Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) were effective in providing reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
During the quarter ended April 24, 2026, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Director and Officer Trading Arrangements
During the quarter ended April 24, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART III
Part III of this Annual Report on Form 10-K incorporates information by reference from the 2026 Proxy Statement, which will be filed no later than 120 days after April 24, 2026.
Item 10. Directors, Executive Officers, and Corporate Governance
All MiniMed employees, including the Chief Executive Officer and other senior management, are required to comply with a Code of Conduct to help ensure that the Company’s business is conducted in accordance with the highest standards of ethical behavior. The Code of Conduct covers all areas of professional conduct, including customer relationships, conflicts of interest, insider trading, intellectual property, and confidential information, as well as requiring strict adherence to all laws and regulations applicable to the Company’s business. Employees are required to bring any violations and suspected violations of the Code of Conduct to the Company’s attention through management or legal counsel or by using our confidential compliance line. In addition, the Code of Ethics for Senior Financial Officers provides specific policies applicable to the Chief Executive Officer, Chief Financial Officer, and other senior financial officers designated from time to time by the Chief Financial Officer. These policies relate to internal controls, the public disclosures of our violations of the securities or other laws, rules or regulations, and conflicts of interest. The members of the Board are subject to a Code of Business Conduct and Ethics relating to director responsibilities, conflicts of interest, strict adherence to applicable laws and regulations, and promotion of ethical behavior. The Company’s codes of conduct are published on its website at www.minimed.com and will be available in print to any stockholder who requests them. MiniMed intends to disclose future amendments to, or waivers for directors and executive officers of, the codes of conduct on our website promptly following the date of such amendment or waiver, to the extent required by applicable rules and regulations.
The Company has adopted a global insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. In addition, with respect to the Company’s trading in its own securities, it is the Company’s policy to comply with applicable securities laws. A copy of our global insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Additional information required by this item will be set forth in the Proxy Statement under the headings Proposal 1 - Election of Directors - Directors and Nominees,” “Corporate Governance, Director Compensation,” “Corporate Governance, Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation and Talent Committee Report,” and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 will be included in our Proxy Statement for the 2026 Annual General Meeting of Shareholders under the headings “Corporate Governance - Director Compensation,” “Corporate Governance - Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation and Talent Committee Report,” and is incorporated herein by reference. The Proxy Statement will be filed no later than 120 days after April 24, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters.
The information required by Item 12 will be included in our Proxy Statement for the 2026 Annual General Meeting of Shareholders under the headings “Share Ownership Information - Significant Shareholders,” “Share Ownership Information - Beneficial Ownership of Management,” and “Executive Compensation - Equity Compensation Plan Information,” and is incorporated herein by reference. The Proxy Statement will be filed no later than 120 days after April 24, 2026 .
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 will be included in our Proxy Statement for the 2026 Annual General Meeting of Shareholders under the headings “Corporate Governance - Director Independence” and “Corporate Governance - Related Party Transactions and Other Matters,” and is incorporated herein by reference. The Proxy Statement will be filed no later than 120 days after April 24, 2026.
Item 14. Principal Accounting Fees and Services.
The information required by Item 14 will be included in our Proxy Statement for the 2026 Annual General Meeting of Shareholders under the headings “Corporate Governance - Committees of the Board and Meetings” and “Audit and Non-Audit Fees,” and is incorporated herein by reference. The Proxy Statement will be filed no later than 120 days after April 24, 2026.
151
PART IV
Item 15. Exhibits and Financial Statement Schedules.
1. Financial Statements and Schedules
The required information is set forth in “Part II, Item 8 – Financial Statements and Supplementary Data” in this Annual Report.
2. Exhibits
The exhibits listed below are filed as part of this Annual Report or incorporated herein by reference to the location indicated.
EXHIBIT INDEX
Incorporated by Reference
Provided Herewith
Exhibit No. Description Form
File No.
Date of First Filing
Exhibit No.
3.1 Second Amended and Restated Certificate of Incorporation of MiniMed Group, Inc.
8-K
001-43183
March 9, 2026
3.1
3.2 Amended and Restated Bylaws of MiniMed Group, Inc.
8-K
001-43183 March 9, 2026
3.2
4.1 Description of Securities
X
10.1 # Separation Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc.
8-K
001-43183 March 9, 2026
10.1
10.2 # Tax Matters Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc.
8-K
001-43183 March 9, 2026
10.2
10.3 # Employee Matters Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc.
8-K
001-43183 March 9, 2026
10.3
10.4 # MGH-MM Intellectual Property Cross-License Agreement, dated as of March 1, 2026, by and between Medtronic MiniMed, Inc. and Medtronic Group Holding, Inc.
8-K
001-43183 March 9, 2026
10.4
10.5 # MPLC-MHSS Intellectual Property Cross-License Agreement, dated as of March 1, 2026, by and between MiniMed Holdings Switzerland Sarl and Medtronic plc
8-K
001-43183 March 9, 2026
10.5
10.6 # Transitional Trademark Cross-License Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc.
8-K
001-43183 March 9, 2026
10.6
10.7 # Co-Existence Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc.
8-K
001-43183 March 9, 2026
10.7
10.8 # Transition Services Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc. #
8-K
001-43183 March 9, 2026
10.8
10.9 Registration Rights Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic plc
8-K
001-43183 March 9, 2026
10.9
10.10 # Lease Agreement, dated as of March 1, 2026, by and between MiniMed Puerto Rico Operations LLC and Medtronic Puerto Operations Co.
8-K
001-43183 March 9, 2026
10.10
10.11# Master Services Agreement, dated as of March 1, 2026, by and between MiniMed Puerto Rico Operations LLC and Medtronic Puerto Operations Co.
8-K
001-43183 March 9, 2026
10.11
10.12 # Transition Manufacturing and Supply Agreement, dated as of March 1, 2026, by and between Medtronic MiniMed, Inc. and Medtronic, Inc.
8-K
001-43183 March 9, 2026
10.12
10.13 † MiniMed Group, Inc. Non-Employee Director Compensation Policy
8-K
001-43183 March 9, 2026
10.13
10.14 † Form of Non-Employee Director RSU Award Agreement
8-K
001-43183 March 9, 2026
10.14
10.15 † MiniMed Group, Inc. Long Term Incentive Plan
8-K
001-43183 March 9, 2026
10.15
10.16 † Form of IPO NQSO Award Agreement
8-K
001-43183 March 9, 2026
10.16
152
10.17 † Form of IPO PSU Award Agreement
8-K
001-43183 March 9, 2026
10.17
10.18 † MiniMed Group, Inc. Employee Stock Purchase Plan
8-K
001-43183 March 9, 2026
10.18
10.19 # † MiniMed Group, Inc. Capital Accumulation Plan
8-K
001-43183 March 9, 2026
10.19
10.20 # † MiniMed Group, Inc. Nonqualified Retirement Plan Supplement
8-K
001-43183 March 9, 2026
10.20
10.21 + Integration, Supply and Distribution Agreement, dated as of July 31, 2024, by and between Abbott Diabetes Care, Inc. and Medtronic MiniMed, Inc.
S-1 333-292284 December 19, 2025 10.12
10.22 # Credit Agreement, dated as of January 15, 2026, by and among Kangaroo US HoldCo 2, Inc., the lenders party thereto, and Citibank N.A. as administrative agent and collateral agent.
S-1 333-292284 January 23, 2026 10.13
10.23 † Letter of Intent, dated March 21, 2025, by and between Que Dallara and Medtronic, Inc.
S-1 333-292284 December 19, 2025 10.14
10.24 † Letter of Intent, dated May 28, 2025, by and between Chad Spooner and Medtronic, Inc.
S-1 333-292284 December 19, 2025 10.15
10.25 † Letter of Intent, dated April 24, 2025, by and between Ali Dianaty and Medtronic, Inc.
S-1 333-292284 December 19, 2025 10.16
10.26 † Letter of Intent, dated May 28, 2025, by and between Courtney Nelson Wills and Medtronic, Inc.
S-1 333-292284 December 19, 2025 10.17
10.27 † Letter of Intent, dated May 23, 2025, by and between Gillian Chandrasena and Medtronic, Inc.
S-1 333-292284 December 19, 2025 10.18
10.28 † MiniMed Group, Inc. Severance Pay Plan for Executives
X
10.29 † MiniMed Group, Inc. Change of Control Severance Plan
X
10.30 † Form of Employee RSU Award Agreement
X
10.31 † Form of Perfo rmance -Based PSU Agreement
X
10.32+ First Amendment to Integration, Supply and Distribution Agreement, dated as of June 1, 2026, by and between Abbott Diabetes Care, Inc. and Medtronic MiniMed, Inc.
X
10.33+ Second Amendment to Integration, Supply and Distribution Agreement, dated as of June 1, 2026, by and between Abbott Diabetes Care, Inc. and Medtronic MiniMed, Inc.
X
19.1 MiniMed Group, Inc. Global Insider Trading Policy
X
21.1 Subsidiaries of MiniMed Group, Inc.
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 MiniMed Group, Inc. Policy for the Recovery of Erroneously Awarded Compensation
X
101.SCH Inline XBRL Schema Document. X
101.CAL Inline XBRL Calculation Linkbase Document. X
101.DEF Inline XBRL Definition Linkbase Document. X
101.LAB Inline XBRL Label Linkbase Document. X
101.PRE Inline XBRL Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
153
† Indicates management contract or compensatory plan.
+ Certain portions of the exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
154
Item 16. Form 10-K Summary.
Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. The Company has not elected to include such summary information.
155
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 29, 2026 MiniMed Group, Inc.
/s/ Que Dallara
Name: Que Dallara
Title: Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
Date: June 29, 2026 MiniMed Group, Inc.
/s/ Que Dallara
Name: Que Dallara
Title: Chief Executive Officer and Director
(Principal Executive Officer)
Date: June 29, 2026 /s/ Chad Spooner
Name: Chad Spooner
Title: Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
Date: June 29, 2026 /s/ John Gyurci
Name: John Gyurci
Title: Chief Accounting Officer
(Principal Accounting Officer)
Directors
Kevin E. Lofton*
Glenn A. Eisenberg*
D. Keith Grossman*
Robert A. Hopkins*
Laura Mauri*
Brett A. Wall*
Matthew R. Walter*
Timothy A. Wicks*
*Courtney Nelson Wills, 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.
Date: June 29, 2026 /s/ Courtney Nelson Wills
Name: Courtney Nelson Wills
156