What changed in this filing

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Item 9A. Controls and Procedures

2026-08-13 compared with 2025-08-08 · 27 added, 23 removed, 160 unchanged (24% of the section changed)

26 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Opinion on Internal Control Over Financial Reporting

32 unchanged sentences

During the quarterly period ended June 30, 2026, 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

7 unchanged sentences

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 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 “Corporate Governance,” “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

14 unchanged sentences

(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 )

3.2 Ninth Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and Adopted by Board Resolution August 6, 2025).

(Incorporated by reference to Exhibit 3.2 to the Registrant's Report on Form 10-K filed on August 8, 2025)

4.1 Form of certificate evidencing shares of Common Stock.

9 unchanged sentences

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 10-Q filed on April 24, 2025)

10.4* Amendment and Restatement to the ResMed Inc.

2009 Incentive Award Plan.

(Incorporated by reference to Appendix B of ResMed Inc.’s Proxy Statement filed with the Securities and Exchange Commission on September 25, 2017)

10.4* The ResMed Inc.

2009 Incentive Award Plan, as amended and restated.

(Incorporated by reference to Exhibit 10.1 of the Registrant's Report on Form 8-K filed on November 20, 2025)

10.5* Amended and Restated ResMed Inc.

2 unchanged sentences

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)

(Incorporated by reference to Exhibit 10.1 to the Registrant's Report on Form 10-Q filed on October 25, 2024)

Form of Restricted Stock Unit Award Agreement for Directors.

(Incorporated by reference to Exhibit 10.7 to the Registrant's Report on Form 10-K filed on August 8, 2025)

Form of Stock Option Award Agreement for Executive Officers.

(Incorporated by reference to Exhibit 10.8 to the Registrant's Report on Form 10-K filed on August 8, 2025)

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 8, 2025)

Form of Performance-Based 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 8, 2025)

Form of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers.(Incorporated by reference to Exhibit 10.11 to the Registrant's Report on Form 10-K filed on August 8, 2025)

Form of Restricted Stock Unit Award Agreement for Executive Officers.

( Incorporated by reference to Exhibit 10.12 to the Registrant's Report on Form 10-K filed on August 8, 2025)

10.13* E mployment Agreement with Aaron Bloomer dated April 24, 2026 .

(Incorporate d by re ference to Exhibit 10.1 to the Registrant's Report on f orm 10-Q filed on May 1, 2026 )

10.14 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.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K filed on June 29, 2022)

PART IV Items 15 – 16

AND SUBSIDIARIES

10.15 Second Amended and Restated Unconditional Guaranty dated as of June 29, 2022, by each of the Revolving Facility Guarantors, in favor of MUFG Union Bank, N.A., in its capacity as administrative agent under the Revolving Credit Agreement.

2 unchanged sentences

(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

10.17 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.

1 unchanged sentence

10.18* The ResMed Inc.

2018 Employee Stock Purchase Plan.

(Incorporated by reference to Appendix B of ResMed Inc.’s Proxy Statement filed with the Securities and Exchange Commission on October 3, 2018.)

2018 Employee Stock Purchase Plan, as amended and restated.

(Incorporated by reference to Exhibit 10.2 of the Registrant's Report on Form 8-K filed on November 20, 2025)

10.19 Note Purchase Agreement, dated July 10, 2019 by and among ResMed Inc.

30 unchanged sentences

Farrell (Principal Executive Officer)

SANDERCOCK Chief Financial Officer August 7, 2025

Sandercock (Principal Financial Officer and

/S/ AARON BLOOMER

Chief Financial Officer August 13, 2026

Aaron Bloomer (Principal Financial Officer and

Principal Accounting Officer)

4 unchanged sentences

Christopher DelOrefice

/S/ JAN DE WITTE

Director August 13, 2026

/S/ KAREN DREXLER Director August 13, 2026

3 unchanged sentences

John Hernandez

/S/ RICHARD SULPIZIO Director August 7, 2025

Richard Sulpizio

/S/ NICOLE MOWAD-NASSAR Director August 13, 2026

Nicole Mowad-Nassar

/S/ DESNEY TAN Director August 13, 2026

/S/ RON TAYLOR Director August 13, 2026

/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