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Item 9A. Controls and Procedures

2026-06-18 compared with 2025-06-20 · 80 added, 126 removed, 199 unchanged (51% of the section changed)

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Rule 10b5-1 Director and Officer Trading Arrangements

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

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

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

Subsequently, on March 17, 2026, Mr.

Marinaro amended the trading plan's starting and termination date and to provide a limit price for sales subject to the plan.

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

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

Subsequently, on April 7, 2026, Mr.

Walter amended the trading plan's starting and termination date.

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

Exchange Act Section 3(r) Disclosure

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

In particular, during the first quarter of fiscal year 2025, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S.

As reported in our Quarterly Reports on Form 10-Q for the first and second quarters, and during the fourth quarter, of fiscal year 2026, Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended.

In particular, during the first, second and fourth quarters of fiscal year 2026, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S.

Government under applicable economic sanctions regulations.

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

These activities did not directly result in any revenues or profits for Medtronic.

Medtronic did not engage in these activities during the second, third, and fourth quarters of fiscal year 2025.

During the first, second, and fourth quarters of fiscal year 2026, in the normal course of business and consistent with the OFAC authorizations as in effect at the time, Medtronic Russia filed a total of eleven notifications with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

This activity did not directly result in any revenues or profits for Medtronic.

Medtronic did not engage in these activities during the third quarter of fiscal year 2026.

To the extent that notifications with the FSB remain permissible under U.S.

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There are no family relationships among any of the officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer.

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

Name Age Position with the Company

Martha 55 Chairman and Chief Executive Officer

Fong 63 Executive Vice President, General Counsel and Secretary

Skip Kiil 51 Executive Vice President and President, Cardiovascular Portfolio

Michael Marinaro 54 Executive Vice President and President, Medical Surgical Portfolio and Americas

Thierry Piéton 55 Executive Vice President and Chief Financial Officer

Smith 61 Executive Vice President, Enterprise Operations

Brett Wall 60 Executive Vice President and President, Neuroscience Portfolio

Matthew Walter 46 Senior Vice President, Chief Human Resources Officer

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

Martha assumed the role of CEO on April 27, 2020 and became Chairman of the Board on December 11, 2020.

He served as President from November 2019 through April 2020 and joined the Board of Directors in November 2019.

Martha , 56 - Chairman of the Board of Directors and Chief Executive Officer

Martha became Chairman of the Board of Directors in December 2020 subsequent to his appointment as Chief Executive Officer in April 2020 and a Director in November 2019.

He served as President from November 2019 through April 2020.

Previously, Mr.

Martha was Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015, and he was Senior Vice President of Strategy and Business Development of the Company beginning in January 2015 and of Medtronic, Inc.

beginning in August 2011.

Prior thereto, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011;

General Manager for GE Capital Technology Finance Services from November 2003 to March 2007;

Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003;

General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002;

and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001.

Fong , age 63, has been Executive Vice President, General Counsel and Secretary of Medtronic since February 2022.

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

Prior to joining 3M Company, Mr.

Fong served as General Counsel of the U.S.

Department of Homeland Security from 2009 to 2012.

Prior to his role with the U.S.

Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc from 2005 to 2009.

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

Martha was Executive Vice President and President, Restorative Therapies Group from 2015 to 2019, and Senior Vice President of Strategy and Business Development upon joining Medtronic in 2011 until 2015.

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

Skip Kiil, 52 - Executive Vice President and President, Cardiovascular Portfolio

Kiil has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since May 2025.

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

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

Michael Marinaro , age 54, has been Executive Vice President and President of Medtronic’s Medical Surgical Portfolio and Americas since February 2024.

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

Michael Marinaro, 55 - Executive Vice President and President, Medical Surgical Portfolio, Americas, and Global Commercial Operations

Marinaro, has been Executive Vice President and President of Medtronic’s Medical Surgical Portfolio, Americas and Global Commercial Operations since February 2024.

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

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Marinaro joined Medtronic in 2000 and has led numerous businesses across the Company during that time.

Thierry Piéton , age 55, has been Executive Vice President and Chief Financial Officer of Medtronic since March 2025.

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

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

Thierry Piéton, 56 - Executive Vice President and Chief Financial Officer

Piéton has been Executive Vice President and Chief Financial Officer of Medtronic since March 2025.

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

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

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

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

Prior to joining Medtronic, he was Executive Vice President of U.S.

Supply Chain at Walmart.

In addition, Mr.

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

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

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

Prior to that, Mr.

Wall served as Senior Vice President and President of Medtronic’s Neurovascular business.

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

Wall also served as Senior Vice President and President, International at ev3, Inc.

From 2000 to 2008, Brett held various marketing and sales positions with ev3, Inc.

and Micro Therapeutics, Inc.

Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia Pacific and Marketing Manager, Japan, from September 1995 to September 2000.

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

Michelle Quinn, 58 - Executive Vice President, General Counsel and Secretary

Quinn has been Executive Vice President, General Counsel and Secretary of Medtronic since joining Medtronic in July 2025.

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

Senior Vice President, Chief Ethics & Compliance Officer, Chief Regulatory Counsel from May 2019 to January 2023;

and Senior Vice President, Chief Compliance Officer from February 2019 to May 2019.

Prior thereto, Ms.

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

Kweli Thompson, M.D., 52 - Executive Vice President and President, Neuroscience Portfolio

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

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

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

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

Matthew Walter, 47 - Senior Vice President, Human Resources, IT, and Global Communications & Corporate Marketing

Walter has been Senior Vice President, Human Resources of Medtronic since June 2023, of Global Communications & Corporate Marketing since August 2025, and of IT since April 2026.

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

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Financial Statement Schedule

Valuation and Qualifying Accounts — fiscal years ended April 25, 2025, April 26, 2024, and April 28, 2023.

Valuation and Qualifying Accounts — fiscal years 2026, 2025, and 2024.

MEDTRONIC PLC AND SUBSIDIARIES

3 unchanged sentences

Fiscal Year Charges to Income Charges to Other Accounts Other Changes (Debit) Credit Balance

Allowance for doubtful accounts and credit losses:

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

Fiscal year ended April 26, 2024 176 90 — ( 93 ) (a) 173

Fiscal year ended April 28, 2023 230 73 — ( 127 ) (a) 176

Allowance for credit losses:

Fiscal year 2026

$ 199 $ 136 $ — $ ( 145 ) (a) $ 190

Fiscal year 2025

173 123 — ( 97 ) (a) 199

Fiscal year 2024

176 90 — ( 93 ) (a) 173

Deferred tax valuation allowance:

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

Fiscal year ended April 26, 2024 11,311 1,522 3 (b) ( 108 ) (c) 13,271

Fiscal year 2026

$ 12,668 $ 177 $ 4 (d) $ ( 511 ) (c) $ 12,338

Fiscal year 2025

13,271 151 9 (d) ( 195 ) (c) 12,668

Fiscal year 2024

11,311 1,522 3 (b) ( 108 ) (c) 13,271

545 (e) ( 2 ) (d)

Fiscal year ended April 28, 2023 6,583 4,779 39 (b) ( 63 ) (c) 11,311

1 (d) ( 27 ) (e)

(a) Primarily consists of uncollectible accounts written off, less recoveries.

5 unchanged sentences

3.1 Certificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

3.2 Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit 3.2 to Medtronic plc’s Registration Statement on Form S-3, filed on February 6, 2017, File No.

3.2 Amended and Restated Memorandum and Articles of Association of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on October 21, 2025, File No.

4.1 Form of Indenture between Medtronic, Inc.

4 unchanged sentences

and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current Report on Form 8-K, filed on March 16, 2010, File No.

4.4 Third Supplemental Indenture, dated March 15, 2011, between Medtronic, Inc.

and Wells Fargo Bank, National Association (including the Forms of Notes thereof) (incorporated by reference to Exhibit 4.1 to Medtronic, Inc.’s Current report on Form 8-K, filed on March 16, 2011, File No.

4.4 Fourth Supplemental Indenture, dated March 19, 2012, between Medtronic, Inc.

19 unchanged sentences

Senior Indenture, dated as of June 3, 2024, among Medtronic, Inc., Medtronic plc, Medtronic Global Holdings S.C.A., Computershare Trust Company, N.A., as trustee, and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Form 8-K, filed on June 3, 2024)

4.14 Sixth Supplemental Indenture , dated as of September 29, 2025, among Medtronic, Inc., Medtronic plc, and Medtronic Global Holdings S.C.A., Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, and U.S.

Bank Europe DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Form 8-K, filed on September 29, 2025)

4.15 Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd.

2 unchanged sentences

and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1(e) to Covidien plc’s Current Report on Form 8-K filed on October 22, 2007, File No.

4.17 Fifth Supplemental Indenture, dated as of June 4, 2009, by and among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K12G3 filed on June 5, 2009, File No.

4.18 Sixth Supplemental Indenture, dated as of June 28, 2010, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on June 28, 2010, File No.

4.19 Seventh Supplemental Indenture, dated as of May 30, 2012, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on May 30, 2012, File No.

4.20 Eighth Supplemental Indenture, dated as of May 16, 2013, among Covidien International Finance S.A., Covidien Ltd., Covidien plc and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Covidien plc’s Current Report on Form 8-K filed on May 16, 2013, File No.

4.17 Ninth Supplemental Indenture, dated as of January 26, 2015, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Covidien public limited company, Covidien International Finance S.A., Covidien Ltd.

2 unchanged sentences

(incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No.

4.23 First Supplemental Indenture, dated as of March 28, 2017, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., and Wells Fargo Bank, N.A.

(incorporated by reference to Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K, filed on March 28, 2017, File No.

4.19 Second Supplemental Indenture, dated as of March 7, 2019, by and among Medtronic plc, Medtronic Global Holdings S.C.A., Medtronic, Inc., Wells Fargo Bank, N.A., and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K, filed on March 7, 2019, File No.

14 unchanged sentences

1 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 12, 2019, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 10-Q, filed on February 28, 2020, File No.

10.3 Term Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by reference to Exhibit 10.

0 1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No.

10.4 Term Loan Agreement, dated as of May 2, 2022, by and among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic plc, and Mizuho Bank, Ltd., as administrative agent and as lender (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 2, 2022, File No.

10.3 Amendment No.

2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2020 (incorporated by reference to Exhibit 10.85 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File No.

10.4 Amendment No.

3 and Extension Agreement to the Amended and Restated Credit Agreement, dated as of December 13, 2021, by and among Medtronic Global Holdings S.C.A., certain subsidiaries of Medtronic plc from time to time party thereto, Medtronic, Inc., Medtronic plc, the lenders from time to time party thereto and Bank of America N.A., as administrative agent.

(incorporated by reference to Exhibit 10.01 to Medtronic plc’s Current Report on Form 8-K, filed on December 14, 2021, File No.

10.5 Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022 (incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended January 27, 2023, filed on March 1, 2023, File No.

10.6 Annex I to Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022 (incorporated by reference to Exhibit 10.2 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended January 27, 2023, filed on March 1, 2023, File No.

#10.7 Amendment No.

5 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022.

10.8 Form of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No.

1 unchanged sentence

*10.10 Change of Control Severance Plan - Section 16B Officers (as amended and restated as of January 26, 2015) (incorporated by reference to Exhibit 10.14 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

*10.11 Office of Chairman and Chief Executive Officer Letter Agreement (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q, filed on December 3, 2019, File No.

*10.12 Letter Agreement by and between Medtronic, Inc.

Fong dated November 19, 2021 (incorporated by reference to Exhibit 10.1 to Medtronic, plc’s Quarterly Report on Form 10-Q, filed on September 1, 2022).

and Thierry Piéton dated December 24, 2024 (incorporate d by reference to Exhibit 10.1 to Medtronic, plc's Quarterly Report on Form 10-Q, filed on February 25, 2025).

#*10.13 Letter Agreement by and between Medtronic, Inc.

and Thierry Piéton dated December 24, 2024 (incorporate by reference to Exhibit 10.1 to Medtronic, plc's Quarterly Report on Form 10-Q, filed on February 25, 2025).

*10.10 Office of Chairman and Chief Executive Officer Letter Agreement (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q, filed on December 3, 2019, File No.

and Michelle Quinn, dated June 18, 2025.

#*10.14 Terms of Non-Employee Director Compensation.

*10.15 1998 Outside Director Stock Compensation Plan (as amended and restated effective as of January 1, 2008) (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2008, filed on, filed on March 4, 2008, File No.

2 unchanged sentences

*10.18 Amendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

*10.15 Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2005, filed on March 7, 2005, File No.

*10.16 Form of Restricted Stock Units Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005, filed on June 29, 2005, File No.

*10.17 Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by reference to Exhibit 10.24 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on June 28, 2006, File No.

*10.18 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan effective June 22, 2006 (incorporated by reference to Exhibit 10.25 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 28, 2006, filed on June 28, 2006, File No.

*10.19 Form of Restricted Stock Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on December 4, 2007, File No.

*10.20 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 26, 2007, filed on December 4, 2007, File No.

*10.21 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.40 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24, 2008, File No.

*10.22 Form of Restricted Stock Unit Award Agreement under 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.41 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2008, filed on June 24, 2008, File No.

*10.23 Israeli Amendment to the 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 25, 2008, filed on March 4, 2008, File No.

*10.19 2008 Stock Award and Incentive Plan (as amended and restated effective August 27, 2009) (incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2009, filed on December 9, 2009, File No.

*10.20 Amendment to the 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

*10.26 Form of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September 3, 2008, File No.

*10.27 Form of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September 3, 2008, File No.

*10.28 Form of Restricted Stock Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September 3, 2008, File No.

*10.29 Form of Restricted Stock Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2008, filed on September 3, 2008, File No.

*10.30 Terms of Non-Employee Director Compensation under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.42 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2012, filed on June 26, 2012, File No.

*10.21 Form of Non-Employee Director Deferred Unit Award Agreement under 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008, filed on December 3, 2008, File No.

*10.32 Form of Non-Employee Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.65 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24, 2015, filed on June 23, 2015, File No.

*10.33 Israeli Amendment to the Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.10 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

*10.34 Form of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-K for the quarter ended July 28, 2017, filed on September 1, 2017, File No.

*10.22 Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (as amended and restated generally effective December 8, 2017) (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on December 12, 2017, File No.

*10.23 Form of Non-qualified Stock Option Agreement Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.50 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File No.

*10.37 Form of Restricted Stock Unit Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.51 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File No.

*10.38 Form of Restricted Stock Award Agreement Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.52 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File No.

*10.24 Form of Long Term Performance Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.53 to Medtronic plc’s Annual Report on Form 10-K, filed June 22, 2018, File No.

*10.40 Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.31 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.25 Form of Performance Share Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2020, filed on December 3, 2020, File No.

*10.26 Form of Non-Employee Director Deferred Unit Award Agreement under the 2008 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 24, 2008, filed on December 3, 2008, File No.

*10.43 Form of Non-Qualified Stock Option Agreement under 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No.

*10.44 Form of Restricted Stock Unit Award Agreement (U.S.

Employees) under 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No.

*10.45 Form of Restricted Stock Unit Award Agreement (Non-U.S.

Employees) under 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No.

*10.46 Form of Restricted Stock Unit Award Agreement (Time-Based) under 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No.

*10.47 Form of Restricted Stock Unit Award Agreement (Israeli-Employees) under 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.8 to Medtronic, Inc.’s Current Report on Form 8-K, filed on August 27, 2013, File No.

*10.48 Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.48 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.49 Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.49 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.50 Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.50 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.51 Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.51 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.52 Form of Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.53 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.53 Form of Restricted Stock Unit Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.54 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2015, filed on February 27, 2015, File No.

*10.54 Form of Restricted Stock Award Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.69 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24, 2020, filed on June 19, 2020, File No.

*10.27 Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.70 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24, 2020, filed on June 19, 2020, File No.

3 unchanged sentences

*10.31 Medtronic plc Savings and Investment Plan (as amended and restated generally effective January 26, 2015) (incorporated by reference to Exhibit 4.22 to Medtronic plc’s Registration Statement on Form S-8 filed on January 28, 2015, File No.

*10.60 Medtronic plc Puerto Rico Employees’ Savings and Investment Plan (as amended and restated generally effective January 26, 2015) (incorporated by reference to Exhibit 4.23 to Medtronic plc’s Registration Statement on Form S-8 filed on January 28, 2015, File No.

*10.32 Medtronic plc Capital Accumulation Plan Deferral Program (as amended and restated generally effective January 26, 2015) (incorporated by reference to Exhibit 10.13 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

2 unchanged sentences

*10.35 Medtronic Capital Accumulation Plan Deferral Program (restated November 6, 2020) (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2020, filed on December 3, 2020, File No.

10.65 Amendment No.

(incorporated by reference to Exhibit 10.01 to Medtronic plc’s Current Report on Form 8-K, filed on December 14, 2021, File No.

*10.36 Medtronic Capital Accumulation Plan Deferral Program (as restated generally effective January 1, 2017) (Conformed through the Amendment generally effective as of January 1, 2022) (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.

2 unchanged sentences

*10.39 Non-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.

*10.70 Restricted Stock Unit Award Agreement for awards vesting 100% on the third anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.

*10.40 Restricted Stock Unit Award Agreement for awards vesting ratably on the first, second, third, and fourth anniversary of the grant date - 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Medtronic plc’s Quarterly Report on Form 10-Q for the quarter ended January 28, 2022, filed on March 3, 2022, File No.

10.72 Amendment No.

10.73 Annex I to Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022 (incorporated by reference to Exhibit 10.

2 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended January 27, 2023, filed on March 1, 2023, File No.

10.74 Amendment No.

10.41 Medtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023 (incorporated by reference to Exhibit 10.86 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File No.

4 unchanged sentences

*10.46 Medtronic plc 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K filed on October 23, 2023, File No.

#10.81 Medtronic Nonqualified Retirement Plan Supplement (as amended and restated effective March 3 , 202 5 )

10.47 Medtronic Nonqualified Retirement Plan Supplement (as amended and restated effective March 3, 2025) (incorporate d by reference to Exhibit 10.81 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 25, 2025, File No .

#19 Medtronic plc Global Insider Trading Policy

41 unchanged sentences

Lidia Fonseca*

Goldsmith, Ph.D.*

Fong, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.

John Groetelaars*

William Jellison*

Joon Lee, M.D.*

*Michelle Quinn, by signing her name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.

June 18, 2026 By:

/s/ Michelle Quinn

Michelle Quinn

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 9A. Controls and Procedures