MiniMed Group, Inc. 10-Q

Item 1. Financial Statements MINIMED GROUP, INC. CONDENSED COMBINED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended (in millions, except share and per share data) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Net sales $ 790 $ 687 $ 2,265 $ 1,991 Cost of products sold 428 292 1,065 869 Gross Profit 362 395 1,200 1,123 Operating expenses: Research and development expense 114 112 349 329 Selling, general, and administrative expense 309 268 884 804 Certain litigation charges, net ( 6 ) — 11 — Other operating expense (income), net 45 ( 7 ) 53 ( 12 ) Operating (loss) profit ( 100 ) 21 ( 97 ) 2 Other non-operating (income) expense, net — — — 1 (Loss) profit before income taxes ( 99 ) 21 ( 97 ) 1 Income tax provision 12 28 35 31 Net loss ( 111 ) ( 7 ) ( 132 ) ( 30 ) Net income attributable to noncontrolling interests ( 8 ) ( 3 ) ( 16 ) ( 10 ) Net loss attributable to the Company $ ( 119 ) $ ( 10 ) $ ( 148 ) $ ( 41 ) Loss per share: Basic and diluted $ ( 0.47 ) $ ( 0.04 ) $ ( 0.59 ) $ ( 0.16 ) Weighted-average shares outstanding Basic and diluted 252,813,348 252,813,348 252,813,348 252,813,348 The accompanying notes are an integral part of these condensed combined financial statements . 1 MINIMED GROUP, INC. CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Net loss $ ( 111 ) $ ( 7 ) $ ( 132 ) $ ( 30 ) Other comprehensive income (loss), net of tax: Translation adjustment 5 ( 10 ) 11 ( 7 ) Other comprehensive income (loss), net of tax: 5 ( 10 ) 11 ( 7 ) Comprehensive loss attributable to the Company $ ( 106 ) $ ( 17 ) $ ( 121 ) $ ( 37 ) The accompanying notes are an integral part of these condensed combined financial statements. 2 MINIMED GROUP, INC. CONDENSED COMBINED BALANCE SHEETS (in millions) January 23, 2026 April 25, 2025 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 10 $ 11 Accounts receivable, less allowances and credit losses of $ 64 and $ 46 , respectively 653 570 Inventories 408 311 Other current assets 37 48 Total current assets 1,108 939 Property, plant, and equipment, net 701 706 Goodwill 2,256 2,255 Other intangible assets, net 113 132 Tax assets 19 19 Other assets 146 150 Total assets $ 4,343 $ 4,201 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 303 $ 205 Accrued compensation 184 182 Accrued rebates 48 51 Other accrued expenses 161 271 Total current liabilities 696 710 Other liabilities 184 162 Total liabilities 881 871 Commitments and contingencies Note 15 Parent company equity: Net investment from Parent 3,449 3,328 Accumulated other comprehensive income 14 3 Total Parent company equity 3,462 3,330 Total liabilities and Parent company equity $ 4,343 $ 4,201 The accompanying notes are an integral part of these condensed combined financial statements. 3 MINIMED GROUP, INC. CONDENSED COMBINED STATEMENTS OF EQUITY (Unaudited) Parent company investment Accumulated other comprehensive income (loss) Total Parent company equity (in millions) April 25, 2025 $ 3,328 $ 3 $ 3,330 Net loss ( 16 ) — ( 16 ) Net transfers from Parent 212 — 212 Other comprehensive income — 11 11 July 25, 2025 $ 3,524 $ 13 $ 3,537 Net loss ( 5 ) — ( 5 ) Net transfers from Parent 32 — 32 Other comprehensive loss — ( 5 ) ( 5 ) October 24, 2025 $ 3,551 $ 8 $ 3,560 Net loss ( 111 ) — ( 111 ) Net transfers from Parent 9 — 9 Other comprehensive income — 5 5 January 23, 2026 $ 3,449 $ 14 $ 3,462 Parent company investment Accumulated other comprehensive income (loss) Total Parent company equity (in millions) April 26, 2024 $ 3,464 $ ( 16 ) $ 3,448 Net loss ( 19 ) — ( 19 ) Net transfers from Parent 48 — 48 Other comprehensive income — 6 6 July 26, 2024 $ 3,493 $ ( 11 ) $ 3,482 Net loss ( 5 ) — ( 5 ) Net transfers to Parent ( 13 ) — ( 13 ) Other comprehensive loss — ( 2 ) ( 2 ) October 25, 2024 $ 3,475 $ ( 13 ) $ 3,462 Net loss ( 7 ) — ( 7 ) Net transfers from Parent 40 — 40 Other comprehensive loss — ( 10 ) ( 10 ) January 24, 2025 $ 3,508 $ ( 23 ) $ 3,485 The accompanying notes are an integral part of these condensed combined financial statements. 4 MINIMED GROUP, INC. CONDENSED COMBINED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended (in millions) January 23, 2026 January 24, 2025 Operating Activities: Net loss $ ( 132 ) $ ( 30 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 117 105 Provision for credit losses 21 13 Deferred income taxes 1 — Stock-based compensation 38 32 Postretirement benefit plan expense 6 6 Asset write-offs 84 — Other, net 17 4 Change in operating assets and liabilities: Accounts receivable, net ( 94 ) ( 36 ) Inventories ( 93 ) ( 41 ) Accounts payable and accrued liabilities ( 26 ) 4 Other operating assets and liabilities 35 1 Net cash (used in) provided by operating activities ( 27 ) 57 Investing Activities: Additions to property, plant, and equipment ( 167 ) ( 136 ) Other investing activities, net ( 10 ) — Net cash used in investing activities ( 177 ) ( 136 ) Financing Activities: Net transfers from Parent 204 37 Other financing activities, net — ( 2 ) Net cash provided by financing activities 204 35 Net change in cash and cash equivalents — ( 44 ) Cash and cash equivalents at beginning of period 11 54 Cash and cash equivalents at end of period $ 10 $ 10 The accompanying notes are an integral part of these condensed combined financial statements. 5 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Description of the Business and Basis of Presentation MiniMed Group, Inc. (“MiniMed” or the “Company”) is a medical technology company focused on the development, manufacture, and commercialization of insulin pumps, continuous glucose monitoring (“CGM”) systems, related consumables, smart pens, and digital health solutions for the management of Type 1 and Type 2 diabetes. Basis of Presentation Prior to March 6, 2026, the Company operated as the diabetes business of Medtronic plc (“Medtronic” or the “Parent”) and did not exist as a separate, stand‑alone legal entity. The accompanying unaudited condensed combined financial statements present the historical financial position, results of operations, and cash flows of the diabetes business as historically managed within Medtronic (the “Diabetes Business” or the “Company”), prepared on a carve‑out basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The condensed combined financial statements have been prepared in U.S. dollars and should be read in conjunction with the Company’s audited combined financial statements and related notes for the fiscal year ended April 25, 2025, contained in the Company’s final prospectus filed on March 6, 2026 with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1 (the “IPO Prospectus”). The accounting policies applied are consistent with those used by Medtronic. In the opinion of management, these condensed combined financial statements reflect all adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented. The condensed combined financial statements are unaudited and, due to rounding, certain totals may not sum precisely. All revenues, costs, assets, and liabilities that are either legally attributable to or directly associated with the Company’s business activities are included in the condensed combined financial statements herein. Also, the Company has historically functioned together with other businesses controlled by Medtronic. Accordingly, the Company relied on Medtronic's corporate and other support functions for its business and certain corporate and shared expenses have been allocated, including, but not limited to, finance and accounting, legal, information technology, human resources, facilities, warehousing, distribution, logistics, marketing, insurance, employee benefits and incentives, restructuring and associated costs, and stock-based compensation. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented. Total costs allocated to the Company were $ 90 million and $ 269 million for the three and nine months ended January 23, 2026, respectively, compared to $ 89 million and $ 259 million, for the three and nine months ended January 24, 2025, respectively, and are included in the condensed combined statements of operations. All such amounts have been deemed to have been incurred and settled by the Company in the period in which the costs were recorded and are included in Net investment from Parent. All of these expenses have been allocated on a basis considered reasonable by management, using either specific identification when identifiable, or proportional allocations determined on the basis of revenue, usage, headcount, or other measures. Management considers the basis on which these expenses have been allocated to be a reasonable reflection of the utilization of such services by the Company. The condensed combined financial statements also include certain assets and liabilities that have historically been recorded at the Medtronic corporate level but are specifically identifiable or otherwise attributable to the Company. Cash and cash equivalents legally owned and held by the Company are reflected in the condensed combined balance sheets. Cash pooling, related interest, and intercompany arrangements are excluded from the asset and liability balances in the condensed combined balance sheets. Third-party debt and related interest expense of Medtronic were not attributed to the Company for the periods presented as the Company is not the sole legal obligor of such debt and Medtronic’s borrowings were not directly attributable to the Company, nor secured solely by the Company’s assets or guaranteed by the Company. 6 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Net investment from Parent represents Medtronic’s interest in the Company’s net assets. As a direct ownership relationship does not exist between the various entities of the Company, Net investment from Parent is shown in the condensed combined balance sheets herein. All significant transactions between Medtronic and the Company have been included in the condensed combined financial statements. All intercompany transactions and balances have been eliminated. Medtronic uses a centralized approach to cash management and financing of its operations and Medtronic funds the Company’s operating and investing activities as needed. The Company historically participated in related cash pooling arrangements to maximize the availability of cash for general operating and investing purposes. Under these cash pooling arrangements, cash balances are remitted regularly from the Company’s accounts. As a result of our participation in Medtronic’s centralized cash management arrangements, the Company holds limited cash. Therefore, the Company continued to be funded through Medtronic’s cash management strategy through the initial public offering (“IPO”) date and related separation from Medtronic (refer to Note 18, “Subsequent Events” for more information). As a result of the IPO, the Company retained approximately $ 309 million of net proceeds. Additionally, the Company entered into a five‑year senior secured revolving credit facility providing for aggregate borrowings of $ 500 million (refer to Note 9, “Debt”). Accordingly, management believes that the Company will have sufficient liquidity to continue as a going concern. Transactions between Medtronic and the Company are deemed to have been settled immediately through Medtronic's net investment. The net effect of the settlement of related party transactions is reflected as “Net transfers from Parent,” a financing activity in the condensed combined statements of cash flows and “Net investment from Parent” in the condensed combined balance sheets. There have been no material changes to our significant accounting policies, as disclosed in Note 1, “Summary of Significant Accounting Policies,” to the audited combined financial statements for the fiscal year ended April 25, 2025 included in the IPO Prospectus. Use of Estimates The preparation of the condensed combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed combined financial statements and accompanying notes. Estimates are used when accounting for items such as income taxes, contingencies, goodwill and intangible assets, equity investments, rebates, and liability valuations. Actual results may or may not differ from those estimates. Initial Public Offering On March 6, 2026, the Company launched its IPO through the sale of 28,000,000 shares of common stock, par value $ 0.01 per share, at an initial public offering price of $ 20.00 per share. The IPO closed on March 9, 2026. Immediately prior to the IPO, on March 5, 2026, the Company’s outstanding common stock was converted from 100 shares of common stock to 252,813,348 shares of common stock. For the purposes of the Company’s earnings per share calculations, the converted shares are being retrospectively reflected for all periods presented. For the periods prior to the IPO, there were no dilutive equity instruments or equity awards of the Company outstanding prior to the IPO. The Company’s common stock is listed on the Nasdaq Stock Market LLC under the symbol “MMED.” Refer to Note 18, “Subsequent Events, ” for more information. Note 2. New Accounting Pronouncements Recently Adopted Accounting Standards For the nine months ended January 23, 2026, there were no newly adopted accounting pronouncements that materially impacted the Company’s condensed combined financial statements . Refer to Note 1, “Summary of Significant Accounting Policies,” in the audited combined financial statements for the fiscal year ended April 25, 2025, in the Company’s IPO Prospectus, for pronouncements recently adopted. Not Yet Adopted Accounting Standards Income Taxes In December 2023, the 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 will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for the annual report. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. 7 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) 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. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2028 for the annual report and for interim periods starting in fiscal year 2029. The Company is currently evaluating the potential effect that the updated standard will have on its 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 "development 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. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. 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 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. The Company is currently evaluating the potential effect that the updated standard will have on its 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 authoritative guidance on the accounting for government grants received by business entities, including guidance for grants related to an asset and grants related to income. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2030. The Company is currently evaluating the potential effect that the updated standard will have on its financial statements. Note 3. Revenue The Company's revenues are principally derived from the sale of reusable and single-use products which together comprise automated insulin delivery (AID) systems and smart multiple daily injection (MDI) systems for diabetes management to individuals, distributors, healthcare providers, and other institutions globally. The table below includes net sales by geography for the three and nine months ended January 23, 2026 and January 24, 2025: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 U.S. (1) $ 242 $ 231 $ 679 $ 668 International (2) 548 456 1,586 1,323 Total $ 790 $ 687 $ 2,265 $ 1,991 (1) U.S. includes the United States and U.S. territories. (2) International includes all other non-U.S. countries. 8 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) The table below includes net sales by product category for the three and nine months ended January 23, 2026 and January 24, 2025: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Pumps $ 151 $ 136 $ 401 $ 387 Consumables 244 213 707 632 CGM 390 330 1,133 968 Other (1) 5 8 24 4 Total $ 790 $ 687 $ 2,265 $ 1,991 (1) Primarily includes revenue generated from the sale of smart insulin pens and services. Amounts in this line also reflect adjustments to the Company's Italian payback accruals resulting from two rulings in 2024 by the Constitutional Court of Italy and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015. Refer to Note 15, “Commitments and Contingencies,” for more information. At January 23, 2026, $ 48 million of rebates and other adjustments were classified as accrued rebates and $ 48 million of rebates and other adjustments were classified as other liabilities in the condensed combined balance sheets. At April 25, 2025, $ 51 million of rebates and other adjustments were classified as accrued rebates and $ 38 million of rebates and other adjustments were classified as other liabilities in the condensed combined balance sheets. There was $ 7 million and $ 5 million of return reserves classified as other accrued expenses in the condensed combined balance sheets at January 23, 2026 and April 25, 2025, respectively. During the nine months ended January 24, 2025, the Company recognized $ 20 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 the nine months ended January 23, 2026, the Company decreased its accrual for the Italian payback by $ 7 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 the Italian payback accruals were recognized as adjustments to net sales in the condensed combined statements of operations. Refer to Note 15, “Commitments and Contingencies,” for additional information. Other adjustments to variable consideration during the three and nine months ended January 23, 2026 and January 24, 2025 were not material. Deferred Revenue and Remaining Performance Obligations Deferred revenue at January 23, 2026 and April 25, 2025 was $ 17 million and $ 15 million, respectively. At January 23, 2026 and April 25, 2025, $ 13 million and $ 11 million was included in other accrued expenses , respectively, and $ 4 million and $ 3 million was included in other liabilities, respectively in the condensed combined balance sheets. During the nine months ended January 23, 2026, the Company recognized $ 7 million of revenue that was included in deferred revenue as of April 25, 2025. During the nine months ended January 24, 2025, the Company recognized $ 11 million of revenue that was included in deferred revenue as of 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. At January 23, 2026, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately $ 23 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years . Note 4. Restructuring Total restructuring, associated, and other costs for the three and nine months ended January 23, 2026 were $ 138 million and $ 142 million, respectively, as compared to $ 2 million and $ 8 million for the three and nine months ended January 24, 2025, respectively. 9 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Contract Termination Activity In December 2025, management approved and committed to a plan to terminate a third-party manufacturing agreement. In conjunction with this plan, the Company recorded pre-tax charges of $ 118 million during the three and nine months ended January 23, 2026, 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 condensed combined statements of operations. As of January 23, 2026, $ 24 million and $ 10 million were accrued within other accrued expenses and other liabilities relating in the condensed combined balance sheet to the contract termination. Other Restructuring Activities The Company also incurred restructuring charges during the three and nine months ended January 23, 2026 and January 24, 2025 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 asset write-offs. The following table presents the classification of these restructuring, associated, and other costs in the condensed combined statements of operations for the direct restructuring activities for the three and nine months ended January 23, 2026: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 23, 2026 Cost of products sold $ 6 $ 6 Other operating expense (income), net 13 14 Total $ 19 $ 20 The restructuring costs associated with the other restructuring activities recognized in the condensed combined statements of operations for the three and nine months ended January 24, 2025 were not material. Allocations of corporate restructuring activities for the three and nine months ended January 23, 2026 and January 24, 2025 are included within Note 17, “Related Parties Transactions.” As of January 23, 2026 and April 25, 2025, the restructuring liabilities recognized in the condensed combined balance sheet were not material. Note 5. Inventories Inventories consisted of the following at January 23, 2026 and April 25, 2025: (in millions) January 23, 2026 April 25, 2025 Raw materials $ 164 $ 87 Work in process 44 38 Finished goods 199 185 Total $ 408 $ 311 10 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Note 6. Financial Instruments The Company holds investments in equity investments without readily determinable fair values and investments accounted for under the equity method. Equity investments that do not have readily determinable fair values are included within Level 3 of the fair value hierarchy, as they are measured using the measurement alternative at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The following table summarizes the Company's equity and other investments at January 23, 2026 and April 25, 2025, which are classified as other assets in the condensed combined balance sheets: (in millions) January 23, 2026 April 25, 2025 Investments without readily determinable fair values $ 72 $ 73 Equity method investments 2 2 Total equity investments $ 75 $ 75 The Company recognized $ 1 million of impairment losses on the Company’s equity securities and other investments for both the nine months ended January 23, 2026 and January 24, 2025. Note 7. Goodwill and Other Intangible Assets Goodwill As of January 23, 2026 and April 25, 2025, the carrying amount of goodwill was $ 2.3 billion in each period. The Company did not engage in any business combinations or other transactions that would affect the carrying amount of goodwill. The Company did not recognize any goodwill impairment charges during the three and nine months ended January 23, 2026, and January 24, 2025. Intangible Assets The following table presents the gross carrying amount and accumulated amortization of intangible assets: January 23, 2026 April 25, 2025 Intangible Assets Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Purchased technology and patents $ 245 $ ( 142 ) $ 246 $ ( 125 ) Customer-related 70 ( 63 ) 68 ( 60 ) Trademarks, tradenames and other 5 ( 3 ) 5 ( 3 ) Total $ 320 $ ( 208 ) $ 320 $ ( 188 ) The Company did not recognize any definite-lived intangible asset impairment charges during the three and nine months ended January 23, 2026 and January 24, 2025. Amortization Expense The following table presents the intangible asset amortization expense classification for the three and nine months ended January 23, 2026 and January 24, 2025: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Cost of products sold $ 6 $ 6 $ 18 $ 18 Selling, general, and administrative expense 1 1 2 5 Total amortization expense $ 7 $ 7 $ 20 $ 22 11 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Estimated aggregate amortization expense by fiscal year based on the current carrying value and remaining estimated useful lives of definite-lived intangible assets at January 23, 2026 is as follows: (in millions) Amortization Expense Remaining 2026 $ 6 2027 26 2028 25 2029 22 2030 19 2031 9 Note 8. Other Accrued Expenses Other accrued expenses included in the condensed combined balance sheets were as follows: (in millions) January 23, 2026 April 25, 2025 Contract termination accrual $ 24 $ — Accrued litigation charges 17 165 Accrued warranties 17 15 Deferred income 13 11 Ancillary services cost accrual 12 11 Operating lease obligations 11 11 Right of return 7 5 Other accrued expenses (1) 61 53 Total $ 161 $ 271 (1) Other accrued expenses includes general accrued expenses as well as accruals related to restructuring, product remediation, clinical trials, and consultant fees. As further described in Note 2, “New Accounting Pronouncements,” to the audited combined financial statements included in the IPO Prospectus, the Company provides warranties on certain product offerings. The following table provides a reconciliation of the changes in product warranty liabilities for the three and nine months ended January 23, 2026 and January 24, 2025: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Balance at the beginning of the period $ 60 $ 60 $ 57 $ 65 Provisions for warranties issued during the period 9 9 35 29 Settlements made during the period ( 9 ) ( 9 ) ( 35 ) ( 29 ) Adjustment of prior estimates 4 ( 4 ) 6 ( 8 ) Balance at end of the period $ 64 $ 57 $ 64 $ 57 As of January 23, 2026 and April 25, 2025, total product warranty reserves were included in the following condensed combined balance sheet accounts: (in millions) January 23, 2026 April 25, 2025 Other accrued expenses $ 17 $ 15 Other liabilities 47 42 Total warranty reserves $ 64 $ 57 12 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Note 9. Debt Supplier Financing Arrangements The Company participates in a supplier financing program that provides participating suppliers the ability to finance payment obligations from the Company with third-party financial institutions in order to receive earlier payment. The Company’s standard payment term is 90 days. The Company’s outstanding payables to its suppliers, including amounts due and payment terms, are not affected by a supplier’s participation in the program. At January 23, 2026 and April 25, 2025, the Company had $ 19 million and $ 25 million, respectively, of outstanding payables associated with the supplier financing program recorded in Accounts payable in the condensed combined balance sheets. Revolving Credit Facility On January 15, 2026, the Company entered into a credit agreement that provides for a five‑year senior secured revolving credit facility (the “Revolving Credit Facility”) with an aggregate principal amount of $ 500 million, with Citibank, N.A. serving as administrative agent for a syndicate of lenders. Subject to the conditions to borrowings contained therein, the commitments under the Revolving Credit Facility became available upon the completion of the Company’s IPO on March 9, 2026. The Revolving Credit Facility is available in U.S. dollars and certain approved alternative currencies, initially including Euros. Borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. Subject to specified conditions, one or more of the Company’s wholly owned subsidiaries may be added as additional borrowers. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at (i) Term SOFR or a base rate for U.S. dollar‑denominated borrowings or (ii) EURIBOR for Euro‑denominated borrowings, in each case plus an applicable margin determined pursuant to a pricing grid based on the Company’s secured net leverage ratio. The Company is also required to pay commitment fees on unused commitments and letter of credit fees, in each case determined pursuant to the same pricing grid. Interest is payable (i) for Term SOFR or EURIBOR borrowings, on the last day of each applicable interest period (or, for any interest period longer than three months, every three months), and (ii) for base rate borrowings, on the last business day of each March, June, September, and December. The obligations under the Revolving Credit Facility are guaranteed by certain of the Company’s wholly owned subsidiaries and are secured by certain assets of such subsidiaries, subject to customary exceptions. The Revolving Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default, including financial maintenance covenants and restrictions on, among other things, additional indebtedness, liens, asset sales, restricted payments, investments, certain debt prepayments, and merger transactions. The Revolving Credit Facility matures in March 2031. As of January 23, 2026, there were no borrowings outstanding under the Revolving Credit Facility, and the Company was in compliance with all applicable covenants. Note 10. Income Taxes 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. Certain provisions are effective for the Company beginning fiscal year 2026 and the impact for the three and nine months ended January 23, 2026 was not material. 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 the Company in fiscal year 2025. Based on the Company's analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company's financial statements for the three and nine months ended January 23, 2026 and January 24, 2025. 13 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) The Company's effective tax rate for the three and nine months ended January 23, 2026 was ( 11.8 )% and ( 36.0 )%, respectively, as compared to 132.5 % and 2,763.9 % for the three and nine months ended January 24, 2025, respectively. The decrease in the effective tax rate for the three and nine months ended January 23, 2026 primarily relates to year-over-year changes in operational results by jurisdiction and the impact of valuation allowances in certain jurisdictions. Note 11. Stock Purchase and Award Plans The following table presents the expense classification of stock-based compensation expense recognized by the Company for stock options, restricted stock, performance share units, and employee stock purchase plans during the three and nine months ended January 23, 2026 and January 24, 2025: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Stock options $ 1 $ 2 $ 5 $ 5 Restricted stock 6 5 18 16 Performance share units 3 3 12 8 Employee stock purchase plan 1 1 2 2 Total stock-based compensation expense $ 11 $ 11 $ 38 $ 32 Cost of products sold $ 2 $ 1 $ 5 $ 4 Research and development expense 2 2 7 6 Selling, general, and administrative expense 8 8 26 22 Total stock-based compensation expense 11 11 38 32 Income tax benefits ( 2 ) ( 2 ) ( 7 ) ( 5 ) Total stock-based compensation expense, net of tax $ 9 $ 10 $ 30 $ 27 During the three months ended January 23, 2026 and January 24, 2025, the Company recognized $ 8 million and $ 6 million, respectively, of stock compensation expense related to direct Company employees, and $ 4 million and $ 4 million, respectively, of stock compensation expense related to allocations of Medtronic's corporate and shared employee stock-based compensation expenses. During the nine months ended January 23, 2026 and January 24, 2025, the Company recognized $ 23 million and $ 17 million, respectively, of stock compensation expense related to direct Company employees, and $ 15 million and $ 15 million, respectively of stock compensation expense related to allocations of Medtronic's corporate and shared employee stock-based compensation expenses. Note 12. Leases The Company leases office, manufacturing, and research facilities and warehouses, as well as transportation and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. The right-of-use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with finance leases were not material to the condensed combined financial statements at January 23, 2026 and April 25, 2025. The following table summarizes the balance sheet classification of the Company's operating leases, including the amounts of the right-of-use assets and lease liabilities at January 23, 2026 and April 25, 2025: (in millions) Balance Sheet Classification January 23, 2026 April 25, 2025 Right-of-use assets Other assets $ 60 $ 66 Current liability Other accrued expenses $ 11 $ 11 Non-current liability Other liabilities $ 50 $ 56 14 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Note 13. Accumulated Other Comprehensive Loss The following table provides changes in accumulated other comprehensive income (loss), net of tax, and by component: (in millions) Cumulative Translation Adjustments April 25, 2025 $ 3 Other comprehensive income 11 January 23, 2026 $ 14 (in millions) Cumulative Translation Adjustments April 26, 2024 $ ( 16 ) Other comprehensive loss ( 7 ) January 24, 2025 $ ( 23 ) During the three and nine months ended January 23, 2026 and January 24, 2025, there was no material tax impact on cumulative translation adjustments and no reclassifications out of accumulated other comprehensive income (loss). Note 14. Research and Development Funding Arrangements In fiscal year 2021, MiniMed entered into certain arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C. (collectively, “Blackstone”) to receive funding related to the development of specific diabetes products (each, a “Blackstone Agreement” and collectively, the “Blackstone Agreements”). As there is substantive and genuine transfer of risk to Blackstone, the development funding was recognized by Medtronic as an obligation to perform contractual services. The Company recognized the funding as income within other operating expense (income), net as the research and development costs were incurred and funding payments became due. The Company recognized no income during the three and nine months ended January 23, 2026, and $ 16 million and $ 35 million of income during the three and nine months ended January 24, 2025, respectively, in other operating expense (income), net in the condensed combined statements of operations in connection with these Blackstone Agreements. As of April 25, 2025, the Company recognized all eligible funding under these arrangements in the amount of $ 324 million, $ 212 million of which pertains to co-development arrangements for which there are ongoing development and commercialization plans, specifically, our next-generation MiniMed Flex insulin pump and MiniMed Fit patch pump. For each applicable diabetes product, during the first two years following regulatory approval in the U.S. and commercial launch of each such product, Blackstone will earn the greater of: (i) mid-to-high single digit royalty percentage of applicable net sales for each product, and (ii) specified minimum payments up to $ 157 million and $ 162 million for the MiniMed Flex insulin pump and the MiniMed Fit patch pump, respectively. After the first two years following regulatory approval in the U.S. and commercial launch of each Diabetes product, our royalty obligations continue at a mid-to-high single digit royalty percentage of applicable net sales until aggregate royalty payments since commercial launch have reached an amount equal to a low single digit multiple of the aggregate funding (the “Net Sales Threshold”) provided by Blackstone under such agreement. If a development project is delayed, the Net Sales Threshold will be subject to certain upward adjustments. Once the Net Sales Threshold has been reached, Blackstone will continue to earn royalties for five years at a low single digit royalty percentage of applicable net sales. As of January 23, 2026, no Blackstone-funded Diabetes products have been commercially launched. Subsequent to quarter-end, the MiniMed Flex insulin pump received regulatory approval, and commercial launch was considered probable. As a result, the Company recognized $ 157 million of expense associated with this approval. The charge was recognized within other operating expense (income), net during the fourth quarter of fiscal year 2026 (see Note 18, “Subsequent Events”). 15 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Each Blackstone Agreement is subject to termination by Blackstone or by us in certain circumstances described further below. Blackstone may terminate a Blackstone Agreement: (i) if the Company fails to make certain capital investments and are unable to manufacture sufficient quantities of the product, (ii) if the Company is enjoined from continuing product development or commercialization, (iii) if the Company acquires rights to a competing product to the applicable product in certain specified markets, or (iv) if certain specified fundamental changes to the Company, or to the Company's rights to the product, occur. The Company may terminate any of the Blackstone Agreements for any reason by providing a specified amount of prior written notice to Blackstone. If the Company or Blackstone elect to terminate a Blackstone Agreement for one of the reasons described above, it will be required to make a termination payment to Blackstone of a multiple of the funded amounts under the applicable agreement, which may be up to $ 216 million for each such termination, and its royalty payment obligation under the affected agreement will also continue in certain termination circumstances. If the Company acquires rights to a competing product in certain specified markets, Blackstone has the option to terminate the Agreement and receive a termination payment from the Company equal to a multiple of the funded amounts under the applicable agreement, which may be up to $ 216 million for each such termination, or continue to be eligible for the royalty payments on the product subject to the Blackstone Agreement; provided that if the product subject to the Blackstone Agreement has already been submitted for regulatory approval for commercial use at the time the competing product is acquired and Blackstone elects to receive royalty payments, such royalty payments would apply to both the product subject to the Blackstone Agreement and the competing product. The Company or Blackstone may also terminate a Blackstone Agreement if the other party materially breaches the agreement, subject to customary notice and cure provisions, and in certain such termination circumstances, a payment to Blackstone of a multiple of the funded amounts would be required, which may be up to $ 216 million for each such termination. At the time of executing these contracts, the occurrence of such circumstances was deemed to be remote. The Company may also terminate a Blackstone Agreement if the relevant product is determined to be technically infeasible, although our royalty payment obligation to Blackstone will survive such termination. During fiscal year 2025, by mutual agreement, two co-development agreements with Blackstone were terminated. One agreement, for the development of an extended-wear infusion set with a built-in CGM and transmitter, was terminated for technical infeasibility prior to full funding, with no termination charges recorded within the combined financial statements. The obligation to pay Blackstone royalties on this product’s net sales continues if the development and commercialization of this product are completed in the future. The other agreement was terminated following a contractual dispute with Blackstone related to the alleged acquisition of a competing product. To resolve the contractual dispute, we and Blackstone mutually agreed to terminate the agreement, and following the termination we were relieved of any continuing obligations under the agreement other than customary survival provisions. The Company recognized $ 165 million of litigation charges during fiscal year 2025 in connection with the resolution of the contractual dispute. Note 15. Commitments and Contingencies Legal Matters The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, including those described below. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the U.S. and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. With respect to intellectual property disputes, the Company is involved in or at risk for litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (“IP”) rights, and licenses, acquisitions or other agreements relating to such rights. This litigation includes, but is not limited to, alleged infringement, misappropriation, or other violation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or, consistent with a growing trend across technology-intensive industries, other entities created specifically to fund IP litigation. With respect to commercial disputes, antitrust and competition issues have gained increased prominence, enforcement and private litigation have increased globally, and the Company is involved in or at risk for antitrust litigation, investigations or enforcement actions regarding a range of commercial activities, including challenges to mergers and acquisition transactions, joint ventures, co-development or co-marketing arrangements, contracting practices, distribution agreements and employment agreements. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek significant monetary damages and/or royalty payments, as well as other civil or criminal remedies (including injunctions barring or restricting the sale of products that are the subject of the proceeding, placing restrictions on competitive strategies or practices, or unwinding consummated transactions), any or all of which could have a material adverse impact on the Company’s combined earnings, financial position, and/or cash flows. 16 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) The Company records a liability in the condensed combined financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a material loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges, net in the combined statements of operations. The Company recognized $ 6 million of gains related to significant legal matters during the three months ended January 23, 2026 and $ 11 million of certain litigation charges in the nine months ended January 23, 2026. The Company recognized an immaterial amount of certain litigation charges during the three and nine months ended January 23, 2025. Accrued litigation charges at January 23, 2026 and April 25, 2025 were $ 11 million and $ 165 million, 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 combined earnings, financial position, and/or cash flows. The Company includes accrued litigation in other accrued expenses , other liabilities and gains related to significant legal matters in other current assets on the condensed combined balance sheets. While it is not possible to predict the outcome of the legal matters discussed below with certainty, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s combined earnings, financial position, and/or cash flows, even in respect of those matters for which the Company believes that a potential loss is not currently probable. Diabetes Pump Retainer Ring Litigation Starting in fiscal year 2021, plaintiffs began filing lawsuits against the Company in U.S. state and federal courts seeking damages for alleged personal injuries, including deaths, caused by the Company’s Series 600 insulin pumps with allegedly defective clear retainer rings that were subject to field corrective actions in 2019 and 2021: in 2019, Medtronic issued an “urgent field safety notification” directing patients to inspect the clear retainer rings on affected Series 600 insulin pumps and, in certain circumstances, offered replacement insulin pumps (which was classified as a recall by the U.S. Food and Drug Administration (“FDA”) in 2020); in 2021, Medtronic expanded the recall to remove the Series 600 insulin pumps with clear retainer rings from the market. Plaintiffs have alleged that, due to a defective retainer ring, the insulin reservoir in their insulin pump could not be locked into place, causing over- or under-delivery of insulin allegedly resulting in hypoglycemia or hyperglycemia. As of April 1, 2026, after a number of dismissals, there are six lawsuits filed on behalf of 17 individuals in the U.S., five of which are coordinated in California State Court, Los Angeles County, and one of which is filed in U.S. District Court for the Western District of New York. One of the lawsuits pending in California State Court, Los Angeles County is scheduled to begin a multi-plaintiff trial on May 11, 2026. In addition, in 2021 a purported class action lawsuit in Canada was filed against the Company in Ontario Superior Court that remains in early stages, with claims similar to those in the pending U.S. lawsuits. Plaintiffs’ firms have also notified the Company that they may file additional lawsuits in the U.S. on behalf of approximately two thousand additional claimants, with claims similar to those in the pending U.S. lawsuits. Many of these potential claims are currently subject to tolling arrangements. The Company is also aware of inquiries made by certain state attorneys general regarding its Series 600 insulin pumps, including information relating to the field corrective actions in 2019 and 2021. During the nine months ended January 23, 2026, the Company recorded a $ 17 million certain litigation charge in connection with certain pending and threatened claims and lawsuits, a portion of which relates to certain claimants who may become subject to a master settlement agreement. It is possible that the amount of the Company’s ultimate liability could materially differ from the amount currently accrued. The Company is currently unable to estimate a reasonably possible loss or range of loss in excess of the amounts accrued. EOFlow International Arbitration In 2023, affiliates of the Company entered into agreements (the “Acquisition Agreements”) to acquire EOFlow Co., Ltd. (“EOFlow”), a Korean company that had developed and commercialized insulin patch pump technology abroad. In mid-to-late 2023, it became apparent that EOFlow would be unable to meet multiple contractual obligations and closing conditions under the Acquisition Agreement. The Acquisition Agreements were terminated in late 2023. In mid-2024, EOFlow filed an arbitral claim against Medtronic before the Singapore International Arbitration Centre, asserting it is entitled to a $ 26 million break-up fee under the Acquisition Agreements and related letter agreements. The affiliates of the Company have asserted an arbitral counterclaim for EOFlow’s breaches of contractual representations and warranties in the Acquisition Agreements. On March 10, 2026, the Tribunal dismissed EOFlow’s claims against Medtronic without prejudice. The Company has not recorded an expense in connection with this matter because the Company believes any potential loss is not currently probable. 17 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Witkin False Claims Act Matter In May 2011, a former sales representative filed a qui tam lawsuit against the Company in the U.S. District Court for the District of Massachusetts alleging violations of the False Claims Act in connection with sales of certain insulin pump products in the period from 2007 to 2014 and wrongful termination. The U.S. Department of Justice declined to intervene. The matter is currently proceeding with the nationwide phase of discovery after a several month stay while the Court evaluated the applicability of new precedent from the First Circuit Court of Appeals. The Company has not recorded an expense in connection with this matter because the Company believes 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. Italian Payback Litigation In 2015, “payback” legislation was enacted in Italy requiring companies selling medical devices to make payments to the Italian state if Italy’s medical device expenditures exceed annual regional maximum ceilings. The payment amounts are calculated based upon the amount by which the regional ceilings were exceeded for any given year. 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. In connection with this matter, at January 23, 2026, $ 48 million was classified as other liabilities , and at April 25, 2025, $ 15 million and $ 38 million, as accrued rebates and other liabilities, respectively , in the condensed combined balance sheets. During the first quarter of fiscal year 2025, 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 $ 20 million during the three months ended July 26, 2024, as a reduction to net sales in the combined statements of operations. In June 2025, the Italian government published a legislative decree confirming a reduction of the amounts due for years 2015 to 2018. As a result, the Company decreased its liability pertaining to these years by $ 7 million during the nine months ended January 23, 2026 as an increase to net sales in the condensed combined statements of operations. 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. Guarantees In the normal course of business, the Company and/or its affiliates periodically enter into agreements that require one or more of the Company and/or its affiliates to indemnify customers or suppliers for specific risks, such as claims for injury or property damage arising as a result of the Company or its affiliates’ products, the negligence of the Company's personnel, or claims alleging that the Company's products infringe on third-party patents or other intellectual property. The Company also offers warranties on various products. The Company’s maximum exposure under these guarantees is unable to be estimated. Historically, the Company has not experienced significant losses on these types of guarantees. As of January 23, 2026 and April 25, 2025, the Company has outstanding bid and performance bonds of approximately $ 78 million and $ 40 million, respectively, issued to guarantee certain contractual obligations. These bid and performance bonds have various terms and can be drawn upon early. No amounts have been drawn as of January 23, 2026. The Company does not expect any material loss related to these guarantees. The Company believes the ultimate resolution of the above guarantees is not expected to have a material effect on the Company’s combined earnings, financial position, and/or cash flows. Note 16. Segment and Geographic Data As described in Note 1, “Description of the Business and Basis of Presentation,” the primary products from which the Company derives its revenue include those focused on diabetes management, including insulin pumps, continuous glucose monitoring systems and sensors, and smart insulin pens. The Company manages its business activities on a consolidated basis and operates as one operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM makes decisions about resource allocation, assesses performance of the business, and monitors budget versus actual results using net income (loss). Income or loss from operations is also considered when monitoring budget versus actual results. Significant expenses include cost of products sold, research and development expenses, selling, general and administrative expenses, and certain litigation charges, which are each separately presented on the Company’s condensed combined statements of operations. Other segment items include other operating expense (income), net, non-operating expense (income),net, and income tax provision. 18 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Geographic Information Net sales are attributed to the country based on the location of the customer taking possession of the products or in which the services are rendered. The following table presents net sales for the three and nine months ended January 23, 2026 and January 24, 2025 for countries with significant concentrations and all other countries: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 U.S. (1) $ 242 $ 231 $ 679 $ 668 Rest of World 548 456 1,586 1,323 Total $ 790 $ 687 $ 2,265 $ 1,991 (1) U.S. includes the United States and U.S. territories. Note 17. Related Party Transactions The condensed combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Medtronic. The following discussion summarizes activity between the Company and Medtronic. Allocation of General Corporate Expenses During the periods presented, the Company’s operations were integrated with Medtronic and its affiliates, and the Company received services including, but not limited to finance and accounting, legal, information technology, employee benefits and incentives, and stock-based compensation. These condensed combined financial statements reflect charges for these services. When specific identification was not practicable, a proportional cost allocation method was utilized, depending on the nature of the services received. See Note 1, “Description of the Business and Basis of Presentation,” for a discussion of the methodology used to allocate corporate-related costs for purposes of preparing these condensed combined financial statements on a carve-out basis. The major components of Medtronic corporate and shared expenses were as follows: Three Months Ended Nine Months Ended (in millions) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025 Cost of products sold $ 12 $ 11 $ 34 $ 31 Research and development expense 10 8 24 23 Selling, general, and administrative expenses 68 67 206 197 Other operating expense (income), net 1 2 5 7 Total $ 90 $ 89 $ 269 $ 259 Net Transfers from Parent Net transfers from Parent are included within Net investment from Parent from the condensed combined statements of equity and within financing activities in the condensed combined statements of cash flows and represent the net effect of transactions between the Company and Medtronic. The reconciliation of net transfers to Parent between the condensed combined statements of equity and the condensed combined statements of cash flows were as follows: Nine Months Ended (in millions) January 23, 2026 January 24, 2025 Net transfers from Parent per the Condensed Combined Statements of Equity $ 253 $ 75 Stock-based compensation expense ( 38 ) ( 32 ) Multiemployer pension expense ( 6 ) ( 6 ) Other, net ( 5 ) — Net transfers from Parent per the Condensed Combined Statements of Cash Flows $ 204 $ 37 19 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) Note 18. Subsequent Events Separation from Medtronic and Related Transactions On March 6, 2026, the Company initiated its IPO pursuant to which 28,000,000 shares of its common stock were issued, at an offering price of $ 20.00 per share. The IPO closed on March 9, 2026. In connection with the IPO and related separation transactions (the “Separation”), the Company entered into a series of transactions with Medtronic pursuant to which Medtronic transferred the assets and liabilities comprising the Diabetes Business to the Company, and the Company issued shares of common stock to Medtronic. As contemplated by the IPO Prospectus, the Company (i) retained approximately $ 309 million of the net proceeds from the IPO, for general corporate purposes, and (ii) used the excess of the net proceeds to repay intercompany indebtedness owed to Medtronic under an intercompany note. Following the IPO, Medtronic owned 90.03 % of the outstanding shares of the Company’s outstanding common stock. Medtronic has informed the Company that it intends to make a generally tax-free distribution to its shareholders of all or a portion of its remaining equity interest in the Company, but Medtronic has no obligation to complete such distribution. In connection with the Separation, the Company entered into a series of agreements with Medtronic that establish the framework for the ongoing relationship between the parties, including: • a separation agreement setting forth the transfer of certain assets and liabilities relating to the Diabetes business, termination of certain intercompany arrangements, and customary indemnification and transition-related provisions. • a transition services agreement pursuant to which Medtronic will provide certain transitional administrative, operational, information technology, finance, and other support services for a defined period, subject to agreed-upon fees and service levels. • a tax matters agreement, which governs the Company’s and Medtronic’s respective rights, responsibilities, and obligations with respect to tax matters, including tax liabilities, tax attributes, tax contests, and tax returns imposing certain restrictions intended to preserve the tax-free status of various transactions. • an employee matters agreement, which addresses certain employment, compensation, benefits, and other employment-related matters, including the allocation and treatment of certain employee-related assets and liabilities and outstanding Medtronic equity awards. • intellectual property cross-license agreements, which provide for cross-licenses that give the Company and Medtronic the freedom to operate in their respective businesses. • a transitional trademark cross-license agreement and trademark co-existence agreement, which collectively govern the Company’s and Medtronic’s respective rights, responsibilities, and obligations with respect to intellectual property rights classified as trademarks. • a registration rights agreement, pursuant to which the Company has granted Medtronic certain registration rights with respect to the shares of common stock owned by Medtronic following the completion of the IPO. • Juncos lease and master services agreements, pursuant to which the Company provides a long-term lease and related services to Medtronic for a portion of the Company’s Juncos, Puerto Rico facility. • transition manufacturing and supply agreements, pursuant to which Medtronic and its affiliates provide the Company, on a transitional basis, with certain manufacturing and assembly services with respect to certain products. Preferred Stock Authorization In connection with the IPO, the Company filed an Amended and Restated Certificate of Incorporation that, among other things, authorized the issuance of 100 million shares of preferred stock. As of the date of issuance of the condensed combined financial statements, no shares of preferred stock had been designated, issued, or were outstanding, and no rights or preferences had been established with respect to any series of preferred stock. The authorization of preferred stock did not have an impact on the Company’s condensed combined financial statements for the quarterly periods presented. 20 MINIMED GROUP, INC. NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED) FDA Clearance of MiniMed Flex and Related Blackstone Royalty Payments On March 18, 2026, the Company announced that the U.S. FDA had cleared the MiniMed Flex, a next-generation discreet, smartphone-controlled insulin pump. As a result, the Company recognized a one-time charge of $ 157 million during the fourth quarter of fiscal year 2026 related to future minimum royalty payment obligations under its research and development funding arrangement with Blackstone. The $ 157 million charge was recognized within other operating expense (income), net during the fourth quarter of fiscal year 2026. See Note 14, “Research and Development Funding Arrangements” for additional information. The events described above occurred subsequent to January 23, 2026, the balance sheet date, and have not been reflected in the accompanying unaudited condensed combined financial statements. 21