ResMed 10-K 2026-06-30
Filed 2026-08-13. 24 sections, 578K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2026
Commission file number: 001-15317
ResMed Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
98-0152841
(IRS Employer Identification No.)
9001 Spectrum Center Blvd.
San Diego, CA 92123
United States of America
(Address of principal executive offices, including zip code)
(858) 836-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.004 per share | RMD | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | x | Accelerated Filer | ¨ | ||||||||
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | ¨ | ||||||||
| Emerging Growth Company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of December 31, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), computed by reference to the closing sale price of such stock on the New York Stock Exchange, was
$34,917,180,979. All directors, executive officers, and 10% stockholders of registrant are considered affiliates. This determination of affiliate status with respect to the foregoing calculation is not a determination for other purposes.
At August 10, 2026, the registrant had 144,252,306 shares of Common Stock, $0.004 par value, issued and outstanding. This number excludes 46,798,043 shares held by the registrant as treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement to be delivered to stockholders in connection with the registrant’s 2026 Annual Meeting of Stockholders, to be filed within 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
As used in this 10-K, the terms "Resmed", "we", "us", "our" and "the Company" refer to ResMed Inc., a Delaware corporation, and its subsidiaries, on a consolidated basis, unless otherwise stated.
| PART I | Item 1 | ||||
| RESMED INC. AND SUBSIDIARIES |
PART I
Cautionary Note Regarding Forward-Looking Statements
This report contains or may contain certain forward-looking statements and information that are based on the beliefs of our management as well as estimates and assumptions made by, and information currently available to, our management. All statements other than statements regarding historical facts are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “will continue,” “will,” “estimate,” “plan,” “future” and other similar expressions, and negative statements of such expressions, generally identify forward-looking statements, including, in particular, statements regarding expectations of future revenue or earnings, expenses, results of operations, new product development, new product launches, new markets for our products, the integration of acquisitions and success of strategic initiatives, including divestitures, our supply chain, domestic and international regulatory developments, litigation, tax outlook, and the expected impact of macroeconomic conditions on our business. These forward-looking statements are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements reflect the views of our management at the time the statements are made and are subject to a number of risks, uncertainties, estimates and assumptions, including, without limitation, and in addition to those identified in the text surrounding such statements, those identified in Part I, Item 1A “Risk Factors” and elsewhere in this report. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.
In addition, important factors to consider in evaluating such forward-looking statements include changes or developments in healthcare reform, social, macroeconomic, market, legal or regulatory circumstances, including the impact of public health crises; changes in our business or growth strategy or an inability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors, disruptions and delays in the supply chain, the actions or omissions of third parties, including suppliers, customers, competitors and governmental authorities, geopolitical and economic conditions in foreign jurisdictions impacting our business, including the direct or indirect effects of new or increased tariffs, the indirect costs associated with global trade disruption and various other factors. If any one or more of these risks or uncertainties materialize, or underlying estimates or assumptions prove incorrect, actual results may vary significantly from those expressed in our forward-looking statements, and there can be no assurance that the forward-looking statements contained in this report will in fact occur.
Item 1. BUSINESS
General
We are a global leader in digital health and cloud-connected medical devices. We design innovative technology to empower people to live happier, healthier lives. Our artificial intelligence, or AI, powered digital health solutions, cloud-connected devices and intelligent software are designed to make home healthcare more personalized, accessible and effective. By enabling better care, our products improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems.
Following our formation in 1989, we commercialized a continuous positive airway pressure, or CPAP, treatment for obstructive sleep apnea, or OSA, which was the first successful non-invasive treatment for OSA. CPAP systems deliver pressurized air, typically through a mask, to prevent collapse of the upper airway during sleep. Since the development of CPAP, we have expanded our business by developing or acquiring a number of innovative products and solutions for a broad range of sleep and related breathing health disorders including technologies to be applied in medical and consumer products, life support and ventilation devices, diagnostic products, mask systems for use in the hospital and home, headgear and other accessories, and dental devices. In addition, we are a leading provider of cloud-based health applications, software and devices designed to provide connected care, enabling clinicians to manage more patients efficiently and effectively, as well as enabling and encouraging patients’ long-term adherence to and satisfaction with their therapy.
In June 2026, we acquired Noctrix Health, LLC, or Noctrix, a company with an FDA De Novo classified medical device that treats restless legs syndrome. The acquisition expands our clinical sleep health portfolio into an adjacent area of unmet
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| PART I | Item 1 | ||||
| RESMED INC. AND SUBSIDIARIES |
need. Noctrix will operate as a wholly owned subsidiary of Resmed. Additional information regarding the transaction is included in Note 18 – Business Combinations and Divestitures of the Notes to Consolidated Financial Statements (Part II, Item 8).
Through our acquisition of VirtuOx in 2025, we operate a software-enabled independent diagnostic testing facility, or IDTF, that provides technology solutions to facilitate in-home and remote testing services for sleep, respiratory, cardiac, and other health conditions across the United States, or U.S. This acquisition strengthens our position in the sleep and breathing health market by expanding our ability to offer end-to-end solutions, including home-based diagnostics and patient monitoring.
We also provide management software that assists providers to operate more effectively and efficiently across various residential care settings. Through Brightree, we provide software solutions and services that enable durable or home medical equipment, or DME/HME, to automate clinical workflows, optimize billing and compliance, and drive patient engagement in the U.S. Through MEDIFOX DAN, we provide a leading care management software platform which helps residential care providers in Germany to deliver and manager care more efficiently through integrated digital solutions. Through the MatrixCare business as defined below, we provide similar care management software solutions for senior living, skilled nursing, life plan communities, home health, hospice and adjacent providers in the U.S. Together, our software solutions support providers by improving workflow efficiency and patient experience through value-added solutions with broad applicability.
On June 30, 2026, we entered into a definitive agreement to sell our MatrixCare business for $490 million in an all-cash transaction, subject to certain closing adjustments. The transaction includes MatrixCare and related software offerings historically sold under the MatrixCare brand, including Healthcare First, Citus, and home health and hospice solutions, collectively defined as the "MatrixCare business”. The transaction is the result of portfolio optimization to sharpen our focus on our core growth areas of sleep, breathing and connected home-based healthcare. The transaction is expected to close in the first quarter of fiscal year 2027. Additional information regarding the transaction is included in Note 18 – Business Combinations and Divestitures of the Notes to Consolidated Financial Statements (Part II, Item 8).
We employ approximately 11,370 people and sell our products in more than 140 countries through a combination of wholly owned subsidiaries and independent distributors.
Our website address is www.resmed.com. We make our periodic reports, together with any amendments, available on our investor relations website (https://investor.resmed.com), free of charge, as soon as reasonably practicable after we electronically file or furnish the reports with the U.S. Securities and Exchange Commission, or SEC. The SEC maintains a website, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We also make available on our investor relations website, public financial information for which a report is not required to be filed with or furnished to the SEC. Information contained on our website or in reports, other than those filed with or furnished to the SEC, is not part of or incorporated into this report.
Corporate History
Our Australian subsidiary, ResMed Holdings Pty Limited, was originally organized in 1989 by Dr. Peter Farrell to acquire from Baxter Center for Medical Research Pty Limited, or Baxter, the rights to certain technology relating to CPAP treatment as well as Baxter’s existing CPAP device business. Baxter acquired the rights to the technology in 1987 and sold CPAP devices in Australia from 1988 until our acquisition of the business.
ResMed Inc., a Delaware corporation, was formed in March 1994 as the ultimate holding company for our operating subsidiaries. In June 1995, we completed an initial public offering of common stock and our common stock began trading on the NASDAQ National Market. In September 1999, we transferred our principal listing to the New York Stock Exchange, or NYSE, trading under the ticker symbol “RMD”. In November 1999, we established a secondary listing of our common stock via Chess Depositary Instruments, or CDIs, on the Australian Stock Exchange (now known as the Australian Securities Exchange), or ASX, also under the symbol “RMD”. Ten CDIs on the ASX represent one share of our common stock on the NYSE.
Since formation, we have grown organically through global expansion as well as by acquiring a number of businesses, including distributors, suppliers, developers of medical equipment and related technologies, an independent diagnostic testing facility and software solution providers.
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| PART I | Item 1 | ||||
| RESMED INC. AND SUBSIDIARIES |
Segment Information
We operate in two segments, which are the Sleep and Breathing Health segment and Residential Care Software segment. See Note 13 – Segment Information of the Notes to Consolidated Financial Statements (Part II, Item 8) for financial information regarding segment reporting. Financial information about our revenues from and assets located in foreign countries is also included in the notes to our consolidated financial statements.
The Market
We focus on sleep and related breathing health, both of which we believe are globally underpenetrated, and where we believe our products can improve patient outcomes, create efficiencies for our customers, help physicians and providers better manage chronic d
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Item 1A. RISK FACTORS
Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other cautionary statements and risks described elsewhere, and the other information contained in this Report and in our other filings with the SEC, including our subsequent reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs, with material adverse effects on us, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our common stock will likely decline, and you may lose all or part of your investment.
Summary of Risk Factors
The following is a summary of the risks that are more fully described in the following section below:
Risks Related to Our Business and Industry
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Our inability to compete with new and existing technology may harm our business.
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Consolidation in the healthcare industry and healthcare payment reform could have an adverse effect on our revenues and results of operations.
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Global macroeconomic conditions, including the direct and indirect effects of inflation, supply chain disruptions, reciprocal tariffs, and fluctuations in foreign currency exchange rates, could adversely affect our operations and profitability.
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Our business, financial condition and results of operations could be harmed by the effects of pandemics, epidemics, or other public health crises.
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We are subject to various risks relating to international activities that could affect our overall profitability.
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Our products are the subject of clinical trials conducted by us, our competitors, or other third parties, the results of which may be unfavorable, or perceived as unfavorable, and could have a material adverse effect on our business, financial condition, and results of operations.
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We are subject to potential product liability claims that may exceed the scope and amount of our insurance coverage, which would expose us to liability for uninsured claims.
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We are subject to potential professional services liability claims due to our recent acquisition of VirtuOx, which may exceed the scope and amount of our insurance coverage, which would expose us to liability for uninsured claims.
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Our intellectual property may not protect our products, and/or our products may infringe on the intellectual property rights of third parties.
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If we fail to source, develop and retain key employees, our business may suffer.
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Our leverage and debt service obligations could adversely affect our business.
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We are subject to new areas of direct healthcare oversight by federal government agencies due to our acquisitions of VirtuOx and Noctrix.
Risks Related to Manufacturing, IT Systems, Commercial Operations and Plans for Future Growth
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Disruptions in the supply of components from our suppliers could result in a significant reduction in sales and profitability.
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We are increasingly dependent on information technology systems and infrastructure. Failed, substandard or delayed efforts to improve our IT System infrastructure may result in disruption to our business or materially increased costs.
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Actual or attempted breaches of security, unauthorized disclosure of information, attacks which reduce availability of systems such as denial of service, or the perception that personal and/or other sensitive or confidential information in our possession is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation.
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Failure to identify, execute, and integrate acquired businesses into our operations successfully, or challenges related to the Company's strategic initiatives, including divestitures.
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If we are unable to support our continued growth or achieve expected operating efficiencies, our business could suffer.
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| PART I | Item 1A |
RESMED INC. AND SUBSIDIARIES
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Our business depends on our ability to effectively educate and engage dealers of home healthcare products, sleep clinics and physicians, health care providers, and patients regarding the benefits of our products, software solutions and services.
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The success of our software offerings depends substantially on customers entering, renewing, upgrading and expanding their agreements for cloud services, term licenses, and maintenance and support agreements with us. Any decline in our customer renewals, upgrades or expansions could adversely affect our future operating results.
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If our software products fail to perform properly or if we fail to develop enhancements, we could lose customers, become subject to service performance or warranty claims and our sales could decline.
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If there are interruptions or performance problems associated with our technology or infrastructure, our existing software customers may experience service outages, and our new customers may experience delays in the deployment of our platforms.
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Climate change and natural disasters, or other events beyond our control, could negatively impact our business operations and financial condition.
Risks Related to Non-Compliance with Laws, Regulations and Healthcare Industry Shifts
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Healthcare reform or other cost-cutting measures, including changes in coverage policy for our products and services, by government or commercial payors may have a material adverse effect on our industry and our results of operations.
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Government and private insurance plans may not adequately reimburse our customers for our products, which could result in reductions in sales or selling prices for our products.
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We are subject to various risks relating to our compliance with fraud and abuse laws and transparency laws relating to our interactions with our customers, healthcare providers, other referral sources and patients, which could subject us to government investigation, litigation, or other penalties to the extent our activities or relationships are found not to comply or could otherwise cause us to incur significant costs to defend our actions, and could result in substantial fines, penalties, harm our reputation in the market, divert our management’s attention, or result in changes in our business operations that could harm our ability to successfully market and sell our products and services.
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Our use and disclosure of personal information, including health information, is subject to federal, state and foreign privacy, artificial intelligence, data, biometrics and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability, regulatory investigations, legal actions, or reputational harm.
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Our business activities are subject to extensive regulation, and any failure to comply could have a material adverse effect on our business, financial condition, or results of operations.
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Our use of artificial intelligence in certain products, software solutions and business operations may expose us to operational, regulatory and reputational risks that could adversely affect our business, financial condition and results of operations.
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Product sales, introductions or modifications may be delayed or canceled as a result of FDA regulations or similar foreign regulations, which could cause our sales and profits to decline.
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We are subject to substantial regulation related to quality standards applicable to our manufacturing and quality processes. Our failure to comply with these standards could have an adverse effect on our business, financial condition, or results of operations.
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Disruptions a
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Risk Management and Strategy
We seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. Our cybersecurity program is designed to protect information and information systems from unauthorized access, use, disclosure, disruption, modification, or destruction. Our management team has adopted policies, standards, processes, and practices and implemented controls and procedures that allow us to assess, identify and manage material risks from cybersecurity threats enabling our board of directors to actively oversee the strategic direction, objectives, and effectiveness of our cybersecurity risk management framework. Our processes are integrated into our overall enterprise risk management program, as implemented by management and as overseen by our board of directors. Our board of directors has an important role in risk oversight.
To identify and assess material risks from cybersecurity threats, we use a risk assessment process aligned with standard industry frameworks such as the National Institute of Standards and Technology, or NIST, International Organization for Standardization, or ISO, 27001 and other industry standards. We engage in regular network and endpoint monitoring, vulnerability assessments, and penetration testing, among other exercises. We continuously monitor threats and unauthorized access to our network through both internal and external third-party resources. We have developed incident response plans which include triage, assessing the severity of incidents, escalation protocols, containment of incidents, investigation of incidents, and remediation. We provide annual privacy and security training for all employees which incorporates awareness of cyber threats (including but not limited to malware, ransomware, and social engineering attacks), password hygiene and incident reporting processes.
We have also implemented processes to identify, monitor and address material risks from cybersecurity threats associated with our use of critical third-party service providers, including those in our supply chain or who have access to our systems, data or facilities that house such systems or data. Additionally, we require those third parties that could introduce significant cybersecurity risk to us to provide ISO certifications or Service Organization Controls, or SOC, 2 reports as evidence of a cybersecurity audit and these reports are reviewed and assessed for risk.
We review our cybersecurity risk framework and related policies both internally and externally by third parties at least annually. Our risk management program is also reviewed annually as part of SOC 2 and Health Information Trust Alliance, or HITRUST, Common Security Framework audits.
We are not aware of any known risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. Despite our security measures, however, there can be no assurance that we, or the third parties with which we interact, will not experience a cybersecurity incident in the future that may materially affect us. For additional information, see Item 1A. “Risk Factors” for a discussion of cybersecurity risks that we face.
Governance
Role of the Board of Directors and the Audit Committee
As part of the board of directors’ role in overseeing our enterprise risk management program, which includes our cybersecurity risk management framework, the board of directors is responsible for exercising oversight of management’s identification and management of, and planning for, material cybersecurity risks that may reasonably be expected to impact us. The audit committee is responsible for reviewing proposed disclosures in connection with any material cybersecurity incident consistent with our disclosure obligations under Item 1.05 of Form 8-K. The board of directors is informed of our cybersecurity risk management and receives an overview of our cybersecurity program from the Chief Information Security Officer, or CISO, at least annually. That overview covers, among other topics, the cybersecurity risk landscape and trends, data security posture, results from third-party assessments, training and vulnerability testing, our incident
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| PART I | Item 1B — 4 | ||||
| RESMED INC. AND SUBSIDIARIES |
response plan, material cybersecurity risks, whether developing or actual, as well as the steps management has taken to respond to such risks, emerging cybersecurity regulations, technologies and best practices.
Role of Management
Our CISO, Chief Financial Officer, Global General Counsel, internal audit, and privacy teams are responsible for management’s oversight of cybersecurity governance, awareness, and security compliance. Our CISO meets regularly with this group to review the cybersecurity program designed to protect our information systems from cybersecurity threats and to respond to incidents in accordance with our incident response plan.
The CISO manages a team that is responsible for day-to-day tracking, assessing and management of threats. Through ongoing communications, the CISO and key stakeholders are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents and progress on cybersecurity infrastructure initiatives. In the event of a material cybersecurity incident or investigation, management will, in compliance with escalation protocols in place, promptly report to the board of directors, as appropriate, in accordance with our incident response plan and other policies, and determine the timing of action, and necessary response.
Our CISO has over 20 years of experience in various roles in information technology and information security, including serving as CISO at Mattel and Universal Music Group. He holds an MBA degree and several relevant certifications, including Certified Information Security Manager, Certified Information Systems Security Professional, Certified in Risk and Information System Control, and Certified Information Privacy Professional.
Item 2. PROPERTIES
We conduct our operations in both owned and leased properties. Our principal executive offices and U.S. sales facilities consist of approximately 230,000 square feet and are located on Spectrum Center Boulevard in San Diego, California, in a building we own. We have our primary research and development facilities, as well as office and manufacturing facilities at our owned site in Sydney, Australia. Other facilities are in Atlanta, Georgia, Greenwood, Indiana, Moreno Valley, California, Chatsworth, California, and Calabasas, California, U.S.A.; Singapore; Johor Bahru, Malaysia; Lyon, France; Gremsdorf and Munich, Germany; and Suzhou, China.
We believe that our facilities meet the needs of our current business operations. At June 30, 2026, our principal owned and leased properties were as follows:
| Location | Ownership Status (Owned / Leased) | Square Footage | Primary Usage | ||||||||
| San Diego, California | Owned | 230,000 | Corporate headquarters, engineering, research and development, sales and administration | ||||||||
| Sydney, Australia | Owned | 437,000 | Manufacturing, engineering, research and development, sales and administration | ||||||||
| Suzhou, China | Owned | 53,000 | Manufacturing, warehouse, engineering, research and development | ||||||||
| Atlanta, Georgia | Leased | 467,000 | Manufacturing, warehouse and distribution | ||||||||
| Greenwood, Indiana | Leased | 447,000 | Warehouse and distribution | ||||||||
| Johor, Malaysia | Leased | 349,000 | Manufacturing, engineering, research and development | ||||||||
| Singapore | Leased | 305,000 | Manufacturing, engineering, research and development, sales and administration | ||||||||
| Moreno Valley, California | Leased | 244,000 | Warehouse and distribution | ||||||||
| Lyon, France | Leased | 132,000 | Sales, manufacturing and distribution | ||||||||
| Calabasas, California(1) | Leased | 129,000 | Manufacturing, engineering, research and development | ||||||||
| Chatsworth, California(1) | Leased | 72,000 | Manufacturing, engineering, research and development | ||||||||
| Atlanta, Georgia | Leased | 61,000 | Residential Care Software sales and administration, engineering, research and development | ||||||||
| Gremsdorf, Germany | Leased | 51,000 | Warehouse and distribution, sales and administration | ||||||||
| Munich, Germany | Leased | 46,000 | Sales and distribution |
(1)Operations fully transitioned from our Chatsworth, California location to our Calabasas, California location during fiscal year 2027.
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| PART I | Item 1B — 4 | ||||
| RESMED INC. AND SUBSIDIARIES |
Item 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. See Note 15 – Legal Actions, Contingencies and Commitments of the Notes to Consolidated Financial Statements (Part II, Item 8) included in this report, which is incorporated by reference herein.
Litigation is inherently uncertain. Accordingly, we cannot predict with certainty the outcome of these matters. But we do not expect the outcome of these matters to have a material adverse effect on our consolidated financial statements when taken as a whole.
Item 4. MINE SAFETY DISCLOSURES
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NYSE under the symbol “RMD”. As of July 31, 2026, there were 31 holders of record of our common stock, although the actual number of stockholders of our common stock is greater than this number of holders of record and many of these holders of record own shares as nominees on behalf of other beneficial owners.
Securities Authorized for Issuance Under Equity Compensation Plans
The information included under Item 12 of Part III of this Report, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” is hereby incorporated by reference into this Item 5 of Part II of this Report.
Purchases of Equity Securities
The following table summarizes our purchases of common stock during the three months ended June 30, 2026:
| Period | Total Number of Shares Purchased | Average Price Paid per Share (USD) | Total Number of Shares Purchased as Part of Publicly Announced Programs | Maximum Number of Shares that May Yet Be Purchased Under the Program | ||||||||||||||||||||||
| April 1 - 30, 2026 | — | $ | — | 45,826,079 | 8,889,934 | |||||||||||||||||||||
| May 1 - 31, 2026 | 971,964 | 205.75 | 46,798,043 | 7,917,970 | ||||||||||||||||||||||
| June 1 - 30, 2026 | — | — | 46,798,043 | 7,917,970 | ||||||||||||||||||||||
| Total | 971,964 | $ | 205.75 | 46,798,043 | 7,917,970 |
On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20 million shares of our common stock. The program allows us to repurchase shares of our common stock from time to time for cash in the open market, or in negotiated or block transactions, as market and business conditions warrant and subject to applicable legal requirements. The share repurchase program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. All share repurchases after February 21, 2014 have been executed under this program. Since approval of the share repurchase program in 2014 through June 30, 2026, we have repurchased a total of approximately 12.1 million shares for an aggregate of $1.6 billion. As of June 30, 2026, approximately 7.9 million additional shares can be repurchased under the approved share repurchase program.
Dividends
While we have historically paid dividends to holders of our common stock on a quarterly basis, the declaration and payment of future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs and regulatory considerations, and are at the discretion of our board of directors pursuant to authority delegated to our audit committee.
PERFORMANCE GRAPH
This performance graph is furnished and shall not be deemed “filed” with the SEC or subject to Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended.
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| PART II | Item 5 | ||||
| RESMED INC. AND SUBSIDIARIES |
The following graph compares the cumulative total stockholders return on our common stock from June 30, 2021 through June 30, 2026, with the comparable cumulative return of the S&P 500 index, the S&P 500 Health Care index, and the Dow Jones U.S. Select Medical Equipment index. The graph assumes that $100 was invested in our common stock and each index on June 30, 2021. In addition, the graph assumes the reinvestment of all dividends paid. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

The following table shows total indexed return of stock price plus reinvestments of dividends, assuming an initial investment of $100 at June 30, 2021, for the indicated periods.
| Index | 2022 | 2023 | 2024 | 2025 | 2026 | ||||||||||||
| ResMed Inc. | 85 | 88 | 77 | 105 | 78 | ||||||||||||
| S&P 500 | 88 | 104 | 127 | 144 | 175 | ||||||||||||
| S&P 500 Health Care | 102 | 105 | 116 | 107 | 126 | ||||||||||||
| Dow Jones U.S. Select Medical Equipment | 84 | 94 | 93 | 104 | 82 |
Item 6. RESERVED
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| PART II | Item 7 | ||||
| RESMED INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Management’s discussion and analysis of financial condition and results of operations, or the MD&A, is intended to help the reader understand our results of operations and financial condition. It is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and notes included in this report.
We are a global leader in digital health and cloud-connected medical devices. We design innovative technology with the intention to empower people to live happier, healthier lives. Our artificial intelligence, or AI, powered digital health solutions, cloud-connected devices and intelligent software are designed to make home healthcare more personalized, accessible and effective. By enabling better care, our products seek to improve quality of life, reduce the impact of chronic disease, and lower costs for consumers and healthcare systems.
Since the development of continuous positive airway pressure therapy, we have expanded our business by developing or acquiring a number of innovative products and solutions for a broad range of sleep and related breathing health disorders including technologies to be applied in medical and consumer products, life support and ventilation devices, diagnostic products, mask systems for use in the hospital and home, headgear and other accessories, and dental devices. In addition, we are a leading provider of cloud-based health applications, software and devices designed to provide connected care, enabling clinicians to manage more patients efficiently and effectively, as well as enabling and encouraging patients’ long-term adherence to and satisfaction with their therapy. Our growth has been fueled by geographic expansion, our research and product development efforts, acquisitions and an increasing awareness of sleep and related breathing health conditions, like chronic obstructive pulmonary disease, as significant health concerns.
We are committed to ongoing investment in research and development and product enhancements. During fiscal year 2026, we invested $378 million on research and development activities, which represents 6.7% of net revenues with a continued focus on the development and commercialization of new, innovative products and solutions that improve patient outcomes, create efficiencies for our customers and help physicians and providers better manage chronic disease and lower healthcare costs. For example, our newest device, AirSense 11, introduced new features such as a touch screen, algorithms for patients new to therapy, digital enhancements and over-the-air update capabilities. Our operations include residential care software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. These platforms, together with our cloud-based remote monitoring and therapy management system and robust product pipeline, should continue to provide a strong foundation for future growth.
We have determined that we have two operating segments, which are the sleep and respiratory disorders sector of the medical device industry, or Sleep and Breathing Health, and the supply of business management software as a service to residential healthcare providers, or Residential Care Software.
In June 2026, we acquired Noctrix Health, LLC, or Noctrix, a company with an FDA De Novo classified medical device that treats restless legs syndrome. The acquisition expands our clinical sleep health portfolio into an adjacent area of unmet need. Noctrix will operate as a wholly owned subsidiary of Resmed.
On June 30, 2026, we entered into a definitive agreement to sell our MatrixCare business for $490 million in an all-cash transaction, subject to certain closing adjustments. The transaction includes MatrixCare and related software offerings historically sold under the MatrixCare brand, including Healthcare First, Citus, and home health and hospice solutions, collectively defined as the "MatrixCare business”. The transaction is expected to close in the first quarter of fiscal year 2027. During fiscal year 2026, the MatrixCare business represented approximately $220 million of revenue and approximately $28 million of operating profit, which included approximately $28 million of amortization from acquired intangibles. As of June 30, 2026, we determined that the MatrixCare business meets the criteria to be classified as held for sale. The results of operations of the MatrixCare business are included in continuing operations for all periods presented, as the disposition does not represent a strategic shift that will have a major effect on our operations or financial results and therefore does not meet the criteria to be classified as discontinued operations. Additional information regarding the sale of the MatrixCare business and the acquisition of Noctrix is included in Note 18 – Business Combinations and Divestitures of the Notes to Consolidated Financial Statements (Part II, Item 8).
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| PART II | Item 7 | ||||
| RESMED INC. AND SUBSIDIARIES Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Net revenue in fiscal year 2026 increased to $5,653 million, from $5,146 million for the year ended June 30, 2025, an increase of $507 million or 10% compared to fiscal year 2025. Gross profit increased for the year ended June 30, 2026 to $3,452 million, from $3,055 million for the year ended June 30, 2025, an increase of $397 million or 13% compared to fiscal year 2025. Our net income for the year ended June 30, 2026 was $1,523 million, or $10.43 per diluted share, compared to net income of $1,401 million, or $9.51 per diluted share, for the year ended June 30, 2025.
Total operating cash flow for fiscal year 2026 was $1.8 billion and at June 30, 2026, our cash and cash equivalents totaled $1.5 billion. At June 30, 2026, our total assets were $9.0 billion and our stockholders’ equity was $6.6 billion. We paid a quarterly dividend of $0.60 per share during fiscal 2026 with a total amount of $350 million paid to stockholders.
In order to provide a framework for assessing how our underlying businesses performed, excluding the effect of foreign currency fluctuations, we provide certain financial information on a “constant currency basis”, which is in addition to the actual financial information presented. To calculate our constant currency information, we translate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable period. However, constant currency measures should not be considered in isolation or as an alternative to United States, or U.S., dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP.
For discussion related to the results of operations and changes in financial condition for the fiscal year ended June 30, 2025 compared to fiscal year June 30, 2024, please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the Year Ended June 30, 2025, which was filed with the U.S. Securities and Exchange Commission, or SEC, on August 8, 2025.
Fiscal Year Ended June 30, 2026 Compared to Fiscal Year Ended June 30, 2025
Net Revenues
Net revenue for the year ended June 30, 2026 increased to $5,653 million from $5,146 million for the year ended June 30, 2025, an increase of $507 million or 10% (an 8% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region for the year ended June 30, 2026 compared to the year ended June 30, 2025
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET AND BUSINESS RISKS
Foreign Currency Market Risk
Our reporting currency is the U.S. dollar, although the financial statements of our non-U.S. subsidiaries are maintained in their respective local currencies. We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have significant foreign currency exposure through our Australian and Singapore manufacturing activities and our international sales operations.
Net Investment and Fair Value Hedging
We enter into foreign cross-currency swaps as net investment hedges and fair value hedges in designated hedging relationships with either the foreign denominated net asset balances or the foreign denominated intercompany loan as the hedged items. All derivatives are recorded at fair value as either an asset or liability. Cash flows associated with derivative instruments are presented in the same category on the consolidated statements of cash flows as the hedged item.
The purpose of the cross-currency swaps for the fair value hedge is to mitigate foreign currency risk associated with changes in spot rates on foreign denominated intercompany debt between USD and EUR. For these hedges, we excluded certain components from the assessment of hedge effectiveness that are not related to spot rates. For fair value hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in the same line item as the hedged item, Other, net, in the condensed consolidated statement of income. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the statement of income under a systematic and rational method over the life of the hedging instrument and is presented in interest (expense) income, net. Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income.
The purpose of the cross-currency swaps for net investment hedges is to mitigate foreign currency risk associated with changes in spot rates on the net asset balances of our foreign functional subsidiaries. For net investment hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in cumulative translation adjustment within other comprehensive loss and reclassified into earnings when the hedged net investment is either sold or substantially liquidated. The initial fair value of components excluded from the assessment of hedge effectiveness will be recognized in interest (expense) income, net.
The notional value of outstanding foreign cross-currency swaps was $3,412 million and $1,128 million at June 30, 2026 and June 30, 2025, respectively. These contracts mature at various dates prior to January 31, 2036.
Non-Designated Hedges
We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have foreign currency exposure through both our Australian and Singapore manufacturing activities, and international sales operations. We have established a foreign currency hedging program using purchased foreign currency call options, collars and forward contracts to hedge foreign-currency-denominated financial assets, liabilities and manufacturing cash flows. The terms of such foreign currency hedging contracts generally do not exceed three years. The purpose of this hedging program is to economically manage the financial impact of foreign currency exposures denominated mainly in Euros, and Australian and Singapore dollars. Under this program, increases or decreases in our foreign currency denominated financial assets, liabilities, and firm commitments are partially offset by gains and losses on the hedging instruments. We do not designate these foreign currency contracts as hedges. All movements in the fair value of the foreign currency instruments are recorded within other, net in our condensed consolidated statements of income.
The notional value of the outstanding non-designated hedges was $1,285 million and $1,410 million at June 30, 2026 and June 30, 2025, respectively. These contracts mature at various dates prior to June 17, 2027.
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| PART II | Item 7A | ||||
| RESMED INC. AND SUBSIDIARIES Quantitative and Qualitative Disclosures About Market and Business Risks |
Fair Values of Derivative Instruments
The table below provides information (in U.S. dollars) on our significant foreign-currency-denominated financial assets by legal entity functional currency as of June 30, 2026 (in thousands):
| U.S. Dollar (USD) | Euro (EUR) | Canadian Dollar (CAD) | Chinese Yuan (CNY) | Korean Won (KRW) | |||||||||||||||||||||||||
| AUD Functional: | |||||||||||||||||||||||||||||
| Net Assets/(Liabilities) | 389,425 | (148,456) | (74) | 38,789 | 19,413 | ||||||||||||||||||||||||
| Foreign Currency Hedges | (355,000) | 131,289 | — | (44,182) | (25,819) | ||||||||||||||||||||||||
| Net Total | 34,425 | (17,167) | (74) | (5,393) | (6,406) | ||||||||||||||||||||||||
| USD Functional: | |||||||||||||||||||||||||||||
| Net Assets/(Liabilities) | — | 322,372 | 38,076 | — | — | ||||||||||||||||||||||||
| Foreign Currency Hedges | — | (319,661) | (35,196) | — | — | ||||||||||||||||||||||||
| Net Total | — | 2,711 | 2,880 | — | — | ||||||||||||||||||||||||
| EUR Functional: | |||||||||||||||||||||||||||||
| Net Assets/(Liabilities) | — | 2,710 | 2,880 | — | — | ||||||||||||||||||||||||
| Foreign Currency Hedges | 6,651 | — | — | — | — | ||||||||||||||||||||||||
| Net Total | 6,651 | 2,710 | 2,880 | — | — | ||||||||||||||||||||||||
| SGD Functional: | |||||||||||||||||||||||||||||
| Net Assets/(Liabilities) | 401,156 | 240,228 | — | 5,581 | — | ||||||||||||||||||||||||
| Foreign Currency Hedges | (425,000) | (251,162) | — | — | — | ||||||||||||||||||||||||
| Net Total | (23,844) | (10,934) | — | 5,581 | — |
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| PART II | Item 7A | ||||
| RESMED INC. AND SUBSIDIARIES Quantitative and Qualitative Disclosures About Market and Business Risks |
The table below provides information about our material foreign currency derivative financial instruments and presents the information in U.S. dollar equivalents. The table summarizes information on instruments and transactions that are sensitive to foreign currency exchange rates, including foreign currency call options, collars, forward contracts and cross-currency swaps held at June 30, 2026. The table presents the notional amounts and weighted average exchange rates by contractual maturity dates for our foreign currency derivative financial instruments, including the forward contracts used to hedge our foreign currency denominated assets and liabilities. These notional amounts generally are used to calculate payments to be exchanged under the contracts (in thousands, except exchange rates).
| Fair Value Assets / (Liabilities) | |||||||||||||||||||||||||||||
| Total | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||||
| AUD/USD | |||||||||||||||||||||||||||||
| Contract amount | 355,000 | (10,551) | 2,969 | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | AUD 1 = USD 0.7123 | ||||||||||||||||||||||||||||
| AUD/EUR | |||||||||||||||||||||||||||||
| Contract amount | 131,289 | 2,177 | (1,203) | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | AUD 1 = EUR 0.6130 | ||||||||||||||||||||||||||||
| SGD/EUR | |||||||||||||||||||||||||||||
| Contract amount | 268,287 | 1,701 | (1,426) | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | SGD 1 = EUR 0.6717 | ||||||||||||||||||||||||||||
| SGD/USD | |||||||||||||||||||||||||||||
| Contract amount | 425,000 | (4,856) | 3,031 | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | SGD 1 = USD 0.7831 | ||||||||||||||||||||||||||||
| AUD/CNY | |||||||||||||||||||||||||||||
| Contract amount | 44,182 | (1,099) | 374 | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | AUD 1 = CNY 4.7882 | ||||||||||||||||||||||||||||
| AUD/KRW | |||||||||||||||||||||||||||||
| Contract amount | 25,819 | 313 | — | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | AUD 1 = KRW 1,057.5981 | ||||||||||||||||||||||||||||
| USD/EUR | |||||||||||||||||||||||||||||
| Contract amount | 1,094,379 | (96,601) | (128,631) | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | USD 1 = EUR 0.9610 | ||||||||||||||||||||||||||||
| USD/SGD | |||||||||||||||||||||||||||||
| Contract amount | 2,317,584 | (104,564) | — | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | USD 1 = SGD 1.2744 | ||||||||||||||||||||||||||||
| USD/CAD | |||||||||||||||||||||||||||||
| Contract amount | 35,196 | 889 | 370 | ||||||||||||||||||||||||||
| Ave. contractual exchange rate | CAD 1 = USD 0.7217 |
Interest Rate Risk
We are exposed to risk associated with changes in interest rates affecting the return on our cash and cash equivalents and debt. At June 30, 2026, we held cash and cash equivalents of $1,469 million principally comprising of bank term deposits, at-call accounts and money market accounts, which are invested at both short-term fixed interest rates and variable interest rates. At June 30, 2026, there was $160 million outstanding under the term loan facilities, which were subject to variable interest rates. A hypothetical 10% change in interest rates during the year ended June 30, 2026, would not have had a material impact on pretax income. We have no interest rate hedging agreements. On July 10, 2019, we entered into the Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250 million principal amount of our 3.24% senior notes due July 10, 2026, and $250 million principal amount of our 3.45% senior notes due July 10, 2029. The interest rate on these notes is fixed and not subject to fluctuation.
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| PART II | Item 7A | ||||
| RESMED INC. AND SUBSIDIARIES Quantitative and Qualitative Disclosures About Market and Business Risks |
Inflation
Inflationary factors such as increases in the cost of our products, freight, overhead costs or wage rates may adversely affect our operating results. Sustained inflationary pressures in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating margin if we are unable to offset such higher costs through price increases.
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| PART II | Item 8 | ||||
| RESMED INC. AND SUBSIDIARIES |
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to the financial statements set forth in Item 15 of Part IV of this report, “Exhibits and Consolidated Financial Statement Schedules.”
(a) Index to Consolidated Financial Statements
(b) Supplementary Data
Quarterly Financial Information (unaudited)—The quarterly results for the years ended June 30, 2026 and 2025 are summarized below (in thousands, except per share amounts):
| 2026 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Fiscal Year | |||||||||||||||||||||||||||
| Net revenue | $ | 1,335,582 | $ | 1,422,808 | $ | 1,431,406 | $ | 1,463,647 | $ | 5,653,443 | ||||||||||||||||||||||
| Gross profit | $ | 820,820 | $ | 878,724 | $ | 890,979 | $ | 861,216 | $ | 3,451,739 | ||||||||||||||||||||||
| Net income | $ | 348,536 | $ | 392,593 | $ | 398,732 | $ | 383,432 | $ | 1,523,293 | ||||||||||||||||||||||
| Basic earnings per share | $ | 2.38 | $ | 2.69 | $ | 2.74 | $ | 2.65 | $ | 10.47 | ||||||||||||||||||||||
| Diluted earnings per share | $ | 2.37 | $ | 2.68 | $ | 2.74 | $ | 2.64 | $ | 10.43 |
| 2025 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Fiscal Year | |||||||||||||||||||||||||||
| Net revenue | $ | 1,224,509 | $ | 1,282,089 | $ | 1,291,736 | $ | 1,347,993 | $ | 5,146,327 | ||||||||||||||||||||||
| Gross profit | $ | 717,219 | $ | 751,275 | $ | 766,409 | $ | 820,070 | $ | 3,054,970 | ||||||||||||||||||||||
| Net income | $ | 311,355 | $ | 344,622 | $ | 365,041 | $ | 379,705 | $ | 1,400,723 | ||||||||||||||||||||||
| Basic earnings per share | $ | 2.12 | $ | 2.35 | $ | 2.49 | $ | 2.59 | $ | 9.55 | ||||||||||||||||||||||
| Diluted earnings per share | $ | 2.11 | $ | 2.34 | $ | 2.48 | $ | 2.58 | $ | 9.51 |
Note: the amounts for each quarter are computed independently and, due to the computation formula, the sum of the four quarters may not equal the year.
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| PART II | Item 8 | ||||
| RESMED INC. AND SUBSIDIARIES |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
ResMed Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of ResMed Inc. and subsidiaries (the Company) as of June 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee a
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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| PART II | Items 9 – 9C | ||||
| RESMED INC. AND SUBSIDIARIES |
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that:
(i)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Management reviewed the results of its assessment with the audit committee of our board of directors.
Based on that assessment under the framework in Internal Control-Integrated Framework (2013), management concluded that the company’s internal control over financial reporting was effective as of June 30, 2026.
KPMG LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements of ResMed Inc. included in this report, has issued an attestation report on the effectiveness of internal control over financial reporting.
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| PART II | Items 9 – 9C | ||||
| RESMED INC. AND SUBSIDIARIES |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
ResMed Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited ResMed Inc. and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated August 13, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
San Diego, California
August 13, 2026
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| PART II | Items 9 – 9C | ||||
| RESMED INC. AND SUBSIDIARIES |
Item 9B. OTHER INFORMATION
Insider Trading Arrangements
Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by our insider trading policy. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers and certain employees who, at such time, are not in possession of material non-public information are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of our stock, including shares acquired pursuant to our equity incentive plans. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The use of these trading plans permits asset diversification as well as personal financial and tax planning. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our insider trading policy and certain minimum holding requirements.
During the quarterly period ended June 30, 2026, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each term as defined in Item 408 of Regulation S-K).
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this Item is premised on information that will be included in our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the SEC within 120 days after June 30, 2026.
We have filed as exhibits to this report for the year ended June 30, 2026, the certifications of our chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
Code of Conduct
We have adopted a Code of Business Conduct & Ethics that applies to our board of directors and all of our employees, including our chief executive officer and principal financial officer.
Our code of conduct is available at our website by visiting https://investor.resmed.com/ and clicking through “Corporate Governance,” “Governance Documents,” and “Code of Conduct -English.” When required by the rules of the NYSE, or the SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver
Item 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the SEC within 120 days after June 30, 2026.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the SEC within 120 days after June 30, 2026.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the SEC within 120 days after June 30, 2026.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the SEC within 120 days after June 30, 2026.
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| PART IV | Items 15 – 16 | ||||
| RESMED INC. AND SUBSIDIARIES |
PART IV
Item 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
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| PART IV | Items 15 – 16 | ||||
| RESMED INC. AND SUBSIDIARIES |
*Management contract or compensatory plan or arrangement
Item 16. FORM 10-K SUMMARY
None.
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| PART IV | Signatures | ||||
| RESMED INC. AND SUBSIDIARIES |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATED August 13, 2026
ResMed Inc.
| /s/ MICHAEL J. FARRELL | |||||
| Michael J. Farrell | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) |
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| PART IV | Signatures | ||||
| RESMED INC. AND SUBSIDIARIES |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||||||||||||
| /S/ MICHAEL J. FARRELL | Chief Executive Officer and Chairman | August 13, 2026 | ||||||||||||
| Michael J. Farrell | (Principal Executive Officer) | |||||||||||||
| /S/ AARON BLOOMER | Chief Financial Officer | August 13, 2026 | ||||||||||||
| Aaron Bloomer | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
| /S/ PETER C. FARRELL | Director and Chair Emeritus | August 13, 2026 | ||||||||||||
| Peter C. Farrell | ||||||||||||||
| /S/ CAROL J. BURT | Director | August 13, 2026 | ||||||||||||
| Carol J. Burt | ||||||||||||||
| /S/ CHRISTOPHER DELOREFICE | Director | August 13, 2026 | ||||||||||||
| Christopher DelOrefice | ||||||||||||||
| /S/ JAN DE WITTE | Director | August 13, 2026 | ||||||||||||
| Jan De Witte | ||||||||||||||
| /S/ KAREN DREXLER | Director | August 13, 2026 | ||||||||||||
| Karen Drexler | ||||||||||||||
| /S/ HARJIT GILL | Director | August 13, 2026 | ||||||||||||
| Harjit Gill | ||||||||||||||
| /S/ JOHN HERNANDEZ | Director | August 13, 2026 | ||||||||||||
| John Hernandez | ||||||||||||||
| /S/ NICOLE MOWAD-NASSAR | Director | August 13, 2026 | ||||||||||||
| Nicole Mowad-Nassar | ||||||||||||||
| /S/ DESNEY TAN | Director | August 13, 2026 | ||||||||||||
| Desney Tan | ||||||||||||||
| /S/ RON TAYLOR | Director | August 13, 2026 | ||||||||||||
| Ron Taylor | ||||||||||||||
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