Medtronic Files Form 425 Update for MiniMed Group Exchange Offer

Executive Summary

On September 29, 2026, Medtronic plc (NYSE: MDT) submitted a filing on Form 425 pursuant to Rule 425 under the Securities Act of 1933. The filing provides an update regarding the website maintained at https://www.dfking.com/MDTSeparation in connection with Medtronic's ongoing offer to exchange up to an aggregate of 225,361,295 newly issued shares of common stock of MiniMed Group, Inc. for shares of Medtronic common stock.

Transaction Structure & Key Terms

• Target/Separation Entity: MiniMed Group, Inc.
• Parent Company: Medtronic plc
• Maximum Shares Offered: Up to 225,361,295 common shares of MiniMed Group, Inc.
• Mechanism: Exchange offer / split-off wherein Medtronic shareholders can tender Medtronic shares in exchange for shares of MiniMed Group, Inc.
• Information Agent: D.F. King & Co., Inc.

Strategic & Market Implications

1. Capital Structure & Share Count: If fully subscribed, the exchange offer will retire a substantial volume of Medtronic common shares, reducing total outstanding share count and potentially boosting earnings per share (EPS) post-separation.
2. Business Focus: The transaction reflects the standalone separation of Medtronic's diabetes/MiniMed business unit, allowing each entity to pursue distinct capital allocation strategies.
3. Trading Significance: Medium. While this filing represents a routine daily operational update of the exchange offer website, the underlying transaction is material to shareholders participating in the split-off.