Medtronic (MDT) 10-K risk factor changes: FY2026 vs FY2025

Furthermore, additional risks and [removed: uncertainty] [added: uncertainties] not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

[removed: In the] [added: Our] product lines [removed: in which we compete, we] face a [removed: range] [added: mix] of competitors [added: ranging] from large companies with multiple business lines to small, specialized manufacturers that offer a limited selection of niche products.

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

[removed: In addition, we] [added: We also] face competition from providers of alternative medical therapies, such as pharmaceutical companies, including those producing GLP-1s.

In addition, academic institutions, governmental agencies and other public and private research organizations [removed: also] may conduct research, seek patent protection and establish collaborative arrangements for discovery, research, clinical development and marketing of products similar to ours.

From time to [removed: time] [added: time,] we have lost, and may in the future lose, market share in connection with product problems, physician advisories, safety [removed: alerts and] [added: alerts,] publications about our products, [added: or the introduction of competing technologies perceived to offer improved clinical, workflow, or economic outcomes,] which highlights the importance of product quality, product efficacy and quality systems to our business.

In the current environment of managed care, consolidation among healthcare providers, increased competition, [removed: declining reimbursement rates, and national] [added: site of service shifts, government efforts to control healthcare costs,] and [removed: provincial tender pricing, as recently experienced in China,] competitively priced product offerings are essential to our success.

Our success depends on our ability to differentiate our [removed: product] [added: products] and [removed: keep pace with] [added: successfully execute and scale] emerging technologies.

[removed: In order to continue to compete effectively, we] [added: 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 successfully manufacture and market our [removed: products.][added: products, including at a scale and pace required to support sustained growth across our business.]

For example, data science, machine learning and AI are all impacting our products and operations and the competitive landscape in which we operate, and the application of these technologies is rapidly evolving at the same time as new laws and regulations [removed: of] [added: governing] AI are being developed in jurisdictions around the world.

Given these factors, we cannot guarantee that we will be able to compete [removed: effectively or continue our level of success.]

Additionally, many regulatory agencies are imposing new and evolving regulatory requirements [removed: on] [added: related to the] safe use of chemicals, including ethylene oxides (EtOs) and polyfluoroalkyl substances (PFAS), and their potential impact on health and the [removed: environment] [added: environment,] which also may impact supply constraints.

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

Other disruptions in the manufacturing process or product sales, trade and fulfillment systems for any reason, including infrastructure, information and equipment malfunction, [added: including due to cyber attacks,] failure to follow specific protocols and procedures, supplier or Company facility shut-downs, defective raw materials, labor shortages, natural disasters such as hurricanes, tornadoes, earthquakes, or wildfires, property damage or facility closures from riots or public protests, and other environmental factors and the impact of epidemics, pandemics, or other public health crises, and actions by businesses, communities and governments in response, could lead to launch delays, product shortages, unanticipated costs, lost revenues and damage to our reputation.

[removed: Public health crises may continue to have an adverse impact on certain aspects of] our Company and business, including the demand for and supply of certain of our products, operations, supply chains and distribution systems, and our ability to generate cash flow.

We rely on these professionals to provide us with considerable knowledge and [removed: experience] [added: insight] regarding the development, marketing and sale of our products.

If we are unable to maintain strong [added: working] relationships with these professionals, the development and marketing of our products could suffer, which could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

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

Failure to [added: identify, execute, and] integrate acquired businesses into our operations successfully, or challenges related to the Company's strategic initiatives, including divestitures and third-party funding arrangements, as well as liabilities or claims relating to such acquired businesses, divestitures, or arrangements could adversely affect our business.

As part of our strategy to develop and identify new products and technologies and optimize our portfolio of products, we have made several significant acquisitions, divestitures and third-party research and development funding arrangements in recent years, and may make additional acquisitions, divestitures and [added: funding] arrangements in the future.

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

[removed: Further, acquired] [added: Acquired] businesses may have liabilities, or be subject to claims, litigation or [removed: investigations] [added: investigations, including matters related to historical operations or corporate separations,] that we did not anticipate or which exceed our estimates at the time of the acquisition.

- our ability to retain key employees, [removed: and]

In addition, the potential exists that expected strategic benefits from any planned or completed divestiture, including [removed: our recently announced intention to separate] [added: the ongoing separation of] our Diabetes [removed: business] [added: 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 service, or other agreements that have or may be executed as part of a divestiture.

Our medical devices and technologies, as well as our business activities, are subject to a complex set of regulations and rigorous enforcement, including by the U.S. FDA, U.S. Department of Justice, Health and Human Services Office of the Inspector General, and numerous other federal, state, and non-U.S. governmental [removed: authorities.][added: authorities in the countries where we operate.]

To varying degrees, each of these agencies requires us to comply with laws and regulations governing the development, testing, manufacturing, labeling, marketing and distribution of our [removed: products.][added: products, including with respect to product safety and quality, marketing and promotional practices, reimbursement and healthcare fraud and abuse, data privacy, and competition and antitrust compliance.]

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 [removed: or delays] with a variety of study designs, patient populations, and trial endpoints.

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

For instance, many of our facilities and procedures, and those of our suppliers, [added: contract manufacturers, and other third-party vendors,] are 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, observations on the U.S. FDA’s Form 483, warning letters, or other forms of enforcement, such as a consent [removed: decree.][added: decree, issued to us or to third parties on which we rely for the development, manufacture, sterilization, or supply of our products or materials.]

[removed: If] [added: Additionally, 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 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.

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

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 [removed: low- risk] [added: low-risk] devices.

Our failure to comply with laws and regulations relating to reimbursement of healthcare goods and [removed: services] [added: services, or changes to such laws, coverage policies, and payment practices,] may subject us to penalties and adversely impact [added: demand,] our reputation, business, results of operations, financial condition, and cash flows.

Our devices, [removed: products] [added: products,] and therapies are purchased principally by hospitals or physicians that typically bill various third-party payors, such as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans, for the healthcare services provided to their patients.

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.

[removed: As a result, our] [added: Our] devices, [removed: products] [added: products,] and therapies are subject to regulation regarding quality and cost by HHS, including the Centers for Medicare & Medicaid Services (CMS), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of health care goods and services, including laws and regulations related to fair competition, kickbacks, false claims, self-referrals and healthcare fraud.

Any failure to comply with these laws and regulations could subject us or our officers and employees to criminal [removed: and] [added: and/or] civil financial penalties.

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

Implementation of further legislative or administrative reforms to these reimbursement systems, or adverse decisions relating to coverage of or reimbursement for our products by administrators of these systems, [removed: could have an impact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.]

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In addition to competition from individual products or companies, rapid technological change may drive shifts in standards of care, physician preferences, purchasing decisions, or site of service dynamics more quickly than anticipated, including the growth of ASCs.

New or alternative technologies, therapies, or treatment modalities may disrupt existing procedures or reduce demand for device‑based therapies, including in markets where we currently have leading positions.

Our ability to compete effectively will depend on our ability to anticipate, respond to, and successfully navigate these market transitions while continuing to support and grow our existing product lines.

Government‑driven pricing and procurement mechanisms, including national and provincial tender pricing programs such as volume‑based procurement initiatives in China, may require significant price concessions and constrain our ability to compete on factors other than price.

In addition, in some markets, pricing control mechanisms may also include retrospective payment adjustments or clawback arrangements, which could require us to refund previously received amounts or reduce future payments.

These factors could adversely affect revenue, margins, and competitive positioning in impacted markets.

Our ability to compete effectively also depends on our ability to successfully execute the development, regulatory approval process, manufacturing scale‑up, and market adoption of multiple differentiated products and technology platforms concurrently across different therapeutic, diagnostic, and geographic markets.

The scope, complexity, and timing of executing these initiatives increase the risk of delays, cost overruns, supply chain readiness challenges, resource constraints, or inconsistencies in execution.

If we are unable to execute effectively across these initiatives, or if one or more major product launches underperforms expectations, our growth, competitive position, and financial results could be materially adversely affected.

If we are unable to effectively integrate, scale, or apply AI and digital technologies across our products and operations at a pace comparable to competitors or new market entrants, we could experience reduced competitiveness, slower growth, or loss of market share.

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effectively or continue our level of success, and failures in execution, delays in adoption, or the inability to integrate new technologies effectively could have an outsized impact on our business, results of operations, financial condition, and cash flows.

Our integration of the operations of acquired businesses, or a

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In addition, the cumulative effect of simultaneously executing multiple transactions may increase operational complexity, strain management and organizational resources, and heighten execution and timing risks.

Our ability to realize the anticipated benefits of acquisitions depends not only on the successful integration of acquired businesses, but also on our ability to identify appropriate acquisition targets, evaluate their strategic fit and long‑term value, accurately assess risks and liabilities, and negotiate and complete transactions on acceptable terms.

- the ability to obtain approval or clearance for the products of any businesses we acquire, or to effectively integrate the products or technologies of those businesses into existing or planned product lines, including due to tariffs or other regulatory hurdles, and

These effects, combined with transaction costs, separation‑related expenses, and potential delays in realizing anticipated synergies or strategic benefits, may place pressure on earnings or cash flows and limit our ability to allocate capital as planned.

Challenges associated with executing these transactions may materially adversely affect our business, results of operations, financial condition, and cash flows.

Public health crises may continue to have an adverse impact on certain aspects of

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Alleged or actual violations of such laws in any jurisdiction could result in investigations, litigation, fines, damages, injunctions, or required changes to our business practices.

Regulatory enforcement actions directed at such third parties may limit or disrupt our ability to manufacture, distribute, or sell affected products, even if Medtronic is not the direct subject of the enforcement action.

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Coverage decisions, utilization management programs (e.g., prior authorization), and variability in payment policies may affect physician adoption, hospital purchasing decisions, procedure volumes, and patient access, even where reimbursement is available.

Additionally, differences in coverage, payment rates, or site of service incentives across payors or geographies may result in uneven or delayed adoption of our devices, products, and therapies.

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could delay or reduce adoption, limit utilization, or otherwise have an impact on the acceptance of and demand for our products and the prices that our customers are willing to pay for them.

We are subject to litigation, claims, investigations, and regulatory proceedings, which are inherently unpredictable and could materially adversely affect our business, results of operations, financial condition, and cash flows.

We are, and may in the future be, involved in litigation, claims, disputes, and regulatory or administrative proceedings arising out of the ordinary course of our business, including product liability claims, commercial and contractual disputes, intellectual property disputes, tax litigation, securities and shareholder litigation, employment‑related matters, environmental matters, competition matters, and other legal matters.

We are also subject to potential governmental investigations and enforcement actions, including civil, criminal, or administrative proceedings, in the U.S. and other jurisdictions.

Such matters are inherently uncertain and may be protracted, costly, complex, and disruptive to our operations.

Moreover, the environment in which litigation arises continues to evolve, including through the increased availability of third‑party litigation funding and other mechanisms that may facilitate or incentivize the initiation or continuation of claims.

These developments may contribute to an increase in

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the frequency, scope, or duration of litigation, including claims that may lack merit, and could result in higher defense costs and greater uncertainty, regardless of the ultimate outcome.

The outcome of any particular matter is difficult to predict, and adverse outcomes remain possible even where we believe we have meritorious defenses.

The defense and resolution of legal matters may also divert management time and resources, increase costs, harm our reputation, or impair relationships with customers, suppliers, healthcare professionals, or regulators.

In addition, claims may be asserted against us in the future based on new theories of liability or changes in applicable laws or regulations, including as a result of evolving interpretations by courts or regulators.

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

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tariffs, could adversely impact our supply.

For example, in the past we were adversely impacted by the global COVID-19 pandemic, and may in the future be adversely impacted by other pandemics and the related responses of governments and of our partners, including suppliers, manufacturers, distributors and other businesses.

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

Our failure to manage and coordinate the growth of acquired companies successfully could also have an adverse impact on our business.

Competitors also may

If our information technology systems, products or services or sensitive data are compromised, there are many consequences that could result.

chemical constituents in medical products and end-of-life disposal and take-back programs for medical devices.

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

Oral argument for the Appeal occurred in May 2025.

Future potential changes to the U.S. tax laws could result in us being treated as a U.S. corporation for U.S. federal tax purposes, and the IRS may not agree with the conclusion that we should be treated as a foreign corporation for U.S. federal income tax purposes.

Because Medtronic plc is organized under the laws of Ireland, we would generally be classified as a foreign corporation under the general rule that a corporation is considered tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes.

Even so, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the Code).

In addition, a retroactive change to U.S. tax laws in this area could change this classification.

If we were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation.

Legislative or other governmental action relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business.

Various U.S. federal and state legislative proposals that would deny governmental contracts to U.S. companies that move their corporate location abroad may affect us.

We are unable to predict the likelihood that, or final form in which, any such proposed legislation might become law, the nature of the regulations that may be promulgated under any future legislative enactments, or the effect such enactments and increased regulatory scrutiny may have on our business.

We are incorporated in Ireland, and Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.

Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in the U.S.

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

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.

Additional sanctions, export restrictions, and potential countermeasures within Russia, along with geopolitical shifts in Asia and disruptions relating to Israel's conflict in Gaza, may lead to greater uncertainty that could cause additional adverse impacts on global supply chains and our business, results of operations, financial condition, and cash flows.

More generally, several governments including the U.S. have raised the possibility of policies to induce “re-shoring” of supply chains, less reliance on imported supplies, and greater national production.

Examples include potential “Buy America” requirements in the U.S. If such steps triggered retaliation in other markets restricting access to foreign products in purchases by their government-owned healthcare systems, the result could be a significant impact on Medtronic.

negotiate price concessions.

The discussion focuses on our financial results for the fiscal year ended April [removed: 25, 2025] [added: 24, 2026] (fiscal year [removed: 2025)] [added: 2026)] and the fiscal year ended April [removed: 26, 2024] [added: 25, 2025] (fiscal year [removed: 2024).][added: 2025).]

A discussion on our results of operations for fiscal year [removed: 2024] [added: 2025] as compared to the [added: fiscal] year ended April [removed: 28, 2023] [added: 26, 2024] (fiscal year [removed: 2023)] [added: 2024)] 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: 26, 2024,] [added: 25, 2025,] filed with the SEC on June 20, [removed: 2024,] [added: 2025,] 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: 25, 2025] [added: 24, 2026] and April [removed: 26, 2024] [added: 25, 2025] and for fiscal years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] which are presented within "Item 8.

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

Amounts reported in millions within this annual report are computed based on the [removed: amounts in thousands,] [added: actual amounts,] and therefore, the sum of the components may not equal the total amount reported in millions due to rounding.

These financial measures are considered [removed: "non-GAAP] [added: non-GAAP] financial [removed: measures"] [added: measures] and are intended to supplement, and should not be considered as superior to, financial measures presented in accordance with U.S. GAAP.

As presented in the [removed: GAAP] [added: "GAAP] to Non-GAAP [removed: Reconciliations] [added: Reconciliations"] section on the following pages, our non-GAAP financial measures exclude the impact of amortization of intangible assets and certain charges or benefits that contribute to or reduce earnings and that may affect financial trends and include certain charges or benefits that result from transactions or events that we believe may or may not recur with similar materiality or impact to our operations in future periods [removed: (Non-GAAP Adjustments).][added: (non-GAAP adjustments).]

Because the effective rate can be significantly impacted by the [removed: Non-GAAP Adjustments] [added: non-GAAP adjustments] that take place during the period, we often refer to our tax rate using both the effective rate and the non-GAAP nominal tax [removed: rate (Non-GAAP Nominal Tax Rate).][added: rate.]

The following is a summary of revenue, diluted earnings per share, and operating cash flow for fiscal years [removed: 2025] [added: 2026] and [removed: 2024:][added: 2025:]

[removed: ][added: ]

The tables below present reconciliations of our [removed: Non-GAAP] [added: non-GAAP] financial measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP for fiscal years [removed: 2025] [added: 2026] and [removed: 2024.][added: 2025.]

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

| Amortization of intangible [removed: assets (1)] [added: assets(1)] | | | 1,807 | | | | | | 335 | | | | | | 1,471 | | | | | | 1.14 | | | | | | 18.5 | | |

| Restructuring and associated [removed: costs (2)] [added: costs(2)] | | | 303 | | | | | | 65 | | | | | | 238 | | | | | | 0.18 | | | | | | 21.5 | | |

| Acquisition and divestiture-related [removed: items (3)] [added: items(3)] | | | 124 | | | | | | 23 | | | | | | 101 | | | | | | 0.08 | | | | | | 18.5 | | |

| (Gain)/loss on minority [removed: investments (4)] [added: investments(4)] | | | 213 | | | | | | 26 | | | | | | 185 | | | | | | 0.14 | | | | | | 12.2 | | |

| Medical device [removed: regulations (5)] [added: regulations(7)] | | | 52 | | | | | | 10 | | | | | | 42 | | | | | | 0.03 | | | | | | 19.2 | | |

| [removed: Other (6)] [added: Other(5)] | | | 90 | | | | | | 20 | | | | | | 70 | | | | | | 0.05 | | | | | | 22.2 | | |

| Certain tax adjustments, [removed: net (7)] [added: net(6)] | | | — | | | | | | (62) | | | | | | 62 | | | | | | 0.05 | | | | | | — | | |

| Certain litigation charges, net | | | [removed: 149 | | | | | | 31 | | | | | | 118 | | | | | | 0.09] [added: 113] | | | | | | [removed: 20.8] [added: 317] | | |

| Certain tax adjustments, [removed: net (9)] [added: net(6)] | | | — | | | | | | [removed: (299)] [added: (260)] | | | | | | [removed: 299] [added: 260] | | | | | | [removed: 0.22] [added: 0.20] | | | | | | — | | |

(1)The Company recognized [added: $121 million and] $151 million of accelerated amortization on certain intangible assets [removed: related to product line exits] within the Cardiovascular [removed: Portfolio.][added: Portfolio for fiscal years 2026 and 2025, respectively.]

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

[removed: (5)The] [added: (7)The] charges represent incremental costs of complying with the new European Union [added: (E.U.)] medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

We consider these costs to be duplicative of previously incurred costs and/or one-time [removed: costs, which are limited to a specific time period.][added: costs.]

[removed: (6)Reflects] [added: (5)Reflects adjustments to] the [removed: recognition of incremental] [added: Company's] Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court [removed: of Italy relating to] [added: and the Legislative Decree published by the Italian government on June 30, 2025 for] certain prior years since 2015.

[removed: (7)Primarily relates to] [added: The charges for fiscal year 2025 primarily includes] amortization of previously established deferred tax assets from intercompany intellectual property transactions.

| (in millions) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | |

| Net cash provided by operating activities | | | $ | [removed: 7,044] [added: 7,330] | | | | | $ | [removed: 6,787] [added: 7,044] | |

| Additions to property, plant, and equipment | | | [removed: (1,859)] [added: (1,904)] | | | | | | [removed: (1,587)] [added: (1,859)] | | |

| [removed: Free] [added: Free] cash [removed: flow] [added: flow] | | | $ | [removed: 5,185] [added: 5,426] | | | | | $ | [removed: 5,200] [added: 5,185] | |

Refer to the [removed: Summary] [added: "Summary] of Cash [removed: Flows] [added: Flows"] section for drivers of the change in cash provided by operating activities.

[removed: During and subsequent to the reporting period, the] [added: The] U.S., China, and other jurisdictions [added: have recently] imposed or proposed additional tariffs on imported goods.

The financial impact of the conflict in fiscal year [removed: 2025,] [added: 2026,] including on accounts receivable and inventory reserves, was not material.

For fiscal year [removed: 2025,] [added: 2026,] the business of the Company in these countries represented less than 1% of the Company's consolidated revenues and assets.

- Although the long-term implications of Israel's conflict are difficult to predict at this time, the financial and operational impact of the conflict in fiscal year [removed: 2025,] [added: 2026,] including on accounts receivable and inventory reserves, was not material.

As of April [removed: 25, 2025,] [added: 24, 2026,] the Company had 6 facilities and approximately [removed: 1,500] [added: 1,200] employees in Israel.

For fiscal year [removed: 2025,] [added: 2026,] the business of the Company in Israel represented less than 1% of the Company's consolidated revenues and assets.

The charts below illustrate the percent of net sales by [removed: segment] [added: business] for fiscal years [removed: 2025] [added: 2026] and [removed: 2024:][added: 2025:]

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| GAAP | | | $ | 6,136 | | | | | $ | 1,299 | | | | | $ | 4,801 | | | | | $ | 3.73 | | | | | 21.2 | | % |

| Amortization of intangible assets(1) | | | 1,772 | | | | | | 329 | | | | | | 1,444 | | | | | | 1.12 | | | | | | 18.6 | | |

| Restructuring and associated costs(2) | | | 370 | | | | | | 80 | | | | | | 290 | | | | | | 0.23 | | | | | | 21.6 | | |

| Acquisition and divestiture-related items(3) | | | 173 | | | | | | 37 | | | | | | 137 | | | | | | 0.11 | | | | | | 21.4 | | |

| (Gain)/loss on minority investments(4) | | | 131 | | | | | | — | | | | | | 130 | | | | | | 0.10 | | | | | | — | | |

| Other(5) | | | (39) | | | | | | (8) | | | | | | (30) | | | | | | (0.02) | | | | | | 20.5 | | |

| Non-GAAP | | | $ | 8,656 | | | | | $ | 1,499 | | | | | $ | 7,120 | | | | | $ | 5.53 | | | | | 17.3 | | % |

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

(2)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

Exit of business-related charges primarily relate to the impending separation of the Diabetes Business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(6)The net charges for fiscal year 2026 primarily relates to the impact of an intercompany sale of intellectual property, the net tax charge as a result of the separation of the Diabetes Business and amortization of previously established deferred tax assets arising from intercompany intellectual property transactions, which were partially offset by a tax benefit recognized due to a change in estimate of accrued interest on uncertain tax positions.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

Based on current rates as of June 3, 2026, we estimate the pre-tax net tariff impact to be $250 million in fiscal year 2027, excluding any considerations of government refunds.

On February 20, 2026, the U.S. Supreme Court ruled that President Trump's tariff policies under the International Emergency Economic Powers Act ("IEEPA") are unconstitutional.

As a result of this ruling, the U.S. Court of International Trade issued an order directing the U.S. Customs and Border Protection ("CBP") agency to begin formalizing a process for refunds.

On April 20, 2026, the CBP launched an online portal that can be used to submit IEEPA tariff refund requests.

All requests will be reviewed by the CBP to determine validity prior to the issuance of refunds.

We continue to monitor the situation and the impact to our results of operations.

- Ongoing conflict in the Middle East may continue to disrupt global supply chains and contribute to higher energy, fuel, and transportation costs.

Continued instability in the region may further increase costs and create operational challenges.

- The planned exit of certain businesses, including our Diabetes Business, may involve separation activities, costs, and risks associated with transitioning operations, arrangements, and infrastructure.

The timing and execution of these activities, as well as any related disposition steps, could affect our future results and financial condition.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

Starting in the fourth quarter of fiscal year 2026, the Diabetes Business is no longer considered a reportable segment.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

| Reportable segment net sales | | | 17,088 | | | | | | 16,181 | | | | | | 6 | | | | | | 15,991 | | | | | | 14,553 | | | | | | 10 | | |

(2)Reflects adjustments to the Company's Italian payback accruals as further described below.

(3)Not meaningful (NM)

The increase in net sales for fiscal year 2026 was driven primarily by growth in most businesses, as further described in the business sections below.

For fiscal year 2026, the impact of the Italian payback adjustment was an increase to net sales of $39 million as compared to a decrease in net sales of $90 million in fiscal year 2025.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

of 12 percent as compared to fiscal year 2025.

Net sales growth was also due to increases within Cardiac Rhythm Management, driven by growth in Micra leadless pacemakers, Aurora extravascular implantable cardioverter defibrillator (EV-ICD) system, and SelectSecure 3830 lead.

The net sales increase was partially offset by declines in coronary stents.

- Continued growth and market acceptance of Affera Sphere-360 pulsed field ablation single-shot catheter.

The catheter received CE Mark in January 2026.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

The U.S. Centers for Medicare and Medicaid Services (CMS) finalized National Coverage Determination in October 2025.

- Market acceptance and growth of the Penditure LAA Exclusion System.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

| | | | Fiscal year ended April 26, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| GAAP | | | $ | 4,837 | | | | | $ | 1,133 | | | | | $ | 3,676 | | | | | $ | 2.76 | | | | | 23.4 | | % |

| Amortization of intangible assets | | | 1,693 | | | | | | 258 | | | | | | 1,435 | | | | | | 1.08 | | | | | | 15.2 | | |

| Restructuring and associated costs (2) | | | 389 | | | | | | 66 | | | | | | 323 | | | | | | 0.24 | | | | | | 17.0 | | |

| Acquisition and divestiture-related items (8) | | | 777 | | | | | | 113 | | | | | | 664 | | | | | | 0.50 | | | | | | 14.5 | | |

| (Gain)/loss on minority investments (4) | | | 308 | | | | | | 2 | | | | | | 305 | | | | | | 0.23 | | | | | | 0.6 | | |

| Medical device regulations (5) | | | 119 | | | | | | 22 | | | | | | 97 | | | | | | 0.07 | | | | | | 18.5 | | |

| Non-GAAP | | | $ | 8,273 | | | | | $ | 1,327 | | | | | $ | 6,918 | | | | | $ | 5.20 | | | | | 16.0 | | % |

(2)Associated costs primarily include salaries and wages for employees supporting the restructuring activities, consulting expenses, asset write-offs, and for the fiscal year ended April 25, 2025, contract terminations.

(8)The charges predominantly include $439 million of charges related to the February 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 Patient Monitoring and Respiratory Interventions businesses.

(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.

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

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.

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

(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 increase in net sales for fiscal year 2025 was driven by growth in most businesses, including strong growth in Cardiac Ablation Solutions, Cardiac Pacing Therapies, TAVR, Diabetes, Neuromodulation, Spine, and Advanced Energy.

The net sales increase was primarily due to the strong performance of Cardiac Ablation Solutions, Cardiac Rhythm Management, Structural Heart, and Cardiac Surgery.

The net sales increase was driven by growth in Micra transcatheter pacing systems, Aurora extravascular implantable cardioverter defibrillator (EV-ICD) system, and TYRX, partially offset by declines in CRT-Ds.

- Growth of the CRT-P quadripolar pacing system.

visibility, and deployment stability.

The net sales increase was driven by growth on continued adoption of the Interstim X system and ENT, partially offset by impacts from tender pricing in China in Neurovascular.

The Inceptiv closed-loop rechargeable SCS received U.S. FDA approval in April 2024.

In August 2024, the U.S. FDA approved Asleep DBS surgery for people with Parkinson's and people with essential tremor.

Medical Surgical’s net sales for fiscal year 2025 were $8.4 billion, flat as compared to fiscal year 2024, with performance outlined below.

Net sales were impacted by declines in Stapling, due to U.S. bariatric segment declines and continued shifts to robotic surgery, and Endoscopy.

Partially offsetting these declines was strong growth in Advanced Energy, due to continued adoption of LigaSure vessel sealing technology.

Net sales were impacted by growth of the BIS Advance monitoring system offset by declines in Medtronic Care Management Services.

This

Diabetes' net sales for fiscal year 2025 were $2.8 billion, an increase of 11 percent as compared to fiscal year 2024.

In addition to the macro-economic and geopolitical factors described in the Executive Level Overview section, looking ahead we expect Diabetes could be affected by the following:

- The pending separation of the Diabetes business from the Company.

In May 2025, the Company announced its intent to separate the Diabetes Operating Unit into a new standalone company, and its expectation to complete the separation within 18 months from the announcement date.

- Continued acceptance and growth for the MiniMed 780G insulin pump system, which is powered by SmartGuard technology and features the added benefits of meal detection technology that automatically adjusts and corrects sugar levels every five minutes.

The global adoption of our AID systems has resulted in strong sensor attachment rates.

The MiniMed 780G insulin pump system with the Guardian 4 Sensor is available in the U.S., and the MiniMed 780G insulin pump system with Simplera Sync received U.S. FDA approval in April 2025 and CE Mark in early January 2024.

- Market acceptance and growth of our sensor Simplera, which received U.S FDA approval in August 2024 and CE Mark in September 2023.

The gross notional amount of all currency exchange rate derivative instruments outstanding at April [removed: 25, 2025] [added: 24, 2026] and April [removed: 26, 2024] [added: 25, 2025] was [removed: $23.6] [added: $20.3] billion and [removed: $23.7] [added: $23.6] billion, respectively.

At April [removed: 25, 2025,] [added: 24, 2026,] these contracts were in a net unrealized [removed: loss] [added: gain] position of [removed: $68] [added: $135] million.

A sensitivity analysis of changes in the fair value of all currency exchange rate derivative contracts at April [removed: 25, 2025] [added: 24, 2026] and April [removed: 26, 2024] [added: 25, 2025] 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: $1.6] [added: $1.7] billion and [removed: $1.7] [added: $1.6] billion, respectively.

Our debt portfolio at April [removed: 25, 2025] [added: 24, 2026] 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: 25, 2025] [added: 24, 2026] and April [removed: 26, 2024,] [added: 25, 2025,] indicates that the fair value of these instruments would correspondingly change by [removed: $74] [added: $91] million and [removed: $64] [added: $74] million, respectively.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

[removed: ][added: ]

- Turn data, [removed: artificial intelligence (AI),] [added: AI,] and automation into action: We are confident in our ability to maximize new technology, 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.

We have [removed: four] [added: three] reportable segments that primarily develop, manufacture, distribute, and sell device-based medical therapies and services: the Cardiovascular Portfolio, the Neuroscience Portfolio, [added: and] the Medical Surgical [removed: Portfolio, and the Diabetes Operating Unit.][added: Portfolio.]

For [removed: more] [added: additional] information regarding [removed: our segments, please see] [added: the MiniMed separation, refer to] Note [removed: 19] [added: 20] to [removed: the] [added: our] consolidated financial statements in "Item 8.

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

[removed: ![CV] [added: ![NS] Product [removed: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000161310325000091/mdt-20250425_g3.jpg)][added: Images.jpg](https://www.sec.gov/Archives/edgar/data/1613103/000162828026044354/mdt-20260424_g4.jpg)]

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

The [added: SelectSecure] 3830 lead, with His-bundle and left bundle branch capabilities, effectively covers all current forms of conduction system pacing and sensing.

- Implantable cardioverter defibrillators (ICDs), including the Aurora Extravascular-ICD, Visia AF MRI SureScan, Evera MRI SureScan, Primo [removed: MRI,] [added: MRI SureScan,] and the Cobalt and Crome family of BlueSync-enabled ICDs, as well as defibrillator leads, including the Sprint Quattro Secure [added: lead and OmniaSecure] lead.

The portfolio includes the [removed: Arctic Front Advanced Cardiac Cryoblation System,] PulseSelect [added: and Affera Sphere-360] single shot [removed: Pulsed Field Ablation catheter,] [added: pulsed field ablation catheters,] the [added: Affera] Sphere-9 focal catheter, providing high density mapping capabilities combined with dual radio frequency and pulsed field energies to deliver ablation lesions, [removed: and] [added: the] Affera Mapping and Navigation System with [removed: Prism-1] [added: Prism] software aimed at integrating clinical information to improve patient [removed: outcomes.][added: outcomes, and the Arctic Front Advanced Cardiac Cryoablation System.]

- Surgical valve replacement and repair [removed: products] [added: products, including the Avalus Ultra surgical valve,] for damaged or diseased heart valves, including both tissue and mechanical valves; blood-handling products that form a circulatory support system to maintain and monitor blood circulation and coagulation status, oxygen supply, and body temperature during arrested heart surgery; and surgical ablation systems and positioning and stabilization technologies.

- Endovascular stent grafts and accessories, including the Endurant II [added: and Endurant IIs] Stent Graft System for the treatment of abdominal aortic aneurysms, the Valiant Captivia Thoracic Stent Graft System for thoracic endovascular aortic repair procedures, and the Heli-FX EndoAnchor System.

- Percutaneous Coronary Intervention products including our [added: Neuroguard IEP carotid stenting system,] Onyx Frontier and Resolute Onyx drug-eluting [removed: stents,] [added: stents (DES),] Euphora balloons, and Launcher guide catheters.

- Percutaneous angioplasty balloons including the IN.PACT family of drug-coated balloons, vascular stents including the Abre venous stent, directional atherectomy products including the HawkOne directional atherectomy system, [added: the Liberant mechanical thrombectomy system,] and other procedure support tools.

- [removed: Products] [added: Endovenous products] to treat superficial venous diseases in the lower extremities including the ClosureFast radiofrequency ablation [added: (RFA)] system and the VenaSeal [removed: Closure System.][added: closure system.]

[removed: ][added: ]

This includes our StealthStation S8 surgical navigation system, Stealth Autoguide [removed: cranial] robotic guidance [removed: platform,] [added: system,] O-arm [removed: Imaging System,] [added: surgical imaging system,] Mazor 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.

These products include our [removed: CATALYFT] [added: Catalyft] PL [added: and PL40] expandable interbody spacers, CD Horizon ModuLeX spinal system, and T2 [removed: STRATOSPHERE] [added: Stratosphere] expandable corpectomy system.

- Products to treat conditions in the cervical region of the spine, including the [removed: ZEVO] [added: Zevo] anterior cervical plate system, the Infinity Occipitocervical-Upper Thoracic (OCT) System, and [added: the] Prestige LP cervical [removed: discs.][added: disc.]

- Demineralized bone matrix [added: (DBM)] products, including Magnifuse, [removed: GRAFTON/GRAFTON PLUS,] [added: Grafton/Grafton Plus,] and the Mastergraft family of synthetic bone graft products – Matrix, Putty, Strip, and Granules.

Products also include the Pipeline Flex and Pipeline Vantage embolization devices with Shield Technology, endovascular treatments for large or giant wide-necked brain aneurysms, the portfolio of Solitaire revascularization devices for treatment of acute ischemic stroke, the Riptide aspiration system, the Onyx [removed: Liquid Embolic System,] [added: liquid embolic system,] and a portfolio of associated access catheters including our React aspiration catheters also for the treatment of acute ischemic [removed: stroke.][added: stroke, including the Neuroguard IEP carotid stenting system.]

Our NURO System delivers Percutaneous Tibial Neuromodulation therapy to treat overactive bladder, (non-obtrusive) urinary retention, [added: including the Altaviva system,] and chronic fecal incontinence.

This includes the Inceptiv spinal cord [removed: stimulation] [added: neurostimulation] system which offers a closed-loop feature that senses biological signals along the spinal cord and automatically adjusts stimulation in real time, Intellis (rechargeable) and Vanta (recharge-free) spinal cord stimulation systems, with [added: 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 [removed: proprietary] adaptive BrainSense technology.

Emprint Microwave with Thermosphere technology for the treatment of non-resectable liver [removed: tumors.][added: tumors, as well as the Accurian nerve ablation system, which conducts radio frequency ablation of nerve tissues.]

Products and therapies of this group are used primarily by healthcare systems, physicians' offices, ambulatory [removed: care centers,] [added: surgical centers (ASCs),] and other alternate site healthcare providers.

[removed: ][added: ]

The division develops, manufactures, and markets advanced and general surgical products, including advanced stapling devices, vessel sealing instruments, wound closure products, electrosurgery products, [added: an] AI-powered surgical video and analytics platform, 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.

- Advanced stapling and energy products, including the Tri-Staple technology platform for endoscopic stapling, including the Endo GIA reloads and reinforced reloads with Tri-Staple technology and the Endo GIA ultra universal stapler, the Signia powered stapling system, the LigaSure exact dissector and [removed: L-Hook Laparoscopic Sealer/Divider,] [added: L-hook laparoscopic sealer-divider,] and the Sonicision 7 curved jaw cordless ultrasonic dissection system.

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

Our Acute Care & Monitoring division [added: and Operating Unit] develops, manufactures, and markets products in the fields of patient monitoring and airway management.

The Diabetes [removed: Operating Unit] [added: Business] develops, manufactures, and markets products and services for the management of Type 1 and Type 2 diabetes.

In May 2025, [removed: we] [added: the Company] announced [removed: our intention] [added: its intent] to separate the Diabetes [removed: business,] [added: Business,] with the intention to create a new independent, publicly traded [removed: company.][added: company, MiniMed Group, Inc. (MiniMed).]

Medtronic has over 95,000 full-time employees, of which [removed: 44%] [added: 43%] are based in the U.S. or Puerto Rico.

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

In our most recent survey ending in the fourth quarter of fiscal year [removed: 2025, more than 88%] [added: 2026, 87%] of our employees responded.

Medtronic carefully reviews and implements actions based on employee feedback in order to partner and create an inclusive, [removed: innovative] [added: innovative,] and supportive environment.

These programs have proven invaluable in navigating our employees through unique challenges, including in fiscal year [removed: 2025.][added: 2026.]

The Medtronic Employee Emergency Assistance Fund is supported by donations from employees and the Medtronic Foundation, and over the last five years has provided [removed: $4] [added: $3] million in grants to employees experiencing unexpected events creating a financial hardship.

For [removed: more] [added: additional] information on Human Capital Management at Medtronic, [removed: please] refer to our [removed: 2024] [added: 2025] Impact Report available on our company website.

On March 9, 2026, MiniMed completed an initial public offering (the IPO).

As a result, during the fourth quarter of fiscal year 2026, the Diabetes Operating Unit was no longer considered a reportable segment.

For additional information regarding our segments, refer to the Business sections below and Note 19 to our consolidated financial statements in "Item 8.

Unless otherwise specified, the Company's business metrics presented in this report include our Diabetes Business.

Such metrics may not be directly comparable to future periods following any separation of our Diabetes Business.

Additionally, certain line items and metrics presented for the Diabetes Business in this report may not be directly comparable to those presented by our consolidated subsidiary, MiniMed, in its public filings.

Investors are encouraged to review MiniMed's filings with the SEC for information regarding MiniMed's business and results.

Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

- TYRX, an absorbable antibacterial mesh envelope used during implantation of cardiac rhythm management and neuromodulation devices to stabilize devices and help prevent infection.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

- Left atrial appendage exclusion systems to reduce the risk of stroke in patients with AF, including the Penditure LAA exclusion system.

- Extracorporeal Membrane Oxygenation (ECMO) systems to provide control of blood pumping through an extracorporeal circuit during ECMO procedures, including the VitalFlow ECMO system.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

The Stealth AXiS surgical system integrates established navigation workflows with a modular robotic architecture.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

ALL OTHER

The all other businesses include the operations and ongoing transition agreements from businesses the Company has exited, divested, or intends to separate, such as the Diabetes Business.

The principal products and services offered by the Diabetes Business include insulin pumps, continuous glucose monitoring (CGM) systems, and consumables.

For additional information regarding the Diabetes Business separation, refer to Note 20 to our consolidated financial statements in "Item 8.

Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

This metric does not include our Diabetes Business.

We remain committed to developing technological enhancements and

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

We also actively pursue innovation through selective external collaborations, investments, licensing arrangements, and acquisitions to access new technologies and capabilities.

In addition, we establish enterprise accounts encompassing the product portfolio, as appropriate to the purchasing dynamics in these strategic accounts.

In order to continue to compete effectively, we must be able to access advanced technologies and capabilities through a combination of internal development and strategic acquisitions or other business development initiatives.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

reimbursement they will pay for particular procedures or treatments, tying reimbursement to outcomes, shifting to population health management, encouraging lower-cost sites of service, increasing use of utilization management programs (e.g., prior authorization), and other mechanisms.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

and various state Attorneys General), monitor the promotion and advertising of our products.

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

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

In addition to our primary website, we maintain a newsroom at https://news.medtronic.com and an investor relations website at https://investorrelations.medtronic.com.

We also use certain social media channels, including Facebook (https://www.facebook.com/Medtronic), X (https://x.com/Medtronic), and LinkedIn (https://www.linkedin.com/company/medtronic/).

These websites and social media channels contain a significant amount of information about the Company, including financial and other information for investors.

We encourage investors to review the information we make available on these websites and social media channels, as information is frequently updated.

The information contained on, or accessible through, our websites and social media channels is not incorporated by reference into this Annual Report on Form 10-K or in any other filings we make with the SEC.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

Principal products and services offered include:

- TYRX products, including the Cardiac and Neuro Absorbable Antibacterial Envelopes, which are designed to stabilize electronic implantable devices and help prevent infection associated with implantable pacemakers and defibrillators.

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

As well as the Accurian nerve ablation system, which conducts radio frequency ablation of nerve tissues.

DIABETES OPERATING UNIT


- Insulin pumps and consumables, including the MiniMed 780G system, powered by SmartGuard technology.

The MiniMed 780G system provides smartphone and Bluetooth connectivity, a meal-time detection system, an adjustable glucose target down to 100 mg/dl, and has the capability to continuously deliver background insulin and monitor sugar levels.

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

Both systems are worn by patients capturing glucose data to reveal patterns and potential problems, such as hyperglycemic and hypoglycemic episodes.

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.

- The InPen smart insulin pen system combines a reusable Bluetooth-enabled insulin pen with an intuitive mobile app that helps users administer the appropriate insulin dose.

The InPen application integrates with our CGM data to provide real-time CGM readings alongside insulin dose information.

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

Furthermore, our development activities are intended to help reduce patient care costs and the length of hospital stays in the future.

Our four largest markets are the U.S., Western Europe, China, and Japan.

In the current environment of managed care, economically motivated

U.S. laws and regulations are imposed

| ☒ | | | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the fiscal year ended April [removed: 25, 2025.] [added: 24, 2026.] | | |

[removed: ®][added: ®]

| [removed: 0.250%] [added: 2.950%] Senior Notes due [removed: 2025] [added: 2030] | | | [removed: MDT/25] [added: MDT/30] | | | New York Stock Exchange | | |

| [removed: 0.000%] [added: 4.200%] Senior Notes due [removed: 2025] [added: 2045] | | | [removed: MDT/25A] [added: MDT/45] | | | New York Stock Exchange | | |

Aggregate market value of voting and non-voting common equity of Medtronic plc held by non-affiliates of the registrant as of October [removed: 25, 2024,] [added: 24, 2025,] based on the closing price of [removed: $90.59] [added: $93.67] as reported on the New York Stock Exchange: approximately [removed: $116.2] [added: $120.1] billion.

Portions of the registrant’s Proxy Statement for its [removed: 2025] [added: 2026] Annual General Meeting are incorporated by reference into Part III hereof.

| [removed: [1A.](#ic14a750e81984b18a679ba753642023e_19)] [added: [1A.](#i8ac9545bba26417b86662fb12ca4cf78_37)] | | | | | | [Risk [removed: Factors](#ic14a750e81984b18a679ba753642023e_19)] [added: Factors](#i8ac9545bba26417b86662fb12ca4cf78_37)] | | | | | | [removed: [13](#ic14a750e81984b18a679ba753642023e_19)] [added: [13](#i8ac9545bba26417b86662fb12ca4cf78_37)] | | |

| [removed: [1B.](#ic14a750e81984b18a679ba753642023e_22)] [added: [1B.](#i8ac9545bba26417b86662fb12ca4cf78_40)] | | | | | | [Unresolved Staff [removed: Comments](#ic14a750e81984b18a679ba753642023e_22)] [added: Comments](#i8ac9545bba26417b86662fb12ca4cf78_40)] | | | | | | [removed: [25](#ic14a750e81984b18a679ba753642023e_22)] [added: [27](#i8ac9545bba26417b86662fb12ca4cf78_40)] | | |

| [removed: [1C.](#ic14a750e81984b18a679ba753642023e_25)] [added: [1C.](#i8ac9545bba26417b86662fb12ca4cf78_43)] | | | | | | [removed: [Cybersecurity](#ic14a750e81984b18a679ba753642023e_25)] [added: [Cybersecurity](#i8ac9545bba26417b86662fb12ca4cf78_43)] | | | | | | [removed: [25](#ic14a750e81984b18a679ba753642023e_25)] [added: [27](#i8ac9545bba26417b86662fb12ca4cf78_43)] | | |

| [removed: [3.](#ic14a750e81984b18a679ba753642023e_31)] [added: [3.](#i8ac9545bba26417b86662fb12ca4cf78_49)] | | | | | | [Legal [removed: Proceedings](#ic14a750e81984b18a679ba753642023e_31)] [added: Proceedings](#i8ac9545bba26417b86662fb12ca4cf78_49)] | | | | | | [removed: [26](#ic14a750e81984b18a679ba753642023e_31)] [added: [28](#i8ac9545bba26417b86662fb12ca4cf78_49)] | | |

| [removed: [4.](#ic14a750e81984b18a679ba753642023e_34)] [added: [4.](#i8ac9545bba26417b86662fb12ca4cf78_52)] | | | | | | [Mine Safety [removed: Disclosures](#ic14a750e81984b18a679ba753642023e_34)] [added: Disclosures](#i8ac9545bba26417b86662fb12ca4cf78_52)] | | | | | | [removed: [26](#ic14a750e81984b18a679ba753642023e_34)] [added: [28](#i8ac9545bba26417b86662fb12ca4cf78_52)] | | |

| [removed: [5.](#ic14a750e81984b18a679ba753642023e_40)] [added: [5.](#i8ac9545bba26417b86662fb12ca4cf78_58)] | | | | | | [Market for Medtronic’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity [removed: Securities](#ic14a750e81984b18a679ba753642023e_40)] [added: Securities](#i8ac9545bba26417b86662fb12ca4cf78_58)] | | | | | | [removed: [27](#ic14a750e81984b18a679ba753642023e_40)] [added: [29](#i8ac9545bba26417b86662fb12ca4cf78_58)] | | |

| [removed: [7.](#ic14a750e81984b18a679ba753642023e_46)] [added: [7.](#i8ac9545bba26417b86662fb12ca4cf78_64)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic14a750e81984b18a679ba753642023e_46)] [added: Operations](#i8ac9545bba26417b86662fb12ca4cf78_64)] | | | | | | [removed: [29](#ic14a750e81984b18a679ba753642023e_46)] [added: [31](#i8ac9545bba26417b86662fb12ca4cf78_64)] | | |

| [removed: [7A.](#ic14a750e81984b18a679ba753642023e_121)] [added: [7A.](#i8ac9545bba26417b86662fb12ca4cf78_139)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic14a750e81984b18a679ba753642023e_121)] [added: Risk](#i8ac9545bba26417b86662fb12ca4cf78_139)] | | | | | | [removed: [48](#ic14a750e81984b18a679ba753642023e_121)] [added: [52](#i8ac9545bba26417b86662fb12ca4cf78_139)] | | |

| [removed: [8.](#ic14a750e81984b18a679ba753642023e_124)] [added: [8.](#i8ac9545bba26417b86662fb12ca4cf78_142)] | | | | | | [Financial Statements and Supplementary [removed: Data](#ic14a750e81984b18a679ba753642023e_124)] [added: Data](#i8ac9545bba26417b86662fb12ca4cf78_142)] | | | | | | [removed: [49](#ic14a750e81984b18a679ba753642023e_124)] [added: [53](#i8ac9545bba26417b86662fb12ca4cf78_142)] | | |

| | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#ic14a750e81984b18a679ba753642023e_127)] [added: Firm](#i8ac9545bba26417b86662fb12ca4cf78_145)] (PCAOB ID 238) | | | | | | [removed: [49](#ic14a750e81984b18a679ba753642023e_127)] [added: [53](#i8ac9545bba26417b86662fb12ca4cf78_145)] | | |

| | | | | | | [Consolidated Financial [removed: Statements](#ic14a750e81984b18a679ba753642023e_130)] [added: Statements](#i8ac9545bba26417b86662fb12ca4cf78_148)] | | | | | | [removed: [51](#ic14a750e81984b18a679ba753642023e_130)] [added: [55](#i8ac9545bba26417b86662fb12ca4cf78_148)] | | |

| | | | | | | [Notes to Consolidated Financial [removed: Statements](#ic14a750e81984b18a679ba753642023e_148)] [added: Statements](#i8ac9545bba26417b86662fb12ca4cf78_166)] | | | | | | [removed: [56](#ic14a750e81984b18a679ba753642023e_148)] [added: [60](#i8ac9545bba26417b86662fb12ca4cf78_166)] | | |

| [removed: [9.](#ic14a750e81984b18a679ba753642023e_211)] [added: [9.](#i8ac9545bba26417b86662fb12ca4cf78_229)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic14a750e81984b18a679ba753642023e_211)] [added: Disclosure](#i8ac9545bba26417b86662fb12ca4cf78_229)] | | | | | | [removed: [106](#ic14a750e81984b18a679ba753642023e_211)] [added: [115](#i8ac9545bba26417b86662fb12ca4cf78_229)] | | |

| [removed: [9A.](#ic14a750e81984b18a679ba753642023e_214)] [added: [9A.](#i8ac9545bba26417b86662fb12ca4cf78_232)] | | | | | | [Controls and [removed: Procedures](#ic14a750e81984b18a679ba753642023e_214)] [added: Procedures](#i8ac9545bba26417b86662fb12ca4cf78_232)] | | | | | | [removed: [106](#ic14a750e81984b18a679ba753642023e_214)] [added: [115](#i8ac9545bba26417b86662fb12ca4cf78_232)] | | |

| [removed: [9C.](#ic14a750e81984b18a679ba753642023e_220)] [added: [9C.](#i8ac9545bba26417b86662fb12ca4cf78_238)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection](#ic14a750e81984b18a679ba753642023e_220)] [added: Inspection](#i8ac9545bba26417b86662fb12ca4cf78_238)] | | | | | | [removed: [106](#ic14a750e81984b18a679ba753642023e_220)] [added: [116](#i8ac9545bba26417b86662fb12ca4cf78_238)] | | |

| [removed: [10.](#ic14a750e81984b18a679ba753642023e_226)] [added: [10.](#i8ac9545bba26417b86662fb12ca4cf78_244)] | | | | | | [Directors, Executive Officers, and Corporate [removed: Governance](#ic14a750e81984b18a679ba753642023e_226)] [added: Governance](#i8ac9545bba26417b86662fb12ca4cf78_244)] | | | | | | [removed: [107](#ic14a750e81984b18a679ba753642023e_226)] [added: [117](#i8ac9545bba26417b86662fb12ca4cf78_244)] | | |

| [removed: [12.](#ic14a750e81984b18a679ba753642023e_232)] [added: [12.](#i8ac9545bba26417b86662fb12ca4cf78_250)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ic14a750e81984b18a679ba753642023e_232)] [added: Matters](#i8ac9545bba26417b86662fb12ca4cf78_250)] | | | | | | [removed: [108](#ic14a750e81984b18a679ba753642023e_232)] [added: [118](#i8ac9545bba26417b86662fb12ca4cf78_250)] | | |

| [removed: [13.](#ic14a750e81984b18a679ba753642023e_235)] [added: [13.](#i8ac9545bba26417b86662fb12ca4cf78_253)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic14a750e81984b18a679ba753642023e_235)] [added: Independence](#i8ac9545bba26417b86662fb12ca4cf78_253)] | | | | | | [removed: [108](#ic14a750e81984b18a679ba753642023e_235)] [added: [118](#i8ac9545bba26417b86662fb12ca4cf78_253)] | | |

| [removed: [14.](#ic14a750e81984b18a679ba753642023e_238)] [added: [14.](#i8ac9545bba26417b86662fb12ca4cf78_256)] | | | | | | [Principal Accounting Fees and [removed: Services](#ic14a750e81984b18a679ba753642023e_238)] [added: Services](#i8ac9545bba26417b86662fb12ca4cf78_256)] | | | | | | [removed: [108](#ic14a750e81984b18a679ba753642023e_238)] [added: [118](#i8ac9545bba26417b86662fb12ca4cf78_256)] | | |

| | | | | | | [PART [removed: IV](#ic14a750e81984b18a679ba753642023e_241)] [added: III](#i8ac9545bba26417b86662fb12ca4cf78_241)] | | | | | | | | |

| [removed: [15.](#ic14a750e81984b18a679ba753642023e_247)] [added: [15.](#i8ac9545bba26417b86662fb12ca4cf78_262)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#ic14a750e81984b18a679ba753642023e_247)] [added: Schedules](#i8ac9545bba26417b86662fb12ca4cf78_262)] | | | | | | [removed: [109](#ic14a750e81984b18a679ba753642023e_247)] [added: [119](#i8ac9545bba26417b86662fb12ca4cf78_262)] | | |

This Annual Report on Form 10-K, and other written reports of Medtronic plc, organized under the laws of Ireland (together with its consolidated subsidiaries, Medtronic, the Company, or we, us, or our), and oral statements made by or [removed: with the approval of one] [added: on behalf] of the [removed: Company’s executive officers] [added: Company] from time to time, may include “forward-looking” statements.

Our forward-looking [removed: statements] [added: statements, including those in this Annual Report,] may include statements related to: our growth and growth strategies; [added: our ability to drive long-term shareholder value;] developments in the markets for our products, therapies and [added: services and continued or future acceptance of such products, therapies and] services; financial [removed: results;] [added: results and financial condition;] product [removed: development launches] [added: development, launches,] and [removed: effectiveness;] [added: performance; integration of new technologies, such as artificial intelligence (AI) and data analytics;] research and development [removed: strategy;] [added: strategy and the expected timing of research studies; United States (U.S.) Food and Drug Administration (U.S. FDA) and non-U.S.] regulatory approvals; competitive [removed: strengths;] [added: strengths and market positioning, including changes in market share and demand;] the potential or anticipated direct or indirect impact of public health crises, geopolitical conflicts, [added: general economic conditions,] or changing governmental executive actions and regulations (including relating to global trade policies, [added: tariffs,] enforcement priorities and compliance [removed: requirements),] [added: requirements)] on our business, results of operations and/or financial condition; restructuring and cost-saving initiatives; intellectual property rights; litigation and tax matters; governmental proceedings and investigations; mergers, acquisitions, and [removed: divestitures; market acceptance of our products, therapies] [added: divestitures, including integration] and [removed: services;] [added: separation activities;] accounting estimates; financing activities; ongoing contractual obligations; working capital adequacy; [added: accounts receivable exposure;] the value of our investments; our effective tax rate; our expected returns to shareholders; [added: human capital management; reimbursement, pricing pressures,] and [added: changes in standards of care; and] sales efforts.

Because forward-looking statements are inherently subject to risks and uncertainties, [added: known and unknown,] some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events.

Business” and [added: those discussed in] “Item 1A.

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

- [removed: delays in] regulatory [removed: approvals,][added: approval delays or denials,]

- reduction or interruption in our [removed: supply,][added: supply chain or manufacturing operations,]

- cybersecurity and [added: data] privacy incidents,

- [removed: self-insurance,][added: insurance coverage and self-insurance adequacy,]

- fluctuations in currency exchange [removed: rates,][added: rates and macroeconomic volatility,]

We intend to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding our forward-looking [removed: statements and are including this sentence for the express purpose of enabling us to use the protections of the safe harbor with respect to all forward-looking] statements.

[removed: While] [added: Except as required by applicable law,] we [removed: may elect] [added: undertake no obligation] to update [removed: these] [added: or revise any] forward-looking [removed: statements at some point in the future,] [added: statements,] whether as a result of [removed: any] new information, future events, or [removed: otherwise, we have no current intention of doing so except to the extent required by applicable law.][added: otherwise.]

Number of Ordinary Shares outstanding on June 12, 2026: 1,280,045,190.

| | | | | | | [PART I](#i8ac9545bba26417b86662fb12ca4cf78_13) | | | | | | | | |

| [1.](#i8ac9545bba26417b86662fb12ca4cf78_16) | | | | | | [Business](#i8ac9545bba26417b86662fb12ca4cf78_16) | | | | | | [3](#i8ac9545bba26417b86662fb12ca4cf78_16) | | |

| [2.](#i8ac9545bba26417b86662fb12ca4cf78_46) | | | | | | [Properties](#i8ac9545bba26417b86662fb12ca4cf78_46) | | | | | | [28](#i8ac9545bba26417b86662fb12ca4cf78_46) | | |

| | | | | | | [PART II](#i8ac9545bba26417b86662fb12ca4cf78_55) | | | | | | | | |

| [6.](#i8ac9545bba26417b86662fb12ca4cf78_61) | | | | | | [(Reserved)](#i8ac9545bba26417b86662fb12ca4cf78_61) | | | | | | [30](#i8ac9545bba26417b86662fb12ca4cf78_61) | | |

| [9B.](#i8ac9545bba26417b86662fb12ca4cf78_235) | | | | | | [Other Information](#i8ac9545bba26417b86662fb12ca4cf78_235) | | | | | | [115](#i8ac9545bba26417b86662fb12ca4cf78_235) | | |

| [11.](#i8ac9545bba26417b86662fb12ca4cf78_247) | | | | | | [Executive Compensation](#i8ac9545bba26417b86662fb12ca4cf78_247) | | | | | | [118](#i8ac9545bba26417b86662fb12ca4cf78_247) | | |

| | | | | | | [PART IV](#i8ac9545bba26417b86662fb12ca4cf78_259) | | | | | | | | |

| [16.](#i8ac9545bba26417b86662fb12ca4cf78_268) | | | | | | [Form 10-K Summary](#i8ac9545bba26417b86662fb12ca4cf78_268) | | | | | | [124](#i8ac9545bba26417b86662fb12ca4cf78_268) | | |

| | | | | | | [Signatures](#i8ac9545bba26417b86662fb12ca4cf78_271) | | | | | | [125](#i8ac9545bba26417b86662fb12ca4cf78_271) | | |

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

Risks and uncertainties include those discussed in the section entitled “Government Regulation” within “Item 1.

- rapid technological change,

- litigation, claims, and investigations,

- intellectual property protection and enforcement,

- tax law changes and tax disputes,

- pricing pressure and reimbursement challenges,

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

| 2.625% Senior Notes due 2025 | | | MDT/25B | | | New York Stock Exchange | | |

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) | | |

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

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

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

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 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.

One must carefully consider forward-looking statements and understand that such forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and involve a variety of risks and uncertainties, known and unknown, including, among others, those discussed in the sections entitled “Government Regulation” within “Item 1.

- litigation results,

- commercial insurance,

- changes in applicable tax rates,

- positions taken by taxing authorities,

- decreasing selling prices and pricing pressure,

[removed: However, despite] [added: Despite] our security measures, there can be no assurance that the Company, or the third parties with which we interact, will not experience a cybersecurity incident in the future that may materially affect us.

Risk Factors under, *“We rely on the proper function, security and availability of our information technology systems and data, as well as those of third parties throughout our global supply chain and our customer and payor base, [removed: to operate our business, and a breach, cyber-attack or other disruption to these systems or data could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position.”*][added: to*]

Our CISO has over [removed: 29] [added: 30] 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.

[added: 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 Quality Committee of the Board oversees the Company’s cybersecurity strategies, systems, and controls to ensure [added: product] reliability and prevent unauthorized access.

We engage third-party service providers, such as consultants and independent auditors, to support elements of our cybersecurity and risk management program.

These engagements are overseen by cybersecurity leadership and results are incorporated into our ongoing risk management and continuous improvement efforts.

We maintain a third-party risk management process designed to identify and manage cybersecurity risks associated with key third-party relationships.

However, on April 24, 2026, we announced that an unauthorized third party accessed data in certain of our information technology systems.

Upon identifying the unauthorized access, we promptly took steps to contain the incident, activated our incident response protocols, and engaged leading external cybersecurity experts to support our investigation and remediation efforts.

Based on our investigation to date, we have not identified any impact to our products, patient safety, connections to customers, manufacturing and distribution operations, financial reporting systems, or our ability to meet patient needs.

In addition, we do not currently expect the incident to have a material impact on our business or financial results.

Our assessment of the incident is ongoing, and we expect to begin notifying individuals whose data may have been accessed as early as the first quarter of fiscal year 2027.

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

*operate our business, and a breach, cyber-attack or other disruption to these systems or data could materially and adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position.”*

Our CISO

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

The Company's total manufacturing and research space is approximately [removed: 9.9] [added: 10.2] million square feet.

Approximately [removed: 36] [added: 41] percent of the manufacturing and research facilities are owned by Medtronic and the remaining balance is leased.

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

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[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: 2025:][added: 2026:]

On June [removed: 17, 2025,] [added: 12, 2026,] there were approximately [removed: 18,895] [added: 17,816] shareholders of record of the Company’s ordinary shares.

Ordinary cash dividends declared and paid totaled [removed: $0.70] [added: $0.71] per share for each quarter of fiscal year [removed: 2025] [added: 2026] and [removed: $0.69] [added: $0.70] per share for each quarter of fiscal year [removed: 2024.][added: 2025.]

On [removed: May 21, 2025,] [added: June 3, 2026,] the Company announced an increase in Medtronic's cash dividends for the first quarter of fiscal year [removed: 2026,] [added: 2027,] raising the amount to [removed: $0.71] [added: $0.72] per share.

The graph assumes that $100 was invested at market close on April [removed: 24, 2020] [added: 30, 2021] 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: 2020] [added: 2021] | | | | | | April [removed: 2021] [added: 2022] | | | | | | April [removed: 2022] [added: 2023] | | | | | | April [removed: 2023] [added: 2024] | | | | | | April [removed: 2024] [added: 2025] | | | | | | April [removed: 2025] [added: 2026] | | |

| 1/24/2026-2/20/2026 | | | | | | 1,232,279 | | | | | | $ | 97.40 | | | | | 1,232,279 | | | | | | $ | 1,493,804,844 | |

| 2/21/2026-3/27/2026 | | | | | | 3,114,201 | | | | | | 95.01 | | | | | | 3,114,201 | | | | | | 1,197,927,955 | | |

| 3/28/2026-4/24/2026 | | | | | | 164,623 | | | | | | 86.19 | | | | | | 164,623 | | | | | | 1,183,739,350 | | |

| Total | | | | | | 4,511,103 | | | | | | $ | 95.34 | | | | | 4,511,103 | | | | | | $ | 1,183,739,350 | |

| Medtronic plc | | | | | | $ | 100.00 | | | | | $ | 81.50 | | | | | $ | 73.42 | | | | | $ | 66.51 | | | | | $ | 72.57 | | | | | $ | 74.09 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 100.21 | | | | | | 102.88 | | | | | | 127.80 | | | | | | 140.33 | | | | | | 184.25 | | |

| S&P 500 Health Care Equipment Index | | | | | | 100.00 | | | | | | 93.29 | | | | | | 99.11 | | | | | | 101.83 | | | | | | 112.08 | | | | | | 97.45 | | |

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

| 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)

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

We have audited the accompanying consolidated balance sheets of Medtronic plc and its subsidiaries (the "Company") as of April [removed: 25, 2025] [added: 24, 2026] and April [removed: 26, 2024,] [added: 25, 2025,] 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: 25, 2025,] [added: 24, 2026,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April [removed: 25, 2025] [added: 24, 2026] appearing under Item [removed: 15] [added: 15(a)(1)] (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of April [removed: 25, 2025,] [added: 24, 2026,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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: 25, 2025] [added: 24, 2026] and April [removed: 26, 2024,] [added: 25, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended April [removed: 25, 2025] [added: 24, 2026] 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: 25, 2025,] [added: 24, 2026,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

Total reserves relating to uncertain tax positions as of April [removed: 25, 2025] [added: 24, 2026] were [removed: $2.902] [added: $2.951] billion, of which the Puerto Rico manufacturing reserve makes up a significant portion.

These procedures also included, among [removed: others] [added: others,] (i) testing management’s process for determining the reserve, (ii) evaluating the status and results of the related U.S. Tax Court case, and (iii) evaluating the consistency of the reserve calculation with the relevant documents related to the U.S. Tax Court case.

[removed: | | | |] Fiscal [removed: Year | | | | | | | | | | | | | | |][added: Year 2026]

| (in millions, except per share data) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net sales | | | $ | [removed: 33,537] [added: 36,364] | | | | | $ | [removed: 32,364] [added: 33,537] | | | | | $ | [removed: 31,227] [added: 32,364] | |

| Cost of products sold, excluding amortization of intangible assets | | | [removed: 11,632] [added: 12,721] | | | | | | [removed: 11,216] [added: 11,632] | | | | | | [removed: 10,719] [added: 11,216] | | |

| Research and development expense | | | [removed: 2,732] [added: 2,873] | | | | | | [removed: 2,735] [added: 2,732] | | | | | | [removed: 2,696] [added: 2,735] | | |

| Selling, general, and administrative expense | | | [removed: 10,849] [added: 11,784] | | | | | | [removed: 10,736] [added: 10,849] | | | | | | [removed: 10,415] [added: 10,736] | | |

| Amortization of intangible assets | | | [removed: 1,807] [added: 1,772] | | | | | | [removed: 1,693] [added: 1,807] | | | | | | [removed: 1,698] [added: 1,693] | | |

| Restructuring charges, net | | | [removed: 267] [added: 249] | | | | | | [removed: 226] [added: 267] | | | | | | [removed: 375] [added: 226] | | |

| Certain litigation charges, net | | | [removed: 317] [added: 113] | | | | | | [removed: 149] [added: 317] | | | | | | [removed: (30)] [added: 149] | | |

| Other operating [removed: (income) expense,] [added: expense (income),] net | | | [removed: (23)] [added: 386] | | | | | | [removed: 464] [added: (23)] | | | | | | [removed: (131)] [added: 464] | | |

| Operating profit | | | [removed: 5,955] [added: 6,467] | | | | | | [removed: 5,144] [added: 5,955] | | | | | | [removed: 5,485] [added: 5,144] | | |

| Other non-operating [removed: income,] [added: expense (income),] net | | | [removed: (402)] [added: (384)] | | | | | | [removed: (412)] [added: (402)] | | | | | | [removed: (515)] [added: (412)] | | |

| Interest expense, net | | | [removed: 729] [added: 715] | | | | | | [removed: 719] [added: 729] | | | | | | [removed: 636] [added: 719] | | |

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

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

| Net income | | | [removed: 4,691] [added: 4,837] | | | | | | [removed: 3,705] [added: 4,691] | | | | | | [removed: 3,784] [added: 3,705] | | |

| Net income attributable to noncontrolling interests | | | [removed: (29)] [added: (37)] | | | | | | [removed: (28)] [added: (29)] | | | | | | [removed: (26)] [added: (28)] | | |

| Net income attributable to Medtronic | | | $ | [removed: 4,662] [added: 4,801] | | | | | $ | [removed: 3,676] [added: 4,662] | | | | | $ | [removed: 3,758] [added: 3,676] | |

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

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

| Basic weighted average shares outstanding | | | [removed: 1,285.6] [added: 1,281.8] | | | | | | [removed: 1,327.7] [added: 1,285.6] | | | | | | [removed: 1,329.8] [added: 1,327.7] | | |

| Diluted weighted average shares outstanding | | | [removed: 1,289.9] [added: 1,288.1] | | | | | | [removed: 1,330.2] [added: 1,289.9] | | | | | | [removed: 1,332.8] [added: 1,330.2] | | |

| (in millions) | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net income | | | $ | [removed: 4,691] [added: 4,837] | | | | | $ | [removed: 3,705] [added: 4,691] | | | | | $ | [removed: 3,784] [added: 3,705] | |

| Unrealized gain (loss) on investment securities | | | [removed: 149] [added: 48] | | | | | | [removed: 46] [added: 149] | | | | | | [removed: (49)] [added: 46] | | |

| Translation adjustment | | | [removed: 853] [added: 387] | | | | | | [removed: (848)] [added: 853] | | | | | | [removed: (240)] [added: (848)] | | |

| Net investment hedges | | | [removed: (1,474)] [added: (427)] | | | | | | [removed: 633] [added: (1,474)] | | | | | | [removed: (596)] [added: 633] | | |

| Net change in retirement obligations | | | [removed: (110)] [added: 143] | | | | | | [removed: 212] [added: (110)] | | | | | | [removed: 32] [added: 212] | | |

| Unrealized [removed: (loss)] gain [added: (loss)] on cash flow hedges | | | [removed: (381)] [added: 31] | | | | | | [removed: 136] [added: (381)] | | | | | | [removed: (381)] [added: 136] | | |

| Other comprehensive [removed: (loss) income] [added: income (loss)] | | | [removed: (964)] [added: 181] | | | | | | [removed: 178] [added: (964)] | | | | | | [removed: (1,234)] [added: 178] | | |

| Comprehensive income including noncontrolling interests | | | [removed: 3,727] [added: 5,018] | | | | | | [removed: 3,883] [added: 3,727] | | | | | | [removed: 2,549] [added: 3,883] | | |

| Comprehensive income attributable to noncontrolling interests | | | [removed: (31)] [added: (35)] | | | | | | [removed: (27)] [added: (31)] | | | | | | [removed: (26)] [added: (27)] | | |

| Comprehensive income attributable to Medtronic | | | $ | [removed: 3,696] [added: 4,984] | | | | | $ | [removed: 3,856] [added: 3,696] | | | | | $ | [removed: 2,524] [added: 3,856] | |

| (in millions, except share amounts) | | | | | | April [removed: 25, 2025] [added: 24, 2026] | | | | | | April [removed: 26, 2024] [added: 25, 2025] | | |

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

| June 18, 2026 | | |

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,801 | | | | | | — | | | | | | 4,801 | | | | | | 37 | | | | | | 4,837 | | |

| MiniMed IPO | | | | | | — | | | | | | — | | | | | | 157 | | | | | | — | | | | | | — | | | | | | 157 | | | | | | 381 | | | | | | 538 | | |

| April 24, 2026 | | | | | | 1,280 | | | | | | $ | — | | | | | $ | 20,926 | | | | | $ | 32,638 | | | | | $ | (4,101) | | | | | $ | 49,463 | | | | | $ | 609 | | | | | $ | 50,072 | |

[Table of Conten](#i8ac9545bba26417b86662fb12ca4cf78_7)[ts](#i8ac9545bba26417b86662fb12ca4cf78_7)

| Proceeds from MiniMed initial public offering | | | 538 | | | | | | — | | | | | | — | | |

On March 9, 2026, MiniMed completed an initial public offering (the IPO).

Due to the Company retaining a controlling financial interest, the consolidated financial statements include the financial results of MiniMed.

Business Combinations The Company accounts for business combinations using the acquisition method.

The identifiable assets acquired and liabilities assumed are recognized at their respective fair value as of the acquisition date.

The excess of the purchase price over the estimated fair value of identified net assets of the acquired business is recorded as goodwill.

Acquisition-related costs associated with business combinations are expensed as incurred and recognized within *selling, general, and administrative expense* and *other operating expense (income), net* in the consolidated statements of income.

In cases where the Company acquires a business in which it previously held a noncontrolling equity interest, the previously held equity interest is remeasured to fair value as of the acquisition date and included as part of the aggregate purchase price.

Any resulting gain or loss from remeasurement of the previously held equity interest is recognized in *other non-operating expense (income), net* in the consolidated statements of income.

The Company records contingent consideration at fair value as of the date of acquisition or divestiture.

based considerations).

adjustments by market participants.

The amount of revenue recognized reflects sales rebates, returns, chargebacks, and other adjustments, which are accounted for as variable consideration.

Revenue adjustments related to distributor chargebacks are the difference between distributor sales price and the end-customer negotiated price.

A provision for outstanding chargebacks is recorded when we recognize revenue from our sale to the distributor and requires estimates for the distributor chargeback rate, expected sell-through levels by the distributors to contracted customers, as well as estimated distributor inventory levels.

Insurance coverage is obtained for

Currency transaction losses for fiscal years 2026, 2025, and 2024 were $57 million, $309 million, and $123 million, respectively.

Restructuring The Company records liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred.

Employee termination costs are recognized and measured at fair value when actions are probable and estimable.

Additionally, restructuring charges may include fixed asset write-offs and contract termination costs.

*Internal-Use Software*

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), to increase the operability of the recognition guidance by removing all references to "project stages" and clarifying when an entity is required to start capitalizing software costs.

This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2029, with early adoption permitted.

*Derivatives and Hedging and Revenue from Contracts with Customers*

In September 2025, the FASB issued ASU 2025-07, Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (Topics 815 and 606).

The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.

This ASU also provides clarification under Topic 606 for share-based payments from a

customer in a revenue contract.

This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2028, with early adoption permitted.

We are currently evaluating the potential effect that the updated standard will have on our financial statements.

[Table of Content](#ic14a750e81984b18a679ba753642023e_7)

| June 20, 2025 | | |

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

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

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

| April 29, 2022 | | | | | | 1,331 | | | | | | $ | — | | | | | $ | 24,566 | | | | | $ | 30,250 | | | | | $ | (2,265) | | | | | $ | 52,551 | | | | | $ | 171 | | | | | $ | 52,722 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,758 | | | | | | — | | | | | | 3,758 | | | | | | 26 | | | | | | 3,784 | | |

| Loss on debt extinguishment | | | — | | | | | | — | | | | | | 53 | | |

| Proceeds from short-term borrowings (maturities greater than 90 days) | | | — | | | | | | — | | | | | | 2,284 | | |

| Repayments from short-term borrowings (maturities greater than 90 days) | | | — | | | | | | — | | | | | | (2,279) | | |

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

Contingent Consideration Certain of the Company’s business combinations involve potential payment or receipt of future consideration that is contingent upon the achievement of certain product development milestones and/or contingent on the acquired business reaching certain performance milestones.

The Company records contingent consideration at fair value at the date of acquisition or divestiture based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value.

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.

Other Operating (Income) Expense, Net Other operating (income) expense, net primarily includes royalty expense, currency remeasurement and derivative gains and losses, changes in fair value of contingent consideration, certain acquisition and divestiture-related items, income from funded research and development arrangements, Puerto Rico excise taxes, and commitments to the Medtronic Foundation and Medtronic LABS.

*Supplier Finance Programs*

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities— Supplier Finance Programs (Subtopic 405-50), which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude.

The Company adopted this guidance on April 29, 2023.

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

*Segment Reporting*

In November 2023, the FASB issued ASU 2023-07, Improvements to Segment Reporting (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses.

The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report.

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.

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

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

tes were classified as a reduction of *accounts receivable* in the consolidated balance sheet.

*Renal Care Solutions (RCS) Disposition*

In May 2022, the Company and DaVita Inc. (DaVita) entered into a definitive agreement for the Company to sell half of its RCS business, and on April 1, 2023, completed the transaction.

At closing, the Company received $45 million cash consideration, recorded non-cash contingent consideration receivables valued at $195 million, made an additional cash investment of $224 million, and retained a 50% non-controlling equity interest in Mozarc valued at $307 million.

For the contingent consideration receivables, the maximum consideration the Company could receive in the future is $300 million based on the achievement of certain milestones, as further described below.

The Company recorded non-cash pre-tax charges of $136 million in fiscal year 2023, primarily related to impairment of goodwill and changes in the carrying amount of the disposal group, recognized in *other operating (income) expense, net* in the consolidated statements of income.

Refer to Note 5 to the consolidated financial statements for additional information on the Company’s retained 50% equity investment in Mozarc as a result of this transaction.

The Company determined that the sale of the RCS business did not meet the criteria to be classified as discontinued operations.

In fiscal year 2023, restructuring costs primarily related to Enterprise Excellence and Simplification restructuring programs, both of which were substantially completed as of the end fiscal year 2023.

Enterprise Excellence was designed to leverage the Company’s global size and scale to focus on global operations, and functional and commercial optimization, and had total cumulative pre-tax charges of $1.8 billion.

Simplification was designed to focus the organization on accelerating innovation, enhancing customer experience, driving revenue growth and winning market share, and had total cumulative pre-tax charges of $0.5 billion.

In addition, in the fourth quarter of fiscal year 2023, the Company incurred $0.3 billion of restructuring charges primarily related to employee termination benefits to support cost reduction initiatives.

These charges were incremental to charges incurred under our Enterprise Excellence and Simplification programs noted above.

Associated and other costs primarily include salaries and wages of employees that are fully-dedicated to restructuring activities, consulting fees, asset write-offs, and contract terminations.

(1)In fiscal year 2023, restructuring charges, net included $94 million of incremental defined benefit, defined contribution, and post-retirement related expenses for employees that accepted voluntary early retirement packages.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of April [removed: 25, 2025.][added: 24, 2026.]

The effectiveness of the Company's internal control over financial reporting as of April [removed: 25, 2025] [added: 24, 2026] 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: 25, 2025,] [added: 24, 2026,] 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.

As reported in our Quarterly [removed: Report] [added: Reports] on Form 10-Q for the first [removed: quarter] [added: and second quarters, and during the fourth quarter,] of fiscal year [removed: 2025,] [added: 2026,] 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 [removed: first quarter] [added: first, second and fourth quarters] of fiscal year [removed: 2025,] [added: 2026,] 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 [removed: first quarter] [added: first, second, and fourth quarters] of fiscal year [removed: 2025,] [added: 2026,] in the normal course of business and consistent with the OFAC authorizations as in effect at the time, Medtronic Russia filed a total of [removed: one notification] [added: eleven notifications] with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

[removed: These activities] [added: This activity] did not directly result in any revenues or profits for Medtronic.

Medtronic did not engage in these activities during the [removed: second, third, and fourth quarters] [added: third quarter] of fiscal year [removed: 2025.][added: 2026.]

During the three months ended April 24, 2026, certain of our officers adopted “Rule 10b5-1 trading arrangements,” intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act as follows.

On February 19, 2026, Michael Marinaro, Executive Vice President and President Medical Surgical Portfolio, Americas, and Global Commercial Operations, adopted a Rule 10b5-1 trading plan.

Subsequently, on March 17, 2026, Mr. Marinaro amended the trading plan's starting and termination date and to provide a limit price for sales subject to the plan.

The trading plan provides for the sale of up to 10,420 shares of the Company’s common stock starting as early as June 15, 2026, prior to the plan's December 15, 2026, termination date.

On February 27, 2026, Matthew Walter, Senior Vice President, Human Resources, IT, and Global Communications & Corporate Marketing, adopted a Rule 10b5-1 trading plan.

Subsequently, on April 7, 2026, Mr. Walter amended the trading plan's starting and termination date.

The trading plan provides for the sale of up to 3,102 shares of the Company’s common stock starting as early as July 8, 2026, prior to the plan's July 10, 2026, termination date.

During the quarter ended April 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.

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's [removed: 2025] [added: 2026] definitive proxy statement, which will be filed no later than 120 days after April [removed: 25, 2025.][added: 24, 2026.]

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: 2025] [added: 2026] Annual General Meeting of Shareholders, which will be filed no later than 120 days after April [removed: 25, 2025,] [added: 24, 2026,] are incorporated herein by reference.

[removed: | Geoffrey S. Martha | | | | | | 55 | | | | | |] [added: Martha*,* 56 -] Chairman [added: of the Board of Directors] and Chief Executive [removed: Officer | | |][added: Officer]

[removed: | Ivan K. Fong | | | | | | 63 | | | | | |] [added: Michelle Quinn, 58 -] Executive Vice President, General Counsel and [removed: Secretary | | |][added: Secretary]

[removed: | Skip Kiil | | | | | | 51 | | | | | |] [added: Skip Kiil, 52 -] Executive Vice President and President, Cardiovascular [removed: Portfolio | | |][added: Portfolio]

[removed: | Michael Marinaro | | | | | | 54 | | | | | |] [added: Michael Marinaro, 55 -] Executive Vice President and President, Medical Surgical [removed: Portfolio] [added: Portfolio, Americas,] and [removed: Americas | | |][added: Global Commercial Operations]

[removed: | Thierry Piéton | | | | | | 55 | | | | | |] [added: Thierry Piéton, 56 -] Executive Vice President and Chief Financial [removed: Officer | | |][added: Officer]

[removed: | Brett Wall | | | | | | 60 | | | | | |] [added: Kweli Thompson, M.D., 52 -] Executive Vice President and President, Neuroscience [removed: Portfolio | | |][added: Portfolio]

[removed: | Matthew Walter | | | | | | 46 | | | | | |] [added: Matthew Walter, 47 -] Senior Vice President, [removed: Chief] Human [removed: Resources Officer | | |][added: Resources, IT, and Global Communications & Corporate Marketing]

Mr. Martha [removed: assumed the role of CEO on April 27, 2020 and] became Chairman of the Board [removed: on] [added: of Directors in] December [removed: 11, 2020.][added: 2020 subsequent to his appointment as Chief Executive Officer in April 2020 and a Director in November 2019.]

He served as President from November 2019 through April [removed: 2020 and joined the Board of Directors in November 2019.][added: 2020.]

Previously, Mr. Martha was Executive Vice President and President, Restorative Therapies [removed: Group, a role he held since August 2015,] [added: Group from 2015 to 2019,] and [removed: he was] Senior Vice President of Strategy and Business Development [removed: of the Company beginning in January 2015 and of Medtronic, Inc. beginning] [added: upon joining Medtronic] in [removed: August 2011.][added: 2011 until 2015.]

[removed: Fong, age 63,] [added: Ms. Quinn] has been Executive Vice President, General Counsel and Secretary of Medtronic since [removed: February 2022.][added: joining Medtronic in July 2025.]

[removed: Skip Kiil, age 51, became] [added: Mr. Kiil has been] Executive Vice President and President of Medtronic's Cardiovascular Portfolio [removed: in] [added: since] May 2025.

[removed: Michael Marinaro, age 54,] [added: Mr. Marinaro,] has been Executive Vice President and President of Medtronic’s Medical Surgical [removed: Portfolio and] [added: Portfolio,] Americas [added: and Global Commercial Operations] since February 2024.

[removed: Thierry Piéton, age 55,] [added: Mr. Piéton] has been Executive Vice President and Chief Financial Officer of Medtronic since March 2025.

Previously, he served as Chief Financial Officer of Renault Group (Paris) from March 2022 to February 2025, and he was Senior Vice President, Deputy [added: Chief Financial Officer and Group Controller, Renault Group and Chief Financial Officer, Renault Brand (Paris) from June 2016 to February 2022.]

[removed: Matthew Walter, age 46,] [added: Mr. Walter] has been Senior Vice President, [removed: Chief] Human Resources [removed: Officer] of Medtronic since June [removed: 2023.][added: 2023, of Global Communications & Corporate Marketing since August 2025, and of IT since April 2026.]

Prior thereto, he served in various leadership positions of increasing responsibility at GE Healthcare and GE Capital.

Prior thereto, he served in various leadership positions of increasing responsibility at Stryker and Novartis.

Previously, she served as Executive Vice President and General Counsel of Becton, Dickinson and Company from April 2023 to July 2025, where she was Senior Vice President, Deputy General Counsel and Chief Ethics and Compliance Officer from February 2022 to April 2023; Senior Vice President, Chief Ethics & Compliance Officer, Chief Regulatory Counsel from May 2019 to January 2023; and Senior Vice President, Chief Compliance Officer from February 2019 to May 2019.

Prior thereto, Ms. Quinn held several leadership positions at Sandoz Inc., a division of Novartis, from 2015 to 2019 and served as Vice President, Associate General Counsel at Catalent Pharma Solutions from 2010 to 2015.

Dr. Thompson has been Executive Vice President and President of Medtronic’s Neuroscience Portfolio since June 2026.

He previously served as Senior Vice President and Operating Unit President, Cardiac Rhythm Management since 2022.

Prior thereto, he was Vice President/General Manager Defibrillation Solutions from 2020 to 2022, Vice President/General Manager Cardiac Resynchronization Therapy from 2016 to 2020, and Vice President Clinical, Cardiac and Vascular Group from 2012 to 2017.

Dr. Thompson joined Medtronic in 2002 and has served in various leadership positions of increasing responsibility since that time.

The following table shows the name, age, and position as of June 15, 2025 of each of our Executive Officers:

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

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

| Name | | | | | | Age | | | | | | Position with the Company | | |

| Gregory L. Smith | | | | | | 61 | | | | | | Executive Vice President, Enterprise Operations | | |

Martha, age 55, is Chairman and Chief Executive Officer of Medtronic.

Prior 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.

Ivan K.

Prior to that, he held several leadership positions at 3M Company from 2012 to 2022, including Executive Vice President, Chief Legal and Policy Officer and Secretary.

Prior to joining 3M Company, Mr. Fong served as General Counsel of the U.S. Department of Homeland Security from 2009 to 2012.

Prior to his role with the U.S. Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc from 2005 to 2009.

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

Gregory Smith, age 61, is Executive Vice President, Enterprise Operations, a position he has held since April 2021.

Prior to joining Medtronic, he was Executive Vice President of U.S. Supply Chain at Walmart.

In addition, Mr. Smith served as Senior Vice President, Global Operations at The Goodyear Tire & Rubber Company, and held leadership roles at ConAgra Foods, United Signature Foods, VDK Frozen Foods and Quaker Oats.

Brett Wall, age 60, is Executive Vice President and President of Medtronic’s Neuroscience Portfolio.

Mr. Wall previously served as Senior Vice President and President of the Brain Therapies division of Medtronic within the Restorative Therapies Group from March 2016 to November 2019.

Prior to that, Mr. Wall served as Senior Vice President and President of Medtronic’s Neurovascular business.

Prior to joining Medtronic, he served as Covidien’s 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 Pacific and Marketing Manager, Japan, from September 1995 to September 2000.

The information required by Item 11 will be included in our Proxy Statement for the [removed: 2025] [added: 2026] 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 and Talent Committee Report,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April [removed: 25, 2025.][added: 24, 2026.]

The information required by Item 12 will be included in our Proxy Statement for the [removed: 2025] [added: 2026] 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: 25, 2025.][added: 24, 2026.]

The information required by Item 13 will be included in our Proxy Statement for the [removed: 2025] [added: 2026] 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: 25, 2025.][added: 24, 2026.]

The information required by Item 14 will be included in our Proxy Statement for the [removed: 2025] [added: 2026] 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: 25, 2025.][added: 24, 2026.]

| | | | Schedule II. Valuation and Qualifying Accounts — fiscal years [removed: ended April 25,] [added: 2026,] 2025, [removed: April 26, 2024,] and [removed: April 28, 2023.] [added: 2024.] | | |

| Allowance for [removed: doubtful accounts and] credit losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal year [removed: ended April 25,] 2025 | | | [removed: $ |] 173 | | | | | [removed: $] | 123 | | | | | [removed: $] | — | | | | | [removed: $] | (97) | | [removed: (a)] | [added: (a)] | | [removed: $] | 199 | | [added: |]

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

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

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

| [removed: | | |] All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | | | | | | | | | | | | | | |

| [removed: | | |] 2. Exhibits | | | | | | | | | | | | | | |

| [removed: | | |] Exhibit No. | | | | | | Description | | | | | |

| [removed: | | |] 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. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515020681/d859999dex31.htm) | | | | | |

| [removed: | | |] 3.2 | | | | | | [Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to Medtronic plc’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-3,] [added: 8-K,] filed on [removed: February 6, 2017,] [added: October 21, 2025,] File No. [removed: 333-215895).](https://www.sec.gov/Archives/edgar/data/64670/000119312517030983/d338710dex32.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000162828025045695/amendedandrestatedmemorand.htm)] | | | | | |

| [removed: | | |] 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. 333-157777).](https://www.sec.gov/Archives/edgar/data/64670/000095013709001623/c49806exv4w1.htm) | | | | | |

| [removed: | | |] 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. 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000095013709001761/c50013exv4w1.htm) | | | | | |

| [removed: | | |] 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. 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000095012310025103/c56981exv4w1.htm) | | | | | |

| [removed: | | |] 4.4 | | | | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated March [removed: 15, 2011,] [added: 19, 2012,] between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Medtronic, Inc.’s Current [removed: report] [added: Report] on Form 8-K, filed on March [removed: 16, 2011,] [added: 20, 2012,] File No. [removed: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000095012311025816/c63508exv4w1.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312512123407/d318842dex42.htm)] | | | | | |

| [removed: | | |] 4.5 | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated March [removed: 19, 2012,] [added: 26, 2013,] between Medtronic, Inc. and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Medtronic, Inc.’s Current Report on Form 8-K, filed on March [removed: 20, 2012,] [added: 26, 2013,] File No. [removed: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312512123407/d318842dex42.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312513126071/d508677dex41.htm)] | | | | | |

| [removed: | | |] 4.6 | | | | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated [removed: March 26, 2013,] [added: February 27, 2014,] between Medtronic, Inc. and Wells Fargo Bank, National Association (including the [removed: Forms] [added: Form] of [removed: Notes] [added: Global Note] thereof) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Medtronic, Inc.’s Current Report on Form 8-K, filed on [removed: March 26, 2013,] [added: February 27, 2014,] File No. [removed: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312513126071/d508677dex41.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514072613/d684319dex42.htm)] | | | | | |

| [removed: | | | 4.7] [added: 4.8] | | | | | | [removed: [Sixth Supplemental Indenture,] [added: [Indenture,] dated [removed: February 27,] [added: December 10,] 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association [removed: (including the Form of Global Note thereof)] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Medtronic, Inc.’s Current Report on Form [removed: 8-K,] [added: 8-K] filed [added: with the Commission] on [removed: February 27,] [added: December 10,] 2014, File No. [removed: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514072613/d684319dex42.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex41.htm)] | | | | | |

| [removed: | | | 4.8] [added: 4.7] | | | | | | [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. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex42.htm) | | | | | |

| [removed: | | |] 4.9 | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated December 10, 2014, between Medtronic, Inc. and Wells Fargo Bank, National Association [added: (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 [removed: 4.1 to] [added: 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).](https://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex41.htm)] [added: 001-07707).](https://www.sec.gov/Archives/edgar/data/64670/000119312514439048/d835649dex42.htm)] | | | | | |

| [removed: | | | 4.11] [added: 4.10] | | | | | | [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. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex43.htm) | | | | | |

| [removed: | | | 4.12] [added: 4.11] | | | | | | [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. 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex44.htm) | | | | | |

| [removed: | | | 4.13] [added: 4.12] | | | | | | [Fourth Supplemental Indenture to Medtronic, Inc. Senior Indenture, dated as of February 22, 2023, among Medtronic Global Holdings, S.C.A., Medtronic, Inc. and Medtronic plc and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, N.A.), as trustee (incorporated by reference to Exhibit 4.9 to Medtronic plc’s Registration Statement on Form S-3, filed on March 3, 2023)](https://www.sec.gov/Archives/edgar/data/64670/000119312523060059/d449390dex49.htm) | | | | | |

| [removed: | | | 4.14] [added: 4.13] | | | | | | [Fifth Supplemental Indenture to Medtronic, Inc. Senior Indenture, dated as of June 3, 2024, among Medtronic, Inc., Medtronic plc, Medtronic Global Holdings S.C.A., Computershare Trust Company, N.A., as trustee, and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Form 8-K, filed on June 3, 2024)](https://www.sec.gov/Archives/edgar/data/1613103/000119312524152334/d811133dex41.htm) | | | | | |

| [removed: | | |] 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. 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41a.htm) | | | | | |

| [removed: | | |] 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. 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312507222875/dex41e.htm) | | | | | |

| [removed: | | |] 4.17 | | | | | | [removed: [Fifth] [added: [Ninth] Supplemental Indenture, dated as of [removed: June 4, 2009,] [added: January 26, 2015,] by and among [added: Medtronic plc, Medtronic Global Holdings S.C.A.,] Covidien [added: public limited company, Covidien] International Finance S.A., Covidien [removed: Ltd., Covidien plc] [added: Ltd.] and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit [removed: 4.1] [added: 4.5] to [removed: Covidien] [added: Medtronic] plc’s Current Report on Form [removed: 8-K12G3] [added: 8-K12B,] filed on [removed: June 5, 2009,] [added: January 27, 2015,] File No. [removed: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312509125706/dex41.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312515021837/d859367dex45.htm)] | | | | | |

| [removed: | | |] 4.18 | | | | | | [removed: [Sixth Supplemental] [added: [Senior] Indenture, dated as of [removed: June] [added: March] 28, [removed: 2010,] [added: 2017, by and] among [removed: Covidien International Finance S.A., Covidien Ltd., Covidien plc] [added: Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc.,] and [removed: Deutsche Bank Trust Company Americas] [added: Wells Fargo Bank, N.A.] (incorporated by reference to Exhibit 4.1 to [removed: Covidien] [added: Medtronic] plc’s Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: June] [added: March] 28, [removed: 2010,] [added: 2017,] File No. [removed: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312510148405/dex41.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589dex41.htm)] | | | | | |

| [removed: | | |] 4.19 | | | | | | [removed: [Seventh] [added: [Second] Supplemental Indenture, dated as of [removed: May 30, 2012,] [added: March 7, 2019, by and] among [removed: Covidien International Finance S.A., Covidien Ltd., Covidien plc] [added: Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., Wells Fargo Bank, N.A.,] and [removed: Deutsche Bank Trust Company Americas] [added: Elavon Financial Services DAC, UK Branch] (incorporated by reference to Exhibit 4.1 to [removed: Covidien] [added: Medtronic] plc’s Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: May 30, 2012,] [added: March 7, 2019,] File No. [removed: 001-33259).](https://www.sec.gov/Archives/edgar/data/1385187/000119312512253576/d359452dex41.htm)] [added: 001-36820).](https://www.sec.gov/Archives/edgar/data/1613103/000119312519066295/d710754dex41.htm)] | | | | | |