What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-18 compared with 2025-06-20 · 573 added, 403 removed, 1585 unchanged (38% of the section changed)

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Opinions on the Financial Statements and Internal Control over Financial Reporting

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

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

We also have audited the Company's internal control over financial reporting as of April 24, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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and (iii) 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.

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Table of Conten ts

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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We have served as the Company’s auditor since 1963.

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Table of Conten ts

Medtronic plc

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Certain litigation charges, net 113 317 149

Other operating (income) expense, net ( 23 ) 464 ( 131 )

Other operating expense (income), net 386 ( 23 ) 464

Operating profit 6,467 5,955 5,144

Other non-operating income, net ( 402 ) ( 412 ) ( 515 )

Other non-operating expense (income), net ( 384 ) ( 402 ) ( 412 )

Interest expense, net 715 729 719

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The accompanying notes are an integral part of these consolidated financial statements.

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Table of Conten ts

Medtronic plc

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Net change in retirement obligations 143 ( 110 ) 212

Unrealized (loss) gain on cash flow hedges ( 381 ) 136 ( 381 )

Other comprehensive (loss) income ( 964 ) 178 ( 1,234 )

Unrealized gain (loss) on cash flow hedges 31 ( 381 ) 136

Other comprehensive income (loss) 181 ( 964 ) 178

Comprehensive income including noncontrolling interests 5,018 3,727 3,883

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The accompanying notes are an integral part of these consolidated financial statements.

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Table of Conten ts

Medtronic plc

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Investments 7,271 6,747

Accounts receivable, less allowances and credit losses of $ 199 and $ 173 , respectively

Accounts receivable, less allowance for credit losses of $ 190 and $ 199 , respectively

Inventories 5,951 5,476

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The accompanying notes are an integral part of these consolidated financial statements.

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Table of Conten ts

Medtronic plc

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Comprehensive

(Loss) Income Total

Shareholders’

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Net income — — — 3,676 — 3,676 28 3,705

Other comprehensive loss — — — — ( 1,234 ) ( 1,234 ) — ( 1,234 )

Other comprehensive income (loss) — — — — 180 180 ( 2 ) 178

Dividends to shareholders ($ 2.76 per ordinary share)

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

Other comprehensive (loss) income — — — — ( 966 ) ( 966 ) 2 ( 964 )

Other comprehensive income (loss) — — — — 183 183 ( 2 ) 181

Dividends to shareholders ($ 2.84 per ordinary share)

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Stock-based compensation — — 457 — — 457 — 457

MiniMed IPO — — 157 — — 157 381 538

Changes to noncontrolling ownership interests — — — — — — ( 39 ) ( 39 )

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The accompanying notes are an integral part of these consolidated financial statements.

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Table of Conten ts

Medtronic plc

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Stock-based compensation 457 429 393

Loss on debt extinguishment — — 53

Asset impairments and related inventory write-downs — — 371

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Change in current debt obligations, net 9 ( 1,070 ) 1,073

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

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

Issuance of long-term debt 1,747 3,209 —

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Repurchase of ordinary shares ( 1,035 ) ( 3,235 ) ( 2,138 )

Other financing activities ( 184 ) ( 3 ) ( 409 )

Proceeds from MiniMed initial public offering 538 — —

Other financing activities, net 44 ( 184 ) ( 3 )

Net cash used in financing activities ( 4,751 ) ( 4,361 ) ( 4,450 )

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Medtronic was founded in 1949 and is headquartered in Galway, Ireland.

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

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

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

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

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

Refer to Note 20 for additional information on the MiniMed separation.

Principles of Consolidation The consolidated financial statements include the accounts of Medtronic plc, its wholly-owned subsidiaries, entities for which the Company has a controlling financial interest, and variable interest entities for which the Company is the primary beneficiary.

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Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year.

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

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

Additionally, certain columns and rows within tables may not sum due to rounding.

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Marketable equity securities are recorded at fair value in the consolidated balance sheets.

The change in fair value of marketable equity securities is recognized within other non-operating income, net in the consolidated statements of income.

The change in fair value of marketable equity securities is recognized within other non-operating expense (income), net in the consolidated statements of income.

At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

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Securities accounted for under the equity method are reviewed quarterly for changes in circumstance or the occurrence of events that suggest other than temporary impairment has occurred.

Accounts Receivable and Allowance for Doubtful Accounts and Credit Losses The Company grants credit to customers in the normal course of business and maintains an allowance for doubtful accounts for potential credit losses.

When evaluating allowances for doubtful accounts, the Company considers various factors, including historical experience and customer-specific information.

Accounts Receivable and Allowance for Credit Losses The Company grants credit to customers in the normal course of business and maintains an allowance for credit losses.

When evaluating allowances for credit losses, the Company considers various factors, including historical experience and customer-specific information.

Uncollectible accounts are written-off against the allowance when it is deemed that a customer account is uncollectible.

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IPR&D with no alternative future use acquired outside of a business combination is expensed immediately.

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

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

The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-based considerations).

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

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

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

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

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

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

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

The fair value of contingent consideration is measured using projected payment dates, discount rates, probabilities of payment, and projected revenues (for revenue-

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

based considerations).

Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans.

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Changes in projected revenues, probabilities of payment, discount rates, and projected payment dates may result in adjustments to the fair value measurements.

Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within other operating (income) expense, net in the consolidated statements of income.

Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within other operating expense (income), net in the consolidated statements of income.

Contingent consideration payments made or received soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows.

Contingent consideration payments not made or received soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

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

Self-Insurance The Company self-insures the majority of its insurable risks, including medical and dental costs, disability coverage, physical loss to property, business interruptions, workers’ compensation, comprehensive general, and product liability.

Insurance coverage is obtained for risks required to be insured by law or contract.

The Company uses claims data and historical experience, as applicable, to estimate liabilities associated with the exposures that the Company has self-insured.

Contingent consideration payments not made or received soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid or received in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows.

Retirement Benefit Plan Assumptions The Company sponsors various retirement benefit plans, including defined benefit pension plans, post-retirement medical plans, defined contribution savings plans, and termination indemnity plans, covering substantially all U.S.

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For derivative instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or hedges of net investments, based upon the exposure being hedged.

See Note 7 for more information on the Company's derivative instruments and hedging programs.

Refer to Note 7 for additional information on the Company's derivative instruments and hedging programs.

Fair Value Measurements The Company follows the authoritative guidance on fair value measurements and disclosures with respect to assets and liabilities that are measured at fair value on both a recurring and nonrecurring basis.

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Financial assets that are classified as Level 3 include certain investment securities for which there is limited market activity such that the determination of fair value requires significant judgment or estimation, equity method investments for which the Company has elected the fair value option, and auction rate securities.

The investment securities with limited market activity are valued using third-party pricing sources that incorporate transaction details such as contractual terms, maturity, timing, and amount of expected future cash flows, as well as assumptions about liquidity and credit valuation adjustments by market participants.

The fair value of auction rate securities is estimated by the Company using a discounted cash flow model, which incorporates significant unobservable inputs.

The significant unobservable inputs used in the fair value measurement of the Company’s auction rate securities are years to principal recovery and the illiquidity premium that is incorporated into the discount rate.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

adjustments by market participants.

The fair value of auction rate securities is estimated by the Company using a discounted cash flow model, which incorporates significant unobservable inputs.

Valuation techniques for investments valued using the fair value option are included in the "Investments" section above.

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For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money.

The amount of revenue recognized reflects sales rebates and returns, which are estimated based on sales terms, historical experience, and trend analysis.

In estimating rebates, the Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate rates, and other relevant information.

The Company records adjustments to rebates and returns reserves as increases or decreases of revenue.

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

Estimates for rebates are based on sales terms, historical experience, and trend analysis.

The Company considers the lag time between the point of sale and the payment of the rebate claim, the stated rebate rates, and other relevant information to estimate rebates.

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

The Company records adjustments to sales rebates, returns, and other adjustments reserves as increases or decreases of revenue.

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

The Company records a deferred revenue liability if a customer pays consideration, or the Company has the right to invoice, before the Company transfers a good or service to the customer.

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If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.

The Company self-insures the majority of its insurable risks, including medical and dental costs, disability coverage, physical loss to property, business interruptions, workers’ compensation, comprehensive general, and product liability.

Insurance coverage is obtained for

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

risks required to be insured by law or contract.

The Company uses claims data and historical experience, as applicable, to estimate liabilities associated with the exposures that the Company has self-insured.

Income Taxes The Company has deferred taxes that arise as a result of the different treatment of transactions for U.S.

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Deferred tax liabilities generally represent tax expense for which payment has been deferred or expense has already been taken as a deduction on the Company’s tax return but has not yet been recognized as an expense in the consolidated statements of income.

See Note 13 for more information on the Company's uncertain tax positions and tax policies.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

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

Other Non-Operating Income, Net Other non-operating income, net includes the non-service component of net periodic pension and post-retirement benefit cost, investment gains and losses, and interest income, which includes income on marketable debt securities and our global liquidity structures.

Currency Translation Assets and liabilities of non-U.S.

Refer to Note 13 for additional information on the Company's uncertain tax positions and tax policies.

Currency Translation and Transaction Assets and liabilities of non-U.S.

dollar functional currency entities are translated to U.S.

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Elements of the consolidated statements of income are translated at the average monthly currency exchange rates in effect during the period.

Currency transaction gains and losses are included in o ther operating (income) expense, net in the consolidated statements of income.

Currency transaction gains and losses are included in other operating expense (income), net in the consolidated statements of income.

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

Stock-Based Compensation The Company measures stock-based compensation expense at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period.

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The Company estimates pre-vesting forfeitures at the time of grant and revises the estimates in subsequent periods.

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

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

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

Refer to Note 4 for additional information on the Company's restructuring activities.

Recently Adopted Accounting Standards

Supplier Finance Programs

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

The Company adopted this guidance on April 29, 2023.

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

Refer to Note 6 for additional information.

Segment Reporting

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

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

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures.

The Company adopted this guidance prospectively beginning in the fourth quarter of fiscal year 2026.

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

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Not Yet Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures.

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

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

Disaggregation of Income Statement Expenses

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

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

The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2028 for our annual report and for interim periods starting in fiscal year 2029.

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

Internal-Use Software

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

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

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

Derivatives and Hedging and Revenue from Contracts with Customers

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

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

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

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

customer in a revenue contract.

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

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

Government Grants

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832), to establish guidance on the recognition, measurement, and presentation of government grants received by business entities.

This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2030, with early adoption permitted.

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

The Company's revenues are principally derived from device-based medical therapies and services related to cardiac rhythm disorders, cardiovascular disease, hypertension, neurological surgery technologies, neurological disorders and diseases, spinal conditions and musculoskeletal trauma, chronic pain, ear, nose, and throat conditions, urological and digestive disorders, advanced and general surgical care products, respiratory and monitoring solutions, and diabetes conditions.

The Company's primary customers include healthcare systems, clinics, third-party healthcare providers, distributors, and other institutions, including governmental healthcare programs and group purchasing organizations.

Starting in the first quarter of fiscal year 2025, the Company combined the non-U.S.

developed markets and the emerging markets into an international market geography.

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

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

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The table below illustrates net sales by segment and division and by market geography for fiscal years 2026, 2025, and 2024.

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Medical Surgical 8,815 8,407 8,417

Diabetes 2,755 2,488 2,262

Reportable segment net sales 33,079 30,734 29,654

Diabetes 3,112 2,755 2,488

Other operating segment (1)

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Medical Surgical 3,778 3,664 3,717 5,037 4,744 4,700

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

Reportable segment net sales 17,088 16,181 15,619 15,991 14,553 14,035

Diabetes 934 923 852 2,178 1,832 1,636

Other operating segment (1)

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

The amount of revenue recognized is reduced by sales rebates and returns.

Adjustments to rebates and returns reserves are recorded as increases or decreases to revenue.

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

The amount of revenue recognized is reduced by sales rebates, distributor chargebacks, returns, and other adjustments.

Adjustments to rebates, distributor chargebacks, returns reserves, and other adjustments are recorded as increases or decreases to revenue.

At April 24, 2026, $ 1.0 billion and $ 264 million rebates and other adjustments were classified as other accrued expenses and other liabilities , respectively, and $ 653 million of distributor chargebacks were classified as a reduction of accounts receivable in the consolidated balance sheets.

At April 25, 2025, $ 1.1 billion and $ 207 million of rebates and other adjustments were classified as other accrued expenses and other liabilities , respectively, and $ 680 million of distributor chargebacks were classified as a reduction of accounts receivable in the consolidated balance sheets.

During fiscal year 2025, the Company recognized $ 90 million of incremental Italian payback accruals resulting from the July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015.

During fiscal year 2026, the Company decreased its accrual for the Italian payback by $ 39 million resulting from the June 30, 2025 legislative decree published by the Italian government and formalized into law in August 2025 confirming a reduction of the amounts due for years 2015 to 2018.

The changes in estimates related to

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

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

At April 26, 2024, $ 1.0 billion of rebates were classified as other accrued expenses, and $ 574 million of rebates were classified as a reduction of accounts receivable in the consolidated balance sheet.

During fiscal year 2025, adjustments to rebate and return reserves recorded in prior periods were not material.

the Italian payback accruals were recognized as adjustments to net sales in the consolidated statements of income.

Refer to Note 18 for additional information.

During fiscal year 2026 and 2025, other adjustments to variable consideration were not material.

Deferred Revenue and Remaining Performance Obligations

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At April 24, 2026 and April 25, 2025, $ 405 million and $ 354 million was included in other accrued expenses , respectively, and $ 94 million and $ 92 million was included in other liabilities , respectively.

During the fiscal year ended April 25, 2025, the Company recognized $ 320 million of revenue that was included in deferred revenue as of April 26, 2024.

During the fiscal year ended April 26, 2024, the Company recognized $ 324 million of revenue that was included in deferred revenue at April 28, 2023.

During fiscal year 2026, the Company recognized $ 399 million of revenue that was included in deferred revenue as of April 25, 2025.

During fiscal year 2025, the Company recognized $ 320 million of revenue that was included in deferred revenue at April 26, 2024.

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments.

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The results of operations of acquired businesses have been included in the Company’s consolidated statements of income since the date each business was acquired.

The results of operations of acquired businesses and the pro forma impact of the acquisitions during fiscal years 2025 and 2024 was not significant, either individually or in the aggregate, to the consolidated results of the Company.

Purchase price allocation adjustments for fiscal years 2025 and 2024 business combinations were not significant.

The results of operations of acquired businesses and the pro forma impact of the acquisitions during fiscal years 2026, 2025, and 2024 were not material, either individually or in the aggregate.

Purchase price allocation adjustments for fiscal years 2026, 2025, and 2024 business combinations were not material.

Fiscal Year 2026

CathWorks Ltd.

On April 20, 2026, the Company acquired all the remaining outstanding shares of CathWorks Ltd.

(CathWorks), a privately held medical device company.

The acquisition expands the Coronary & Peripheral Vascular division within the Cardiovascular portfolio by aiming to transform how coronary artery disease is diagnosed and treated.

Prior to the acquisition, the Company held an existing 15 % equity interest in CathWorks, a debt investment in CathWorks, and an option to acquire the remaining 85 % equity interest.

On February 3, 2026, the Company exercised its option to acquire the remaining equity interest in CathWorks.

This acquisition was accounted for as a step acquisition at the time of closing.

Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values.

The Company remeasured the previously held equity interest in CathWorks to its fair value based upon a valuation of the acquired business which was developed using an income approach valuation model.

This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return.

The Company remeasured its previously held equity interest to fair value, resulting in a gain of $ 45 million, representing the difference between the carrying amount of the investment and its fair value at the acquisition date, within other non-operating expense (income), net in the consolidated statements of income during fiscal year 2026.

Contingent consideration liabilities recognized in connection with the acquisition are based on future revenue achievements of the acquired business.

Revenue and net income (loss) attributable to CathWorks since the date of acquisition included in the consolidated statements of income were not material for fiscal year 2026.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following tables summarize the preliminary fair value of consideration transferred and the preliminary fair values of the assets acquired and liabilities assumed:

(in millions)

Cash consideration paid at closing $ 410

Fair value of contingent consideration 115

Total consideration transferred 525

Fair value of previously held equity interest in CathWorks 93

Settlement of debt and accrued interest due from CathWorks 88

Settlement of pre-existing relationships 12

Total purchase price $ 718

(in millions)

Current assets $ 17

Property, plant, and equipment, net 11

Other intangible assets 200

Other assets 1

Total assets acquired $ 784

Current liabilities $ 7

Accrued income taxes 38

Total current liabilities 45

Deferred tax liabilities 21

Other noncurrent liabilities 1

Total liabilities assumed $ 66

Net assets acquired $ 718

Goodwill was assigned to the Company’s Cardiovascular portfolio and is not deductible for tax purposes.

The other intangible assets acquired consists of purchased technology and has an estimated useful life of 10 years.

Scientia Vascular Acquisition

On June 12, 2026, the Company closed on the acquisition of all outstanding shares of Scientia Vascular (Scientia) (a privately held company).

As the Company closed on this acquisition subsequent to April 24, 2026, this acquisition is considered a subsequent event.

The acquisition will expand the Neuroscience portfolio through Scientia’s differentiated access products used to treat complex neurovascular conditions.

The transaction will be accounted for as a business combination using the acquisition method of accounting.

This requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.

Due to the limited time since the acquisition date and availability of information, the preliminary acquisition valuation for the business combination is incomplete.

As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, including the information required for valuation of intangible assets and goodwill, and the total contingent consideration.

We will include such disclosures in our Form 10-Q for the quarter ending July 31, 2026.

The Company anticipates total consideration to be comprised of approximately $ 550 million up-front, subject to customary closing adjustments, and certain revenue and regulatory-based contingent consideration payments up to $ 375 million.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Fiscal Year 2025

The acquisition date fair value of net assets acquired during fiscal year 2025 was $ 128 million, consisting of $ 159 million of assets acquired and $ 31 million of liabilities assumed.

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

Assets acquired were primarily comprised of $ 108 million of goodwill and $ 50 million of IPR&D.

The goodwill is not deductible for tax purposes.

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

In connection with this decision, the Company recorded pre-tax charges of $ 439 million, including $ 369 million recognized within other operating (income) expense, net and $ 70 million recognized in cost of products sold in the consolidated statements of income in fiscal year 2024.

In connection with this decision, the Company recorded pre-tax charges of $ 439 million, including $ 369 million recognized within other operating expense (income), net and $ 70 million recognized in cost of products sold in the consolidated statements of income in fiscal year 2024.

The charges included $ 371 million of non-cash impairments and write-downs primarily related to $ 295 million of long-lived asset impairments to write-down the value of related intangible assets to zero and $ 70 million of inventory-write downs.

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The Company will continue to honor existing ventilator contracts to serve the needs of its customers and their patients.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Renal Care Solutions (RCS) Disposition

In May 2022, the Company and DaVita Inc.

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

This sale was part of an agreement between Medtronic and DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical” or "Mozarc") with equal equity ownership.

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

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

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

Refer to Note 9 to the consolidated financial statements for additional information on the goodwill impairment.

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

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

Contingent Consideration

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A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date.

The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating (income) expense, net in the consolidated statements of income.

The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within other operating expense (income), net in the consolidated statements of income.

The fair value of contingent consideration liabilities at April 24, 2026 and April 25, 2025 was $ 163 million and $ 81 million, respectively.

8 unchanged sentences

Ending balance $ 163 $ 81

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:

6 unchanged sentences

For projected fiscal year of payment, the amount represents the median of the inputs and is not a weighted average.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

In connection with the sale of our RCS business as further discussed above, the Company may be entitled to receive additional consideration based on the achievement of certain revenue, regulatory, and profitability milestones, with potential payouts starting in fiscal year 2026 through 2029.

The fair value of the contingent consideration receivable at April 25, 2025 and April 26, 2024 was $ 13 million and $ 58 million, respectively, and was recorded in other assets in the consolidated balance sheet.

In fiscal year 2023, the Company sold half of its Renal Care Solutions (RCS) business.

This sale was part of an agreement between Medtronic and DaVita to form a new, independent kidney care-focused medical device company (“Mozarc Medical” or "Mozarc") with equal equity ownership.

In connection with the sale, the Company was entitled to receive additional consideration based on the achievement of certain revenue, regulatory, and profitability milestones.

The fair value of the contingent consideration receivable at April 24, 2026 and April 25, 2025 was zero and $ 13 million, respectively, and was recorded in other assets in the consolidated balance sheet.

The following table provides a reconciliation of the beginning and ending balances of the Level 3 measurement of contingent consideration receivable:

5 unchanged sentences

The Company has entered into various arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C.

(collectively, "Blackstone") to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Operating Unit.

(collectively, "Blackstone") to receive funding related to the development of certain products within the Cardiovascular Portfolio and Diabetes Business.

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

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

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

Under these arrangements, the Company recognized income of $ 142 million, $ 181 million, and $ 174 million in fiscal years 2026, 2025, and 2024, respectively.

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regulatory approval and commercial launch of each product covered by the Blackstone agreements, Blackstone will be eligible to receive a combination of fixed regulatory and commercial milestone payments up to $ 1.2 billion and royalties based on percent of sales of such products.

During the fourth quarter of fiscal year 2026, one of the products funded by these arrangements within the Diabetes Business was approved by the U.S.

regulatory approval was received and commercial launch is probable, the Company recognized a $ 157 million charge within other operating expense (income), net in the consolidated statements of income during fiscal year 2026 and primarily within other liabilities in the consolidated balance sheets as of April 24, 2026 related to a future minimum royalty payment obligation.

This charge is included in the $ 1.2 billion amount noted above.

The $ 157 million future minimum royalty payment obligation of MiniMed is guaranteed by Medtronic, Inc.

Under certain termination provisions, the Company's payment obligation will survive, and in certain termination circumstances, a payment to Blackstone of a multiple of the funded amounts may be required.

At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Restructuring Charges

In fiscal years 2025 and 2024, the Company incurred $ 303 million and $ 389 million, respectively, of restructuring and associated costs primarily related to cost reduction initiatives, which predominantly included employee termination benefits, facility consolidations, and asset write-downs, and specifically for fiscal year 2025, contract terminations.

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

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

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

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

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

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and, specifically for fiscal year 2023, voluntary early retirement benefits.

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

In fiscal years 2026, 2025, and 2024, the Company incurred $ 370 million, $ 303 million and $ 389 million, respectively, of restructuring, associated, and other costs primarily related to employee termination benefits, facility related and contract termination costs, and asset write offs.

MiniMed Restructuring Actions

In December 2025, the Board of Directors approved a series of restructuring actions designed to support the separation and position of both Medtronic and MiniMed by enabling greater strategic focus, improving operational efficiency, aligning organizational structures of each, and driving long-term business growth and efficiencies in the individual organizations.

The restructuring actions are expected to result in pre-tax restructuring charges of approximately $ 300 million to $ 500 million, to be incurred at varying intervals between the third quarter of fiscal year 2026 and the finalization of the Transition Services Agreement (which governs services to be provided to MiniMed by Medtronic, and which will conclude no later than 24 months following the March 9, 2026 MiniMed IPO).

The expected completion date of these restructuring actions is fiscal year 2029.

The restructuring activities include organizational realignments, workforce-related actions, and separation of duplicated shared services, locations, systems, and operational functions.

Of the total actions, the Company anticipates that materially all of the charges will relate to employee termination benefits, with the potential for other charges to include contract termination costs and asset write-offs.

The Company expects these costs to be recognized primarily within restructuring charges, net , cost of products sold , and selling, general, and administrative expense in the consolidated statements of income.

The costs of this program were not recorded in a specific reportable segment.

The following table presents the classification of these restructuring, associated, and other costs in the consolidated statements of income for the MiniMed restructuring activities:

(in millions) 2026

Restructuring charges, net $ 136

The following table summarizes the activity related to the MiniMed restructuring program for fiscal year 2026:

(in millions) Employee Termination Benefits

April 25, 2025 $ —

Cash payments ( 17 )

April 24, 2026 $ 119

Other Restructuring Activities

The Company also incurred restructuring charges during fiscal years 2026, 2025, and 2024 for individually immaterial restructuring activities.

The restructuring, associated, and other costs for these activities primarily related to employee termination benefits provided to employees who have been involuntarily terminated, facility related and contract termination costs, and asset write-offs.

In addition, in December 2025, management approved and committed to a plan to terminate a third-party manufacturing agreement within the Diabetes Business.

In conjunction with this plan, the Company recorded pre-tax charges of $ 118 million, including $ 84 million recognized within cost of products sold related to asset write-offs and $ 34 million recognized within other operating expense (income), net related to contract termination costs in the consolidated statements of income for fiscal year 2026.

These charges are included within the table below.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table presents the classification of restructuring costs in the consolidated statements of income:

The following table presents the classification of these restructuring, associated, and other costs in the consolidated statements of income for the other restructuring activities:

(in millions) 2026 2025 2024

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Total restructuring and associated costs $ 234 $ 303 $ 389

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

The following table summarizes the activity related to restructuring programs for fiscal years 2025 and 2024:

The following table summarizes the activity related to other restructuring programs for fiscal years 2026 and 2025:

(in millions) Employee Termination Benefits Associated and Other Costs Total

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April 24, 2026 $ 11 $ 44 $ 56

(1) Accrual adjustments relate to certain employees identified for termination finding other positions within the Company.

(1) Accrual adjustments primarily relate to certain employees identified for termination finding other positions within the Company and changes in estimates.

Medtronic plc

58 unchanged sentences

Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

There were no transfers into or out of Level 3 during the fiscal years ended April 25, 2025 and April 26, 2024.

There were no transfers into or out of Level 3 during fiscal years 2026 and 2025.

When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement.

The table below includes activity related to the Company’s available-for-sale debt securities portfolio.

Gains and losses on available-for-sale debt securities are recognized in other non-operating income , net in the consolidated statements of income.

(in millions) 2025 2024 2023

Proceeds from sales $ 8,213 $ 7,359 $ 7,321

Gross realized gains 25 24 10

Gross realized losses ( 19 ) ( 26 ) ( 43 )

Gains and losses on available-for-sale debt securities are recognized in other non-operating expense (income) , net in the consolidated statements of income.

During fiscal years 2026, 2025, and 2024, gross realized gains and losses on available-for-sale debt securities were not material.

During fiscal years 2026, 2025 and 2024, proceeds from sales of available-for-sale debt securities were $ 8.0 billion, $ 8.2 billion, and $ 7.4 billion, respectively.

The contractual maturities of available-for-sale debt securities at April 24, 2026 are shown in the following table.

7 unchanged sentences

Total $ 7,305 $ 7,287

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Interest income, which includes income on marketable debt securities and the global liquidity structures, is recognized in other non-operating income, net , in the consolidated statements of income.

Interest income, which includes income on marketable debt securities and the global liquidity structures, is recognized in other non-operating expense (income), net , in the consolidated statements of income.

For fiscal years 2026, 2025, and 2024 there was $ 383 million, $ 511 million, and $ 597 million of interest income, respectively.

Equity Securities, Equity Method Investments, and Other Investments

The following table summarizes the Company's equity and other investments at April 25, 2025 and April 26, 2024, which are classified as primarily other assets in the consolidated balance sheets:

The following table summarizes the Company's equity and other investments and related accrued interest receivable at April 24, 2026 and April 25, 2025, which are classified as primarily other assets in the consolidated balance sheets:

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

(in millions) April 24, 2026 April 25, 2025

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The table below includes activity related to the Company's portfolio of equity and other investments.

The activity for fiscal years 2024 and 2023 was not significant.

Gains and losses on equity and other investments are recognized in other non-operating income , net in the consolidated statements of income.

The activity for fiscal year 2024 was not material.

Gains and losses on equity and other investments are recognized in other non-operating expense (income) , net in the consolidated statements of income.

(in millions) 2026 2025

2 unchanged sentences

Gross losses ( 182 ) ( 204 )

Interest income 35 —

Impairment losses recognized ( 71 ) ( 135 )

2 unchanged sentences

Mozarc Medical Investment

As further described in Note 3, on April 1, 2023 the Company sold half of its RCS business to Mozarc, and as a result of the transaction the Company retained a 50 % equity interest in Mozarc.

Although the equity investment provides the Company with the ability to exercise significant influence over Mozarc, the Company has elected the fair value option to account for this equity investment.

As described in Note 3, in fiscal year 2023 the Company sold half its RCS business to Mozarc, and as a result of the transaction the Company retained a 50 % non-controlling equity interest in Mozarc.

This investment provides the Company with the ability to exercise significant influence over Mozarc and the Company has elected the fair value option to account for this equity method investment.

The Company believes the fair value option best reflects the economics of the underlying transaction.

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating income, net in the consolidated statements of income.

During fiscal year 2025 and 2024, the Company recognized a loss of $ 171 million and $ 220 million, respectively, primarily driven by the timing of anticipated product launches, historical financial results, and projections of future cash flows.

Under the fair value option, changes in the fair value of the investment are recognized through earnings each reporting period in other non-operating expense (income), net in the consolidated statements of income.

During fiscal years 2026, 2025, and 2024, the Company recognized a loss of $ 140 million, $ 171 million, and $ 220 million, respectively, reducing the fair value of the investment to zero as of the end of fiscal year 2026.

The losses were primarily driven by historical financial results, the restructuring and wind-down of certain product lines, the delay or discontinuation of certain research and development programs and associated product launches, and projections of future cash flows.

The following table provides a reconciliation of the beginning and ending balances of the Mozarc investment for which the fair value option has been elected:

1 unchanged sentence

Beginning balance $ 140 $ 311

Additions 7 —

Settlements ( 7 ) —

Change in fair value ( 140 ) ( 171 )

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Bank borrowings $ 22 $ 13

1.125 percent eight -year 2019 senior notes

0.250 percent six -year 2019 senior notes

2 unchanged sentences

Finance lease obligations 6 6

Commercial Paper — 1,073

Current debt obligations $ 1,788 $ 2,874

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have guaranteed the obligations of Medtronic Luxco under the 2015 CP Program and the 2020 CP Program.

There was no commercial paper outstanding at April 25, 2025.

During fiscal year 2025, the weighted average original maturity of the commercial paper outstanding was approximately 13 days and the weighted average interest rate was 5.02 percent.

There was $ 1.1 billion commercial paper outstanding at April 26, 2024.

During fiscal year 2024, the weighted average original maturity of the commercial paper outstanding was approximately 20 days and the weighted average interest rate was 5.45 percent.

There was no commercial paper outstanding at April 24, 2026 and April 25, 2025.

During fiscal years 2026 and 2025, the weighted average interest rate was 4.17 percent and 5.02 percent, respectively.

The issuance of commercial paper reduces the amount of credit available under the Company's existing credit facility, defined below.

Line of Credit In October 2024, Medtronic Luxco, as borrower, entered into an amendment to its amended and restated credit agreement (Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and issuing bank, extending the maturity date of the Credit Facility to December 2029.

Line of Credit In December 2025, Medtronic Luxco, as borrower, entered into an amendment to its amended and restated credit agreement (Credit Facility), by and among Medtronic, Medtronic, Inc., Medtronic Luxco, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and issuing bank, extending the maturity date of the Credit Facility to December 2030.

The Credit Facility provides for a $ 3.5 billion five-year unsecured revolving credit facility (Credit Facility).

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The Company is in compliance with all covenants related to the Credit Facility.

MiniMed Line of Credit

In January 2026, as part of the impending separation of the Diabetes Operating Unit, Kangaroo US HoldCo 2, Inc.

(the “Initial Borrower”), entered into a credit agreement which provides for a five-year senior secured revolving credit facility (the “MiniMed Revolving Credit Facility”) in an aggregate principal amount of $ 500 million to be made available in U.S.

dollars and certain approved alternative currencies, initially including Euros, with Citibank, N.A.

serving as administrative agent for a syndicate of lenders.

Subject to the conditions to the borrowing therein, the commitments under the MiniMed Revolving Credit Facility became available upon the completion of the initial public offering of MiniMed Group, Inc., whereupon the Initial Borrower merged with and into MiniMed Group, Inc.

(the “Merger”), with MiniMed Group, Inc.

surviving the merger and continuing as the borrower.

The MiniMed Revolving Credit Facility permits, subject to specified conditions, one or more of MiniMed Group, Inc.'s wholly owned subsidiaries to be added as additional borrowers.

Interest is payable on the loans under the MiniMed Revolving Credit Facility at (1) in the case of borrowings denominated in U.S.

dollars, Term SOFR (or, at the borrower’s option, the base rate) and (2) in the case of borrowings denominated in Euros, EURIBOR, plus, in each case, a margin determined pursuant to a pricing grid based on MiniMed Group, Inc.'s secured net leverage ratio.

The commitment fees and letter of credit fees under the MiniMed Revolving Credit Facility are determined based upon the same grid.

Interest payments are due (1) in the case of Term SOFR or EURIBOR borrowings, on the last day of each interest period applicable to the borrowing (or, in the case of any borrowing with an interest period of more than three months’ duration, every three months) and (2) in the case of base rate borrowings, on

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

the last business day of each March, June, September, and December.

No amounts have been drawn under the MiniMed Revolving Credit Facility as of April 24, 2026.

The MiniMed Revolving Credit Facility also contains representations and warranties, covenants, and events of default that are customary for this type of financing, including financial maintenance covenants and covenants restricting, inter alia , the incurrence of liens and indebtedness, the sale of assets, the making of restricted payments, investments and certain debt prepayments, and the entry into certain merger transactions.

The obligations under the MiniMed Revolving Credit Facility are guaranteed by certain wholly-owned subsidiaries of the Initial Borrower (and following the consummation of the Merger, certain wholly-owned subsidiaries of MiniMed Group, Inc.), and secured by certain assets of such subsidiaries.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The Company's long-term debt obligations consisted of the following:

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(in millions, except interest rates) Maturity by Fiscal Year Amount Effective Interest Rate Amount Effective Interest Rate

0.250 percent six -year 2019 senior notes

2026 $ — — % $ 1,070 0.44 %

0.000 percent five -year 2020 senior notes

2026 — — 1,070 0.23

2.625 percent three -year 2022 senior notes

2026 — — 535 2.86

1.125 percent eight -year 2019 senior notes

8 unchanged sentences

2030 998 3.76 971 3.74

2.950 percent five -year 2025 senior notes

2031 881 3.05 — —

1.625 percent twelve -year 2019 senior notes

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2045 1,813 4.69 1,813 4.69

4.200 percent twenty -year 2025 senior notes

2046 881 4.24 — —

1.750 percent thirty -year 2019 senior notes

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Deferred financing costs 2028 - 2054 ( 114 ) — ( 117 ) —

Long-term debt $ 25,642 $ 23,932

Total long-term debt $ 26,173 $ 25,642

Interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures is recognized in interest expense, net in the consolidated statements of income.

For fiscal years 2026, 2025, and 2024, there was $ 885 million, $ 913 million, and $ 916 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

Senior Notes The Company has outstanding unsecured senior obligations, described as senior notes in the tables above (collectively, the Senior Notes).

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The Company is in compliance with all covenants related to the Senior Notes.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

On September 29, 2025, Medtronic, Inc.

issued two tranches of Euro-denominated Senior Notes with an aggregate principal of € 1.5 billion, with maturities in fiscal years 2031 and 2046, resulting in cash proceeds of approximately $ 1.7 billion, net of discounts and issuance costs.

In June 2024, Medtronic, Inc.

issued four tranches of EUR-denominated Senior Notes with an aggregate principal of € 3.0 billion, with maturities ranging from fiscal year 2030 to 2054, resulting in cash proceeds of approximately $ 3.2 billion, net of discounts and issuance costs.

issued four tranches of EUR-denominated Senior Notes with an aggregate principal of € 3.0 billion, with maturities ranging from fiscal years 2030 to 2054, resulting in cash proceeds of approximately $ 3.2 billion, net of discounts and issuance costs.

In anticipation of the Euro-denominated debt issuance, the Company entered into forward currency exchange rate contracts to manage the exposure to exchange rate movements.

These contracts were settled in conjunction with the issuance of the June 2024 Notes.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Term Loan Agreements In May 2022, Medtronic Luxco entered into a term loan agreement (Fiscal 2023 Loan Agreement) by and among Medtronic Luxco, Medtronic plc, Medtronic, Inc., and Mizuho Bank, Ltd.

as administrative agent and as lender.

The Fiscal 2023 Loan Agreement provides an unsecured term loan in an aggregate principal amount of up to ¥ 300 billion with a term of 364 days.

Borrowings under the Fiscal 2023 Loan Agreement bear interest at the TIBOR Rate (as defined in the Fiscal 2023 Loan Agreement) plus a margin of 0.40 % per annum.

Medtronic plc and Medtronic, Inc.

guaranteed the obligations of Medtronic Luxco under the Fiscal 2023 Loan Agreement.

In May and June 2022, Medtronic Luxco borrowed an aggregate of ¥ 297 billion, or approximately $ 2.3 billion, of the term loan, under the Fiscal 2023 Loan Agreement.

The Company used the net proceeds of the borrowings to fund the early redemption of $ 1.9 billion of Medtronic Inc.'s 3.500 % Senior Notes due 2025 for $ 1.9 billion of total consideration, and $ 368 million of Medtronic Luxco's 3.350 % Senior Notes due 2027 for $ 376 million of total consideration.

The Company recognized a total loss on debt extinguishment of $ 53 million within interest expense, net in the consolidated statements of income during fiscal year 2023, which primarily includes cash premiums and accelerated amortization of deferred financing costs and debt discounts and premiums.

During the fourth quarter of fiscal year 2023, the Company repaid the term loan in full, including interest.

The Euro-denominated debt issued in September 2025 and June 2024 is designated as a net investment hedge of certain of the Company's European operations.

Refer to Note 7 for additional information regarding net investment hedges.

Contractual maturities of debt for the next five fiscal years and thereafter, excluding deferred financing costs and debt discount, net, are as follows:

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Total $ 28,131

For fiscal years 2025, 2024, and 2023, there was $ 913 million, $ 916 million, and $ 743 million, respectively, of interest expense on outstanding borrowings, including amortization of debt issuance costs and debt discounts and premiums, and the global liquidity structures.

Financial Instruments Not Measured at Fair Value

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Ending balance $ 84

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Derivatives and Currency Exchange Risk Management

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The Company does not enter into derivative contracts for speculative purposes.

Fair Value Hedges

In fiscal year 2025, the Company began using foreign currency forward contracts designated as fair value hedges to manage its exposure to changes in the fair value of a fixed-rate debt obligation.

At inception, foreign currency forward contracts are designated as fair value hedges.

Changes in the fair value of these derivatives are reported as a component of other operating (income) expense, net .

Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge and were not significant for the fiscal year ended April 25, 2025.

Cash flows related to the Company's derivative instruments designated as fair value hedges are reported as financing activities in the consolidated statements of cash flows.

Cash flows attributed to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Cash Flow Hedges

The Company uses foreign currency forward and option contracts designated as cash flow hedges to manage its exposure to the variability of future cash flows that are denominated in a foreign currency.

At inception, foreign currency forward and option contracts are designated as a cash flow hedge.

At inception, foreign currency forward and option contracts are designated as cash flow hedges.

Changes in the fair value of these derivatives are reported as a component of accumulated other comprehensive loss until the hedged transaction affects earnings.

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The Company's cash flow hedges will mature within the subsequent two-year period.

At April 25, 2025 and April 26, 2024, the Company had $ 149 million in after-tax unrealized losses and $ 229 million in after-tax unrealized gains, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss .

At April 24, 2026 and April 25, 2025, the Company had $ 116 million and $ 149 million in after-tax unrealized losses, respectively, associated with cash flow hedging instruments recorded in accumulated other comprehensive loss .

The Company expects that $ 87 million of after-tax net unrealized losses at April 24, 2026 will be recognized in the consolidated statements of income over the next 12 months.

4 unchanged sentences

The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary.

Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the instrument.

Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge.

For fiscal years 2026, 2025, and 2024, the Company recognized $ 173 million, $ 198 million, and $ 197 million, respectively, of after-tax unrealized gains related to excluded components in interest expense , net .

1 unchanged sentence

Cash flows attributable to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Fair Value Hedges

In fiscal year 2025, the Company began using foreign currency forward contracts designated as fair value hedges to manage its exposure to changes in the fair value of a fixed-rate debt obligation.

The contracts matured during the first quarter of fiscal year 2026.

At inception, foreign currency forward contracts are designated as fair value hedges.

Changes in the fair value of these derivatives are reported as a component of other operating expense (income), net .

Amounts excluded from the assessment of effectiveness are recognized in interest expense, net on a straight-line basis over the term of the hedge and were not material for fiscal year 2026.

Cash flows related to the Company's derivative instruments designated as fair value hedges are reported as financing activities in the consolidated statements of cash flows.

Cash flows attributed to amounts excluded from the assessment of effectiveness are reported as operating activities in the consolidated statements of cash flows.

Undesignated Derivatives

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Cash flows related to the Company’s undesignated derivative contracts are reported in the consolidated statements of cash flows based on the nature of the derivative instrument.

The Company had total return swaps with a notional balance of $ 0.4 billion as of April 24, 2026.

The Company has not included the total return swaps in the below tabular disclosures as the gain and loss activity for fiscal years 2026, 2025 and 2024, and the fair value as of April 24, 2026 and April 25, 2025 was not material.

Medtronic plc

3 unchanged sentences

(in billions) Designation April 24, 2026 April 25, 2025

Currency exchange rate contracts (1)

Fair value hedge $ 1.1 $ —

Currency exchange rate contracts Cash flow hedge 10.6 10.4

Currency exchange rate contracts Cash flow hedges $ 8.5 $ 10.6

Currency exchange rate contracts (1)

Net investment hedge 8.0 7.4

Net investment hedges 7.5 8.0

Foreign currency-denominated debt (2)

Net investment hedge 20.6 17.1

Net investment hedges 21.1 20.6

Currency exchange rate contracts Fair value hedges — 1.1

Currency exchange rate contracts Undesignated 4.3 3.9

(1) At April 25, 2025, includes derivative contracts with a notional value of € 1.0 billion, or $ 1.1 billion, designated as hedges of a portion of our fixed-rate debt obligations.

(2) At April 25, 2025, includes derivative contracts with a notional value of € 5.0 billion, or $ 5.7 billion, designated as hedges of a portion of our net investment in certain European operations and derivative contracts with a notional value of ¥ 322 billion, or $ 2.3 billion, designated as hedges of a portion of our net investment in certain Japanese operations.

(1) At April 24, 2026, includes derivative contracts with notional values of € 4.0 billion, or $ 4.7 billion, designated as hedges of a portion of our net investment in certain European operations, derivative contracts with a notional value of ¥ 351 billion, or $ 2.2 billion, designated as hedges of a portion of our net investment in certain Japanese operations, and derivative contracts with a notional value of CHF 436 million, or $ 558 million, designated as hedges of a portion of our net investment in certain Swiss Franc operations.

These derivative contracts mature in fiscal years 2027 through 2045.

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The amount of the gains and losses on hedging instruments and the classification of those gains and losses within our consolidated financial statements for fiscal years 2026, 2025, and 2024 were as follows:

(Gain) Loss Recognized in Accumulated Other Comprehensive Income (Gain) Loss Reclassified into Income

(Gain) Loss Recognized in Accumulated Other Comprehensive Loss (Gain) Loss Reclassified into Income

Fiscal Year Fiscal Year Location of (Gain) Loss in Income Statement

(in millions) 2026 2025 2024 2026 2025 2024

Fair value hedges

Currency exchange rate contracts $ ( 1 ) $ — $ — $ ( 59 ) $ — $ — Other operating (income) expense, net

Cash flow hedges

Currency exchange rate contracts 308 ( 416 ) ( 161 ) ( 156 ) ( 312 ) ( 703 ) Other operating (income) expense, net

Currency exchange rate contracts $ ( 50 ) $ 308 $ ( 416 ) $ 111 $ ( 156 ) $ ( 312 ) Other operating expense (income), net

Currency exchange rate contracts 45 ( 71 ) ( 124 ) ( 59 ) ( 74 ) ( 57 ) Cost of products sold

2 unchanged sentences

Currency exchange rate contracts ( 117 ) 247 ( 202 ) — — — N/A

Fair value hedges

Currency exchange rate contracts 1 ( 1 ) — ( 20 ) ( 59 ) — Other operating expense (income), net

Total $ 447 $ 1,759 $ ( 1,173 ) $ 32 $ ( 288 ) $ ( 369 )

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The amount of the gains and losses on our derivative instruments not designated as hedging instruments and the classification of those gains and losses within our consolidated financial statements for fiscal years 2026, 2025, and 2024 were as follows:

2 unchanged sentences

(in millions) 2026

Currency exchange rate contracts $ ( 91 ) $ 136 $ 31 Other operating (income) expense, net

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Currency exchange rate contracts $ 91 $ ( 91 ) $ 136 Other operating expense (income), net

Balance Sheet Presentation

9 unchanged sentences

Currency exchange rate contracts 13 7 Other current assets 10 5 Other accrued expenses

Total return swaps — — Other current assets 16 — Other accrued expenses

Total derivatives not designated as hedging instruments 7 15 21 12

Total derivatives $ 555 $ 334 $ 420 $ 401

3 unchanged sentences

Level 1 $ 555 $ 420 $ 334 $ 401

Level 2 — 16 — —

Total $ 334 $ 417 $ 659 $ 66

The Company has elected to present the fair value of derivative assets and liabilities within the consolidated balance sheets on a gross basis, even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation.

11 unchanged sentences

Currency exchange rate contracts ( 420 ) 232 98 ( 91 )

Total return swaps ( 16 ) — — ( 16 )

( 417 ) 195 125 ( 97 )

Total $ 135 $ — $ 98 $ 233

11 unchanged sentences

The Company monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business.

The Company maintains cash and cash equivalents, investments, and certain other financial instruments (including currency exchange rate and interest rate derivative contracts) with various major financial institutions.

The Company has cash and cash equivalents, investments, and certain other financial instruments positions (including currency exchange rate and interest rate derivative contracts) with various major financial institutions.

The Company performs periodic evaluations of the relative credit standings of these financial institutions and limits the amount of credit exposure with any one institution.

1 unchanged sentence

Under these agreements, either party is required to post eligible collateral when the market value of transactions covered by the agreement exceeds specific thresholds, thus limiting credit exposure for both parties.

As of April 25, 2025 the Company posted net cash collateral of $ 125 million to its counterparties.

As of April 24, 2026 and April 25, 2025, the Company posted net cash collateral of $ 98 million and $ 125 million to its counterparties.

Cash collateral posted is recorded as a reduction in cash and cash equivalents , with the offset recorded as an increase in other current assets in the consolidated balance sheets.

As of April 26, 2024, the Company received net cash collateral of $ 101 million from its counterparties.

Cash collateral received is recorded as an increase in cash and cash equivalents with the offset recorded in other accrued expenses in the consolidated balance sheets.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Inventory balances were as follows:

4 unchanged sentences

Total $ 5,951 $ 5,476

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Goodwill and Other Intangible Assets

The following table presents the changes in the carrying amount of goodwill by segment:

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

The following table presents the changes in the carrying amount of goodwill by reportable segment and goodwill assigned to the other operating segments:

(in millions) Cardiovascular Neuroscience Medical Surgical Reportable Segments Other Operating Segments Total

April 26, 2024 $ 7,966 $ 11,644 $ 19,121 $ 38,731 $ 2,255 $ 40,986

4 unchanged sentences

Goodwill as a result of acquisitions 555 — — 555 — 555

Purchase accounting adjustments 2 — ( 2 ) — —

Currency translation and other 30 61 204 295 — 295

1 unchanged sentence

The Company did no t recognize any goodwill impairment charges during fiscal years 2026, 2025, or 2024.

As a result of the agreement with DaVita, as disclosed in Note 3, the Company allocated $ 208 million of goodwill to the RCS business that met the criteria to be classified as held for sale during the first quarter of fiscal year 2023 and was subsequently sold on April 1, 2023.

Upon allocation, a goodwill impairment test was performed for the RCS business, and the Company recognized $ 61 million of goodwill impairment charges during fiscal year 2023.

The goodwill impairment charges are recognized in other operating (income) expense, net in the consolidated statements of income.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Intangible Assets

10 unchanged sentences

IPR&D $ 253 $ — $ 289 $ —

The Company did no t recognize any definite-lived intangible asset impairment charges during fiscal years 2025 and 2023.

The Company did not recognize any definite-lived intangible asset impairment charges during fiscal years 2026 and 2025.

During fiscal year 2024, the Company recognized $ 295 million of definite-lived intangible asset impairment charges in connection with the decision to exit its ventilator product line.

The intangible asset impairment charges primarily related to purchased technology, customer-related intangibles, and trade names.

The intangible asset impairment charges are recognized in other operating (income) expense, net in the consolidated statements of income.

The intangible asset impairment charges are recognized in other operating expense (income), net in the consolidated statements of income.

Refer to Note 3 for additional information on what led to the impairments in fiscal year 2024.

There were no indefinite-lived intangible asset impairment charges during fiscal year 2025.

Indefinite-lived intangible asset impairment charges were not significant for fiscal year 2024 and 2023.

There were no indefinite-lived intangible asset impairment charges during fiscal year 2026 and 2025.

Indefinite-lived intangible asset impairment charges were not material for fiscal year 2024.

Due to the nature of IPR&D projects, the Company may experience future delays or failures to obtain regulatory approvals to conduct clinical trials, failures of such clinical trials, delays or failures to obtain required market clearances, other failures to achieve a commercially viable product, or the discontinuation of certain projects, and as a result, may recognize impairment losses in the future.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Amortization Expense

Intangible asset amortization expense was $ 1.8 billion for fiscal year 2025, including $ 151 million of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Portfolio.

Intangible asset amortization expense was $ 1.7 billion for fiscal years 2024 and 2023.

Intangible asset amortization expense was $ 1.8 billion for both fiscal years 2026 and 2025, including $ 121 million and $ 151 million, respectively, of accelerated amortization on certain intangible assets related to product line exits within the Cardiovascular Portfolio.

Intangible asset amortization expense was $ 1.7 billion for fiscal year 2024.

Estimated aggregate amortization expense by fiscal year based on the current carrying value and remaining estimated useful lives of definite-lived intangible assets at April 24, 2026, excluding any possible future amortization associated with acquired IPR&D which has not met technological feasibility, is as follows:

(in millions) Amortization

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Property, Plant, and Equipment

9 unchanged sentences

Property, plant, and equipment, net $ 7,417 $ 6,837

Depreciation expense of $ 1.1 billion, $ 954 million, and $ 999 million was recognized in fiscal years 2025, 2024, and 2023, respectively.

Depreciation expense of $ 1.2 billion, $ 1.1 billion, and $ 954 million was recognized in fiscal years 2026, 2025, and 2024, respectively.

Shareholders’ Equity

10 unchanged sentences

Dividends The timing, declaration, and payment of future dividends to holders of the Company's ordinary shares falls within the discretion of the Company's Board of Directors and depends upon many factors, including the statutory requirements of Irish law, the Company's earnings and financial condition, the capital requirements of the Company's businesses, industry practice and any other factors the Board of Directors deems relevant.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Ordinary Share Repurchase Program Shares are repurchased on occasion to support the Company’s stock-based compensation programs and to return capital to shareholders.

1 unchanged sentence

In March 2024, the Company's Board of Directors authorized $ 5.0 billion for repurchase of the Company's ordinary shares.

In March 2024, the Company's Board of Directors authorized an additional $ 5.0 billion for repurchase of the Company's ordinary shares.

There is no specific time-period associated with these repurchase authorizations.

At April 25, 2025, the Company had used the $ 6.0 billion authorized in March 2019 and $ 2.9 billion of the $ 5.0 billion authorized in March 2024, leaving approximately $ 2.1 billion available for future repurchases.

At April 24, 2026, $ 3.8 billion of the $ 5.0 billion authorized in March 2024, leaving approximately $ 1.2 billion available for future repurchases.

The Company accounts for repurchases of ordinary shares using the par value method and shares repurchased are cancelled.

3 unchanged sentences

At April 24, 2026, there were approximately 54 million shares available for future grants under the 2021 Plan.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Stock-Based Compensation Expense The following table presents the components and classification of stock-based compensation expense recognized for stock options, restricted stock, performance share units, and employee stock purchase plan (ESPP) in fiscal years 2026, 2025, and 2024:

5 unchanged sentences

Total stock-based compensation expense 457 429 393

Cost of products sold $ 46 $ 35 $ 36

Research and development expense 52 47 39

Selling, general, and administrative expense 331 310 280

Total stock-based compensation expense 429 393 355

Income tax benefits ( 76 ) ( 70 ) ( 64 )

14 unchanged sentences

Dividend yield 3.08 % 3.48 % 3.18 %

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes stock option activity during fiscal year 2026:

12 unchanged sentences

19,010 98.31 3.8 5

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the total cash received from the issuance of new shares upon stock option award exercises, the total intrinsic value of options exercised, and the related tax benefit during fiscal years 2025, 2024, and 2023:

The following table summarizes the total cash received from the issuance of new shares upon stock option award exercises and the total intrinsic value of options exercised during fiscal years 2026, 2025, and 2024:

(in millions) 2026 2025 2024

1 unchanged sentence

Intrinsic value of options exercised 38 66 28

Tax benefit related to options exercised 14 6 9

The tax benefit related to stock options exercised was not material for fiscal years 2026, 2025, and 2024.

Unrecognized compensation expense related to outstanding stock options at April 24, 2026 was $ 48 million and is expected to be recognized over a weighted average period of 2.3 years.

4 unchanged sentences

Dividend equivalent units are accumulated on restricted stock units during the vesting period.

The following table summarizes restricted stock activity during fiscal year 2025:

During fiscal year 2026, upon the closing of the MiniMed IPO, Medtronic outstanding restricted stock units held by MiniMed employees were converted to MiniMed restricted stock units.

The roll-forward of restricted stock activity below reflects the amounts converted to MiniMed restricted stock units upon IPO.

The incremental compensation cost recognized by the Company as a result of these modifications was not material.

The outstanding stock-based compensation awards held by MiniMed employees are not material, and as a result, the Company has not disclosed the roll-forward activity or included the unrecognized compensation expense for MiniMed awards within the below disclosure.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes restricted stock activity during fiscal year 2026 for awards settling in Medtronic stock:

(in thousands) Wtd.

4 unchanged sentences

Forfeited/Cancelled ( 657 ) 85.97

Converted to MiniMed restricted stock units ( 584 ) 88.79

Nonvested at April 24, 2026

The following table summarizes the weighted-average grant date fair value of restricted stock granted, total fair value of restricted stock vested and related tax benefit during fiscal years 2025, 2024, and 2023:

The following table summarizes the weighted-average grant date fair value of restricted stock granted and total fair value of restricted stock vested during fiscal years 2026, 2025, and 2024:

(in millions, except per share data) 2026 2025 2024

1 unchanged sentence

Fair value of restricted stock vested 223 205 186

Tax benefit related to restricted stock vested 33 29 45

Unrecognized compensation expense related to restricted stock as of April 24, 2026 was $ 419 million and is expected to be recognized over a weighted average period of 2.6 years.

Performance Share Units Performance share units typically cliff vest after three years .

Performance Share Units Performance share units typically cliff vest at the end of the performance period, which aligns with the fiscal year-end the third year after grant.

The awards include three metrics:

2 unchanged sentences

Revenue growth and ROIC are considered performance metrics, and the expense is recorded over the performance period, which will be reassessed each reporting period based on the probability of achieving the various performance conditions.

The number of shares earned at the end of the three-year period will vary, based on only actual performance, from 0 % to 200 % of the target number of performance share units granted.

The number of shares earned at the end of the three-year performance period will vary, based on only actual performance, from 0 % to 200 % of the target number of performance share units granted.

Performance share units are subject to forfeiture if employment terminates prior to the lapse of the restrictions.

4 unchanged sentences

The fair value of the revenue growth and ROIC metrics are equal to the closing stock price on the grant date.

Similar to the restricted stock units, certain of the Medtronic outstanding performance share units held by MiniMed employees were converted to MiniMed restricted stock units.

The roll-forward of performance share unit activity below reflects the amounts converted to MiniMed restricted stock units upon IPO.

The incremental compensation cost recognized by the Company as a result of these modifications was not material.

Medtronic plc

5 unchanged sentences

Granted 1,231 109.18

Vested ( 260 ) 147.85

Performance adjustments (1)

1 unchanged sentence

Forfeited/Cancelled ( 192 ) 102.22

Converted to MiniMed restricted stock units ( 196 ) 104.81

Nonvested at April 24, 2026

(1) Performance adjustments are adjustments to grants where the performance period has ended and actual performance is known.

The following table summarizes the weighted-average grant date fair value of performance share units granted, total fair value of performance share units vested and related tax benefit during fiscal year 2025, 2024, and 2023:

(2) Prior to fiscal year 2024 grants, awards cliff vested after three years .

For fiscal year 2024 grants and subsequent, the awards vest at the end of the performance period, which aligns with the third fiscal year end after grant.

As a result of this change, the Company has two cycles that vested during fiscal year 2026 (fiscal year 2023-2025 performance period and 2024-2026 performance period).

The cycle that vested at the end of fiscal year 2026 will be distributed in the first quarter of fiscal year 2027.

The following table summarizes the weighted-average grant date fair value of performance share units granted and total fair value of performance share units vested during fiscal years 2026, 2025, and 2024:

(in millions, except per share data) 2026 2025 2024

1 unchanged sentence

Fair value of performance share units vested 182 38 78

Tax benefit related to performance share units vested 3 3 —

Unrecognized compensation expense related to performance share units as of April 24, 2026 was $ 78 million and is expected to be recognized over a weighted average period of 1.6 years.

5 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

As a result of the prospective adoption of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, certain tables are presented in a different format not comparable to prior year disclosures, and certain data contained within the tables may be presented differently than in prior years.

In conjunction with the prospective adoption of ASU 2023-09, the fiscal year 2026 disclosures include using Ireland, and its statutory tax rate of 12.5 %, as the starting point for several disclosures as it is the Company's country of domicile;

which now represents the 2026 Domestic amounts below.

The income tax provision is based on income before income taxes reported for financial statement purposes.

1 unchanged sentence

(in millions) 2026

$ 1,037 $ 750 $ 1,295

Domestic (Ireland) $ 746

Foreign 5,390

Income before income taxes $ 6,136

The following table presents the required disclosures prior to the Company’s adoption of ASU 2023-09:

(in millions) 2025 2024

Domestic (U.S.) $ 1,037 $ 750

International 4,591 4,087

3 unchanged sentences

Current tax expense:

$ 583 $ 756 $ 1,303

Domestic (Ireland) $ 155

Foreign 1,113

Total current tax expense 1,268

Deferred tax (benefit) expense:

Domestic (Ireland) ( 123 )

Net deferred tax expense 31

Income tax provision $ 1,299

(in millions) 2025 2024

Current tax expense:

Domestic (U.S.) $ 583 $ 756

International 692 905

1 unchanged sentence

Deferred tax (benefit) expense:

( 322 ) ( 435 ) ( 336 )

Domestic (U.S.) ( 322 ) ( 435 )

International ( 17 ) ( 93 )

40 unchanged sentences

Tax assets, net $ 4,742 $ 4,687

No deferred taxes have been provided on the approximately $ 88.6 billion and $ 86.3 billion of undistributed earnings of the Company’s subsidiaries at April 25, 2025 and April 26, 2024, respectively, since these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries.

Due to the number of legal entities and jurisdictions involved, the complexity of the legal entity structure of the Company, and the complexity of the tax laws in the relevant jurisdictions, the Company believes it is not practicable to estimate, within any reasonable range, the amount of additional taxes which may be payable upon distribution of these undistributed earnings.

At April 25, 2025, the Company had approximately $ 10.8 billion of tax effected net operating loss carryforwards in certain non-U.S.

No material deferred taxes have been provided on the undistributed earnings of the Company’s subsidiaries at April 24, 2026 and April 25, 2025 since these earnings have been, and under current plans will continue to be, permanently reinvested in these subsidiaries.

At April 24, 2026, the Company had approximately $ 10.7 billion of tax effected net operating loss carryforwards in certain U.S.

jurisdictions, of which $ 4.7 billion have no expiration, and the remaining $ 6.0 billion will expire during fiscal years 2027 through 2046.

Included in these net operating loss carryforwards are $ 3.9 billion of tax effected net operating losses generated in fiscal year 2008 as a result

Included in these net operating loss carryforwards are $ 3.9 billion of tax effected net operating losses generated in fiscal year 2008 as a result of the receipt of a favorable tax ruling from certain non-U.S.

taxing authorities;

and $ 5.0 billion of tax effected net operating losses

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

of the receipt of a favorable tax ruling from certain non-U.S.

taxing authorities;

and $ 4.9 billion of tax effected net operating losses generated during fiscal year 2023 as a result of an intercompany reorganization.

The Company has recorded a full valuation allowance against these net operating losses, as management does not believe that it is more likely than not that these net operating losses will be utilized.

Certain of the remaining non-U.S.

net operating loss carryforwards of $ 2.0 billion have a valuation allowance recorded against the carryforwards, as management does not believe that it is more likely than not that these net operating losses will be utilized.

At April 25, 2025, the Company had $ 53 million of tax effected U.S.

federal net operating loss carryforwards, of which $ 35 million have no expiration.

The remaining loss carryforwards will expire during fiscal years 2026 through 2036.

state purposes, the Company had $ 84 million of tax effected net operating loss carryforwards at April 25, 2025, $ 12 million of which have no expiration.

The remaining U.S.

state loss carryforwards will expire during fiscal years 2026 through 2044.

generated during fiscal year 2023 as a result of an intercompany reorganization in certain non-U.S.

jurisdictions.

The Company has recorded a full valuation allowance against these net operating losses.

Certain of the remaining net operating loss carryforwards of $ 1.8 billion also have a valuation allowance recorded against them, as management does not believe that it is more likely than not that these net operating losses will be utilized.

At April 24, 2026, the Company also had $ 319 million of tax credits available to reduce future income taxes payable, of which $ 136 million have no expiration.

1 unchanged sentence

The Company has established valuation allowances of $ 12.3 billion and $ 12.7 billion at April 24, 2026 and April 25, 2025, respectively, primarily related to the uncertainty of the utilization of certain deferred tax assets which are primarily comprised of tax loss and credit carryforwards in various jurisdictions.

The decrease in the valuation allowance during fiscal year 2025 is primarily related to a decrease in the Luxembourg tax rate applied to previously recorded deferred tax assets and associated valuation allowances and current year utilization of attributes with a full valuation allowance due to certain intercompany transactions.

The decrease in the valuation allowance during fiscal year 2026 is primarily related to current year utilization of attributes with a full valuation allowance due to certain intercompany transactions.

These valuation allowances would result in a reduction to the income tax provision in the consolidated statements of income if they are ultimately not required.

The Company’s effective income tax rate varied from the U.S.

federal statutory tax rate as follows:

2025 2024 2023

Below is the reconciliation of income taxes from the Ireland statutory rate of 12.5 % to the consolidated effective income tax rate and associated dollar impact for fiscal year 2026.

In determining the reconciling items, we considered the effect of tax rulings as part of the statutory tax rate.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

(in millions) Fiscal Year 2026

Ireland statutory tax rate $ 767 12.5 %

Effect of cross-border tax laws 111 1.8 %

Intercompany transaction(s) ( 165 ) ( 2.7 ) %

Other rate impacting items 29 0.5 %

Foreign tax effects

United States

Statutory tax rate differential 105 1.7 %

State and local income taxes 82 1.3 %

US tax on foreign earnings 46 0.7 %

R&D credit ( 101 ) ( 1.6 ) %

Intercompany transaction(s) 278 4.5 %

Prior year tax resolutions 65 1.1 %

Changes in valuation allowances ( 48 ) ( 0.8 ) %

Other rate impacting items 85 1.4 %

Changes in valuation allowances ( 263 ) ( 4.3 ) %

Affiliate financing 177 2.9 %

Intercompany transaction(s) 101 1.6 %

Other rate impacting items 1 — %

Statutory tax rate differential ( 80 ) ( 1.3 ) %

Statutory tax rate differential ( 70 ) ( 1.1 ) %

Cantonal income taxes 125 2.0 %

Other rate impacting items 23 0.4 %

Other foreign jurisdictions

Statutory tax rate differential 92 1.5 %

Other rate impacting items 41 0.7 %

Changes in unrecognized tax benefits ( 102 ) ( 1.7 ) %

Effective tax rate $ 1,299 21.2 %

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table presents the required disclosures prior to the Company’s adoption of ASU 2023-09 and reconciles the U.S.

federal statutory income tax amount to the actual global effective amount for the fiscal years 2025 and 2024:

(in millions) 2025 2024

federal statutory tax rate 21.0 % 21.0 %

2 unchanged sentences

Research and development credit ( 1.8 ) ( 2.2 )

Puerto Rico excise tax — — ( 1.0 )

International ( 6.5 ) ( 6.7 )

7 unchanged sentences

Effective tax rate 16.6 % 23.4 %

Worldwide income tax payments, net of tax refunds, are as follows:

(in millions) 2026

United States 974

Switzerland 320

Other foreign 430

Total income taxes paid $ 1,942

Total income taxes paid $ 1,819 $ 1,622

On July 4, 2025, the U.S.

Government enacted The One Big Beautiful Bill Act of 2025, which includes, among other provisions, changes to the U.S.

corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

The provisions of the Act, including immediate expensing of qualifying research and development costs, that were effective for fiscal year 2026 did not materially impact the Company's fiscal year 2026 effective tax rate.

The Company does not expect the provisions of the Act to materially impact fiscal years 2027 and beyond.

The Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15% in each jurisdiction in which the group operates.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two Global Minimum Tax.

A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which were effective for Medtronic in fiscal year 2025.

The Israeli Central-Lod District Court issued its decision in Medtronic Ventor Technologies Ltd (Ventor) v.

Kfar Saba Assessing Office in June 2023.

The court determined that there was a deemed taxable transfer of intellectual property.

As a result, the Company recorded a $ 187 million income tax charge during fiscal year 2024 and filed an appeal with the Supreme Court of Israel.

During fiscal year 2025, the cost from certain tax adjustments of $ 62 million, recognized in income tax provision in the consolidated statements of income, relates to amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

During fiscal year 2024, the net cost from certain tax adjustments of $ 299 million, recognized in income tax provision in the consolidated statements of income, included the following:

A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which were effective for the Company in fiscal year 2025.

During fiscal year 2026, the cost from certain tax adjustments of $ 260 million, recognized in income tax provision in the consolidated statements of income included the following:

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

• A net cost of $ 150 million associated with the intercompany sale of intellectual property and the establishment of a deferred tax asset.

• A net cost of $ 70 million associated with the separation of the Diabetes Business.

• A cost of $ 66 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

• A benefit of $ 51 million related to a change in estimate of accrued interest on uncertain tax positions.

• A cost of $ 25 million primarily related to the write off of certain deferred tax assets on previous transactions.

During fiscal year 2025, the net cost from certain tax adjustments of $ 62 million, recognized in income tax provision in the consolidated statements of income, relates to amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

During fiscal year 2024, the net benefit from certain tax adjustments of $ 299 million, recognized in income tax provision in the consolidated statements of income, included the following:

• A cost of $ 187 million associated with a reserve adjustment related to the Israeli Central-Lod District Court decision with respect to a deemed taxable transfer of intellectual property.

3 unchanged sentences

• A cost of $ 33 million associated with a change in the Company’s permanent reinvestment assertion on certain historical earnings.

During fiscal year 2023, the net benefit from certain tax adjustments of $ 910 million, recognized in income tax provision in the consolidated statements of income, included the following:

• A net cost of $ 764 million associated with the August 2022 U.S.

Tax Court (Tax Court) Opinion on the previously disclosed litigation regarding the allocation of income between Medtronic, Inc.

and its wholly-owned subsidiary operating in Puerto Rico for fiscal years 2005 and 2006 (Opinion).

While the Opinion rejected the IRS’s position and the Tax Court determined the methodology advanced by Medtronic was appropriate for purposes of determining the intercompany royalty rate between Puerto Rico and the U.S., it determined that the royalty rate should be higher, thereby increasing income allocated to the U.S.

and consequently subject to U.S.

This case relates only to fiscal years 2005 and 2006.

The Company has assumed the Tax Court findings will be applied for all years following fiscal year 2006.

• A cost of $ 55 million related to the disallowance of certain interest deductions.

• A cost of $ 30 million related to the change in reporting currency for certain carryover attributes.

• A cost of $ 28 million associated with the amortization of the previously established deferred tax assets from intercompany intellectual property transactions.

• A net cost of $ 33 million primarily associated with the sale of half of the Company’s RCS business.

Currently, the Company’s operations in Puerto Rico, Singapore, Dominican Republic, Costa Rica, and China have various tax holidays and tax incentive grants.

19 unchanged sentences

Gross unrecognized tax benefits at end of fiscal year, net of cash advance $ 2,017 $ 1,968 $ 1,890

If all of the Company’s unrecognized tax benefits at April 25, 2025, April 26, 2024, and April 28, 2023 were recognized, $ 2.7 billion, $ 2.7 billion, and $ 2.5 billion would impact the Company’s effective tax rate, respectively.

If all of the Company’s unrecognized tax benefits at April 24, 2026, April 25, 2025, and April 26, 2024 were recognized, $ 2.7 billion would impact the Company’s effective tax rate, respectively for each of the three years.

Although the Company believes that it has adequately reserved for liabilities resulting from tax assessments by taxing authorities, positions taken by these tax authorities could have a material impact on the Company’s effective tax rate in future periods.

The Company has recorded gross unrecognized tax benefits, net of cash advance, of $ 2.0 billion as a noncurrent liability.

The Company estimates that within the next 12 months it is reasonably possible that its uncertain tax positions, excluding interest, could decrease by as much as $ 17 million, net as a result of statute of limitation lapses.

The Company recognizes interest and penalties related to income tax matters in income tax provision in the consolidated statements of income and records the liability in the current or noncurrent accrued income taxes in the consolidated balance sheets, as appropriate.

During fiscal years 2025, 2024, and 2023, the Company recognized gross interest expense of $ 55 million, $ 134 million, and $ 86 million, respectively, in income tax provision in the consolidated statements of income.

The Company had $ 74 million, $ 19 million, and $ 61 million of accrued gross interest and penalties at April 25, 2025, April 26, 2024, and April 28, 2023, respectively.

During fiscal year 2026, the Company recognized a decrease in gross interest expense of $ 57 million in income tax provision in the consolidated statements of income.

During fiscal years 2025 and 2024, the Company recognized gross interest expense of $ 55 million, and $ 134 million, respectively, in income tax provision in the consolidated statements of income.

The Company had interest and penalties net receivable of $ 22 million at April 24, 2026.

The Company had $ 74 million of accrued gross interest and penalties at April 25, 2025.

The Company reserves for uncertain tax positions related to unresolved matters with the IRS and other taxing authorities.

These reserves are subject to a high degree of estimation and management judgment.

Resolution of these significant unresolved matters, or positions taken by the IRS or other tax authorities during future tax audits, could have a material impact on the Company’s financial results in future periods.

Resolution of these material unresolved matters, or positions taken by the IRS or other tax authorities during future tax audits, could have a material impact on the Company’s financial results in future periods.

The Company continues to believe that its reserves for uncertain tax positions are appropriate and that it has meritorious defenses for its tax filings and will vigorously defend them during the audit process, appellate process, and through litigation in courts, as necessary.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The major tax jurisdictions where the Company conducts business which remain subject to examination are as follows:

Jurisdiction Earliest Year Open

United States - federal and state 2005

Australia 2023

Costa Rica 2021

Dominican Republic 2021

Luxembourg 2020

Puerto Rico 2014

Singapore 2020

Switzerland 2010

United Kingdom 2021

The major tax jurisdictions where the Company conducts business which remain subject to examination are Ireland for years 2022 forward, United States for 2005 forward and various other jurisdictions that are open for examination 2010 forward.

See Note 18 for additional information regarding the status of current tax audits and proceedings.

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Basic earnings per share is computed based on the weighted average number of ordinary shares outstanding.

Diluted earnings per share is computed based on the weighted number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares.

Diluted earnings per share is computed based on the weighted average number of ordinary shares outstanding, increased by the number of additional shares that would have been outstanding had the potentially dilutive ordinary shares been issued, and reduced by the number of shares the Company could have repurchased with the proceeds from issuance of the potentially dilutive shares.

Potentially dilutive ordinary shares include stock-based awards granted under stock-based compensation plans and shares committed to be purchased under the employee stock purchase plan.

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Diluted earnings per share $ 3.73 $ 3.61 $ 2.76

The calculation of weighted average diluted shares outstanding excludes stock awards of approximately 26 million, 28 million, and 23 million ordinary shares in fiscal year 2025, 2024, and 2023, respectively because their effect would have been anti-dilutive on the Company’s earnings per share.

The calculation of weighted average diluted shares outstanding excludes stock options, restricted stock units, and performance share units of approximately 17 million, 26 million, and 28 million ordinary shares in fiscal years 2026, 2025, and 2024, respectively because their effect would have been anti-dilutive on the Company’s earnings per share.

Retirement Benefit Plans

9 unchanged sentences

At April 24, 2026 and April 25, 2025, the funded status of the Company’s benefit plans was $ 724 million overfunded and $ 440 million overfunded, respectively.

During fiscal year 2023, the Company offered certain eligible U.S.

employees voluntary early retirement packages, resulting in charges of $ 94 million, primarily related to U.S.

pension benefits.

The charges were recognized in restructuring charges, net in the consolidated statements of income.

See Note 4 for additional information on restructuring charges.

Medtronic plc

46 unchanged sentences

pension benefits beginning Plan year 2028.

Employees will continue to earn benefits as required by the Medtronic Retirement Plan until April 30, 2027, after which date benefits will no longer be earned and employees will earn benefits through the Medtronic Savings and Investment Plan.

(2) Actuarial gains and losses result from changes in actuarial assumptions (such as changes in the discount rate and revised mortality rates).

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Plan assets at fair value 940 924

The net periodic benefit cost of the plans includes the following components:

Components of net periodic benefit cost other than the service component are recognized in other non-operating expense (income), net in the consolidated statements of income.

The below table includes the components of net periodic benefit cost of the plans and other changes in plan assets and projected benefit obligations recognized in other comprehensive income (loss) for fiscal years 2026, 2025 and 2024:

Pension Benefits Non-U.S.

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Amortization of prior service cost ( 2 ) ( 2 ) ( 2 ) — — ( 1 )

Amortization of net actuarial loss (gain) 16 18 20 1 ( 1 ) 2

Settlement and curtailment (gain) loss — — — — ( 3 ) 2

Special termination benefits — — 74 — — —

Amortization and settlement recognition of actuarial (gain) loss 18 16 18 15 1 ( 4 )

Net periodic benefit (credit) cost $ ( 23 ) $ ( 24 ) $ ( 22 ) $ 38 $ 28 $ 18

Components of net periodic benefit cost other than the service component are recognized in other non-operating income, net in the consolidated statements of income.

The other changes in plan assets and projected benefit obligations recognized in other comprehensive (loss) income for fiscal year 2025 are as follows:

(in millions) U.S.

Benefits Non-U.S.

Net actuarial loss $ 85 $ 54

Net actuarial (gain) loss ( 204 ) 85 ( 339 ) 39 54 86

Prior service cost — — — 1 — ( 1 )

Amortization of prior service cost 2 2 2 — — 1

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Effect of exchange rates — — — 10 16 ( 3 )

Total recognized in other comprehensive loss 71 69

Total recognized in net periodic benefit cost and other comprehensive loss $ 47 $ 97

Total recognized in other comprehensive (income) loss ( 219 ) 71 ( 355 ) 36 69 85

Total recognized in net periodic benefit cost and other comprehensive (income) loss $ ( 242 ) $ 47 $ ( 378 ) $ 75 $ 97 $ 103

Medtronic plc

156 unchanged sentences

There were no transfers into or out of Level 3 for both the U.S.

pension plans during the fiscal years ended April 25, 2025 and April 26, 2024.

pension plans during fiscal years 2026 and 2025.

Medtronic plc

2 unchanged sentences

During fiscal year 2026, the Company made discretionary contributions of approximately $ 30 million to the U.S.

pension plan.

defined benefit plans.

Internationally, the Company contributed approximately $ 48 million for pension benefits during fiscal year 2026.

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2032 – 2036 1,222 517

Post-retirement Benefit Plans The net periodic benefit cost associated with the Company’s post-retirement benefit plans was income of $ 16 million, $ 16 million, and $ 11 million in fiscal years 2025, 2024, and 2023, respectively.

Post-retirement Benefit Plans The net periodic benefit cost associated with the Company’s post-retirement benefit plans was income of $ 16 million in each of fiscal years 2026, 2025, and 2024.

The Company’s projected benefit obligation for all post-retirement benefit plans was $ 230 million and $ 231 million at April 24, 2026 and April 25, 2025, respectively.

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Additionally, the Company recognizes variable lease payments not included in its lease liabilities in the period in which the obligation for those payments is incurred.

Variable lease payments for fiscal year 2025, 2024, and 2023 were not material.

Variable lease payments for fiscal years 2026, 2025, and 2024 were not material.

The Company's lease agreements include leases accounted for as operating leases and those accounted for as finance leases.

The right-of-use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with the Company's finance leases were not material to the consolidated financial statements at April 25, 2025 or April 26, 2024 or for fiscal year 2025, 2024 and 2023.

Finance lease right-of-use assets are included in propert

The right-of-use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with the Company's finance leases were not material to the consolidated financial statements at April 24, 2026 or April 25, 2025 or for fiscal years 2026, 2025 and 2024.

Finance lease right-of-use

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

y, plant, and equipment, net , and finance lease liabilities are included in current debt obligations and long-term debt on the consolidated balance sheets.

assets are included in property, plant, and equipment, net , and finance lease liabilities are included in current debt obligations and long-term debt on the consolidated balance sheets.

The following table summarizes the balance sheet classification of the Company's operating leases and amounts of the right-of-use assets and lease liabilities at April 24, 2026 and April 25, 2025:

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Weighted-average discount rate 4.0 % 4.0 %

The following table summarizes the components of total operating lease cost for fiscal year 2025, 2024, and 2023:

The following table summarizes the components of total operating lease cost for fiscal years 2026, 2025, and 2024:

(in millions) 2026 2025 2024

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Total operating lease cost $ 303 $ 298 $ 273

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for operating lease liabilities for fiscal year 2025, 2024, and 2023:

(in millions) 2026 2025 2024

1 unchanged sentence

Right-of-use assets obtained in exchange for operating lease liabilities 290 281 220

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The following table summarizes the maturities of the Company's operating leases at April 24, 2026:

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Income arising from arrangements where the Company is the lessor is recognized within net sales in the consolidated statements of income and the Company's net investments in sales-type leases are included in other current assets and other assets in the consolidated balance sheets.

Lessor income for fiscal year 2025, 2024, and 2023 and the related assets and lease maturities at April 25, 2025 and April 26, 2024 were not material to the consolidated financial statements.

Lessor income for fiscal years

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

2026, 2025, and 2024 and the related assets and lease maturities at April 24, 2026 and April 25, 2025 were not material to the consolidated financial statements.

Accumulated Other Comprehensive Loss

The following table provides changes in accumulated other comprehensive loss (AOCI), net of tax, and by component:

The following table provides changes in accumulated other comprehensive loss (AOCL), net of tax, and by component:

(in millions) Unrealized (Loss) Gain on Investment Securities Cumulative Translation Adjustments Net Investment Hedges Net Change in Retirement Obligations Unrealized Gain (Loss) on Cash Flow Hedges Total Accumulated Other Comprehensive (Loss) Income

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April 24, 2026 $ ( 15 ) $ ( 2,447 ) $ ( 1,024 ) $ ( 498 ) $ ( 116 ) $ ( 4,101 )

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during fiscal years 2025, 2024, and 2023 was an expense of $ 25 million, an expense of $ 4 million, and a benefit of $ 21 million, respectively.

During fiscal years 2025, 2024, and 2023, realized gains and losses on investment securities reclassified from AOCI were reduced by income taxes of $ 3 million, $ 5 million and $ 9 million, respectively.

When realized, gains and losses on investment securities reclassified from AOCI are recognized within other non-operating income, net .

The income tax on gains and losses on investment securities in other comprehensive income before reclassifications during fiscal years 2026, 2025, and 2024 was an expense of $ 8 million, $ 25 million, and $ 4 million, respectively.

During fiscal year 2026, the income taxes on realized gains and losses on investment securities reclassified from AOCL were not material.

During fiscal years 2025 and 2024, realized gains and losses on investment securities reclassified from AOCL were reduced by income taxes of $ 3 million and $ 5 million, respectively.

When realized, gains and losses on investment securities reclassified from AOCL are recognized within other non-operating expense (income), net .

Refer to Note 5 for additional information.

During fiscal years 2025, 2024, and 2023, the income tax on cumulative translation adjustment was an expense of $ 4 million, an expense of $ 3 million, and a benefit of $ 5 million, respectively.

During fiscal year 2025, the income tax on net investment hedges was a benefit of $ 47 million.

During fiscal years 2024 and 2023, there were no tax impacts on net investment hedges.

During fiscal years 2026, 2025, and 2024, the income tax on cumulative translation adjustment was an expense of $ 1 million, $ 4 million, and $ 3 million, respectively.

During fiscal years 2026 and 2025, the income tax on net investment hedges was a benefit of $ 25 million and $ 47 million, respectively.

During fiscal year 2024, there was no tax impact on net investment hedges.

Refer to Note 7 for additional information.

The net change in retirement obligations in other comprehensive income includes amortization of net actuarial losses included in net periodic benefit cost.

The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during fiscal years 2025, 2024, and 2023 resulted in a benefit of $ 32 million, an expense of $ 79 million, and an expense of $ 6 million, respectively.

During fiscal years 2025, 2024, and 2023, the gains and losses on defined benefit and pension items reclassified from AOCI were reduced by income taxes of $ 3 million, $ 2 million, and $ 9 million, respectively.

When realized, net gains and losses on defined benefit and pension items reclassified from AOCI are recognized within other non-operating income, net .

The income tax on the net change in retirement obligations in other comprehensive income before reclassifications during fiscal years 2026, 2025, and 2024 resulted in an expense of $ 52 million, a benefit of $ 32 million, and an expense of $ 79 million, respectively.

During fiscal years 2026, 2025, and 2024, the gains and losses on defined benefit and pension items reclassified from AOCL were reduced by income taxes of $ 2 million, $ 3 million, and $ 2 million, respectively.

When realized, net gains and losses on defined benefit and pension items reclassified from AOCL are recognized within other non-operating expense (income), net .

Refer to Note 15 for additional information.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during fiscal years 2025, 2024, and 2023 was a benefit of $ 33 million, an expense $ 103 million, and an expense of $ 56 million, respectively.

Amounts reclassified from AOCI related to cash flow hedges included income taxes of $ 52 million, $ 66 million, and $ 133 million for fiscal years 2025, 2024, and 2023, respectively.

When realized, gains and losses on currency exchange rate contracts reclassified from AOCI are recognized within other operating (income) expense, net or cost of products sold.

The income tax on unrealized gains and losses on cash flow hedges in other comprehensive income before reclassifications during fiscal years 2026, 2025, and 2024 was an expense of $ 43 million, a benefit of $ 33 million, and an expense of $ 103 million, respectively.

Amounts reclassified from AOCL related to cash flow hedges included income taxes of $ 16 million, $ 52 million, and $ 66 million for fiscal years 2026, 2025, and 2024, respectively.

When realized, gains and losses on currency exchange rate contracts reclassified from AOCL are recognized within other operating expense (income), net or cost of products sold.

Refer to Note 7 for additional information.

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The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the consolidated statements of income.

During fiscal years 2025, 2024, and 2023, the Company recognized $ 317 million of certain litigation charges, net, $ 149 million of certain litigation charges, net, and $ 30 million of certain litigation income, net, respectively.

During fiscal years 2026, 2025, and 2024, the Company recognized $ 113 million, $ 317 million, and $ 149 million of certain litigation charges, net, respectively.

At April 24, 2026 and April 25, 2025, accrued litigation was approximately $ 0.2 billion and $ 0.4 billion, respectively.

The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

The ultimate cost to the Company with respect to this litigation is difficult to predict, and the cost of any litigation, including litigation subject to accruals, could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

The Company includes accrued litigation in other accrued expenses and other liabilities on the consolidated balance sheets.

While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Intellectual Property Matters

The Company is a defendant in patent litigation brought by Colibri Heart Valve LLC (Colibri) in the U.S.

The Company was a defendant in patent litigation brought by Colibri Heart Valve LLC (Colibri) in the U.S.

District Court for the Central District of California.

Colibri alleges infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices.

Colibri alleged infringement of one patent by the Company’s Evolut family of transcatheter aortic valve replacement devices.

The patent asserted by Colibri has expired.

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Court of Appeals for the Federal Circuit.

The Company has not recognized an expense in connection with this matter because it does not currently believe a loss is probable.

On July 18, 2025, the U.S.

Court of Appeals for the Federal Circuit ruled in favor of the Company and reversed the lower court, vacating the jury verdict and ruling that Medtronic did not infringe the Colibri patent.

All additional appellate avenues have now closed, and the case will be closed in due course.

This decision eliminates our potential liability in this matter.

Product Liability Matters

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state and federal courts that allege personal injury from hernia mesh products sold by those subsidiaries.

As of June 11, 2025, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 9,325 individual plaintiffs, and certain plaintiffs’ law firm

As of June 10, 2026, the Company and certain of its subsidiaries have been named as defendants in lawsuits filed on behalf of approximately 10,350 individual plaintiffs, and certain plaintiffs’

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

s have advised the Company that they may file additional cases in the future.

law firms have advised the Company that they may file additional cases in the future.

Approximately 7,450 plaintiffs have pending lawsuits in a coordinated proceeding in Massachusetts state court, where they have been consolidated before a single judge.

2 unchanged sentences

The pending lawsuits relate almost entirely to hernia mesh products that have not been subject to recalls, withdrawals, or other adverse regulatory action.

The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable.

Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

The Company recognized certain litigation charges in fiscal year 2026 in connection with certain of these matters, and the Company's accrued expenses for these matters are included within accrued litigation as of April 24, 2026 as discussed above.

Diabetes Pump Retainer Ring Litigation

Starting in fiscal year 2021, plaintiffs began filing lawsuits against the Diabetes operating unit in U.S.

state and federal courts alleging personal injury from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021.

As of May 28, 2025, after a number of recent dismissals, there are nine lawsuits filed on behalf of 20 individuals.

state and federal courts alleging personal injury, including deaths, from Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021.

As of June 8, 2026, there are fifteen lawsuits filed on behalf of 55 individuals.

Plaintiffs’ firms previously notified the Company that they may file additional lawsuits in the future on behalf of several thousand additional claimants.

Most of the filed suits are coordinated in California state court.

The Company has not recorded an expense related to damages in connection with these matters because any potential loss is not currently probable and reasonably estimable.

Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

These lawsuits relate to products made by MiniMed.

While the Company is a named defendant in these suits, as a result of the the IPO, MiniMed will be responsible for any financial liabilities resulting therefrom.

Antitrust Matters

Applied Medical

The Company is a defendant in civil antitrust litigation brought by Applied Medical Resources Corporation in the U.S.

The Company is a defendant in civil antitrust litigation brought by Applied Medical Resources Corporation (Applied) in the U.S.

District Court for the Central District of California, alleging that the Company has engaged in anticompetitive and monopolistic conduct relating to its sales of advanced bipolar devices, including under contracts with group purchasing organizations.

The Company has substantial legal and factual defenses and intends to defend itself vigorously.

The court recently deferred trial from June 2025 until after it rules on the parties' summary judgment motions.

The Company has not recorded an expense related to damages in connection with this matter because any potential loss is not currently probable and reasonably estimable.

Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

On August 15, 2025, the court denied the Company's motion for summary judgment concluding that there were disputed factual issues to be resolved at trial.

A jury trial was held in the U.S.

District Court for the Central District of California from January 20, 2026 to February 4, 2026.

On February 5, 2026, the jury returned a verdict in favor of Applied, awarding Applied $ 382 million in damages, which will be automatically trebled by the court.

In addition, we expect that Applied will seek attorneys’ fees and reasonable costs, an estimate of which is not available at this time.

We expect that Applied will also seek injunctive relief from the court.

The Company believes that the jury’s decision and amounts awarded are inconsistent with the law and evidence at trial.

The Company has strong arguments to challenge the verdict, and if necessary, appeal with the appropriate appellate courts.

The Company has filed its post-trial motion, and it is under consideration with the court.

We expect that Applied will file its own post-trial motion.

The Company plans to post surety bonds in the amount directed by the court once final judgment has been entered.

In assessing whether the Company should record an expense related to the jury verdict, we considered various factors, including the legal and factual circumstances of the case, the planned post-trial proceedings, applicable law, and the likelihood that the jury’s award will be upheld after post-trial briefing and potentially on appeal.

In light of the remaining post-trial motions and appeal, the ultimate result of this litigation remains uncertain.

It is reasonably possible that as a result of a final court judgment or an appeal that none, some, or all of the jury’s verdict and other relief sought might ultimately be awarded, and an estimate of the ultimate loss or range of losses is not possible at this time.

Accordingly, as a result of this review, we have determined, in accordance with applicable accounting principles, a loss or range of losses that we may incur is not probable at this time and have therefore not recorded a liability for this matter.

Environmental Proceedings

7 unchanged sentences

The Company's accrued expenses for these various environmental proceedings are included within accrued litigation as discussed above.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Anti-Corruption Matters

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Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from these matters.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Other Matters

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There has been significant scrutiny on the legality and enforceability of the payback law since its inception, and litigation challenging the law has been proceeding through the Italian Courts.

Since the law was enacted, the Company has recognized an estimate for the amount of variable consideration but has not made any payments under the payback law.

Since the law was enacted, the Company has recognized an estimate for the amount of variable consideration.

In July 2024, two rulings by the Constitutional Court of Italy found that the medical device payback law is constitutional.

Therefore, the Company increased its liability pertaining primarily to certain prior years since 2015 by $ 90 million during the three months ended July 26, 2024, as a reduction to net sales in the consolidated statements of income.

As litigation before Italian Courts is still pending, final resolution is unknown at this time, and it is possible that the amount of the Company’s liability could differ from the amount currently accrued.

Therefore, the Company increased its liability pertaining to certain prior years since 2015 by $ 90 million during fiscal year 2025, as a reduction to net sales in the consolidated statements of income.

In June 2025, the Italian government published a legislative decree confirming a reduction of the amounts due for years 2015 to 2018.

The decree was formalized into law in August 2025.

As a result, the Company decreased its liability pertaining to these years by $ 39 million during fiscal year 2026, as an increase to net sales in the consolidated statements of income.

Discussions are ongoing between the Italian government and industry groups related to the applicability of this legislation for years 2019 and beyond, as such, it is possible that the amount of the Company’s liability could materially differ from the amount currently accrued.

Contract Termination with Blackstone

1 unchanged sentence

During fiscal year 2025, the parties negotiated a contractual dispute resolution under one of the funding arrangements.

As a result, the Company recognized certain litigation charges in connection with the resolution.

The Company included this accrued litigation charge in other accrued expenses on the consolidated balance sheets.

As a result, the Company recognized certain litigation charges in connection with the resolution and included the accrued litigation charge in other accrued expenses on the consolidated balance sheets as of April 25, 2025.

Termination charges related to one of the Blackstone Agreements were paid in the first quarter of fiscal year 2026.

Mallinckrodt Bankruptcy Litigation

Certain of the Company’s affiliates are defendants in a lawsuit brought by a trust created in the bankruptcy of Mallinckrodt PLC (the “Trust”) in Delaware bankruptcy court.

The Trust claims that Covidien spun off its pharmaceuticals business, Mallinckrodt, in 2013 to avoid potential liability relating to opioids.

In January 2024, the Delaware bankruptcy court granted in part and denied in part an early-stage motion to dismiss all claims, finding that the claims alleging actual fraudulent transfer and alter ego or related liability could go forward, while dismissing the claims alleging constructive fraudulent transfer and breaches of fiduciary duty.

In August 2025, the court granted in part and denied in part a motion for summary judgment filed by the Company’s affiliates arguing the Trust’s claims should be dismissed as a matter of law based on application of a safe harbor provision of the bankruptcy code.

The case will now proceed to discovery into the merits of the Trust’s intentional fraudulent transfer and related claims.

The Company’s affiliates believe they have substantial legal and factual defenses and intend to defend themselves vigorously.

The Company has not recorded a liability in connection with this matter because any potential loss is not currently probable and reasonably estimable.

Additionally, the Company is unable to reasonably estimate the range of loss, if any, that may result from this matter.

In March 2009, the IRS issued its audit report on Medtronic, Inc.

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and its wholly-owned subsidiary operating in Puerto Rico, which is one of the Company's key manufacturing sites.

The Tax Court reviewed this dispute, and in June 2016, issued an opinion with respect to the allocation of income between the parties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc.

The Tax Court reviewed this dispute, and in June 2016, issued an opinion with respect to the allocation of income

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

between the parties for fiscal years 2005 and 2006 whereby it generally rejected the IRS’s position, but also made certain modifications to the Medtronic, Inc.

tax returns as filed.

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Court of Appeals for the Eighth Circuit in September 2023, and Medtronic subsequently filed a cross-appeal in October 2023.

Oral argument for the Appeal occurred in May 2025.

The IRS has issued its audit reports on Medtronic, Inc.

In September 2025, the Appellate Court remanded the case back to the Tax Court for additional proceedings.

The matter is currently before the Tax Court, but the parties have requested that the court stay proceedings to permit the parties to discuss the potential for a resolution of the matter.

In the absence of any such resolution, we expect the proceedings to resume in the Tax Court.

The IRS had previously issued its audit reports on Medtronic, Inc.

for fiscal years 2007 through 2016.

Medtronic, Inc.

and the IRS have reached agreement on all significant issues except for the allocation of income between Medtronic, Inc.

and the IRS have reached agreement on all significant issues for fiscal years 2007 through 2016 except for the allocation of income between Medtronic, Inc.

and its wholly-owned subsidiary operating in Puerto Rico for the businesses that are the subject of the U.S.

Tax Court matter for fiscal years 2005 and 2006.

Medtronic, Inc.’s fiscal years 2017 through 2023 U.S.

Tax Court matter.

In April 2026, the IRS issued a preliminary audit report on Medtronic Group Holding, Inc.

for fiscal years 2017 to 2019 that effectively settled some, but not all matters related to these fiscal years.

The significant issues that remain unresolved relate to the allocation of income between Medtronic’s U.S.

entities and its affiliated entity operating in Puerto Rico, the interest rates on intercompany debt, and the calculation of foreign tax credits.

The Company disagrees with the IRS and will attempt to resolve these matters at the IRS Appellate level.

Medtronic Group Holding, Inc.’s fiscal years 2020 through 2023 U.S.

federal income tax returns are currently being audited by the IRS.

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Covidien LP’s fiscal year 2023 federal income tax return is currently being audited by the IRS.

Although it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it is possible that charges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Although it is not possible to predict the outcome for most of the income tax matters discussed above, the Company believes it has adequately reserved for liabilities resulting from tax assessments by taxing authorities.

However, it is possible that charges associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.

Refer to Note 13 for additional discussion of income taxes.

3 unchanged sentences

Historically, the Company has not experienced significant losses on these types of guarantees.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

We also enter into standby letters of credit agreements, bank guarantees, and surety bonds with financial institutions to support various performance and other obligations, as well as ongoing tax matters.

1 unchanged sentence

The Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s consolidated earnings, financial position, and/or cash flows.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Segment and Geographic Information

The Company has four reportable segments:

Cardiovascular Portfolio, Neuroscience Portfolio, Medical Surgical Portfolio, and Diabetes Operating Unit.

The Company had changes to its reportable segments during the fourth quarter of fiscal year 2026.

Although the Diabetes Business did not historically meet the quantitative thresholds to be considered a reportable segment, the Company has historically presented the Diabetes Business as a reportable segment because management deemed the information useful to investors.

As a result of the MiniMed IPO, management no longer believes segment information about the Diabetes Business is useful to investors given the temporary nature of ownership as the Company has stated its intent to divest its remaining interest in MiniMed within the next fiscal year and the lack of strategic significance to ongoing operations.

The Diabetes Business operating segment results are aggregated with the Other operating segment within the reconciliations below.

Prior period information has been recast to conform to the current presentation.

As of April 24, 2026, the Company has three reportable segments:

Cardiovascular Portfolio, Neuroscience Portfolio, and Medical Surgical Portfolio.

The chief operating decision maker (CODM) is our Chief Executive Officer (CEO) and has chosen to organize the entity based upon therapy solutions provided by each segment.

The four reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions.

The three reportable segments are strategic businesses that are managed separately, as each one develops and manufactures products and provides services oriented toward targeted therapy solutions.

The primary products and services from which the Cardiovascular Portfolio segment derives its revenues include products for the diagnosis, treatment, and management of cardiac rhythm disorders and cardiovascular disease, as well as services to diagnose, treat, and manage heart and vascular-related disorders and diseases.

1 unchanged sentence

The primary products and services from which the Medical Surgical Portfolio segment derives its revenues include those focused on diseases of the respiratory system, gastrointestinal tract, lungs, pelvic region, obesity, and other preventable complications.

The primary products from which the Diabetes Operating Unit segment derives its revenues include those focused on diabetes management, including insulin pumps, continuous glucose monitoring systems and sensors, and smart insulin pens.

The CODM measures and evaluates segment performance and allocates resources based on net sales and segment operating profit.

1 unchanged sentence

Significant expense categories include cost of products sold excluding amortization of intangible assets, research and development expense, and selling, general, and administrative expenses.

Segment operating profit excludes certain corporate and centralized expenses not allocated to the segments, including interest income and expense, amortization of intangible assets, centralized distribution costs, currency impact of remeasurement and hedging recorded in other operating (income) expense, net , non-operating income or expense items, certain corporate charges, stock-based compensation, and other items not allocated to the segments.

The CODM uses segment operating profit in the budget and forecasting process and to monitor budget and forecast variances versus actual when assessing segment performance and allocating capital resources to each segment.

Segment operating profit excludes interest income and expense, amortization of intangible assets, currency impact of remeasurement and hedging recorded in other operating expense (income), net , non-operating income or expense items, and other items not allocated to the segments.

During the first quarter of fiscal year 2026, the segment operating profit utilized by the CODM to evaluate segment performance and allocate resources changed to include allocations of certain corporate expenses, stock-based compensation, and centralized distribution expenses.

For the fiscal years 2025 and 2024, segment operating profit and the Diabetes Business within the other operating segments profit below includes allocations of $ 3.9 billion and $ 3.8 billion, respectively, of corporate, stock-based compensation and centralized distribution expenses that were previously excluded from segment operating profit.

Prior period information has been recast to conform to the current presentation.

The accounting policies of the segments are the same as those described in Note 1.

6 unchanged sentences

Fiscal Year 2026

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

(in millions) Cardiovascular Neuroscience Medical Surgical Total

Net sales $ 13,976 $ 10,287 $ 8,815 $ 33,079

Reconciliation of revenues

Other operating segment net sales (1)

Other operating segments net sales (1)

Other adjustments (2)

7 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Corporate ( 1,837 )

Other operating segments profit (1)

Currency and other ( 112 )

Interest expense, net ( 715 )

Other non-operating income, net 402

Other non-operating expense (income), net 384

Amortization of intangible assets ( 1,772 )

Stock-based compensation ( 429 )

Centralized distribution costs ( 1,650 )

Currency ( 3 )

Restructuring and associated costs ( 370 )

1 unchanged sentence

Certain litigation charges, net ( 113 )

Medical device regulations ( 52 )

Other adjustments 39

3 unchanged sentences

Fiscal Year 2025

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

(in millions) Cardiovascular Neuroscience Medical Surgical Total

Net sales $ 12,481 $ 9,846 $ 8,407 $ 30,734

1 unchanged sentence

Other operating segment net sales (1)

Other adjustments (2)

Total consolidated net sales $ 33,537

6 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment profit (1)

Corporate ( 1,784 )

Other operating segments profit (1)

Currency and other ( 14 )

Interest expense, net ( 729 )

Other non-operating income, net 412

Other non-operating expense (income), net 402

Amortization of intangible assets ( 1,807 )

Stock-based compensation ( 393 )

Centralized distribution costs ( 1,609 )

Restructuring and associated costs ( 303 )

2 unchanged sentences

Medical device regulations ( 52 )

Other adjustments (2)

Income before income taxes $ 5,628

2 unchanged sentences

Fiscal Year 2024

(in millions) Cardiovascular Neuroscience Medical Surgical Diabetes Total

(in millions) Cardiovascular Neuroscience Medical Surgical Total

Net sales $ 11,831 $ 9,406 $ 8,417 $ 29,654

9 unchanged sentences

Reconciliation of segment profit / (loss)

Other operating segment loss (1)

Corporate ( 1,763 )

Other operating segments profit (1)

Currency and other 81

Interest expense, net ( 719 )

Other non-operating income, net 515

Other non-operating expense (income), net 412

Amortization of intangible assets ( 1,693 )

Stock-based compensation ( 355 )

Centralized distribution costs ( 1,558 )

Restructuring and associated costs ( 389 )

2 unchanged sentences

Medical device regulations ( 119 )

Commitments to the Medtronic Foundation and Medtronic LABS ( 70 )

Income before income taxes $ 4,837

(1) Includes the operations and ongoing transition agreements from businesses the Company has exited or divested.

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

(1) Includes the operations and ongoing transition agreements from businesses the Company has exited, divested, or intends to separate, including the Diabetes Business.

(2) Includes adjustments to the Company's Italian payback accruals resulting from the two July 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government in June 2025 for certain prior years since 2015.

(3) Other segment items for each reportable segment primarily includes royalty expense.

The Cardiovascular and Diabetes segments also include income from funded research and development arrangements.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

The Cardiovascular segment also includes income from funded research and development arrangements.

Total Assets and Depreciation Expense

4 unchanged sentences

Medical Surgical 32,535 33,317 225 205 194

Diabetes 4,136 3,996 112 94 80

Total reportable segments 68,602 68,340 798 711 645

Other operating segment (1)

Other operating segments (1)

4,827 4,433 127 113 94

1 unchanged sentence

Total $ 93,028 $ 91,680 $ 1,186 $ 1,054 $ 954

(1) Includes the operations and ongoing transition agreements from businesses the Company has exited or divested.

(1) Includes the operations and ongoing transition agreements from businesses the Company has exited, divested, or intends to separate, including the Diabetes Business.

Medtronic plc

Notes to Consolidated Financial Statements (Continued)

Geographic Information

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No single customer represented over 10 percent of the Company’s consolidated net sales in fiscal years 2026, 2025, or 2024.

MiniMed Separation

On March 9, 2026, MiniMed completed an initial public offering of 28,000,000 shares of its common stock, par value $ 0.01 per share (MiniMed Common Stock), at an initial public offering price of $ 20.00 per share for net proceeds of $ 538 million.

MiniMed shares began trading on the Nasdaq Global Select Market (Nasdaq) under the symbol "MMED."

As of the closing of the IPO, Medtronic owns 252,813,348 shares of MiniMed Common Stock, or approximately 90.03 % of the total outstanding shares of MiniMed Common Stock.

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

As of March 9, 2026, the non-controlling interest associated with MiniMed was $ 381 million.

The difference between the net proceeds from the IPO and the non-controlling interest balance is recognized in additional paid-in capital on the consolidated balance sheets.

Medtronic and MiniMed have entered into various definitive agreements that, among other things, set forth the terms and conditions of the separation, the most significant of which includes a Transition Services Agreement (“TSA”).

The TSA specifies the services to be provided by Medtronic to MiniMed for a period generally not expected to exceed 24 months following the completion of the IPO.

The services are intended to facilitate an orderly transition of the Diabetes Business to operate as an independent public company.

The Company plans to complete the separation of its Diabetes Business within the next fiscal year.

Subsequent Events

Subsequent to year-end, on May 20, 2026, the Company announced its intent to acquire all outstanding equity of SPR Therapeutics, Inc., a privately held medical technology company.

The acquisition enhances the Neuromodulation division within the Neuroscience portfolio with temporary peripheral nerve stimulation (PNS) technology, enabling earlier intervention for chronic pain sufferers.

We expect consideration for the business to be approximately $ 650 million subject to customary closing adjustments.

The acquisition is expected to close in the first half of fiscal year 2027, subject to regulatory approvals and satisfaction of other closing conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data