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Item 9A. Controls and Procedures

2025-08-08 compared with 2024-08-09 · 32 added, 43 removed, 151 unchanged (33% of the section changed)

54 unchanged sentences

ITEM 9B OTHER INFORMATION

Insider Trading Arrangements

Our directors and executive officers may purchase or sell shares of our common stock in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act and in compliance with guidelines specified by our insider trading policy.

3 unchanged sentences

Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with SEC rules, the terms of our insider trading policy and certain minimum holding requirements.

The following table describes any contracts, instructions or written plans for the sale or purchase of the Company’s securities and intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act that were adopted by our directors and executive officers during the quarterly periods ended June 30, 2024 and March 31, 2024, for which the plan adoptions were inadvertently omitted and further adjustments were required to the disclosure included in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 filed with the SEC on April 26, 2024:

Name and Title Plan Action Plan Adoption Date Scheduled Expiration Date of Rule 10b5-1 Trading Plan (1)

Aggregate Number of Securities to Be Sold (Up to)

Chief Executive Officer

Adoption January 31, 2024 November 15, 2024 102,781

Adoption February 2, 2024 November 12, 2024 1,156

Chief Financial Officer

Adoption February 6, 2024 April 30, 2025 24,000

Kaushik Ghoshal

Chief Commercial Officer, SaaS

April 29, 2024 November 14, 2025 19,260

Global General Counsel and Secretary

May 11, 2024 April 1, 2025 1,292

Chair Emeritus

May 28, 2024 September 2, 2025 24,000

(1) A trading plan may also expire on such earlier date that all transactions under the trading plan are completed.

During the quarterly period ended June 30, 2024, none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (each term as defined in Item 408 of Regulation S-K).

During the quarterly period ended June 30, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each term as defined in Item 408 of Regulation S-K).

Amendment of Bylaws

On August 6, 2025, the board of directors approved and adopted Resmed’s Ninth Amended and Restated Bylaws, effective as of such date.

The Ninth Amended and Restated Bylaws, among other things, remove or modify certain limitations relating to stockholder action by written consent without a meeting, remove references to classified board of directors and include various other minor updates, including ministerial and conforming changes.

The foregoing summary of the Ninth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Ninth Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this Item is premised on information that will be included in our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2024.

We have filed as exhibits to this report for the year ended June 30, 2025, the certifications of our chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

We have adopted a Code of Business Conduct & Ethics that applies to our board of directors and all of our employees, including our chief executive officer and principal financial officer.

Our code of conduct is available at our website by visiting https://investor.resmed.com/ and clicking through “Investors,” “Corporate Governance,” “Corporate Governance Documents,” and “Code of Conduct -English.” When required by the rules of the NYSE, or the Securities and Exchange Commission, or SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver

Our code of conduct is available at our website by visiting https://investor.resmed.com/ and clicking through “Investors,” “Corporate Governance,” “Corporate Governance Documents,” and “Code of Conduct -English.” When required by the rules of the NYSE, or the SEC, we will disclose any future amendment to, or waiver of, any provision of the code of conduct for our chief executive officer and principal financial officer or any member or members of our board of directors on our website within four business days following the date of such amendment or waiver

ITEM 11 EXECUTIVE COMPENSATION

Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2024.

Information required by this Item is incorporated by reference from our definitive proxy statement for our next annual meeting of stockholders, which will be filed with the SEC within 120 days after June 30, 2025.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV Items 15 – 16

5 unchanged sentences

3.1 First Restated Certificate of Incorporation of ResMed Inc., as amended.

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2013)

3.2 Eight h Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution No vember 17, 2023 ) .

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 8-K filed on November 20, 2023 )

(Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q filed on October 30, 2013)

3.2 Ninth Amended and Restated Bylaws of ResMed Inc.

, a Delaware Corporation (as Approved and A dopted by Bo ard Resolution August 6 , 202 5 )

4.1 Form of certificate evidencing shares of Common Stock.

2 unchanged sentences

4.2 Description of ResMed Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(Incorporated by reference to Exhibit 4.2 to the Registrant's Report on Form 10-K filed on August 9, 2024)

10.1* Form of Indemnification Agreements for our directors and officers.

3 unchanged sentences

10.3* Updated Form of Executive Agreement.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 10-K filed on August 12, 2022)

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q filed on April 2 4 , 2025)

10.4* Amendment and Restatement to the ResMed Inc.

3 unchanged sentences

Deferred Compensation Plan.

10.6* Form of Restricted Stock Unit Award Agreement for Directors.

(Incorporated by reference to Exhibit 10.5 to the Registrant's Report on Form 10-K filed on August 9, 2024)

10.7* Form of Stock Option Grant for Executive Officers.

(Incorporated by reference to Exhibit 10.

7 to the Registrant’s Report on Form 10-K filed on August 1 1 , 202 3 )

10.8* Form of Stock Option Grant for Directors.

(Incorporated by reference to Exhibit 10.8 to the Registrant’s Report on Form 10-K filed on August 12, 2022)

Non-Employee Director Deferral Program .

(Incorporated by re ference to Exhibit 10.1 to the Registrant's Re port on Form 10-Q filed on October 25, 2024)

Form of Restricted Stock Unit Award Agreement for Directors.

Form of Stock Option Award Agreement for Executive Officers.

Form of Stock Option Award Agreement for Directors.

Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers.

(Incorporated by reference to Exhibit 10.

9 to the Registrant’s Report on Form 10-K filed on August 11, 2023)

Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers.

(Incorporated by reference to Exhibit 10.

1 to the Registrant’s Report on Form 10- Q filed on January 25, 2024 )

Form of Executive Restricted Stock Unit Award Agreement for Executive Officers.

(Incorporated by reference to Exhibit 10.

10 to the Registrant’s Report on Form 10-K filed on August 11, 2023)

Form of Restricted Stock Unit Award Agreement for Executive Officers.

10.13 Second Amended and Restated Credit Agreement dated as of June 29, 2022, by and among ResMed Inc., as borrower, MUFG Union Bank, N.A., as administrative agent, joint lead arranger, sole book runner, swing line lender and letter of credit issuer, Westpac Banking Corporation, as syndication agent and joint lead arranger, HSBC Bank Australia Limited, as syndication agent and joint lead arranger, HSBC Bank USA, National Association, as syndication agent and joint lead arranger, Wells Fargo Bank, National Association, as documentation agent, and each of the lenders identified therein.

2 unchanged sentences

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.15 Second Amendment to Syndicated Facility Agreement and First Amendment to Unconditional Guaranty Agreement, dated as of June 29, 2022, by and among ResMed Pty Limited, as borrower, ResMed, Inc., the other parties party thereto, and MUFG Union Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.16 Unconditional Guaranty dated as of April 17, 2018, by each of the guarantors identified on the Term Facility Guaranty’s signature pages as a guarantor, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Term Credit Agreement.

7 unchanged sentences

19 Insider Trading Policy and Guidelines.

(Incorporated by reference to Exhibit 19 to the Registrant's Report on Form 10-K filed on August 9, 2024)

21.1 Subsidiaries of the Registrant.

5 unchanged sentences

97 Compensation Recovery Policy.

(Incorporated by reference to Exhibit 97 to the Registrant's Report on Form 10-K filed on August 9, 2024)

101 The following materials from ResMed Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 formatted in Inline XBRL (Inline Extensible Business Reporting Language):

22 unchanged sentences

BURT Director August 7, 2025

/S/ JAN De WITTE Director August 8, 2024

/S/ CHRISTOPHER DELOREFICE

August 7, 2025

Christopher DelOrefice

/S/ KAREN DREXLER Director August 7, 2025

7 unchanged sentences

/S/ RON TAYLOR Director August 7, 2025

/S/ JAN DE WITTE

Director August 7, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures