Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Director and Officer Trading Arrangements
During the quarter ended July 31, 2026, the following officer adopted a “Rule 10b5-1 trading arrangements” intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act as follows.
On July 16, 2026 , Geoff Martha , Chairman and Chief Executive Officer , adopted a Rule 10b5-1 trading plan. The trading plan provides for the sale of up to 50,000 shares of the Company’s common stock starting as early as October 15, 2026, prior to the plan's termination date of November 30, 2026 .
Securities Exchange Act Section 13(r) Disclosure
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 2027, 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 2027 ending July 31, 2026, in the normal course of business and consistent with the Office of Foreign Assets Control ("OFAC") authorizations as in effect at the time, Medtronic Russia filed three 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. To the extent that notifications with the FSB remain permissible under U.S. law, Medtronic may decide to continue engaging in such activities for the limited purposes of complying with local law requirements in Russia.
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Item 6. Exhibits
(a) Exhibits
3.1 Certificate of Incorporation of Medtronic plc (incorporated by reference to Exhibit 3.1 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No. 001-36820).
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. 001-36820).
22 List of Senior Notes, Issuers and Guarantors.
#31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
#31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
#32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
#101.SCH Inline XBRL Schema Document.
#101.CAL Inline XBRL Calculation Linkbase Document.
#101.DEF Inline XBRL Definition Linkbase Document.
#101.LAB Inline XBRL Label Linkbase Document.
#101.PRE Inline XBRL Presentation Linkbase Document.
#104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
#Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned authorized officer.
Medtronic plc
(Registrant)
Date: September 3, 2026 /s/ Denise L. Blomquist
Denise L. Blomquist
Vice President, Global Controller and Chief Accounting Officer (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.