What changed in this filing

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Item 1. Financial Statements

2026-09-08 compared with 2026-04-17 · 287 added, 396 removed, 220 unchanged (76% of the section changed)

1 unchanged sentence

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF OPERATIONS

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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

(in millions, except per share data) July 31, 2026 July 25, 2025

Net sales $ 843 $ 723

6 unchanged sentences

Other operating expense (income), net 36 ( 2 )

Operating (loss) profit ( 100 ) 21 ( 97 ) 2

Other non-operating (income) expense, net — — — 1

(Loss) profit before income taxes ( 99 ) 21 ( 97 ) 1

Operating income (expense) 5 ( 13 )

Other non-operating expense (income), net — —

Income (loss) before income taxes 4 ( 13 )

Income tax provision 4 3

Net loss ( 111 ) ( 7 ) ( 132 ) ( 30 )

Net income (loss) — ( 16 )

Net income attributable to noncontrolling interests — ( 3 )

Net loss attributable to the Company $ ( 119 ) $ ( 10 ) $ ( 148 ) $ ( 41 )

Loss per share:

Net income (loss) attributable to the Company $ — $ ( 19 )

Earnings (loss) per share:

Basic and diluted $ 0.00 $ ( 0.08 )

$ ( 0.47 ) $ ( 0.04 ) $ ( 0.59 ) $ ( 0.16 )

Weighted-average shares outstanding

Basic and diluted 281.0 252.8

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 .

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

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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:

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Net income (loss) $ — $ ( 16 )

Other comprehensive income (loss):

Translation adjustment ( 2 ) 11

Other comprehensive income (loss), net of tax:

Comprehensive loss:

$ ( 2 ) $ ( 5 )

Comprehensive loss attributable to the Company $ ( 106 ) $ ( 17 ) $ ( 121 ) $ ( 37 )

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

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

MINIMED GROUP, INC.

CONDENSED COMBINED BALANCE SHEETS

(in millions) January 23, 2026 April 25, 2025

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions) July 31, 2026 April 24, 2026

ASSETS (Unaudited)

1 unchanged sentence

Cash and cash equivalents $ 207 $ 298

Accounts receivable, less allowances and credit losses of $ 64 and $ 46 , respectively

Accounts receivable, less allowance for credit losses of $ 28 and $ 26 , respectively

Due from Medtronic 602 455

Inventories 356 341

7 unchanged sentences

Total assets $ 4,718 $ 4,630

LIABILITIES AND EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 251 $ 163

Due to Medtronic 178 137

Accrued compensation 126 163

5 unchanged sentences

Commitments and contingencies (Note 12)

Parent company equity:

Net investment from Parent 3,449 3,328

Stockholders’ equity:

Common stock, par value $ 0.01 , 1,000,000,000 shares authorized, 281,205,548 and 280,819,988 shares issued and outstanding, at July 31, 2026 and April 24, 2026, respectively

Preferred stock, par value $ 0.01 , 100,000,000 shares authorized, none issued and outstanding

Additional paid-in capital 3,747 3,736

Accumulated deficit ( 116 ) ( 116 )

Accumulated other comprehensive income ( 14 ) ( 12 )

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.

Total stockholders’ equity 3,620 3,611

Total liabilities and stockholders’ equity $ 4,718 $ 4,630

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

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF EQUITY

investment Accumulated

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock Additional Paid-in Capital Retained

Earnings Accumulated

Comprehensive

income (loss) Total Parent company equity

(in millions)

Stockholders’

($ in millions) (shares in thousands) Shares Par Value

April 24, 2026 280,820 $ 3 $ 3,736 $ ( 116 ) $ ( 12 ) $ 3,611

Net loss ( 16 ) — ( 16 )

Net transfers from Parent 212 — 212

Other comprehensive income — 11 11

Net income (loss) — — — — — —

Foreign exchange translation adjustment — — — — ( 2 ) ( 2 )

Issuance of shares under stock purchase and award plan 180 — 2 — — 2

Stock-based compensation — — 10 — — 10

Vesting of restricted stock units, net of shares withheld for taxes 206 — ( 2 ) — — ( 2 )

July 31, 2026 281,206 $ 3 $ 3,747 $ ( 116 ) $ ( 14 ) $ 3,620

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

Investment Accumulated

Comprehensive

income (loss) Total Parent company equity

Income Total Parent Company Equity

(in millions)

4 unchanged sentences

July 25, 2025 $ 3,524 $ 13 $ 3,537

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.

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

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

Nine Months Ended

(in millions) January 23, 2026 January 24, 2025

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Operating Activities:

Net loss $ ( 132 ) $ ( 30 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Net income (loss) $ — $ ( 16 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 41 39

3 unchanged sentences

Postretirement benefit plan expense — 2

Asset write-offs 84 —

Other, net 1 11

1 unchanged sentence

Accounts receivable, net 13 ( 5 )

Due from related parties ( 161 ) —

Inventories ( 15 ) ( 30 )

Accounts payable and accrued liabilities 25 ( 171 )

Due to related parties 53 —

Other operating assets and liabilities ( 25 ) 18

Net cash (used in) provided by operating activities ( 27 ) 57

Net cash used in operating activities ( 49 ) ( 141 )

Investing Activities:

4 unchanged sentences

Net transfers from Parent — 202

Other financing activities, net — ( 2 )

Net cash provided by financing activities — 202

Effect of exchange rate changes on cash and cash equivalents ( 1 ) —

Net change in cash and cash equivalents ( 91 ) ( 2 )

1 unchanged sentence

Cash and cash equivalents at end of period $ 207 $ 9

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

Supplemental Cash Flow Information

Capitalized costs in accounts payable and accrued liabilities 42 25

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

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of the Business and Basis of Presentation

2 unchanged sentences

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.

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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the Company's financial position, results of operations, and cash flows for the interim periods presented.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 24, 2026, filed with the Securities and Exchange Commission (“SEC”).

The financial results for the interim periods presented are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.

Figures within the condensed consolidated financial statements are rounded, and certain totals may not sum precisely.

Effective March 9, 2026, upon the closing of the Company’s initial public offering (“IPO”) and separation from Medtronic plc (“Medtronic” or “Parent”), the Company’s financial statements are presented on a consolidated basis.

For periods prior to March 9, 2026, the Company operated as the diabetes business of Medtronic and did not exist as a separate, stand‑alone legal entity.

Accordingly, financial data for periods prior to the IPO are presented on a carve-out basis derived from the historical financial statements and accounting records of Medtronic, reflecting the historical financial position, results of operations, and cash flows as historically managed within Medtronic.

The Company continues to engage in transactions with Medtronic and certain of its affiliates, including pursuant to transition and other commercial arrangements entered into in connection with the Company's separation from Medtronic (the “Separation”).

Amounts due to and from Medtronic, as well as expenses incurred under these arrangements, are presented within the accompanying condensed consolidated financial statements.

See Note 14, “Related Party Transactions,” for additional information.

Summary of Significant Accounting Policies

Except as described below for derivatives, there have been no material changes to the Company’s significant accounting policies, during the three months ended July 31, 2026, as compared to those disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

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.

The preparation of the condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated 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.

New Accounting Pronouncements

The Company uses derivative financial instruments to mitigate exposures to changes in foreign currency exchange rates.

The duration of these contracts is generally less than 12 months.

Derivative instruments are used solely for risk management purposes and are not entered into for trading or speculative purposes.

The Company's foreign currency forward contracts are primarily used to economically hedge monetary assets and liabilities denominated in currencies other than the functional currency of the respective entity.

The Company may designate certain derivative instruments as accounting hedges under ASC 815 when specific hedge accounting criteria are met.

During the quarter ended July 31, 2026, none of the derivative instruments were designated hedges under ASC 815.

Derivative instruments that are not designated as accounting hedges are intended to offset transaction gains and losses associated with the remeasurement of certain assets and liabilities denominated in currencies other than their functional currencies.

All derivative instruments are recognized as either assets or liabilities on the consolidated balance sheets and measured at fair value at each reporting date.

Changes in the fair value of derivative instruments that are not designated under ASC 815 are recognized in earnings in the period in which they occur.

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares that were outstanding for the period, without consideration for common share equivalents.

Diluted net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of dilutive common share equivalents outstanding for the period determined using the treasury-stock method.

Dilutive common share equivalents are comprised of potential ESPP shares, unvested RSUs and PSUs, and stock options outstanding under our stock-based compensation plans.

Adjustments to the denominator are required to reflect the related dilutive shares.

For the period presented, there was no difference in the number of shares used to calculate basic and diluted shares outstanding as all potentially dilutive securities were anti-dilutive.

The following table sets forth potentially dilutive securities that were excluded from the diluted earnings per share calculation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.

There were no equity awards and no dilutive equity instruments of the Company outstanding prior to the IPO.

Three Months Ended

(in thousands of common stock equivalent shares) July 31, 2026

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

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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

For the three months ended July 31, 2026, there were no newly adopted accounting pronouncements that materially impacted the Company’s condensed consolidated financial statements.

Accounting Pronouncements Issued and Not Yet Adopted

The Company considers the applicability and impact of all accounting standards updates issued by the Financial Accounting Standards Board (“FASB”).

There have been no material updates to the accounting pronouncements previously disclosed in the Annual Report on Form 10-K for the fiscal year ended April 24, 2026, and the Company does not expect any other recently issued accounting pronouncements to have a material impact on its condensed consolidated financial statements.

For a discussion of accounting pronouncements issued but not yet adopted, refer to Note 2.

“Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company's most recently filed Annual Report on Form 10-K.

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

$ 242 $ 231 $ 679 $ 668

The table below includes net sales by geography for the three months ended July 31, 2026 and July 25, 2025:

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

International (2)

548 456 1,586 1,323

Total $ 843 $ 723

1 unchanged sentence

(2) International includes all other non-U.S.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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

The table below includes net sales by product category for the three months ended July 31, 2026 and July 25, 2025:

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Pumps $ 144 $ 119

Consumables 261 229

CGM 390 330 1,133 968

Total $ 843 $ 723

(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 12, 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.

At July 31, 2026, $ 42 million of rebates and other adjustments were classified as accrued rebates in the condensed consolidated balance sheets.

At April 24, 2026, $ 45 million of rebates and other adjustments were classified as accrued rebates and $ 2 million of rebates and other adjustments were classified as other liabilities in the consolidated balance sheets.

There was $ 5 million and $ 6 million of return reserves classified as other accrued expenses in the consolidated balance sheets at July 31, 2026 and April 24, 2026, respectively.

During the three months ended July 25, 2025, 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 consolidated statements of operations.

During the three months ended July 31, 2026, there were no revenue adjustments pertaining to the Italian payback accrual.

Refer to Note 12.

“Commitments and Contingencies,” for additional information.

Other adjustments to variable consideration for the three months ended July 31, 2026 and July 25, 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.

Deferred revenue was $ 19 million at both July 31, 2026 and April 24, 2026.

At July 31, 2026 and April 24, 2026, $ 14 million and $ 15 million were included in other accrued expenses , respectively, and $ 5 million and $ 4 million were included in other liabilities, respectively in the consolidated balance sheets.

During the three months ended July 31, 2026, the Company recognized $ 7 million of revenue that was included in deferred revenue as of April 24, 2026.

During the three months ended July 25, 2025, the Company recognized $ 4 million of revenue that was included in deferred revenue as of April 25, 2025.

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.

At July 31, 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 $ 46 million.

The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years .

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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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

The Company incurred certain restructuring charges during the three months ended July 31, 2026 and July 25, 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 had been involuntarily terminated.

The following table presents the classification of these restructuring, associated, and other costs in the condensed consolidated statements of operations for the restructuring activities for the three months ended July 31, 2026 and July 25, 2025:

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Cost of products sold $ — $ —

Selling, general, and administrative expenses — —

Other operating expense (income), net

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.

Inventories consisted of the following at January 23, 2026 and April 25, 2025:

(in millions) January 23, 2026 April 25, 2025

For reported periods prior to the Separation, the Company’s financial statements included certain corporate allocations from Medtronic, including allocations for restructuring costs.

Allocations of corporate restructuring activities for the three months ended July 25, 2025 are included within Note 14.

“Related Party Transactions.”

As of July 31, 2026 and April 24, 2026, the restructuring liabilities recognized primarily in other accrued expenses were $ 22 million and $ 36 million, respectively.

The following table provides a reconciliation of the beginning and ending restructuring liability balances.

(in millions) Total

April 24, 2026 $ 36

Cash payments ( 16 )

July 31, 2026 $ 22

Composition of Certain Financial Statement Items

Inventories consisted of the following at July 31, 2026 and April 24, 2026:

(in millions) July 31, 2026 April 24, 2026

Raw materials $ 128

2 unchanged sentences

Total $ 356 $ 341

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

Goodwill and Other Intangible Assets

As of January 23, 2026 and April 25, 2025, the carrying amount of goodwill was $ 2.3 billion in each period.

As of July 31, 2026 and April 24, 2026, 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.

The Company did not recognize any goodwill impairment charges during the three months ended July 31, 2026 and July 25, 2025.

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization of intangible assets:

January 23, 2026 April 25, 2025

(in millions) July 31, 2026 April 24, 2026

Intangible Assets Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization

3 unchanged sentences

Total $ 321 $ ( 221 ) $ 321 $ ( 214 )

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.

The Company did not recognize any definite-lived intangible asset impairment charges during the three months ended July 31, 2026 and July 25, 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

The following table presents the intangible asset amortization expense classification for the three months ended July 31, 2026 and July 25, 2025:

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Cost of products sold $ 6 $ 6

1 unchanged sentence

Total amortization expense $ 6 $ 7

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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

Other Accrued Expenses

Other accrued expenses included in the condensed combined balance sheets were as follows:

(in millions) January 23, 2026 April 25, 2025

Other accrued expenses included in the consolidated balance sheets were as follows:

(in millions) July 31, 2026 April 24, 2026

Contract termination accrual $ 8 $ 24

Accrued income taxes 34 38

Accrued litigation charges

1 unchanged sentence

Deferred income 14 15

Ancillary services cost accrual 12 11

Operating lease obligations 9 8

3 unchanged sentences

(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

Product Warranties

The following table provides a reconciliation of the changes in product warranty liabilities for the three months ended July 31, 2026 and July 25, 2025:

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Balance at the beginning of the period $ 63 $ 57

3 unchanged sentences

Balance at end of the period $ 68 $ 58

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

As of July 31, 2026 and April 24, 2026, total product warranty reserves were included in the following consolidated balance sheet accounts:

(in millions) July 31, 2026 April 24, 2026

Other accrued expenses $ 18 $ 17

1 unchanged sentence

Total warranty reserves $ 68 $ 63

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

Financial Instruments

Equity Investments

The Company holds equity investments without readily determinable fair values and investments accounted for under the equity method.

The Company uses the equity method to account for investments in companies if it owns more than 20% of the investee company’s outstanding equity or the investment provides the Company with the ability to exercise significant influence but not control over the operating and financial policies of the investee.

The Company assesses whether it has significant influence by considering various factors, including the nature and magnitude of the investment, voting rights held, and participation in the governance of the investee, if any.

The Company may also consider additional relevant factors, such as the presence of other business relationships.

The following table summarizes the Company's equity and other investments at July 31, 2026 and April 24, 2026, which are classified as other assets in the consolidated balance sheets:

(in millions) July 31, 2026 April 24, 2026

Investments without readily determinable fair values $ 73 $ 73

Equity method investments 2 2

Total equity investments $ 75 $ 75

During the three months ended July 31, 2026 and July 25, 2025, the company did not recognize any sales or impairments related to the Company’s portfolio of equity and other investments.

Non-Designated Hedging Contracts

During the quarter ended July 31, 2026, the Company entered into foreign currency forward contracts that were not designated as hedging instruments to offset the remeasurement gains and losses on foreign currency-denominated monetary assets and liabilities.

These contracts were classified within Level 2 of the fair value hierarchy.

The related fair values of these contracts were recorded to other current assets and other accrued expenses on the condensed consolidated balance sheet as of July 31, 2026, and were not material.

The aggregate notional amount of these contracts was $ 499 million as of July 31, 2026.

The net effect of gains and losses on the non-designated derivative instruments were recorded to other operating expense (income), net on the condensed consolidated statement of operations for the three months ended July 31, 2026 and were not material.

The Company did not have any hedging activity during the prior year period presented.

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 participates in a supplier financing program that provides participating suppliers the ability to finance payment obligations from the Company with a third-party financial institution 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.

At July 31, 2026 and April 24, 2026, the Company had $ 10 million and $ 15 million, respectively, of outstanding payables associated with the supplier financing program recorded in Accounts payable in the condensed consolidated 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.

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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

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

During fiscal 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 available principal amount of up to $ 500 million.

The Revolving Credit Facility became available upon the completion of the Company’s IPO on March 9, 2026, and matures in March 2031.

The Revolving Credit Facility contains customary representations and warranties, affirmative and negative covenants, and events of default.

As of July 31, 2026, no amounts were outstanding under the Revolving Credit Facility, and the Company was in compliance with all applicable covenants.

For the three months ended July 31, 2026, the Company recognized income tax expense of $ 4 million on a pre-tax income of $ 4 million.

For the three months ended July 25, 2025, the Company recognized income tax expense of $ 3 million on a pre-tax loss of $ 13 million.

The Company's effective tax rate for the three months ended July 31, 2026 was 96.7 % as compared to negative 27.8 % for the three months ended July 25, 2025, respectively.

The increase in the effective tax rate for the three months ended July 31, 2026 primarily relates to year-over-year changes in operational results by jurisdiction and the impact of valuation allowances in certain jurisdictions.

The Company’s effective tax rate for the three months ended July 31, 2026 was higher than the U.S.

federal statutory rate primarily due to the mix of pre-tax income and losses earned across jurisdictions and the impact of valuation allowances in certain jurisdictions.

In addition, pursuant to U.S.

GAAP interim reporting guidance, certain losses were required to be excluded from the tax rate calculation.

These factors increased the Company’s effective tax rate for the quarter.

The Company’s effective tax rate for the three months ended July 25, 2025 was lower than the U.S.

federal statutory rate primarily due to one-time restructuring charges that generated tax benefits, partially offset by the impact of valuation allowances in certain jurisdictions.

Stock-based Compensation

The following table presents the expense classification of stock-based compensation expense recognized by the Company for stock options, restricted stock units, performance share units, and employee stock purchase plans for the three months ended July 31, 2026 and July 25, 2025:

Three Months Ended

(in millions) July 31, 2026 July 25, 2025

Stock options $ — $ 1

Restricted stock 6 5 18 16

Restricted stock units 9 5

Performance share units — 2

5 unchanged sentences

Total stock-based compensation expense 10 9

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.

During the three months ended July 31, 2026, there was no stock-based compensation expense related to allocations of expense from Medtronic.

During the three months ended July 25, 2025, the Company recognized $ 6 million of stock-based compensation expense related to direct Company employees, and $ 3 million of stock compensation expense related to allocations of Medtronic’s corporate and shared employee stock-based compensation expenses.

During the three months ended July 31, 2026, the Company granted restricted stock units and performance share units (“PSU”) to employees under the Company's existing equity incentive plans.

The aggregate grant date fair value of RSUs granted during the period was $ 46 million.

The PSUs granted included an embedded market condition and the related grant date fair value was calculated based on a Monte Carlo methodology.

The awards vest upon the Company’s actual performance relative to certain predefined metrics and subject to the awardee’s continued service through the measurement date of April 27, 2029.

The aggregate grant-date fair value of PSUs granted during the period was approximately $ 16 million.

As of July 31, 2026, the total unamortized stock-based compensation expense of approximately $ 118 million will be recognized over the remaining weighted average vesting term of approximately 1.4 years.

Employee Stock Purchase Plan

During the three months ended July 31, 2026, employees purchased shares under the Employee Stock Purchase Plan (“ESPP”), and a new six-month offering period commenced on July 1, 2026.

The fair value of the purchase rights granted during the quarter was determined using the Black-Scholes option-pricing model.

The assumptions used in the Black-Scholes option pricing model for the ESPP were as follows:

Three Months Ended

July 31, 2026

Assumptions used:

Expected life (years) 0.5

Risk-free interest rate 3.96 %

Volatility 33.68 %

Dividend yield — %

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

The right-of-use assets, lease liabilities, lease costs, cash flows, and lease maturities associated with finance leases were not material to the condensed consolidated financial statements at July 31, 2026 and April 24, 2026.

(in millions) Balance Sheet Classification July 31, 2026 April 24, 2026

Right-of-use assets Other assets $ 57 $ 52

1 unchanged sentence

Non-current liability Other liabilities $ 50 $ 45

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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).

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”).

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

The Company has entered into certain research and development funding arrangements with affiliates of Blackstone Life Sciences Advisors L.L.C.

(“Blackstone”).

Additional information regarding these arrangements is included in the Company's Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

During fiscal year 2026, the MiniMed Flex insulin pump received regulatory approval, and commercial launch followed soon thereafter.

As a result, the Company recognized a one-time charge of $ 157 million during the fourth quarter of fiscal 2026 related to future minimum royalty payment obligations to Blackstone.

As of July 31, 2026, the carrying amount of the obligation associated with this Blackstone royalty arrangement was $ 157 million, with $ 16 million included in other accrued expenses and $ 141 million included within other liabilities on the condensed consolidated balance sheets.

No payments were made under this obligation during the three months ended July 31, 2026.

There were no material changes to the Company's Blackstone arrangements during the three months ended July 31, 2026.

Commitments and Contingencies

9 unchanged sentences

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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

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 consolidated earnings, financial position, and/or cash flows.

The Company records a liability in the condensed consolidated 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.

2 unchanged sentences

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.

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

During the three months ended July 31, 2026, and July 25, 2025, the Company recognized a reversal of a previously accrued litigation charges of $ 2 million and a charge of $ 17 million, respectively.

Accrued liabilities for certain litigation charges at July 31, 2026 and April 24, 2026 were $ 22 million and $ 24 million, respectively.

For the period ended April 24, 2026, the accrued litigation charges were offset by a $ 6 million receivable from a favorable judgment in a particular legal matter.

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

The Company includes accrued litigation in other accrued expenses , other liabilities and gains related to significant legal matters in other current assets on the consolidated 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 consolidated 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

5 unchanged sentences

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.

As of August 2026, there were 28 lawsuits filed on behalf of 109 individuals in the U.S.:

26 coordinated in California State Court, Los Angeles County;

District Court of the Western District of Washington, and one 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.

One of the lawsuits in California State Court, Los Angeles County began a multi-plaintiff trial on May 11, 2026, which resulted in a verdict on June 17, 2026.

The jury did not award any damages as to three plaintiffs, two of whom were pump users and one of whom was a loss of consortium plaintiff.

As to the remaining plaintiff, a pump user, the jury found liability on certain claims and awarded damages of approximately $ 253,000 , which were reduced by approximately one-third based on findings of proportionate responsibility.

The court entered judgment on the verdict in August 2026.

The parties may pursue post-trial motions, and any appeal would be subject to the outcome of those proceedings.

The Company cannot predict the timing, outcome, or ultimate impact of these proceedings at this time.

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.

3 unchanged sentences

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.

As of July 31, 2026, and April 24, 2026, the Company had accrued $ 20 million and $ 22 million, respectively, in certain litigation charges 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.

9 unchanged sentences

The Company has not recorded an expense in connection with this matter because the Company believes any potential loss is not currently probable.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

Witkin False Claims Act Matter

9 unchanged sentences

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.

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

In 2025, two rulings by the Constitutional Court of Italy found that the medical device payback law was constitutional.

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.

As a result, the Company decreased its liability pertaining to these years by $ 7 million during the three months ended July 25, 2025 and recorded a corresponding increase to net sales in the condensed consolidated statements of operations.

No such adjustments were recorded during the three months ended July 31, 2026.

While developments related to this matter continue, obligations associated with this matter were not retained by the Company following the Separation.

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.

2 unchanged sentences

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.

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.

Periodically, the Company will utilize a financial institution to issue a guarantee on behalf of the Company to support commercial commitments.

Under the terms of these arrangements, the issuing financial institution guarantees our performance or payment to a beneficiary.

As of July 31, 2026, and April 24, 2026, the aggregate amount outstanding for these guarantees was not material to the condensed consolidated financial statements.

Purchase Obligations

The Company has agreements with suppliers and other parties to purchase inventory, other goods and services and long-lived assets.

Product inventory obligations consist primarily of purchase order commitments for raw materials used in the production of insulin pumps cartridges and sensors, and finished goods infusion sets.

Cancellation of outstanding purchase orders is generally allowed under the standard terms of our purchase order agreements, but may require payment of costs incurred through the date of cancellation.

As of July 31, 2026, obligations under our purchase agreements were not material.

Segment Information

The Company derives its revenue primarily from the sale of products 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.

Disaggregated revenue by geographic region and product type is presented in Note 3.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

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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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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

$ 242 $ 231 $ 679 $ 668

Rest of World 548 456 1,586 1,323

Total $ 790 $ 687 $ 2,265 $ 1,991

includes the United States and U.S.

Other segment items include other operating expense (income), net, non-operating expense (income),net, and income tax provision, which are consistent with those items presented on the Company’s condensed consolidated statements of operations.

The Company’s CODM is provided with segment assets information on a consolidated basis for the evaluation of Company performance.

Total segment assets were consistent with total assets reported in the Company’s consolidated balance sheets for the periods ended July 31, 2026 and April 24, 2026.

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.

Separation from Medtronic and Related Transactions

The Company completed its separation from Medtronic on March 9, 2026 in connection with its IPO.

The Company continues to engage in transactions with Medtronic under various separation-related agreements, including transition services, manufacturing and supply, tax, employee matters and intellectual property agreements as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

Consideration and costs for the transition services are determined using several billing methodologies as described in the agreements, including customary billing, pass-through billing, percent of sales billing or fixed fee billing.

Costs for transition services provided by Medtronic, including a mark-up on those services, are recorded within the consolidated statements of operations based on the nature of the services.

Consideration for transition services provided to Medtronic are recorded within the consolidated statements of operations based on the nature of the services and as an offset to expenses incurred to provide the services.

During the three months ended July 31, 2026, the Company recognized $ 1 million of consideration for services provided to Medtronic and recognized costs of $ 95 million for services provided by Medtronic pursuant to the transitional arrangements between the parties.

Total amounts due from Medtronic of $ 602 million as of July 31, 2026 primarily consisted of receivables for revenue remittances from international entities.

Amounts due to Medtronic of $ 178 million as of July 31, 2026 primarily consisted of payables for pass-through costs for third-party expenses.

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.

During periods presented prior to the Company’s IPO, 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 consolidated 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

The major components of Medtronic corporate and shared expenses for periods prior to the Separation were as follows:

Three Months Ended

(in millions) July 25, 2025

Cost of products sold $ 11

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Other operating expense (income), net 2

$ 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

Net transfers from Parent are included within Net investment from Parent in the condensed consolidated statements of equity and within financing activities in the condensed consolidated statements of cash flows and represent the net effect of transactions between the Company and Medtronic for periods prior to the Separation.

The reconciliation of net transfers from parent between the condensed consolidated statements of equity and the condensed consolidated statements of cash flows were as follows:

Three Months Ended

(in millions) July 25, 2025

Net transfers from Parent per the Condensed Consolidated Statements of Equity $ 212

Stock-based compensation expense ( 9 )

Multiemployer pension expense ( 6 ) ( 6 )

Other, net ( 5 ) —

Net transfers from Parent per the Condensed Combined Statements of Cash Flows

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

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.

Multi-employer pension expense ( 2 )

Net transfers from Parent per the Condensed Consolidated Statements of Cash Flows

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-Q

Item 1. Financial Statements