Form 8-K

8-K — MiniMed Group, Inc.

Accession: 0001104659-26-116441

Filed: 2026-10-16

Period: 2026-10-15

CIK: 0002062583

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2627653d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2627653d1_ex99-1.htm)

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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):

October 15, 2026

MiniMed

Group, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-43183

33-3985981

(State

or other jurisdiction of incorporation)

(Commission

File Number)

(IRS

Employer Identification No.)

18000

Devonshire St.

Northridge,

CA 91325

(Address of principal executive offices) (Zip

Code)

(763)

514-4000

(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 exchange on which registered

Common

Stock, $0.01 par value

MMED

The

Nasdaq Stock Market LLC

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 5.01

Changes in Control of Registrant.

On October 15, 2026, the previously announced

exchange offer (the “Exchange Offer”) of up to an aggregate of 252,813,348 newly issued shares of common stock of MiniMed

Group, Inc. (“MiniMed” or the “Company”) in exchange for outstanding ordinary shares of Medtronic plc (“Medtronic”)

was completed. The Exchange Offer is described in a registration statement on Form S-4 (File No. 333-298914) originally filed by MiniMed

with the Securities and Exchange Commission (the “SEC”) on September 14, 2026, including in a final prospectus filed by MiniMed

with the SEC on October 5, 2026.

According to the final results announced by Medtronic,

Medtronic accepted an aggregate of 55,032,401 Medtronic ordinary shares from its shareholders in the Exchange Offer in exchange for 252,813,348

shares of MiniMed common stock. As a result, Medtronic no longer owns any shares of common stock of MiniMed.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

Director Resignations

In connection with the completion of the Exchange

Offer, Linnea Burman, Scott Cundy, Laura Mauri, and Matthew R. Walter each resigned from MiniMed’s Board of Directors (the “Board”),

effective October 15, 2026 (the “Resignations”). None of the Resignations are the result of any disagreement with management

or the Board related to MiniMed’s operations, policies or practices.

Director Appointment

In connection with the Resignations, on October

15, 2026, the Board decreased the size of the Board from 11 to eight and appointed Amy Bricker to serve as a director of the Board to

fill the resulting vacancy, effective October 15, 2026.

Ms. Bricker will serve as a Class II director

whose term expires at the 2027 annual meeting of stockholders and will be a member of the Board’s Nominating and Corporate Governance

Committee.

Ms. Bricker currently serves as Executive Vice

President, Chief Enterprise Pharmacy Officer of Walgreen Co., a role she has held since 2025. Prior to joining Walgreen Co., Ms. Bricker

was employed at different healthcare organizations, including CVS Health Corporation (NYSE: CVS) from 2023 to 2024, and Express Scripts

(NYSE: CI) from 2010 to 2023, including as President from 2020 to 2023. Ms. Bricker holds a B.S. from the University of Health Sciences

and Pharmacy in St. Louis.

The Board has determined that Ms. Bricker is

“independent” in accordance with the rules of The Nasdaq Stock Market LLC, the SEC, and MiniMed’s corporate governance

guidelines. Ms. Bricker does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation

S-K, and there is no arrangement or understanding pursuant to which she was selected as a director of the Board.

On October 15, 2026, the Board amended the MiniMed

Group, Inc. Non-Employee Director Compensation Policy (the “Amended Director Compensation Policy”), to provide for a pro-rated

annual grant of restricted stock units to individuals who become non-employee directors of the Company between annual shareholder meetings

(whether pursuant to their appointment as a director who is not an employee of the Company, its subsidiaries or affiliates or due to

a director ceasing to be an employee of the Company, its subsidiaries or affiliates). The foregoing description of the Amended Director

Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director

Compensation Policy, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal

quarter ending October 30, 2026.

Ms. Bricker’s compensation for service as

a director will be consistent with the compensation paid to other non-employee directors of MiniMed as described in the Amended Director

Compensation Policy.

Item 7.01

Regulation FD Disclosure.

On October 15, 2026, MiniMed issued a press release

announcing the completion of the Exchange Offer. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form

8-K and is incorporated by reference herein.

The information contained under Item 7.01 in

this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

99.1

Press Release dated October 15, 2026.

104

Cover Page Interactive Data File (embedded within 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.

MiniMed Group, Inc.

Date: October 16, 2026

By:

/s/ Bryan F. Kelly

Name:

Bryan F. Kelly

Title:

Senior

Counsel, Securities & Corporate Governance, Assistant Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627653d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

MiniMed Completes

Separation from Medtronic

NORTHRIDGE, Calif., October 15, 2026

– MiniMed (Nasdaq: MMED) today announced the completion of its separation from Medtronic plc (“Medtronic”; NYSE: MDT),

marking its first day as a fully independent company.

“Today marks the completion of

our separation from Medtronic and a significant milestone for MiniMed,” said Que Dallara, Chief Executive Officer of MiniMed. “We

are grateful to Medtronic for its partnership and support in reaching this point. As an independent company, we have the freedom to make

the decisions we believe are right for our business and the people we serve, and the responsibility to see those decisions through. Our

focus now is to put that independence to work and continue advancing what is possible in diabetes care.”

As separately announced yesterday, Medtronic

accepted an aggregate of 55,032,401 Medtronic ordinary shares in exchange for 252,813,348 shares of MiniMed common stock. As a result,

Medtronic no longer holds an equity stake in MiniMed. The exchange offer was 5.4x subscribed.

Full details of the results of the exchange

offer are available in a separate press release issued yesterday by Medtronic. The exchange agent will promptly credit newly issued shares

of MiniMed common stock in book-entry form to accounts maintained by the MiniMed transfer agent for tendering shareholders whose Medtronic

ordinary shares were accepted in the exchange offer. Checks in lieu of fractional shares of MiniMed common stock will be delivered after

the exchange agent has aggregated all fractional shares and sold them in the open market.

About MiniMed

MiniMed is a global leader in insulin

delivery, constantly advancing therapies that support people with diabetes in 80 countries. Our full-stack, integrated ecosystem, including

our insulin delivery systems, CGMs, algorithms, and easy-to-use app experience, is designed to work seamlessly together, supported by

white-glove, wrap-around service. For over 40 years, we’ve pioneered therapies people can rely on by anticipating needs, reducing

burden, and helping make life with diabetes easier. Our mission is to make every day a better day for people with diabetes.

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 the expected effects on Medtronic and MiniMed of the exchange offer, the anticipated benefits of the exchange

offer, Medtronic’s and MiniMed’s anticipated financial results, all other statements in this communication that are not historical

facts, and other risks and uncertainties described in Medtronic’s and MiniMed’s periodic reports on file with the SEC including

their most recent respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, the Registration Statement on Form S-4 filed

by MiniMed in connection with the exchange offer, including the Prospectus forming a part thereof, the Schedule TO, and other exchange

offer documents filed by Medtronic or MiniMed, as applicable, with the SEC. 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. MiniMed undertakes no obligation to update forward-looking statements or any of the information contained in

this press release.

Contacts:

Ryan Weispfenning

Investor Relations

+1-763-505-4626

Ashley Patterson

Communications

+1-818-576-3025

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