Form 8-K

8-K — Medtronic plc

Accession: 0001628280-26-040034

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001613103

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mdt-20260603.htm (Primary)

EX-99.1 (exhibit991-fy26q4earningsr.htm)

GRAPHIC — IMAGE 0 (image_0a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mdt-20260603.htm · Sequence: 1

mdt-20260603

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

_____________________________

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

_____________________________

Ireland 1-36820 98-1183488

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Ordinary shares, par value $0.0001 per share MDT New York Stock Exchange

1.125% Senior Notes due 2027 MDT/27 New York Stock Exchange

0.375% Senior Notes due 2028 MDT/28 New York Stock Exchange

3.000% Senior Notes due 2028 MDT/28A New York Stock Exchange

3.650% Senior Notes due 2029 MDT/29 New York Stock Exchange

2.950% Senior Notes due 2030 MDT/30 New York Stock Exchange

1.625% Senior Notes due 2031 MDT/31 New York Stock Exchange

1.000% Senior Notes due 2031 MDT/31A New York Stock Exchange

3.125% Senior Notes due 2031 MDT/31B New York Stock Exchange

0.750% Senior Notes due 2032 MDT/32 New York Stock Exchange

3.375% Senior Notes due 2034 MDT/34 New York Stock Exchange

3.875% Senior Notes due 2036 MDT/36 New York Stock Exchange

2.250% Senior Notes due 2039 MDT/39A New York Stock Exchange

1.500% Senior Notes due 2039 MDT/39B New York Stock Exchange

1.375% Senior Notes due 2040 MDT/40A New York Stock Exchange

4.150% Senior Notes due 2043 MDT/43A New York Stock Exchange

4.200% Senior Notes due 2045 MDT/45 New York Stock Exchange

1.750% Senior Notes due 2049 MDT/49 New York Stock Exchange

1.625% Senior Notes due 2050 MDT/50 New York Stock Exchange

4.150% Senior Notes due 2053 MDT/53 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On June 03, 2026, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its full year and fourth quarter and fiscal year 2026 financial results. A copy of the Medtronic financial results press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Exhibits

(d) List of Exhibits

Exhibit Number Description

99.1

Fourth quarter and fiscal year 2026 earnings press release of Medtronic plc, dated June 3, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Medtronic plc

By /s/ Thierry Piéton

Date: June 3, 2026

Thierry Piéton

Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number Description

99.1

Fourth quarter and fiscal year 2026 earnings press release of Medtronic plc, dated June 3, 2026

104

Cover Page Interactive Data File (embedded with the Inline XBRL document).

EX-99.1

Filename: exhibit991-fy26q4earningsr.htm · Sequence: 2

Document

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Medtronic reports fourth quarter and full year fiscal 2026 results; delivers highest annual revenue growth in 10 years

Disciplined execution and portfolio strength position Medtronic for continued

momentum into fiscal year 2027

GALWAY, Ireland – June 3, 2026 – Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced financial results for its fourth quarter (Q4) and fiscal year 2026 (FY26), which ended April 24, 2026.

Q4 Key Highlights

•Revenue of $9.8 billion, increased 9.9% as reported and 6.6% organic, 90 basis points ahead of Q4 implied guidance

•GAAP diluted EPS of $0.96; non-GAAP diluted EPS of $1.55, ahead of guidance

•Cardiac Ablation Solutions revenue increased 78% globally, including 124% U.S. growth, gaining an additional 8 points of U.S. share

•Cardiovascular grew 10.1%, led by mid-single-digit growth in Cardiac Rhythm Management driven by continued strength across Cardiac Pacing Therapies and

Defibrillation Solutions, including mid-teens growth in Micra™ and a strong OmniaSecure™ U.S. launch

•Medical Surgical reported strong performance, up 5.1%, led by Acute Care & Monitoring and Endoscopy, which were up low-double-digits and high-single-digits, respectively

•Filed submission to U.S. FDA for Hugo™ RAS for the general surgery and gynecologic indications, as well as LigaSure™ RAS vessel sealer; received FDA clearance for ProGrip™ Advanced

•Secured FDA Clearance for Spine, Cranial and ENT indications and CE Mark for Spine and Cranial indications for Stealth AXiS™ Surgical System

•Executed several tuck-in M&A and venture capital transactions to strengthen portfolios, accelerate growth, and expand into high-growth adjacencies: completed CathWorks acquisition in Coronary and Renal Denervation; announced intention to acquire both Scientia Vascular in Neurovascular and SPR Therapeutics in Neuromodulation (in May); entered into agreements with Merit Medical Systems to offer ViaVerte™ system in Neuromodulation; and an investment in Pulnovo Medical in Cardiovascular

•Dividend for Q1 FY27 increased to $0.72 per share, implying annual $2.88 per share; 49th consecutive year of dividend increases

FY26 Key Highlights

•FY26 revenue of $36.4 billion, adjusted revenue of $36.3 billion, increased 8.4% as reported and 5.8% organic

•FY26 GAAP diluted EPS of $3.73 increased 3.3%; non-GAAP diluted EPS of $5.53 increased 0.7%

•FY26 operating margin was flat year-over-year; FY26 non-GAAP operating margin decreased 130 basis points, or 150 basis points constant currency

•FY26 operating profit of $6.467 billion increased 8.6%; FY26 non-GAAP operating profit of $8.856 billion increased 2.4%, and decreased 0.6% constant currency

•FY26 cash from operations of $7.3 billion with free cash flow of $5.4 billion; closed FY26 with $9.2 billion cash and investments

•Company returned $4.2 billion to shareholders in FY26

“Our performance reflects the strongest annual top-line growth Medtronic has delivered in 10 years, powered by disciplined execution across our portfolio and continued operational rigor,” said Geoff Martha, Medtronic chairman and chief executive officer. “These results represent the compounding impact of deliberate choices we’ve made to strengthen our strategy, sharpen execution, and invest in the areas that will drive our future. We saw continued strength in some of our largest businesses like CRM, CST and Surgical, and we are building momentum in our highest growth opportunities, such as Affera, Symplicity, Hugo, Altaviva and Stealth AXiS. Together with the investments we’re making in our pipeline, Medtronic is well positioned to deliver sustained growth and long-term value.”

Q4 Financial Results

Medtronic reported Q4 worldwide revenue of $9.807 billion, an increase of 9.9% as reported and 6.6% on an organic basis. The Q4 FY26 organic revenue growth comparison excludes:

•Other revenue of $34 million in the current year versus $31 million in the prior year

•Revenue from the Dutch Obesity Clinic (NOK) divestiture with no revenue in the current year and $17 million in the prior year

•Foreign exchange benefit of $308 million on the remaining net sales

Q4 revenue included:

•Cardiovascular Portfolio revenue of $3.797 billion increased 13.8% as reported and 10.1% organic, with high-teens increase in Cardiac Rhythm & Heart Failure, low-single digit increase in Structural Heart & Aortic, and low-single digit increase in Coronary & Peripheral Vascular, all on an organic basis

•Neuroscience Portfolio revenue of $2.751 billion increased 5.0% reported and 3.0% organic, with low-single digit increase in Neuromodulation, Cranial & Spinal Technologies, and Specialty Therapies, all on an organic basis

•Medical Surgical Portfolio revenue of $2.388 billion increased 8.0% as reported and 5.1% organic, with low-single digit increase in Surgical & Endoscopy, and low-double-digit increase in Acute Care & Monitoring, all on an organic basis

•Diabetes business revenue of $837 million increased 15.0% as reported and 8.1% organic1

Q4 GAAP operating profit and operating margin were $1.873 billion and 19.1%, respectively, an increase of 30.4% and 300 bps, respectively. As detailed in the financial schedules included at the end of the release, Q4 non-GAAP operating profit and operating margin were $2.500 billion and 25.5%, respectively, an increase of 0.6% and a decrease of 230 basis points, respectively. The operating margin includes impacts of 160 basis points from the MiniMed Blackstone payment and 80 basis points from tariffs.

Q4 GAAP net income and diluted earnings per share (EPS) were $1.243 billion and $0.96, respectively, representing increases of 17.6% and 17.1%, respectively. As detailed in the financial schedules included at the end of this release, Q4 non-GAAP net income and non-GAAP diluted EPS were $1.998 billion and $1.55, respectively, representing decreases of 3.9% and 4.3%, respectively.

FY26 Financial Results

•Medtronic reported FY26 worldwide revenue of $36.364 billion and adjusted revenue of $36.325 billion, an increase of 8.4% as reported and 5.8% on an organic basis. The FY26 organic revenue growth comparison excludes:

◦Other revenue of $174 million in the current year and $48 million in the prior year

◦Revenue from the Dutch Obesity Clinic (NOK) divestiture of $5 million in the current year and $48 million in the prior year; and

◦Foreign exchange benefit of $819 million on the remaining net sales

FY26 GAAP operating profit and operating margin were $6.467 billion and 17.8%, respectively, an increase of 8.6% and flat year-over-year, respectively. As detailed in the financial schedules included at the end of the release, FY26 non-GAAP operating profit and operating margin were $8.856 billion and 24.4%, respectively, an increase of 2.4% and a decrease of 130 basis points, respectively. On a constant currency basis, FY26 non-GAAP operating profit and operating margin decreased 0.6% and 150 basis points, respectively. The operating margin includes impacts of 45 basis points from the MiniMed Blackstone payment and 50 basis points from tariffs.

FY26 GAAP net income and diluted EPS were $4.801 billion and $3.73, respectively, representing increases of 3.0% and 3.3%, respectively. As detailed in the financial schedules included at the end of this release, FY26 non-GAAP net income and non-GAAP diluted EPS were $7.120 billion and $5.53, respectively, representing increases of 0.6% and 0.7%, respectively. Included in FY26 non-GAAP diluted EPS was a $0.15 impact from foreign currency. FY26 non-GAAP diluted EPS on a constant currency basis decreased 2.0%.

FY26 cash from operations of $7.330 billion increased 4.1%. FY26 free cash flow of $5.426 billion increased 4.6%, representing free cash flow conversion from non-GAAP net earnings of 76%.

Dividend Increase

The company today announced that effective June 3, 2026, the Medtronic board of directors approved an increase in Medtronic’s cash dividend for the first quarter of fiscal year 2027, raising the quarterly amount to $0.72 per ordinary share. This would translate into an annual amount of $2.88 per ordinary share. Today's announcement marks the 49th consecutive year of an increase in the dividend payment. The dividend is payable on July 17, 2026, to shareholders of record at the close of business on June 26, 2026.

Guidance

The company is guiding to FY27 organic revenue growth of 6.75% to 7.25%. FY27 organic revenue growth guidance includes the impact of the 53rd week as well as revenue from the Diabetes business for the full fiscal year. Consistent with prior quarters, the organic revenue growth guidance excludes the impact of foreign currency exchange and Other revenue.

The company is guiding to FY27 diluted non-GAAP EPS in the range of $5.90 to $6.00, representing FY27 diluted non-GAAP EPS growth in the range of 6.7% to 8.5%. This guidance includes the benefit of the 53rd week, increased M&A, as well as impacts from tariffs, interest, tax expense, and assumes consolidation of the Diabetes business for the full 12 months of FY27. This guidance also includes an estimated neutral to 1% accretive impact from foreign currency exchange based on recent rates.

“We are pleased to have delivered results ahead of expectations on both revenue and EPS,” said Thierry Piéton, Medtronic chief financial officer. “As we look to FY27, we are entering the year with strong momentum, a resilient operating foundation, and a clear path to deliver durable growth. With a uniquely robust pipeline, our tuck-in M&A and investment strategy activated, and continued financial discipline, we are poised to build on our FY26 performance.”

Video Webcast Information

Medtronic will host a video webcast today, June 3, at 7:45 a.m. EST (6:45 a.m. CST) to provide information about its business for the public, investors, analysts, and news media. This webcast can be accessed by clicking on the Quarterly Earnings icon at investorrelations.medtronic.com, and this earnings release will be archived at news.medtronic.com. Within 24 hours of the webcast, a replay of the webcast and transcript of the company’s prepared remarks will be available by clicking on the Past Events and Presentations link under the News & Events drop-down at investorrelations.medtronic.com.

Financial Schedules

The fourth quarter and full year financial schedules and non-GAAP reconciliations can be viewed by clicking on the Quarterly Earnings link at investorrelations.medtronic.com.

About Medtronic

Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE: MDT), visit www.Medtronic.com and follow on LinkedIn.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including risks related to competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, geopolitical conflicts, changing global trade policies, material acquisition and divestiture transactions, general economic conditions, and other risks and uncertainties described in the company’s periodic reports on file with the U.S. Securities and Exchange Commission including the most recent Annual Report on Form 10-K of the company. In some cases, you can identify these statements by forward-looking words or expressions, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “going to,” “will,” and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements or any

of the information contained in this press release, including to reflect future events or circumstances.

NON-GAAP FINANCIAL MEASURES

This press release contains guidance and financial measures, including adjusted net income, adjusted diluted EPS, and organic revenue, which are considered “non-GAAP” financial measures under applicable SEC rules and regulations. Certain information in this press release also includes calculations or figures that have been prepared internally and have not been reviewed or audited by our independent registered public accounting firm. Use of different methods for preparing, calculating or presenting information may lead to differences and such differences may be material.

Medtronic management believes that non-GAAP financial measures provide information useful to investors in understanding the company’s underlying operational performance and trends and to facilitate comparisons with the performance of other companies in the med tech industry. Non-GAAP net income and diluted EPS exclude the effect of certain charges or gains that contribute to or reduce earnings but that result from transactions or events that management believes may or may not recur with similar materiality or impact to operations in future periods (Non-GAAP Adjustments). Medtronic generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the company and as a basis for strategic planning. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial information prepared in accordance with U.S. generally accepted accounting principles (GAAP), and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies. Management strongly encourages investors to review the company’s consolidated financial statements and publicly filed reports in their entirety. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules accompanying this press release.

Medtronic calculates forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking organic revenue growth guidance excludes the impact of foreign currency fluctuations, revenue in the current and prior year reported as "Other”, as well as significant acquisitions, divestitures, or other significant discrete items. Forward-looking diluted non-GAAP EPS guidance also excludes other potential charges or gains that would be recorded as Non-GAAP Adjustments to earnings during the fiscal year. Medtronic does not attempt to provide reconciliations of forward-looking non-GAAP EPS guidance to projected GAAP EPS guidance because the combined impact and timing of recognition of these potential charges or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In

addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

FINANCIAL COMPARISONS

References to quarterly or annual figures increasing, decreasing, or remaining flat are in comparison to fiscal year 2025, and references to sequential changes are in comparison to the prior fiscal quarter. Unless stated otherwise, quarterly and annual rates and ranges are given on an organic basis. References to organic revenue growth exclude the impact of foreign currency, fourth quarter and full year revenue in the current and prior year reported as "Other”, as well as significant acquisitions, divestitures, or other significant discrete items. Unless stated otherwise, all references to share gains or losses are as of the most recently completed calendar quarter, on a revenue basis, and in comparison, to the same period in the prior year.

TRANSACTION DETAILS

The separation of our Diabetes business is expected to occur through a series of capital markets transactions, which may include a spin-off, split-off, offering, or combination thereof. While an offering and split-off is the company's current preferred separation structure, a final decision has not been reached at this time.

-end-

Contacts:

Justin Paquette

Public Relations

+1-612-271-7935

Ingrid Goldberg

Investor Relations

+1-763-505-2696

________________________

1The Diabetes results presented here may not correspond to the same financial statement information presented by MiniMed Group, Inc. (MiniMed) due to MiniMed’s financials being prepared on a carve out basis through the date of the company’s initial public offering (IPO) and on a standalone basis post IPO.

FINANCIAL SCHEDULES Page

World Wide Revenue

U.S. Revenue

International Revenue

Consolidated Statements of Income

GAAP to Non-GAAP Reconciliations

Consolidated Statements of Cash Flows

MEDTRONIC PLC

WORLD WIDE REVENUE(1)

(Unaudited)

FOURTH QUARTER FISCAL YEAR

REPORTED ORGANIC REPORTED ORGANIC

(in millions) FY26 FY25 Growth

Currency Impact(5)

FY26(6)

FY25(6)

Growth FY26 FY25 Growth

Currency Impact(5)

FY26(7)

FY25(7)

Growth

Cardiovascular $ 3,797 $ 3,336 13.8 % $ 124 $ 3,673 $ 3,336 10.1 % $ 13,976 $ 12,481 12.0 % $ 337 $ 13,639 $ 12,481 9.3 %

Cardiac Rhythm & Heart Failure 2,110 1,733 21.8 62 2,048 1,733 18.2 7,504 6,392 17.4 169 7,335 6,392 14.8

Structural Heart & Aortic 1,002 944 6.2 40 963 944 2.0 3,817 3,554 7.4 111 3,706 3,554 4.3

Coronary & Peripheral Vascular 685 659 4.0 22 663 659 0.6 2,656 2,535 4.8 57 2,598 2,535 2.5

Neuroscience 2,751 2,620 5.0 52 2,699 2,620 3.0 10,287 9,846 4.5 133 10,154 9,846 3.1

Cranial & Spinal Technologies 1,403 1,342 4.6 18 1,385 1,342 3.3 5,222 4,973 5.0 49 5,173 4,973 4.0

Specialty Therapies 806 759 6.2 21 785 759 3.4 2,997 2,940 1.9 49 2,948 2,940 0.3

Neuromodulation 542 520 4.3 13 528 520 1.7 2,068 1,932 7.0 36 2,033 1,932 5.2

Medical Surgical 2,388 2,212 8.0 81 2,306 2,195 5.1 8,815 8,407 4.9 210 8,601 8,359 2.9

Surgical & Endoscopy 1,820 1,709 6.5 69 1,750 1,692 3.5 6,764 6,498 4.1 176 6,585 6,450 2.1

Acute Care & Monitoring 568 503 12.9 12 556 503 10.5 2,051 1,909 7.4 34 2,017 1,909 5.6

Total Reportable Segments 8,936 8,168 9.4 258 8,678 8,151 6.5 33,079 30,734 7.6 680 32,394 30,686 5.6

Diabetes(2)

837 728 15.0 50 787 728 8.1 3,112 2,755 12.9 140 2,972 2,755 7.9

Other(3)

34 31 10.0 — — — — 174 48

NM(4)

4 — — —

TOTAL $ 9,807 $ 8,927 9.9 % $ 308 $ 9,466 $ 8,879 6.6 % $ 36,364 $ 33,537 8.4 % $ 824 $ 35,366 $ 33,441 5.8 %

(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.

(2)The Diabetes results presented here may not correspond to the same financial statement information presented by MiniMed Group, Inc. (MiniMed). The Diabetes Business as reported by Medtronic is prepared on a different basis than standalone Medtronic due to MiniMed’s financials being prepared on a carve out basis through the date of the company’s initial public offering (IPO) and on a standalone basis post IPO.

(3)Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested, and for the year-to-date figures, adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(4)Not meaningful (NM)

(5)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

(6)The three months ended April 24, 2026 excludes $342 million of revenue adjustments related to $34 million of inorganic revenue for the transition activity noted in (2) and $308 million of favorable currency impact on the remaining net sales. The three months ended April 25, 2025 excludes $48 million of revenue adjustments related to $31 million of inorganic revenue for the transition activity noted in (2) and $17 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

(7)The twelve months ended April 24, 2026 excludes $998 million of revenue adjustments, including $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (2), $135 million of inorganic revenue for the transition activity noted in (2), $5 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division, and $819 million of favorable currency impact on the remaining net sales. The twelve months ended April 25, 2025 excludes $96 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2), $137 million of inorganic revenue for the transition activity noted in (2), and $48 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

MEDTRONIC PLC

U.S. REVENUE(1)(2)

(Unaudited)

FOURTH QUARTER FISCAL YEAR

REPORTED ORGANIC REPORTED ORGANIC

(in millions) FY26 FY25

Growth

FY26

FY25

Growth FY26 FY25 Growth

FY26

FY25

Growth

Cardiovascular $ 1,775 $ 1,563 13.6 % $ 1,775 $ 1,563 13.6 % $ 6,435 $ 5,804 10.9 % $ 6,435 $ 5,804 10.9 %

Cardiac Rhythm & Heart Failure 1,105 875 26.3 1,105 875 26.3 3,812 3,184 19.7 3,812 3,184 19.7

Structural Heart & Aortic 387 404 (4.0) 387 404 (4.0) 1,515 1,532 (1.1) 1,515 1,532 (1.1)

Coronary & Peripheral Vascular 282 284 (0.6) 282 284 (0.6) 1,107 1,088 1.7 1,107 1,088 1.7

Neuroscience

1,812 1,782 1.7 1,812 1,782 1.7 6,875 6,713 2.4 6,875 6,713 2.4

Cranial & Spinal Technologies 1,031 999 3.2 1,031 999 3.2 3,864 3,723 3.8 3,864 3,723 3.8

Specialty Therapies 431 431 — 431 431 — 1,635 1,666 (1.9) 1,635 1,666 (1.9)

Neuromodulation 350 352 (0.6) 350 352 (0.6) 1,376 1,324 3.9 1,376 1,324 3.9

Medical Surgical 1,021 946 8.0 1,021 946 8.0 3,778 3,664 3.1 3,778 3,664 3.1

Surgical & Endoscopy 694 668 3.9 694 668 3.9 2,614 2,595 0.7 2,614 2,595 0.7

Acute Care & Monitoring 328 278 17.9 328 278 17.9 1,164 1,068 9.0 1,164 1,068 9.0

Total Reportable Segments 4,609 4,291 7.4 4,609 4,291 7.4 17,088 16,181 5.6 17,088 16,181 5.6

Diabetes(3)

239 240 (0.2) 239 240 (0.2) 934 923 1.2 934 923 1.2

Other(4)

21 17 27.6 — — — 81 68 19.4 — — —

TOTAL $ 4,869 $ 4,547 7.1 % $ 4,848 $ 4,530 7.0 % $ 18,103 $ 17,171 5.4 % $ 18,022 $ 17,104 5.4 %

(1)U.S. includes the United States and U.S. territories.

(2)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.

(3)The Diabetes results presented here may not correspond to the same financial statement information presented by MiniMed Group, Inc. (MiniMed). The Diabetes Business as reported by Medtronic is prepared on a different basis than standalone Medtronic due to MiniMed’s financials being prepared on a carve out basis through the date of the company’s initial public offering (IPO) and on a standalone basis post IPO.

(4)Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested.

MEDTRONIC PLC

INTERNATIONAL REVENUE(1)

(Unaudited)

FOURTH QUARTER FISCAL YEAR

REPORTED ORGANIC REPORTED ORGANIC

(in millions) FY26 FY25 Growth

Currency Impact(5)

FY26(6)

FY25(6)

Growth FY26 FY25 Growth

Currency Impact(5)

FY26(7)

FY25(7)

Growth

Cardiovascular $ 2,023 $ 1,773 14.1 % $ 124 $ 1,898 $ 1,773 7.1 % $ 7,541 $ 6,677 12.9 % $ 337 $ 7,204 $ 6,677 7.9 %

Cardiac Rhythm & Heart Failure 1,005 858 17.1 62 943 858 9.9 3,691 3,208 15.1 169 3,522 3,208 9.8

Structural Heart & Aortic 615 541 13.8 40 575 541 6.4 2,301 2,022 13.8 111 2,190 2,022 8.3

Coronary & Peripheral Vascular 403 375 7.5 22 380 375 1.6 1,549 1,447 7.0 57 1,491 1,447 3.1

Neuroscience 938 838 12.0 52 886 838 5.8 3,412 3,133 8.9 133 3,279 3,133 4.7

Cranial & Spinal Technologies 372 343 8.6 18 354 343 3.3 1,358 1,250 8.6 49 1,309 1,250 4.7

Specialty Therapies 374 328 14.3 21 354 328 8.0 1,362 1,274 6.9 49 1,313 1,274 3.1

Neuromodulation 191 167 14.5 13 178 167 6.5 692 608 13.8 36 656 608 7.9

Medical Surgical 1,366 1,266 7.9 81 1,285 1,249 2.9 5,037 4,744 6.2 210 4,823 4,695 2.7

Surgical & Endoscopy 1,126 1,041 8.2 69 1,057 1,024 3.2 4,151 3,903 6.3 176 3,971 3,855 3.0

Acute Care & Monitoring 240 225 6.8 12 228 225 1.4 887 841 5.5 34 853 841 1.4

Total Reportable Segments 4,327 3,877 11.6 258 4,069 3,860 5.4 15,991 14,553 9.9 680 15,306 14,505 5.5

Diabetes(2)

598 489 22.4 50 548 489 12.2 2,178 1,832 18.9 140 2,038 1,832 11.2

Other(3)

13 14 (10.4) — — — — 93 (20)

NM(4)

4 — — —

TOTAL $ 4,938 $ 4,380 12.8 % $ 308 $ 4,618 $ 4,348 6.2 % $ 18,261 $ 16,365 11.6 % $ 824 $ 17,344 $ 16,337 6.2 %

(3)Includes the historical operations and ongoing transition agreements from businesses the Company has exited and divested and for the year-to-date figures, adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(4)Not meaningful (NM)

(5)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

(6)The three months ended April 24, 2026 excludes $321 million of revenue adjustments, including $13 million of inorganic revenue for the transition activity noted in (2) and $308 million of favorable currency impact on the remaining net sales. The three months ended April 25, 2025 excludes $31 million of revenue adjustments related to $14 million of inorganic revenue for the transition activity noted in (2) and $17 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

(7)The twelve months ended April 24, 2026 excludes $917 million of revenue adjustments, including $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (2), $54 million of inorganic revenue for the transition activity noted in (2), $5 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division, and $819 million of favorable currency impact on the remaining net sales. The twelve months ended April 25, 2025 excludes $28 million of revenue adjustments related to $90 million of incremental Italian payback accruals further described in note (2), $70 million of inorganic revenue for the transition activity noted in (2), and $48 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three months ended Fiscal year ended

(in millions, except per share data) April 24, 2026 April 25, 2025 April 24, 2026 April 25, 2025

Net sales $ 9,807 $ 8,927 $ 36,364 $ 33,537

Costs and expenses:

Cost of products sold, excluding amortization of intangible assets 3,398 3,147 12,721 11,632

Research and development expense 671 684 2,873 2,732

Selling, general, and administrative expense 3,056 2,721 11,784 10,849

Amortization of intangible assets 409 564 1,772 1,807

Restructuring charges, net 118 147 249 267

Certain litigation charges, net 23 214 113 317

Other operating expense (income), net 260 15 386 (23)

Operating profit 1,873 1,436 6,467 5,955

Other non-operating expense (income), net (138) 1 (384) (402)

Interest expense, net 176 174 715 729

Income before income taxes 1,834 1,261 6,136 5,628

Income tax provision 575 199 1,299 936

Net income 1,259 1,061 4,837 4,691

Net income attributable to noncontrolling interests (16) (5) (37) (29)

Net income attributable to Medtronic $ 1,243 $ 1,057 $ 4,801 $ 4,662

Basic earnings per share $ 0.97 $ 0.82 $ 3.75 $ 3.63

Diluted earnings per share $ 0.96 $ 0.82 $ 3.73 $ 3.61

Basic weighted average shares outstanding 1,281.5 1,282.3 1,281.8 1,285.6

Diluted weighted average shares outstanding 1,288.2 1,287.7 1,288.1 1,289.9

The data in the schedule above has been intentionally rounded to the nearest million, and therefore, the quarterly amounts may not sum to the fiscal year-to-date amounts.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Three months ended April 24, 2026

(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted EPS Effective Tax Rate

GAAP $ 9,807 $ 3,398 65.4 % $ 1,873 19.1 % $ 1,834 $ 1,243 $ 0.96 31.3 %

Non-GAAP adjustments:

Amortization of intangible assets — — — 409 4.2 409 334 0.26 18.3

Restructuring and associated costs(2)

— — — 118 1.2 118 88 0.07 26.0

Acquisition and divestiture-related items(3)

— (5) 0.1 77 0.8 77 64 0.05 17.7

Certain litigation charges, net — — — 23 0.2 23 17 0.01 27.3

(Gain)/loss on minority investments(4)

— — — — — (15) (7) (0.01) 50.0

Certain tax adjustments, net(5)

— — — — — — 259 0.20 —

Non-GAAP $ 9,807 $ 3,392 65.4 % $ 2,500 25.5 % $ 2,447 $ 1,998 $ 1.55 17.7 %

Currency impact (308) (28) (0.8) (91) (0.1) (0.05)

Currency Adjusted $ 9,499 $ 3,364 64.6 % $ 2,409 25.4 % $ 1.50

Three months ended April 25, 2025

GAAP $ 8,927 $ 3,147 64.7 % $ 1,436 16.1 % $ 1,261 $ 1,057 $ 0.82 15.8 %

Non-GAAP adjustments:

Amortization of intangible assets(6)

— — — 564 6.3 564 455 0.35 19.3

Restructuring and associated costs(2)

— (2) — 149 1.7 149 114 0.09 23.5

Acquisition and divestiture-related items(3)

— (21) 0.2 109 1.2 109 97 0.08 11.0

Certain litigation charges, net — — — 214 2.4 214 163 0.13 23.4

(Gain)/loss on minority investments(4)

— — — — — 172 170 0.13 0.6

Medical device regulations(7)

— (10) 0.1 14 0.2 14 12 0.01 21.4

Certain tax adjustments, net — — — — — — 13 0.01 —

Non-GAAP $ 8,927 $ 3,113 65.1 % $ 2,486 27.8 % $ 2,483 $ 2,080 $ 1.62 16.0 %

See description of non-GAAP financial measures contained in the press release dated June 3, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.

(2)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(3)The charges primarily include business combination costs, changes in fair value of contingent consideration, and exit of business-related charges. Exit of business-related charges primarily relate to the impending separation of the Diabetes Business, and for the three months ended April 24, 2026, costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(4)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(5)The net charges primarily relates to the impact of an intercompany sale of intellectual property, the net tax charge as a result of the separation of the Diabetes Business, and amortization of previously established deferred tax assets arising from intercompany intellectual property transactions.

(6)The Company recognized $151 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

(7)The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Fiscal year ended April 24, 2026

GAAP $ 36,364 $ 12,721 65.0 % $ 6,467 17.8 % $ 6,136 $ 4,801 $ 3.73 21.2 %

Non-GAAP adjustments:

Amortization of intangible assets(2)

— — — 1,772 4.9 1,772 1,444 1.12 18.6

Restructuring and associated costs(3)

— (106) 0.3 370 1.0 370 290 0.23 21.6

Acquisition and divestiture-related items(4)

— (27) — 173 0.5 173 137 0.11 21.4

Certain litigation charges, net — — — 113 0.3 113 89 0.07 20.4

(Gain)/loss on minority investments(5)

— — — — — 131 130 0.10 —

Other(6)

(39) — — (39) (0.1) (39) (30) (0.02) 20.5

Certain tax adjustments, net(7)

— — — — — — 260 0.20 —

Non-GAAP $ 36,325 $ 12,589 65.3 % $ 8,856 24.4 % $ 8,656 $ 7,120 $ 5.53 17.3 %

Currency impact (821) (76) (0.6) (262) (0.2) (0.15)

Currency Adjusted $ 35,504 $ 12,512 64.8 % $ 8,594 24.2 % $ 5.38

Fiscal year ended April 25, 2025

GAAP $ 33,537 $ 11,632 65.3 % $ 5,955 17.8 % $ 5,628 $ 4,662 $ 3.61 16.6 %

Non-GAAP adjustments:

Amortization of intangible assets(2)

— — — 1,807 5.3 1,807 1,471 1.14 18.5

Restructuring and associated costs(3)

— (26) 0.1 303 0.9 303 238 0.18 21.5

Acquisition and divestiture-related items(4)

— (38) 0.1 124 0.4 124 101 0.08 18.5

Certain litigation charges, net — — — 317 0.9 317 249 0.19 21.5

(Gain)/loss on minority investments(5)

— — — — — 213 185 0.14 12.2

Medical device regulations(8)

— (38) 0.1 52 0.2 52 42 0.03 19.2

Other(6)

90 — 0.2 90 0.3 90 70 0.05 22.2

Certain tax adjustments, net(7)

— — — — — — 62 0.05 —

Non-GAAP $ 33,627 $ 11,530 65.7 % $ 8,648 25.7 % $ 8,533 $ 7,079 $ 5.49 16.7 %

See description of non-GAAP financial measures contained in the press release dated June 3, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.

(2)The Company recognized $121 million and $151 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio for the fiscal year ended April 24, 2026 and April 25, 2025, respectively.

(3)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(4)The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and gains related to certain business or asset sales. Exit of business-related charges primarily relate to the impending separation of the Diabetes Business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(5)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(6)Reflects adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(7)The net charges for the fiscal year ended April 24, 2026 primarily relates to the impact of an intercompany sale of intellectual property, the net tax charge as a result of the separation of the Diabetes Business, and amortization of previously established deferred tax assets arising from intercompany intellectual property transactions, which were partially offset by a tax benefit recognized due to a change in estimate of accrued interest on uncertain tax positions. The charges for the fiscal year ended April 25, 2025 primarily includes amortization of previously established deferred tax assets from intercompany intellectual property transactions.

(8)The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Three months ended April 24, 2026

(in millions) Net Sales SG&A Expense SG&A Expense as a % of Net Sales R&D Expense R&D Expense as a % of Net Sales Other Operating Expense (Income), net Other Operating Exp./(Inc.), net as a % of Net Sales Other Non-Operating Expense (Income), net

GAAP $ 9,807 $ 3,056 31.2 % $ 671 6.8 % $ 260 2.7 % $ (138)

Non-GAAP adjustments:

Acquisition and divestiture-related items(2)

— (67) (0.7) (1) — (3) — —

(Gain)/loss on minority investments(3)

— — — — — — — 15

Non-GAAP $ 9,807 $ 2,989 30.5 % $ 670 6.8 % $ 257 2.6 % $ (123)

Fiscal year ended April 24, 2026

GAAP $ 36,364 $ 11,784 32.4 % $ 2,873 7.9 % $ 386 1.1 % $ (384)

Non-GAAP adjustments:

Restructuring and associated costs(4)

— (15) — — — — — —

Acquisition and divestiture-related items(2)

— (164) (0.5) (1) — 18 — —

Other(5)

(39) — — — — — — —

(Gain)/loss on minority investments(3)

— — — — — — — (131)

Non-GAAP $ 36,325 $ 11,605 31.9 % $ 2,872 7.9 % $ 404 1.1 % $ (515)

See description of non-GAAP financial measures contained in the press release dated June 3, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

(2)The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and for the fiscal year ended April 24, 2026, gains related to certain business or asset sales. Exit of business-related charges primarily relate to the impending separation of the Diabetes Business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(3)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(4)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(5)Reflects adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Fiscal Year

(in millions) 2026 2025 2024

Net cash provided by operating activities $ 7,330 $ 7,044 $ 6,787

Additions to property, plant, and equipment (1,904) (1,859) (1,587)

Free Cash Flow(2)

$ 5,426 $ 5,185 $ 5,200

See description of non-GAAP financial measures contained in the press release dated June 3, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million, and therefore, may not sum.

(2)Free cash flow represents operating cash flows less property, plant, and equipment additions.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Fiscal Year

(in millions) 2026 2025 2024

Operating Activities:

Net income $ 4,837 $ 4,691 $ 3,705

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 2,958 2,861 2,647

Provision for credit losses 136 123 90

Deferred income taxes 51 (316) (508)

Stock-based compensation 457 429 393

Asset impairments and related inventory write-downs — — 371

Other, net 314 310 573

Change in operating assets and liabilities, net of acquisitions and divestitures:

Accounts receivable, net (200) (433) (391)

Inventories (404) (292) (139)

Accounts payable and accrued liabilities 46 209 391

Other operating assets and liabilities (865) (538) (345)

Net cash provided by operating activities 7,330 7,044 6,787

Investing Activities:

Acquisitions, net of cash acquired (406) (98) (211)

Additions to property, plant, and equipment (1,904) (1,859) (1,587)

Purchases of investments (8,725) (8,226) (7,748)

Sales and maturities of investments 8,105 8,495 7,441

Other investing activities, net (4) (249) (261)

Net cash used in investing activities (2,934) (1,937) (2,366)

Financing Activities:

Change in current debt obligations, net 9 (1,070) 1,073

Issuance of long-term debt 1,747 3,209 —

Payments on long-term debt (2,930) — —

Dividends to shareholders (3,639) (3,589) (3,666)

Issuance of ordinary shares 516 508 284

Repurchase of ordinary shares (1,035) (3,235) (2,138)

Proceeds from MiniMed initial public offering 538 — —

Other financing activities, net 44 (184) (3)

Net cash used in financing activities (4,751) (4,361) (4,450)

Effect of exchange rate changes on cash and cash equivalents 85 188 (230)

Net change in cash and cash equivalents (269) 934 (259)

Cash and cash equivalents at beginning of period 2,218 1,284 1,543

Cash and cash equivalents at end of period $ 1,949 $ 2,218 $ 1,284

Supplemental Cash Flow Information

Cash paid for:

Income taxes $ 1,942 $ 1,819 $ 1,622

Interest 774 762 826

The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

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v3.26.1

Cover

Jun. 03, 2026

Entity Information [Line Items]

Document Type

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Jun. 03, 2026

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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