ResMed 10-Q 2025-12-31

Filed 2026-01-30. 8 sections, 194K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q


(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

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

(I.R.S. 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.004 per shareRMDNew York Stock Exchange

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 o

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 o

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 FilerxAccelerated Filero
Non-Accelerated FileroSmaller Reporting Companyo
Emerging Growth Companyo

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

At January 26, 2026 there were 145,678,401 shares of Common Stock ($0.004 par value) outstanding. This number excludes 45,152,661 shares held by the registrant as treasury shares.

RESMED INC. AND SUBSIDIARIES

INDEX

Part IFinancial Information3
Item 1Financial Statements3
Condensed Consolidated Balance Sheets (Unaudited)3
Condensed Consolidated Statements of Operations (Unaudited)4
Condensed Consolidated Statements of Comprehensive Income (Unaudited)5
Condensed Consolidated Statements of Changes in Equity (Unaudited)6
Condensed Consolidated Statements of Cash Flows (Unaudited)8
Notes to the Condensed Consolidated Financial Statements (Unaudited)9
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3Quantitative and Qualitative Disclosures About Market Risk37
Item 4Controls and Procedures40
Part IIOther Information41
Item 1Legal Proceedings41
Item 1ARisk Factors41
Item 2Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities41
Item 3Defaults Upon Senior Securities41
Item 4Mine Safety Disclosures41
Item 5Other Information41
Item 6Exhibits43
Signatures44
PART I – FINANCIAL INFORMATIONItem 1

Item 1. Financial Statements

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In US$ and in thousands, except share and per share data)

December 31, 2025June 30, 2025
Assets
Current assets:
Cash and cash equivalents$1,417,069$1,209,450
Accounts receivable, net of allowances of $29,209 and $22,424 at December 31, 2025 and June 30, 2025, respectively985,634939,492
Inventories (note 3)922,045927,711
Prepaid expenses and other current assets (note 3)494,053428,952
Total current assets3,818,8013,505,605
Non-current assets:
Property, plant and equipment, net (note 3)564,254550,790
Operating lease right-of-use assets165,916167,497
Goodwill (note 4)3,044,3703,046,680
Other intangible assets, net (note 3)430,240464,861
Deferred income taxes285,907253,119
Prepaid taxes and other non-current assets193,882185,839
Total non-current assets4,684,5694,668,786
Total assets$8,503,370$8,174,391
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$250,406$278,157
Accrued expenses391,500402,253
Operating lease liabilities, current29,75930,506
Deferred revenue176,050166,030
Income taxes payable140,493132,274
Short-term debt, net (note 7)259,9069,900
Total current liabilities1,248,1141,019,120
Non-current liabilities:
Deferred revenue159,789156,803
Deferred income taxes77,99477,682
Operating lease liabilities, non-current154,133153,015
Other long-term liabilities138,538141,520
Long-term debt, net (note 7)403,923658,392
Total non-current liabilities934,3771,187,412
Total liabilities2,182,4912,206,532
Commitments and contingencies (note 9)
Stockholders’ equity:
Preferred stock, $0.01 par value, 2,000,000 shares authorized; none issued——
Common stock, $0.004 par value, 350,000,000 shares authorized; 190,814,410 issued and 145,661,749 outstanding at December 31, 2025 and 190,311,097 issued and 146,385,350 outstanding at June 30, 2025763761
Additional paid-in capital2,102,9922,033,599
Retained earnings6,647,2856,081,490
Treasury stock, at cost, 45,152,661 shares at December 31, 2025 and 43,925,747 shares at June 30, 2025(2,400,298)(2,073,292)
Accumulated other comprehensive loss(29,863)(74,699)
Total stockholders’ equity6,320,8795,967,859
Total liabilities and stockholders’ equity$8,503,370$8,174,391

See the accompanying notes to the unaudited condensed consolidated financial statements.

PART I – FINANCIAL INFORMATIONItem 1

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(In US$ and in thousands, except per share data)

Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
Net revenue - Sleep and Breathing Health products$1,255,938$1,125,593$2,425,384$2,193,330
Net revenue - Residential Care Software166,870156,496333,006313,268
Net revenue1,422,8081,282,0892,758,3902,506,598
Cost of sales - Sleep and Breathing Health products484,792473,388940,910924,700
Cost of sales - Residential Care Software51,48449,792102,30798,100
Cost of sales (exclusive of amortization shown separately below)536,276523,1801,043,2171,022,800
Amortization of acquired intangible assets - Sleep and Breathing Health products1,4151,2302,8352,440
Amortization of acquired intangible assets - Residential Care Software6,3936,40412,79512,864
Amortization of acquired intangible assets7,8087,63415,63015,304
Total cost of sales544,084530,8141,058,8471,038,104
Gross profit878,724751,2751,699,5431,468,494
Selling, general, and administrative278,396241,613537,590480,592
Research and development90,96981,372178,292160,897
Amortization of acquired intangible assets11,76411,04723,72122,451
Restructuring expenses (note 11)5,935—21,745—
Total operating expenses387,064334,032761,348663,940
Income from operations491,660417,243938,195804,554
Other income (loss), net:
Interest (expense) income, net7,949(775)16,742(2,436)
Gain (loss) attributable to equity method investments (note 5)1,5151,0773,0042,040
Gain (loss

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Special 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, new product development, new product launches, new markets for our products, the integration of acquisitions, 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 our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 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 new or increased tariffs, 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.

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, in addition to the other cautionary statements and risks described elsewhere in this report and in our other filings with the Securities and Exchange Commission, or the SEC, including our subsequent reports on Forms 10-Q and 8-K. These risks and uncertainties are not the only ones 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.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following is an overview of our results of operations for the three and six months ended December 31, 2025. 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 condensed consolidated financial statements and notes included in this report.

We are a global leader in the development, manufacturing, distribution and marketing of medical devices and cloud-based software applications that diagnose, treat and manage respiratory disorders, including sleep disordered breathing, or SDB, chronic obstructive pulmonary disease, neuromuscular disease and other chronic diseases. SDB includes obstructive sleep apnea and other respiratory disorders that occur during sleep. Our products and solutions are designed to improve patient quality of life, reduce the impact of chronic disease and lower healthcare costs as global healthcare systems continue to drive a shift in care from hospitals to the home and lower cost settings. Our digital cloud-based health software applications, along with our devices, are designed to provide connected care to improve patient outcomes and efficiencies for our customers.

Since the development of continuous positive airway pressure therapy, we have expanded our business by developing or acquiring a number of products and solutions for a broader range of respiratory disorders including technologies to be applied in medical and consumer products, ventilation devices, diagnostic products, mask systems for use in the hospital and home, headgear and other accessories, dental devices, and cloud-based software informatics solutions to manage patient outcomes and customer and provider business processes. Our growth has been fueled by geographic expansion, our research and product development efforts, acquisitions and an increasing awareness of SDB and respiratory conditions like chronic obstructive pulmonary disease as significant health concerns.

We are committed to ongoing investment in research and development and product enhancements. During the three months ended December 31, 2025, we invested $91.0 million on research and development activities, which represents 6.4% 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 comprise our Residential Care Software business and, along with our cloud-based remote monitoring and therapy management system, and a robust product pipeline, these products should continue to provide us with a strong platform 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 out-of-hospital health providers, or Residential Care Software.

Net revenue for the three months ended December 31, 2025 was $1.4 billion, an increase of 11% compared to the three months ended December 31, 2024. Gross margin was 61.8% for the three months ended December 31, 2025 compared to 58.6% for the three months ended December 31, 2024. Diluted earnings per share was $2.68 for the three months ended December 31, 2025, compared to diluted earnings per share of $2.34 for the three months ended December 31, 2024.

At December 31, 2025, our cash and cash equivalents totaled $1.4 billion, our total assets were $8.5 billion and our stockholders’ equity was $6.3 billion.

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. In order 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 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.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Three Months Ended December 31, 2025 Compared to the Three Months Ended December 31, 2024

Net Revenue

Net revenue for the three months ended December 31, 2025 increased to $1,422.8 million from $1,282.1 million for the three months ended December 31, 2024, an increase of $140.7 million or 11% (a 9% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):

Three Months Ended December 31,% ChangeConstant Currency*
20252024
U.S., Canada and Latin America
Devices$448,047$414,4538%
Masks and other386,984334,49616
Total U.S., Canada and Latin America$835,031$748,94911%
Combined Europe, Asia and other markets
Devices$278,167$254,8499%5%
Masks and other142,740121,795178
Total Combined Europe, Asia and other markets$420,907$376,64412%6%
Global revenue
Total Devices$726,214$669,3029%7%
Total Masks and other529,724456,2911614
Total Sleep and Breathing Health$1,255,938$1,125,59312%10%
Residential Care Software166,870156,4967%5%
Total$1,422,808$1,282,08911%9%

*Constant currency numbers exclude the impact of movements in international currencies.

Sleep and Breathing Health

Net revenue from our Sleep and Breathing Health business for the three months ended December 31, 2025 was $1,255.9 million, an increase of 12% compared to net revenue for the three months ended December 31, 2024. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $22.5 million for the three months ended December 31, 2025. Excluding the impact of currency movements, total Sleep and Breathing Health net revenue for the three months ended December 31, 2025 increased by 10% compared to the three months ended December 31, 2024. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.

Net revenue from our Sleep and Breathing Health business in the U.S., Canada and Latin America for the three months ended December 31, 2025 increased to $835.0 million from $748.9 million for the three months ended December 31, 2024, an increase of $86.1 million or 11%. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.

Net revenue from our Sleep and Breathing Health business in combined Europe, Asia and other markets increased for the three months ended December 31, 2025 to $420.9 million from $376.6 million for the three months ended December 31, 2024, an increase of $44.3 million or 12% (a 6% increase on a constant currency basis). The constant currency increase in device and mask sales in combined Europe, Asia and other was primarily attributable to increased demand and unit sales.

Net revenue from devices for the three months ended December 31, 2025 increased to $726.2 million from $669.3 million for the three months ended December 31, 2024, an increase of $56.9 million or 9%, including an increase of 8% in the U.S., Canada and Latin America and an increase of 9% in combined Europe, Asia and other markets (a 5% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the three months ended December 31, 2025 increased by 7%.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net revenue from masks and other for the three months ended December 31, 2025 increased to $529.7 million from $456.3 million for the three months ended December 31, 2024, an increase of $73.4 million or 16%, including an increase of 16% in the U.S., Canada and Latin America and an increase of 17% in combined Europe, Asia and other markets (an 8% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales for the three months ended December 31, 2025 increased by 14%.

Residential Care Software

Net revenue from our Residential Care Software business for the three months ended December 31, 2025 increased to $166.9 million from $156.5 million for the three months ended December 31, 2024, an increase of $10.4 million or 7%. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $3.0 million for the three months ended December 31, 2025. Excluding the impact of currency movements, net revenue from our Residential Care Software business for the three months ended December 31, 2025 increased by 5% compared to the three months ended December 31, 2024. The increase was predominantly due to strong growth in the MEDIFOX DAN and Home and Hospice business verticals, partially offset by weaker performance in our Senior Living and Long-Term Care business vertical.

Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024

Net Revenue

Net revenue for the six months ended December 31, 2025 increased to $2,758.4 million from $2,506.6 million for the six months ended December 31, 2024, an increase of $251.8 million or 10% (an 8% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):

Six Months Ended December 31,% ChangeConstant Currency*
20252024
U.S., Canada and Latin America
Devices$861,485$798,9838%
Masks and other748,300657,27114
Total U.S., Canada and Latin America$1,609,785$1,456,25411%
Combined Europe, Asia and other markets
Devices$545,039$496,10410%6%
Masks and other270,560240,972126
Total Combined Europe, Asia and other markets$815,599$737,07611%6%
Global revenue
Total Devices$1,406,524$1,295,0879%7%
Total Masks and other1,018,860898,2431312
Total Sleep and Breathing Health$2,425,384$2,193,33011%9%
Residential Care Software333,006313,2686%5%
Total$2,758,390$2,506,59810%8%

*Constant currency numbers exclude the impact of movements in international currencies.

Sleep and Breathing Health

Net revenue from our Sleep and Breathing Health business for the six months ended December 31, 2025 was $2,425.4 million, an increase of 11% compared to net revenue for the six months ended December 31, 2024. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $36.0 million for the six months ended December 31, 2025. Excluding the impact of currency movements, total Sleep and Breathing Health net revenue for the six months ended December 31, 2025 increased by 9% compared to the six months ended December 31, 2024. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net revenue from our Sleep and Breathing Health business in the U.S., Canada and Latin America for the six months ended December 31, 2025 increased to $1,609.8 million from $1,456.3 million for the six months ended December 31, 2024, an increase of $153.5 million or 11%. The increase in net revenue associated with our devices and masks was primarily attributable to increased demand and unit sales.

Net revenue in combined Europe, Asia and other markets increased for the six months ended December 31, 2025 to $815.6 million from $737.1 million for the six months ended December 31, 2024, an increase of $78.5 million or 11% (a 6% increase on a constant currency basis). The constant currency increase in device and mask sales in combined Europe, Asia and other markets was primarily attributable to increased demand and unit sales.

Net revenue from devices for the six months ended December 31, 2025 increased to $1,406.5 million from $1,295.1 million for the six months ended December 31, 2024, an increase of $111.4 million or 9%, including an increase of 8% in the U.S., Canada and Latin America and an increase of 10% in combined Europe, Asia and other markets (a 6% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the six months ended December 31, 2025 increased by 7%.

Net revenue from masks and other for the six months ended December 31, 2025 increased to $1,018.9 million from $898.2 million for the six months ended December 31, 2024, an increase of $120.6 million or 13%, including an increase of 14% in the U.S., Canada and Latin America and an increase of 12% in combined Europe, Asia and other markets (a 6% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 12%, compared to the six months ended December 31, 2024.

Residential Care Software

Net revenue from our Residential Care Software business for the six months ended December 31, 2025 increased to $333.0 million from $313.3 million for the six months ended December 31, 2024, an increase of $19.7 million or 6%. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $5.0 million for the six months ended December 31, 2025. Excluding the impact of currency movements, net revenue from our Residential Care Software business for the six months ended December 31, 2025 increased by 5% compared to the six months ended December 31, 2024. The increase was predominantly due to continued growth in the MEDIFOX DAN vertical within our Residential Care Software business, partially offset by weaker performance in our Senior Living and Long-Term Care business vertical.

Gross Profit and Gross Margin

Gross profit increased for the three months ended December 31, 2025 to $878.7 million from $751.3 million for the three months ended December 31, 2024, an increase of $127.4 million or 17%. Gross margin, which is gross profit as a percentage of net revenue, for the three months ended December 31, 2025 was 61.8% compared to 58.6% for the three months ended December 31, 2024.

The increase in gross margin for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 was due primarily to manufacturing and logistics efficiencies and component cost improvements.

Gross profit increased for the six months ended December 31, 2025 to $1,699.5 million from $1,468.5 million for the six months ended December 31, 2024, an increase of $231.0 million or 16%. Gross margin for the six months ended December 31, 2025 was 61.6% compared to 58.6% for the six months ended December 31, 2024.

The increase in gross margin for the six months ended December 31, 2025 compared to the six months ended December 31, 2024 was due primarily to manufacturing and logistics efficiencies and component cost improvements.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Expenses

The following table summarizes our operating expenses (in thousands):

Three Months Ended December 31,Change% ChangeConstant Currency
20252024
Selling, general, and administrative$278,396$241,613$36,78315%12%
as a % of net revenue19.6%18.8%
Research and development$90,969$81,372$9,59712%10%
as a % of net revenue6.4%6.3%
Amortization of acquired intangible assets$11,764$11,047$7176%2%
Six Months Ended December 31,Change% ChangeConstant Currency
20252024
Selling, general, and administrative$537,590$480,592$56,99812%10%
as a % of net revenue19.5%19.2%
Research and development$178,292$160,897$17,39511%10%
as a % of net revenue6.5%6.4%
Amortization of acquired intangible assets$23,721$22,451$1,2706%2%

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased for the three months ended December 31, 2025 to $278.4 million from $241.6 million for the three months ended December 31, 2024, an increase of $36.8 million or 15%. Selling, general, and administrative expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $7.5 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the three months ended December 31, 2025 increased by 12% compared to the three months ended December 31, 2024. As a percentage of net revenue, selling, general, and administrative expenses were 19.6% for the three months ended December 31, 2025, compared to 18.8% for the three months ended December 31, 2024.

The constant currency increase in selling, general, and administrative expenses during the three months ended December 31, 2025 compared to the three months ended December 31, 2024 was primarily due to employee-related costs, additional expenses associated with our VirtuOx acquisition during the three months ended June 30, 2025 and marketing and technology investments.

Selling, general, and administrative expenses increased for the six months ended December 31, 2025 to $537.6 million from $480.6 million for the six months ended December 31, 2024, an increase of $57.0 million or 12%. Selling, general, and administrative expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $11.0 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the six months ended December 31, 2025 increased by 10% compared to the six months ended December 31, 2024. As a percentage of net revenue, selling, general, and administrative expenses were 19.5% for the six months ended December 31, 2025, compared to 19.2% for the six months ended December 31, 2024.

The constant currency increase in selling, general, and administrative expenses during the six months ended December 31, 2025 compared to the six months ended December 31, 2024 was primarily due to employee-related costs, additional expenses associated with our VirtuOx acquisition during the three months ended June 30, 2025 and marketing and technology investments.

Research and Development Expenses

Research and development expenses increased for the three months ended December 31, 2025 to $91.0 million from $81.4 million for the three months ended December 31, 2024, an increase of $9.6 million, or 12%. Research and development expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

our expenses by approximately $1.1 million for the three months ended December 31, 2025, as reported in U.S. dollars Excluding the impact of foreign currency movements, research and development expenses increased by 10% compared to the three months ended December 31, 2024. As a percentage of net revenue, research and development expenses were 6.4% for the three months ended December 31, 2025 and 6.3% for the three months ended December 31, 2024.

The increase in research and development expenses during the three months ended December 31, 2025 compared to the three months ended December 31, 2024 was primarily due to increases in employee-related costs.

Research and development expenses increased for the six months ended December 31, 2025 to $178.3 million from $160.9 million for the six months ended December 31, 2024, an increase of $17.4 million, or 11%. Research and development expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $1.1 million for the six months ended December 31, 2025, as reported in U.S. dollars. Excluding the impact of foreign currency movements, research and development expenses increased by 10% compared to the six months ended December 31, 2024. As a percentage of net revenue, research and development expenses were 6.5% for the six months ended December 31, 2025, compared to 6.4% for the six months ended December 31, 2024.

The increase in research and development expenses in constant currency terms was primarily due to increases in employee-related costs.

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets for the three months ended December 31, 2025 totaled $11.8 million compared to $11.0 million for the three months ended December 31, 2024.

Amortization of acquired intangible assets for the six months ended December 31, 2025 totaled $23.7 million compared to $22.5 million for the six months ended December 31, 2024.

The increase in amortization of acquired intangible assets for the three and six months ended December 31, 2025 compared to the three and six months ended December 31, 2024 is due to amortization of intangibles from the VirtuOx acquisition during the three months ended June 30, 2025.

Restructuring Expenses

During the three and six months ended December 31, 2025, we recorded $5.9 million and $21.7 million of restructuring related charges, respectively, for employee severance and one-time termination benefits associated with workforce planning activities.

We did not record any restructuring expenses during the three and six months ended December 31, 2024.

Total Other Income (Loss), Net

The following table summarizes our other income (loss) (in thousands):

Three Months Ended December 31,
20252024Change
Interest income (expense), net$7,949$(775)$8,724
Gain (loss) attributable to equity method investments1,5151,077438
Gain (loss) on equity investments306(1,439)1,745
Other, net(5,282)2,216(7,498)
Total other income (loss), net$4,488$1,079$3,409
PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Six Months Ended December 31,
20252024Change
Interest (expense) income, net$16,742$(2,436)$19,178
Gain (loss) attributable to equity method investments3,0042,040964
Gain (loss) on equity investments(5,884)(2,119)(3,765)
Other, net(9,117)(219)(8,898)
Total other income (loss), net$4,745$(2,734)$7,479

Total other income (loss), net for the three months ended December 31, 2025 was income of $4.5 million compared to income of $1.1 million for the three months ended December 31, 2024. We recorded interest income, net of $7.9 million for the three months ended December 31, 2025 compared to interest expense, net of $0.8 million for the three months ended December 31, 2024 due to lower debt levels following repayments on our revolving credit facility. Additionally, we recorded a gain associated with our equity investments of $0.3 million for the three months ended December 31, 2025 compared to a loss of $1.4 million for the three months ended December 31, 2024.

Total other income (loss), net for the six months ended December 31, 2025 was income of $4.7 million compared to a loss of $2.7 million for the six months ended December 31, 2024. We recorded interest income, net of $16.7 million for the six months ended December 31, 2025 compared to interest expense, net of $2.4 million for the six months ended December 31, 2024 due to lower debt levels following repayments on our revolving credit facility. Interest income, net, was partially offset by a loss associated with our equity investments of $5.9 million for the six months ended December 31, 2025 compared to a loss of $2.1 million for the six months ended December 31, 2024.

Income Taxes

Our effective income tax rate for the three and six months ended December 31, 2025 was 20.9% and 21.4%, respectively, as compared to 17.6% and 18.2% for the three and six months ended December 31, 2024, respectively. Our effective rate of 20.9% for the three months ended December 31, 2025 differs from the statutory rate of 21.0% primarily due to foreign operations and research credits. The increase in our effective tax rate for the three and six months ended December 31, 2025 was primarily due to the impact of global minimum taxes implemented in accordance with Pillar Two and a shift in our global mix of earnings.

Our Singapore operations operate under certain tax holidays and tax incentive programs that will expire in whole or in part at various dates through June 30, 2030. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we treated all non-U.S. historical earnings as taxable during the year ended June 30, 2018. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax, if repatriated.

The Organization of Economic Co-operation and Development, or the OECD, and the G20 Inclusive Framework on Base Erosion and Profit Shifting, or the Inclusive Framework, has put forth two proposals—Pillar One and Pillar Two—that (i) revise the existing profit allocation and nexus rules and (ii) ensure a minimal level of taxation, respectively. Effective in our fiscal year beginning July 1, 2024, various jurisdictions in which we operate began implementing the global minimum tax prescribed under Pillar Two. Pillar Two legislation in effect as of December 31, 2025 has been incorporated into our condensed consolidated financial statements.

On January 5, 2026, the OECD issued administrative guidance regarding the Side-by-Side, or SbS, Safe Harbor under the Pillar Two global minimum tax framework, which is expected to exempt U.S. companies and their subsidiaries from certain provisions of Pillar Two beginning in fiscal year 2027. The SbS Safe Harbor does not impact us in the current fiscal year. However, we will continue to monitor regulatory developments and the implementation of the SbS Safe Harbor in the jurisdictions in which we operate.

Net Income and Earnings per Share

As a result of the factors above, our net income for the three months ended December 31, 2025 was $392.6 million compared to $344.6 million for the three months ended December 31, 2024, an increase of $48.0 million, or 14%.

Our diluted earnings per share for the three months ended December 31, 2025 was $2.68 per diluted share compared to $2.34 for the three months ended December 31, 2024, an increase of $0.34, or 15%.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

As a result of the factors above, our net income for the six months ended December 31, 2025 was $741.1 million compared to $656.0 million for the six months ended December 31, 2024, an increase of $85.2 million, or 13%.

Our diluted earnings per share for the six months ended December 31, 2025 was $5.05 per diluted share compared to $4.45 for the six months ended December 31, 2024, an increase of $0.60, or 13%.

Summary of Non-GAAP Financial Measures

In addition to financial information prepared in accordance with GAAP, our management uses certain non-GAAP financial measures, such as non-GAAP revenue, non-GAAP cost of sales, non-GAAP gross profit, non-GAAP gross margin, non-GAAP income from operations, non-GAAP net income, and non-GAAP diluted earnings per share, in evaluating the performance of our business. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide investors better insight when evaluating our performance from core operations and can provide more consistent financial reporting across periods. For these reasons, we use non-GAAP information internally in planning, forecasting, and evaluating the results of operations in the current period and in comparing it to past periods. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.

The measure “non-GAAP cost of sales” is equal to GAAP cost of sales less amortization of acquired intangible assets relating to cost of sales. The measure “non-GAAP gross profit” is the difference between GAAP net revenue and non-GAAP cost of sales, and “non-GAAP gross margin” is the ratio of non-GAAP gross profit to GAAP net revenue.

These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except percentages):

Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
GAAP Net revenue$1,422,808$1,282,089$2,758,390$2,506,598
GAAP Cost of sales$544,084$530,814$1,058,847$1,038,104
Less: Amortization of acquired intangibles(7,808)(7,634)(15,630)(15,304)
Non-GAAP cost of sales$536,276$523,180$1,043,217$1,022,800
GAAP gross profit$878,724$751,275$1,699,543$1,468,494
GAAP gross margin61.8%58.6%61.6%58.6%
Non-GAAP gross profit$886,532$758,909$1,715,173$1,483,798
Non-GAAP gross margin62.3%59.2%62.2%59.2%

The measure “non-GAAP income from operations” is equal to GAAP income from operations once adjusted for amortization of acquired intangibles and restructuring expenses. Non-GAAP income from operations is reconciled with GAAP income from operations below (in thousands):

Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
GAAP income from operations$491,660$417,243$938,195$804,554
Amortization of acquired intangibles - cost of sales7,8087,63415,63015,304
Amortization of acquired intangibles - operating expenses11,76411,04723,72122,451
Restructuring expenses5,935—21,745—
Non-GAAP income from operations$517,167$435,924$999,291$842,309

The measure “non-GAAP net income” is equal to GAAP net income once adjusted for amortization of acquired intangibles, restructuring expenses and associated tax effects. The measure “non-GAAP diluted earnings per share” is the

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ratio of non-GAAP net income to diluted shares outstanding. These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except for per share amounts):

Three Months Ended December 31,Six Months Ended December 31,
2025202420252024
GAAP net income$392,593$344,622$741,129$655,977
Amortization of acquired intangibles - cost of sales7,8087,63415,63015,304
Amortization of acquired intangibles - operating expenses11,76411,04723,72122,451
Restructuring expenses5,935—21,745—
Income tax effect on non-GAAP adjustments(6,627)(4,962)(15,875)(10,033)
Non-GAAP net income$411,473$358,341$786,350$683,699
Diluted shares outstanding146,372147,481146,633147,520
GAAP diluted earnings per share$2.68$2.34$5.05$4.45
Non-GAAP diluted earnings per share$2.81$2.43$5.36$4.63

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations and access to our revolving credit facility. Our primary uses of cash have been for research and development activities, selling and marketing activities, capital expenditures, strategic acquisitions and investments, dividend payments, share repurchases and repayment of debt obligations. We expect that cash provided by operating activities may fluctuate in future periods as a result of several factors, including fluctuations in our operating results, which include impacts from supply chain disruptions, working capital requirements and capital deployment decisions.

Our future capital requirements will depend on many factors including our growth rate in net revenue, third-party reimbursement of our products for our customers, the timing and extent of spending to support research development efforts, the expansion of selling, general and administrative activities, the timing of introductions of new products, and the expenditures associated with possible future acquisitions, investments or other business combination transactions. As we assess inorganic growth strategies, we may need to supplement our internally generated cash flow with outside sources. If we are required to access the debt market, we believe that we will be able to secure reasonable borrowing rates. As part of our liquidity strategy, we will continue to monitor our current level of earnings and cash flow generation as well as our ability to access the market considering those earning levels.

As of December 31, 2025 and June 30, 2025, we had cash and cash equivalents of $1,417.1 million and $1,209.5 million, respectively. Our cash and cash equivalents held within the U.S. at December 31, 2025 and June 30, 2025 were $794.5 million and $555.0 million, respectively. Our remaining cash and cash equivalent balances at December 31, 2025 and June 30, 2025, were $622.6 million and $654.5 million, respectively. Our cash and cash equivalent balances are held at highly rated financial institutions.

As of December 31, 2025, we had $1,500.0 million available for draw down under the revolving credit facility and a combined total of $2,917.1 million in cash and available liquidity under the revolving credit facility.

As a result of the U.S. Tax Cuts and Jobs Act of 2017, we treated all non-U.S. historical earnings as taxable, which resulted in additional tax expense of $126.9 million which was payable over the proceeding eight years. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax if repatriated.

We believe that our current sources of liquidity will be sufficient to fund our operations, including expected capital expenditures, for the next 12 months and beyond.

Revolving Credit Agreement, Term Credit Agreement and Senior Notes

On June 29, 2022, we entered into a second amended and restated credit agreement, or as amended from time to time, the Revolving Credit Agreement. The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $1,500.0 million, with an uncommitted option to increase the revolving credit facility by an additional amount equal to the greater of $1,000.0 million or 1.00 times the EBITDA for the trailing twelve-month measurement period. Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Syndicated Facility Agreement, or the Term Credit Agreement. The Term Credit Agreement, among other things, provides ResMed Pty Limited a senior unsecured term credit facility of $200.0 million. The Revolving Credit Agreement and Term Credit Agreement each terminate on June 29, 2027, when all unpaid principal and interest under the loans must be repaid. As of December 31, 2025, we had $1,500.0 million available for draw down under the revolving credit facility.

On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250.0 million principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million principal amount of our 3.45% senior notes due July 10, 2029, or Senior Notes.

On December 31, 2025, there was a total of $665.0 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes and we were in compliance with our debt covenants. We expect to satisfy all of our liquidity and long-term debt requirements through a combination of cash on hand, cash generated from operations and debt facilities.

Cash Flow Summary

The following table summarizes our cash flow activity (in thousands):

Six Months Ended December 31,
20252024
Net cash provided by (used in) operating activities$797,066$634,161
Net cash provided by (used in) investing activities(103,520)(34,546)
Net cash provided by (used in) financing activities(488,623)(298,295)
Effect of exchange rate changes on cash2,696(17,737)
Net increase (decrease) in cash and cash equivalents$207,619$283,583

Operating Activities

Cash provided by operating activities was $797.1 million for the six months ended December 31, 2025, compared to cash provided of $634.2 million for the six months ended December 31, 2024. The $162.9 million increase in cash flow from operations was primarily due to increased net income and improvements in working capital during the six months ended December 31, 2025 compared to the six months ended December 31, 2024.

Investing Activities

Cash used in investing activities was $103.5 million for the six months ended December 31, 2025, compared to cash used of $34.5 million for the six months ended December 31, 2024. The $69.0 million increase in cash flow used in investing activities was primarily due to increased purchases of property, plant and equipment during the six months ended December 31, 2025 in addition to net payments from maturity of foreign currency contracts during the six months ended December 31, 2025 compared to net proceeds from maturity of foreign currency contracts during the six months ended December 31, 2024.

Financing Activities

Cash used in financing activities was $488.6 million for the six months ended December 31, 2025, compared to cash used of $298.3 million for the six months ended December 31, 2024. We repurchased $325.0 million of treasury stock during the six months ended December 31, 2025 compared to repurchases of $125.0 million during the six months ended December 31, 2024. Cash outflows for treasury stock repurchases were partially offset by repayments of $5.0 million under our Revolving Credit Agreement for the six months ended December 31, 2025, compared to repayments of $35.0 million for the six months ended December 31, 2024.

Dividends

During the three months ended December 31, 2025, we paid cash dividends of $0.60 per common share totaling $87.6 million. On January 29, 2026, our board of directors declared a cash dividend of $0.60 per common share, to be paid on March 19, 2026, to shareholders of record as of the close of business on February 12, 2026. Future dividends are subject to approval by our board of directors.

PART I – FINANCIAL INFORMATIONItem 2

RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Common Stock

On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20.0 million shares of our common stock. Since approval of the share repurchase program in 2014 through December 31, 2025, we have repurchased a total of 10.4 million shares under this repurchase program for an aggregate of $1.2 billion. During the six months ended December 31, 2025, we repurchased 1,226,914 shares at a cost of $325.0 million. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares of common stock outstanding used in calculating earnings (loss) per share. The share repurchase program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. At December 31, 2025, 9.6 million additional shares remain available for us to repurchase under the approved share repurchase program.

Critical Accounting Principles and Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to allowance for doubtful accounts, inventory reserves, warranty obligations, goodwill, potentially impaired assets, intangible assets, income taxes and contingencies.

We state these accounting policies in the notes to the financial statements and at relevant sections in this discussion and analysis. The estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions.

For a full discussion of our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Recently Issued Accounting Pronouncements

See note 1 to the unaudited condensed consolidated financial statements for a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial position and cash flows.

Contractual Obligations and Commitments

Other than for purchase obligations, there have been no material changes outside the ordinary course of business in our outstanding contractual obligations from those disclosed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Details of our purchase obligations as of December 31, 2025 were as follows (in thousands):

Payments Due by December 31,
Total20262027202820292030Thereafter
Purchase obligations$861,220$839,525$11,488$4,915$3,541$562$1,189

Off-Balance Sheet Arrangements

As of December 31, 2025, we are not involved in any significant off-balance sheet arrangements, as described in Instruction 8 to Item 303(b) of Regulation S-K promulgated by the SEC.

PART I – FINANCIAL INFORMATIONItem 3

RESMED INC. AND SUBSIDIARIES

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

On November 17, 2022, we executed 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 operations. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the statement of operations 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 the net investment hedge 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 $1,124.9 million and $1,128.3 million at December 31, 2025 and June 30, 2025, respectively. These contracts mature at various dates prior to December 31, 2029.

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 operations.

The notional value of the outstanding non-designated hedges was $1,794.0 million and $1,410.2 million at December 31, 2025 and June 30, 2025, respectively. These contracts mature at various dates prior to September 15, 2026.

PART I – FINANCIAL INFORMATIONItem 3

RESMED INC. AND SUBSIDIARIES

Quantitative and Qualitative Disclosures About Market Risk

Fair Values of Derivative Instruments

The table below provides information (in U.S. dollars) on our foreign currency denominated operating assets and liabilities and after considering our foreign currency hedging activities as of December 31, 2025 (in thousands):

U.S. Dollar (USD)Euro (EUR)Canadian Dollar (CAD)Chinese Yuan (CNY)
AUD Functional:
Net Assets/(Liabilities)480,335(221,214)(17)47,915
Foreign Currency Hedges(475,000)187,750—(28,583)
Net Total5,335(33,464)(17)19,332
USD Functional:
Net Assets/(Liabilities)—332,39932,914—
Foreign Currency Hedges—(328,562)(36,457)—
Net Total—3,837(3,543)—
SGD Functional:
Net Assets/(Liabilities)741,692284,374—3,159
Foreign Currency Hedges(720,000)(240,554)——
Net Total21,69243,820—3,159
PART I – FINANCIAL INFORMATIONItem 3

RESMED INC. AND SUBSIDIARIES

Quantitative and Qualitative Disclosures About Market Risk

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 December 31, 2025. 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)
TotalDecember 31, 2025June 30, 2025
AUD/USD
Contract amount475,0004,7002,969
Ave. contractual exchange rateAUD 1 = USD 0.6606
AUD/EUR
Contract amount240,554(888)(1,203)
Ave. contractual exchange rateAUD 1 = EUR 0.5749
SGD/EUR
Contract amount293,359591(1,426)
Ave. contractual exchange rateSGD 1 = EUR 0.6598
SGD/USD
Contract amount720,0001,1143,031
Ave. contractual exchange rateSGD 1 = USD 0.7772
AUD/CNY
Contract amount28,58338374
Ave. contractual exchange rateAUD 1 = CNY 4.6405
USD/EUR
Contract amount1,124,851(126,623)(128,631)
Ave. contractual exchange rateUSD 1 = EUR 0.9610
USD/CAD
Contract amount36,457624370
Ave. contractual exchange rateCAD 1 = USD 0.7416

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 December 31, 2025, we held cash and cash equivalents of $1,417.1 million, principally comprised of bank term deposits and at-call accounts, and are invested at both short-term fixed interest rates and variable interest rates. At December 31, 2025, there was $165.0 million outstanding under the Revolving Credit Agreement and Term Credit Agreement, which are subject to variable interest rates. A hypothetical 10% change in interest rates during the three months ended December 31, 2025, would not have had a material impact on pretax income. We have no interest rate hedging agreements.

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 expenses as a percentage of net revenue if we are unable to offset such higher costs through price increases.

PART I – FINANCIAL INFORMATIONItem 4

RESMED INC. AND SUBSIDIARIES

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow 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 in reaching a reasonable level of assurance management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Exchange Act, 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 the end of the period covered by this report. 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 December 31, 2025.

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.

Table of Contents

PART II – OTHER INFORMATIONItem 1-6

RESMED INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1 Legal Proceedings

We are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. We investigate these matters as they arise, and accrue estimates for resolution of legal and other contingencies in accordance with Accounting Standard Codification Topic 450, “Contingencies”. See note 9 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Litigation is inherently uncertain. Accordingly, we cannot predict with certainty the outcome of these matters; however, 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 1A. Risk Factors

The discussion of our business and operations should be read together with the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, or the Annual Report, which was filed with the SEC and describe various material risks and uncertainties to which we are or may become subject. As of December 31, 2025, there have been no material changes to such risk factors.

Item 2 Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Purchases of equity securities. The following table summarizes our purchases of common stock for the three months ended December 31, 2025:

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (USD)Total Number of Shares Purchased as Part of Publicly Announced ProgramsMaximum Number of Shares that May Yet Be Purchased Under the Program
October 1 - 31, 2025—$—44,448,95910,267,054
November 1 - 30, 2025604,327248.4245,053,2869,662,727
December 1 - 31, 202599,375251.5745,152,6619,563,352
Total703,702$248.8645,152,6619,563,352

On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20.0 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 December 31, 2025, we have repurchased a total of 10.4 million shares under this repurchase program for an aggregate of $1.2 billion.

Item 3 Defaults Upon Senior Securities

None

Item 4 Mine Safety Disclosures

None

Item 5. Other Information

Rule 10b5-1 Trading Plans of Directors and Executive Officers

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

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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 December 31, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (each term as defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

Exhibits (numbered in accordance with Item 601 of Regulation S-K)

3.1First Restated Certificate of Incorporation of ResMed Inc., as amended. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q filed on October 30, 2013)
3.2Ninth Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution August 6, 2025). (Incorporated by reference to Exhibit 3.2 to the Registrant’s Report on Form 10-K filed on August 8, 2025)
10.1*The ResMed Inc. 2009 Incentive Award Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 of the Registrant’s Report on Form 8-K filed on November 20, 2025)
10.2*The ResMed Inc. 2018 Employee Stock Purchase Plan, as amended and restated (Incorporated by reference to Exhibit 10.2 of the Registrant’s Report on Form 8-K filed on November 20, 2025)
31.1Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101The following financial statements from ResMed Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, filed on January 29, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) the Notes to the Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*Management contract or compensatory plan or arrangement.
**In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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Signatures

Pursuant to the requirements 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.

January 29, 2026

ResMed Inc.
/s/ MICHAEL J. FARRELL
Michael J. Farrell
Chief Executive Officer
(Principal Executive Officer)
/s/ BRETT A. SANDERCOCK
Brett A. Sandercock
Chief Financial Officer
(Principal Financial Officer)