/edgar/data/64670/000095013709001623/c49806exv4w1.htm)] | | | | | |

| | | | 4.2 | | | | | | [First Supplemental Indenture, dated March 12, 2009, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 12, 2009, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095013709001761/c50013exv4w1.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000095013709001761/c50013exv4w1.htm)] | | | | | |

| | | | 4.3 | | | | | | [Second Supplemental Indenture, dated March 16, 2010, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 16, 2010, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095012310025103/c56981exv4w1.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000095012310025103/c56981exv4w1.htm)] | | | | | |

| | | | 4.4 | | | | | | [Third Supplemental Indenture, dated March 15, 2011, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current report on Form 8-K, filed on March 16, 2011, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000095012311025816/c63508exv4w1.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000095012311025816/c63508exv4w1.htm)] | | | | | |

| | | | 4.5 | | | | | | [Fourth Supplemental Indenture, dated March 19, 2012, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 20, 2012, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312512123407/d318842dex42.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312512123407/d318842dex42.htm)] | | | | | |

| | | | 4.6 | | | | | | [Fifth Supplemental Indenture, dated March 26, 2013, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 26, 2013, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312513126071/d508677dex41.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312513126071/d508677dex41.htm)] | | | | | |

| | | | 4.7 | | | | | | [Sixth Supplemental Indenture, dated February 27, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Form of Global Note thereof) (incorporated by reference to Exhibit 4.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on February 27, 2014, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312514072613/d684319dex42.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514072613/d684319dex42.htm)] | | | | | |

| | | | 4.8 | | | | | | [Seventh Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic, Inc., Medtronic Global Holdings S.C.A. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex42.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex42.htm)] | | | | | |

| | | | 4.9 | | | | | | [Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10, 2014, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex41.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex41.htm)] | | | | | |

| | | | 4.10 | | | | | | [First Supplemental Indenture, dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association (including Form of Floating Rate Senior Notes due 2020, Form of 1.500% Senior Notes due 2018, Form of 2.500% Senior Notes due 2020, Form of 3.150% Senior Notes due 2022, Form of 3.500% Senior Notes due 2025, Form of 4.375% Senior Notes due 2035 and Form of 4.625% Senior Notes due 2045) (incorporated by reference to Exhibit 4.2 of Medtronic, Inc.’s Current Report on Form 8-K filed with the Commission on December 10, 2014, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex42.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex42.htm)] | | | | | |

| | | | 4.11 | | | | | | [Second Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.3 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex43.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex43.htm)] | | | | | |

| | | | 4.12 | | | | | | [Third Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic Global Holdings S.C.A. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex44.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex44.htm)] | | | | | |

| | | | 4.15 | | | | | | [Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(a) to Covidien plc’s Current Report on Form 8-K filed on October 22, 2007, File No. [removed: 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41a.htm)] [added: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41a.htm)] | | | | | |

| | | | 4.16 | | | | | | [Fourth Supplemental Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(e) to Covidien plc’s Current Report on Form 8-K filed on October 22, 2007, File No. [removed: 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41e.htm)] [added: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41e.htm)] | | | | | |

| | | | 4.17 | | | | | | [Fifth Supplemental Indenture, dated as of June 4, 2009, by and among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K12G3 filed on June 5, 2009, File No. [removed: 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312509125706/dex41.htm)] [added: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312509125706/dex41.htm)] | | | | | |

| | | | 4.18 | | | | | | [Sixth Supplemental Indenture, dated as of June 28, 2010, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on June 28, 2010, File No. [removed: 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312510148405/dex41.htm)] [added: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312510148405/dex41.htm)] | | | | | |

| | | | 4.19 | | | | | | [Seventh Supplemental Indenture, dated as of May 30, 2012, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on May 30, 2012, File No. [removed: 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312512253576/d359452dex41.htm)] [added: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312512253576/d359452dex41.htm)] | | | | | |

| | | | 4.20 | | | | | | [Eighth Supplemental Indenture, dated as of May 16, 2013, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on May 16, 2013, File No. [removed: 001-33259).](http://www.sec.gov/Archives/edgar/data/1385187/000119312513224369/d540273dex41.htm)] [added: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312513224369/d540273dex41.htm)] | | | | | |

| | | | 4.21 | | | | | | [Ninth Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Covidien public limited company, Covidien International Finance S.A., Covidien Ltd. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.5 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex45.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex45.htm)] | | | | | |

| | | | 4.22 | | | | | | [Senior Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex41.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex41.htm)] | | | | | |

| | | | 4.23 | | | | | | [First Supplemental Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex42.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex42.htm)] | | | | | |

| | | | 4.24 | | | | | | [Second Supplemental Indenture, dated as of March 7, 2019, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., Wells Fargo Bank, N.A., and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 7, 2019, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312519066295/d710754dex41.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312519066295/d710754dex41.htm)] | | | | | |

| | | | #4.30 | | | | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310324000072/mdt-202410kxex430.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510kxex430.htm).] | | | | | |

| | | | 10.1 | | | | | | [Amended and Restated Credit Agreement, dated as of December 12, 2018, by and among Medtronic Global Holdings, SCA, certain subsidiaries named therein, Medtronic, Inc., Medtronic PLC, the lenders from time to time party thereto, and Bank of America, N.A. as Administration Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on December 13, 2018, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312518348880/d672316dex101.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312518348880/d672316dex101.htm)] | | | | | |

| | | | 10.3 | | | | | | [Term Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by reference to Exhibit [removed: 10.1] [added: 10.](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000016/exhibit1001termloanagr.htm)[0](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000016/exhibit1001termloanagr.htm)[1] to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310320000016/exhibit1001termloanagr.htm) | | | | | |

| | | | 10.5 | | | | | | [Form of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex101.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex101.htm)] | | | | | |

| | | | 10.6 | | | | | | [Form of Indemnification Agreement (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex102.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex102.htm)] | | | | | |

| | | | *10.7 | | | | | | [Change of Control Severance Plan - Section 16B Officers (as amended and restated as of January 26, 2015) (incorporated by reference to Exhibit 10.14 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515020690/d858587dex1014.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515020690/d858587dex1014.htm)] | | | | | |

| | | | *10.8 | | | | | | [Letter Agreement by and between Medtronic, Inc. and [removed: Karen Parkhill] [added: Ivan K. Fong] dated [removed: May 2, 2016] [added: November 19, 2021] (incorporated by reference to Exhibit 10.1 to Medtronic, plc’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed on [removed: May 4, 2016, File No. 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312516576336/d184885dex101.htm)] [added: September 1, 2022).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001613103/000161310322000046/mdt-20220729.htm)] | | | | | |

| | | | *10.9 | | | | | | [Letter Agreement by and between Medtronic, Inc. and [removed: Ivan K. Fong] [added: Thierry Piéton] dated [removed: November 19, 2021 (incorporated] [added: December 24, 2024 (incorporate] by reference to Exhibit 10.1 to Medtronic, [removed: plc’s] [added: plc's] Quarterly Report on Form 10-Q, filed on [removed: September 1, 2022).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001613103/000161310322000046/mdt-20220729.htm)] [added: February 25, 2025).](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000022/ex101-letteragreementbyand.htm)] | | | | | |

| | | | [removed: *10.11] [added: *10.49] | | | | | | [Form of [removed: Offer Letter Amendment] [added: Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.49] to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000161310315000008/mdtplc-2015q3xex1025.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310315000008/mdtplc-2015q3xex1049.htm)] | | | | | |

| | | | [removed: *10.12] [added: *10.11] | | | | | | [1998 Outside Director Stock Compensation Plan (as amended and restated effective as of January 1, 2008) (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2008, filed on, filed on March 4, 2008, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000089710108000478/medtronic080932_ex10-3.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000089710108000478/medtronic080932_ex10-3.htm)] | | | | | |

| | | | [removed: *10.13] [added: *10.12] | | | | | | [Amendment to the 1998 Outside Director Stock Compensation Plan (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021907/d858587dex102.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021907/d858587dex102.htm)] | | | | | |

| | | | [removed: *10.14] [added: *10.13] | | | | | | [2003 Long-Term Incentive Plan (as amended and restated effective January 1, 2008) (incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2008, filed on March 4, 2008, File No. [removed: 001-07707).](http://www.sec.gov/Archives/edgar/data/64670/000089710108000478/medtronic080932_ex10-4.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000089710108000478/medtronic080932_ex10-4.htm)] | | | | | |

| | | | [removed: *10.15] [added: *10.14] | | | | | | [Amendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. [removed: 001-36820).](http://www.sec.gov/Archives/edgar/data/1613103/000119312515021907/d858587dex103.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021907/d858587dex103.htm)] | | | | | |

| Fiscal year ended April 25, 2025 | | | $ | 173 | | | | | $ | 123 | | | | | $ | — | | | | | $ | (97) | | (a) | | | $ | 199 | |

| Fiscal year ended April 25, 2025 | | | $ | 13,271 | | | | | $ | 151 | | | | | $ | 9 | | (d) | | | $ | (195) | | (c) | | | $ | 12,668 | |

| | | | | | | | | | | | | | | | | | | | | | (567) | | | (e) | | | | | |

| | | | #10.81 | | | | | | [Medtronic Nonqualified Retirement Plan Supplement](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510xkxex1081.htm) [(as amended and restated effective](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510xkxex1081.htm) [](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510xkxex1081.htm)[March 3](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510xkxex1081.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510xkxex1081.htm)[5](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-202510xkxex1081.htm)) | | | | | |

| Fiscal year ended April 29, 2022 | | | 241 | | | | | | 58 | | | | | | — | | | | | | (69) | | | (a) | | | 230 | | |

| Fiscal year ended April 29, 2022 | | | 5,822 | | | | | | 884 | | | | | | (19) | | | (d) | | | (103) | | | (c) | | | 6,583 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | *10.79 | | | | | | [Non-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex104.htm) | | | | | |

| | | | *10.80 | | | | | | [Restricted Stock Unit Award Agreement for awards vesting 100% on the third anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex105.htm) | | | | | |

| | | | *10.81 | | | | | | [Restricted Stock Unit Award Agreement for awards vesting ratably on the first, second, third, and fourth anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000161310322000011/mdt-2022q310qxex106.htm) | | | | | |

| | | | 10.84 | | | | | | [Amendment No. 2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2020 (incorporated by reference to Exhibit 10.85 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File No. 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001613103/000161310323000040/mdt-20230428.htm) | | | | | |

| | | | 10.85 | | | | | | [Medtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023 (incorporated by reference to Exhibit 10.86 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File No. 001-36820)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001613103/000161310323000040/mdt-20230428.htm) | | | | | |

| | | | *10.86 | | | | | | [Performance Share Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1613103/000161310323000128/mdt-20230728.htm) | | | | | |

| | | | *10.87 | | | | | | [Restricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1613103/000161310323000128/mdt-20230728.htm) | | | | | |

| | | | *10.88 | | | | | | [Restricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1613103/000161310323000128/mdt-20230728.htm) | | | | | |

| | | | *10.89 | | | | | | [Non-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No. 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1613103/000161310323000128/mdt-20230728.htm) | | | | | |

| | | | *10.90 | | | | | | [Medtronic plc 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K filed on October 23, 2023, File No. 001-36820).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1613103/000161310323000128/mdt-20230728.htm) | | | | | |

| Dated: June 20, [removed: 2024] [added: 2025] | | | By: | | | /s/ Geoffrey S. Martha | | |

| | | | | | | [removed: Senior Vice] [added: Vice] President, Global Controller and Chief Accounting Officer | | |

| Dated: June 20, [removed: 2024] [added: 2025] | | | By: | | | /s/ Ivan K. Fong | | |

| Dated: June 20, 2025 | | | By: | | | /s/ Geoffrey S. Martha | | |

| Dated: June 20, 2025 | | | By: | | | /s/ Thierry Piéton | | |

| | | | | | | Thierry Piéton | | |

| Dated: June 20, 2025 | | | By: | | | /s/ Denise L. Blomquist | | |

| | | | | | | Denise L. Blomquist | | |

| Dated: June 20, 2024 | | | By: | | | /s/ Karen L. Parkhill | | |

| | | | | | | Karen L. Parkhill | | |

| Dated: June 20, 2024 | | | By: | | | /s/ Jennifer M. Kirk | | |

| | | | | | | Jennifer M. Kirk | | |

| | | | | | | Denise M. O’Leary* | | |