Medtronic Files Form 425 Update for MiniMed Group Separation Exchange Offer

Executive Summary

Medtronic plc filed a Form 425 with the U.S. Securities and Exchange Commission on September 28, 2026, pursuant to Rule 425 under the Securities Act of 1933. The filing contains website materials maintained by D.F. King in connection with Medtronic's ongoing corporate separation transaction.

Key Transaction Elements

• Target/Spun Entity: MiniMed Group, Inc.
• Transaction Structure: Exchange offer (split-off / share exchange).
• Share Volume: Medtronic is offering to exchange up to an aggregate of 225,361,295 newly issued shares of common stock of MiniMed Group, Inc. owned by Medtronic in exchange for shares of Medtronic plc common stock.
• Administration & Exchange Website: D.F. King & Co., Inc. maintains the exchange facility website at https://www.dfking.com/MDTSeparation.

Strategic & Market Context

Exchange offers of this nature are commonly used to execute tax-efficient corporate separations and split-offs. Shareholders electing to tender Medtronic common stock will receive shares of the newly separated MiniMed entity according to the exchange ratio formula set forth in the underlying prospectus.