Form DEF 14A MiniMed Group, Inc. For: Oct 09

☒ Filed by the Registrant

 ☐ Filed by a Party other than the Registrant

Check the appropriate box:

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

We invite you to attend our 2026 Annual Meeting of Stockholders (“Annual Meeting”) on Friday, October 9, 2026, at 9:00 a.m., Pacific Time, which will be held in virtual-only format at www.virtualshareholder meeting.com/MMED2026. You will not be able to attend the Annual Meeting in person.

Each director nominated in Proposal 1 needs a plurality of the votes cast with respect to that director’s election to be elected. Proposals 2, 3 and 4 above require the affirmative vote of the holders of a majority of the voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote to be approved. All proposals are more fully described in this proxy statement.

Stockholders of record and beneficial owners at the close of business on August 11, 2026, will be entitled to vote at the meeting.

As permitted by the Securities and Exchange Commission, we are making this proxy statement and the Company’s annual report to stockholders available to our stockholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual Meeting and reduces costs significantly. The Notice Regarding Internet Availability of Proxy Materials (the “Notice”) contains instructions on how you can access the proxy materials and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the Notice. This Notice will be sent to stockholders on or about August 21, 2026, and will provide instructions on how you may access and review the proxy materials on the Internet and how to vote.

Only stockholders of record and beneficial owners holding our shares as of the close of business on August 11, 2026 are entitled to attend and vote at the Annual Meeting and any postponement or adjournment thereof. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. Please see page 80 for additional information regarding how to attend the virtual meeting and how to vote your shares. This Proxy Statement provides information that you should consider when you vote your shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 9, 2026: This proxy statement, and the Company’s 2026 Annual Report to Stockholders for the year ended April 24, 2026, are available at www.proxyvote.com.

This proxy statement contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on the Company’s beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in MiniMed’s periodic reports on file with the U.S. Securities and Exchange Commission. The forward-looking statements speak only as of the date of this proxy statement and undue reliance should not be placed on these statements. The Company disclaims any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

None of the statements on our websites or reports referenced herein, or any other websites or reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement.

This summary highlights information described in more detail elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

MiniMed is a scaled global medical technology company that develops, manufactures, and markets a comprehensive suite of solutions for the management of diabetes. MiniMed was the first player in the market to commercialize all parts of an integrated diabetes management system. For more than 40 years, MiniMed has pioneered groundbreaking innovation and served the needs of its customers across the globe in service of its mission to make every day a better day for people with diabetes.

Historically, MiniMed operated as Medtronic plc’s (“Medtronic”) global diabetes business (the “Diabetes Business”). In May 2025, Medtronic announced its intention to separate its Diabetes Business (also referred to as the “Diabetes Operating Unit”). In March 2026, MiniMed closed the initial public offering of shares of its common stock, par value $0.01 per share (“Common Stock”) and separated from Medtronic (the “Separation”). Since the initial public offering, shares of MiniMed’s Common Stock have been listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MMED”, and MiniMed has operated as a standalone public company with Medtronic continuing to own approximately 90% of the outstanding shares of its Common Stock. As part of the Separation, MiniMed entered into a series of agreements with Medtronic that govern the allocation of assets and liabilities and provide for certain transitional and ongoing services, including manufacturing, information technology, and other support services for a limited period following the Separation. Medtronic previously informed its shareholders that it intends to make a generally tax-free transaction by distributing to its shareholders of all or a portion of its remaining equity interest in MiniMed, which may be structured as a split-off, in which Medtronic would effect an exchange of Medtronic shares for shares of MiniMed’s Common Stock, or a spin-off, in which Medtronic would make a pro rata distribution of MiniMed’s Common Stock to all Medtronic shareholders, or any combination thereof (the “Divestment”). Medtronic has no obligation to pursue or consummate any further dispositions of its equity interest in MiniMed, including through the Divestment, by any specified date or at all. Further, in this proxy statement, the “Divestment Date” refers to the date that Medtronic ceases to control MiniMed.

The Company encourages you to review the questions and answers about the Annual Meeting and voting beginning on page 80 to learn more about the rules and procedures surrounding the proxy and Annual Meeting process, as well as the business to be conducted at the Annual Meeting.

The following table sets forth, as of August 11, 2026, the name, age, and position of each Class I director nominee standing for election at the Annual Meeting:

The following table sets forth, as of August 11, 2026, the name, age, and position of each Class II and Class III director of MiniMed:

Under our second amended and restated certificate of incorporation, the Board of Directors (the “Board”) is divided into three classes. Only one class of directors is elected in each year, and each class serves a three-year term (except for those directors (i) appointed prior to the Company’s first annual meeting of stockholders or (ii) to fill a vacancy (including with respect to a newly created directorship)). David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks serve as Class I directors whose terms expire at this Annual Meeting. Linnea Burman, Scott Cundy, Laura Mauri, and Matt Walter serve as Class II directors whose terms expire at the 2027 annual meeting of stockholders. Que Dallara, Glenn Eisenberg, and Bob Hopkins serve as Class III directors whose terms expire at the 2028 annual meeting of stockholders. Each director will hold office until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal.

Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of Class I director nominees, each for a three-year term expiring at the Company’s 2029 annual meeting of stockholders: David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks. Action will be taken at this Annual Meeting for the election of these director nominees.

It is intended that the proxies that are properly completed and timely delivered will be voted by the proxy holders in favor of the election of David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks, except where proxies bear contrary instructions. In the event that these director nominees should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for a substitute or substitutes.

The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of MiniMed’s equity securities is shown under “Share Ownership Information” below.

Mr. Endicott’s qualifications to serve on MiniMed’s Board include his extensive executive leadership experience in the global medical device industry, his expertise in building and scaling healthcare businesses across international markets, and his public company board experience at Alcon, Inc.

Mr. Grossman’s qualifications to serve on MiniMed’s Board include nearly 40 years of experience with medical devices and supplies, including as Chief Executive Officer of publicly held medical device and technology companies. Mr. Grossman brings to MiniMed’s Board his executive and board leadership experience, as well as operational and strategic planning expertise in the healthcare industry. Mr. Grossman’s variety of experiences, including in private equity, public and private company boards, and public company executive roles, make him a valuable member of MiniMed’s Board.

Mr. Lofton’s qualifications to serve on MiniMed’s Board include his nationally recognized status in healthcare administration and over 40 years of executive experience in the healthcare industry as a senior level executive in hospital administration. His long and broad experience leading healthcare provider organizations and his ability to successfully navigate evolving commercial, regulatory, and public policy changes over time provide MiniMed’s Board with valuable perspective and insights.

Mr. Wicks’ qualifications to serve on MiniMed’s Board include his financial, executive, and business relations experience in the healthcare industry. Mr. Wicks’ experience leading significant growth initiatives and strategic acquisitions at Optum, in addition to his board, audit committee, and compensation committee experience, make him a valuable addition to MiniMed’s Board.

Directors are elected by a plurality of the votes cast for the election of each director at the Annual Meeting.

In addition to the directors nominated for election at the Annual Meeting, the directors listed below currently serve on our Board.

Ms. Burman’s qualifications to serve on MiniMed’s Board include her deep operational and commercial leadership experience across multiple segments of the medical technology industry, her expertise in building and scaling medical device businesses across global markets, and her extensive tenure in senior management at Medtronic plc.

Dr. Mauri’s qualifications to serve on MiniMed’s Board include her distinguished career as an interventional cardiologist and internationally recognized clinical investigator, in addition to eight years of experience leading Medtronic’s scientific, medical, clinical research, and regulatory affairs functions. Dr. Mauri’s record of academic and executive leadership, in addition to her medical and scientific expertise, make her a valuable member of MiniMed’s Board.

Mr. Cundy’s qualifications to serve on MiniMed’s Board include deep expertise in product development, quality, engineering, and regulatory affairs, and experience as a proven change agent known for fostering collaboration, driving accountability, and navigating complex challenges with integrity.

Mr. Walter’s qualifications to serve on MiniMed’s Board include his experience in talent and human capital management, including over ten years serving in leadership capacities at Medtronic. Mr. Walter provides MiniMed’s Board with valuable insight into MiniMed’s talent, culture, and organization strategies.

Ms. Dallara’s qualifications to serve on MiniMed’s Board include her deep understanding of the diabetes industry, extensive operational and strategic leadership experience, and strong track record of success leading the Diabetes Operating Unit at Medtronic.

Mr. Eisenberg’s qualifications to serve on MiniMed’s Board include his long history as a public company executive which provides MiniMed’s Board with significant operational and financial expertise. Mr. Eisenberg also brings to MiniMed’s Board strong audit committee expertise and valuable experience in portfolio optimization.

Mr. Hopkins’ qualifications to serve on MiniMed’s Board include his nearly 30-year career in finance and equity research, his specific expertise in the medical technology industry, as well as his strategic leadership experience at Medtronic, which make him a valuable member of MiniMed’s Board.

MiniMed’s Board has adopted MiniMed Corporate Governance Guidelines describing MiniMed’s corporate governance practices, policies, and framework. The MiniMed Corporate Governance Guidelines have been published on the Governance section of MiniMed’s website at www.minimed.com/en-us/governance. These materials are also available in print to any MiniMed stockholder upon request. From time to time, MiniMed’s Board reviews and updates this document as it deems necessary and appropriate to keep abreast of governance regulations.

MiniMed has availed itself of the “controlled company” exemption under the corporate governance rules of Nasdaq. Accordingly, MiniMed is not required to have a majority of “independent directors” on its board of directors as defined under the rules of Nasdaq, nor is it required to have a compensation committee or nominating and corporate governance committee composed entirely of independent directors.

The “controlled company” exemption does not modify the independence requirements for the Audit Committee, and MiniMed complies with the applicable requirements of the Exchange Act and Nasdaq, which require that the Audit Committee be composed of (1) at least one independent director upon listing, (2) a majority of independent directors within 90 days of listing, and (3) exclusively independent directors within one year of listing. Since its initial public offering, MiniMed’s Audit Committee has been composed of three independent directors, each of whom qualifies as an “audit committee financial expert” as defined under the rules of the Securities and Exchange Commission (the “SEC”).

MiniMed’s business and affairs are managed under the direction of MiniMed’s Board. MiniMed’s second amended and restated certificate of incorporation provides that the number of directors will be fixed from time to time by MiniMed’s Board, which currently consists of eleven directors.

MiniMed’s Board is divided into three classes, denominated as Class I, Class II, and Class III. Members of each class will hold office for staggered three-year terms. At each annual meeting of stockholders beginning in 2026, the successors to the directors whose term expires at that meeting will be elected to serve until the third annual meeting after their election or until their successors have been elected and qualified. David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks serve as Class I directors whose terms expire at this Annual Meeting. Linnea Burman, Scott Cundy, Laura Mauri, and Matt Walter serve as Class II directors whose terms expire at the 2027 annual meeting of stockholders. Que Dallara, Glenn Eisenberg, and Bob Hopkins serve as Class III directors whose terms expire at the 2028 annual meeting of stockholders. Each director will hold office until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Pursuant to the Company's Corporate Governance Guidelines, directors will generally retire from the Board at the annual meeting of stockholders immediately following the earlier of their 75th birthday or the 15-year anniversary of their initial election to the Board by stockholders.

Pursuant to the Company’s Corporate Governance Guidelines, the Board does not have a firm policy as to whether the position of Chair of the Board (the “Chair”) and the position of Chief Executive Officer (the “CEO”) should be separate and reserves the freedom to decide what is in the best interest of the Company at any point in time.

The Board requires that one of the independent directors serve in a position of leadership for the rest of the non-management directors. If at any time the CEO and Chair roles are combined or if the Chair is not otherwise an independent director, the Board annually will elect a lead independent director (the “Lead Independent Director”).

Kevin E. Lofton, an independent director, currently serves as Chair of the Board, and Que Dallara serves as the Company’s Chief Executive Officer. Because Mr. Lofton serves as an independent director, his duties as Chair include both the duties of the Chair and those of the Lead Independent Director.

Mr. Lofton’s duties include:

The Board was not fully constituted until the Separation. Following the Separation, in fiscal year 2026, the Board held one regular meeting. The Board regularly meets in executive session, with no members of management present. The independent directors of the Board also meet in executive session with no members of management present. Each of the committees of the Board also meets regularly in executive session.

Pursuant to the Company’s Corporate Governance Guidelines, the Board conducts an annual self-evaluation to assess its performance as well as the performance of its standing committees and members. The Nominating and Corporate Governance Committee is responsible for coordinating and overseeing this process, in coordination with the Chair.

MiniMed believes that self-evaluation and feedback are important tools for improvement and the continued effectiveness of the Board and Committees, and as a result, the Company.

The Board is responsible for risk oversight and the overall management of risk. In connection with these responsibilities, it considers risks when reviewing MiniMed’s strategic plan, financial results, merger and acquisition-related activities, legal and regulatory matters, and MiniMed’s public filings with the SEC. MiniMed’s Board’s oversight of risk management also includes full and open communications with MiniMed management to review the adequacy and functionality of the risk management processes used by MiniMed management.

The Board has delegated specific risk oversight responsibilities to its committees. The Audit Committee has primary responsibility for oversight of major enterprise-level risk exposures affecting the Company’s financial statements, operations, business continuity, and reputation, and risks relating to the reliability and security (including cybersecurity) of the Company’s information technology, security systems, product security, and emerging technologies such as artificial intelligence. The Audit Committee also periodically oversees assessments regarding the Company’s actions and controls to address material patient safety, product quality and security issues, and the Company’s interactions with external regulators, including the U.S. Food and Drug Administration. The Compensation and Talent Committee periodically assesses risk relating to the Company’s compensation policies and practices and reports its findings to the Board.

The Company’s Corporate Governance Guidelines provide that all directors are expected to make best efforts to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. This Annual Meeting is the first held by the Company following the Separation with Medtronic and the first held after each member of our current Board was appointed.

During fiscal year 2026, no member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and committees on which such director served (held during the period that such director served).

The following table summarizes (i) the membership of the Board as August 11, 2026, (ii) the members of each of the Board’s standing committees as of August 11, 2026, and (iii) the number of times each standing committee met during fiscal year 2026 following the Separation.

MiniMed’s Board has the following standing committees: (1) the Audit Committee, (2) the Compensation and Talent Committee, and (3) the Nominating and Corporate Governance Committee. MiniMed’s Board has adopted a written charter for each of its standing committees, which are available on the Governance section of MiniMed’s website at www.minimed.com/en-us/governance.

The current members of MiniMed’s Audit Committee are Glenn Eisenberg, D. Keith Grossman, and Tim Wicks, and Glenn Eisenberg serves as Chair of the Audit Committee. MiniMed’s Board has determined that each of Glenn Eisenberg, D. Keith Grossman, and Tim Wicks is an “audit committee financial expert” as defined under the rules of the SEC. In addition, MiniMed’s Board has determined that each of the members of MiniMed’s Audit Committee is independent under the rules of Nasdaq and under Rule 10A-3 under the Exchange Act.

The responsibilities of MiniMed’s Audit Committee include:

MiniMed’s Audit Committee may form and delegate authority to subcommittees as it deems appropriate. MiniMed’s Audit Committee also may delegate certain of its responsibilities to one or more designated executives or committees in accordance with applicable laws, regulations, and plan requirements.

Rules adopted by the SEC require public company audit committees to pre-approve audit and non-audit services provided by a company’s independent registered public accounting firm. The Company’s Audit Committee has adopted detailed pre-approval policies and procedures pursuant to which audit, audit-related, tax and other permissible non-audit services are pre-approved by category of service. The fees are budgeted, and actual fees versus the budget are monitored throughout the year. During the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Company obtains the approval of the Audit Committee before engaging the independent registered public accounting firm. The policies require the Audit Committee to be informed of each service, and do not permit any delegation of the Audit Committee’s responsibilities to management. The Audit Committee has delegated certain pre-approval authority to the Chair of the Audit Committee, but the Chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The current members of MiniMed’s Compensation and Talent Committee are David Endicott, Kevin Lofton, Laura Mauri, Matt Walter, and Tim Wicks, and Tim Wicks serves as Chair of the Compensation and Talent Committee. MiniMed’s Board has determined that each of David Endicott, Kevin Lofton and Tim Wicks is independent under the rules of Nasdaq and under Rule 10C-1 under the Exchange Act. MiniMed has availed itself of the “controlled company” exemption under the corporate governance rules of Nasdaq which exempts MiniMed from the requirement

that it have a compensation committee composed entirely of independent directors. In addition, the Compensation and Talent Committee has also established a sub-committee (the “Section 16 Subcommittee”) consisting of Kevin Lofton and Tim Wicks, independent directors that qualify as “non-employee directors”, as defined under Rule 16b-3 of the Exchange Act. The Compensation and Talent Committee has delegated to the Section 16 Subcommittee the nonexclusive authority to grant awards to any individuals subject to Section 16 of the Exchange Act eligible to receive awards under any of our former, current, and future incentive and equity-based plans in order to ensure compliance with Section 16 and Rule 16b-3 of the Exchange Act.

The responsibilities of MiniMed’s Compensation and Talent Committee include:

MiniMed’s Compensation and Talent Committee may form and delegate authority to subcommittees as it deems appropriate. MiniMed’s Compensation and Talent Committee also may delegate certain of its responsibilities to one or more designated executives or committees in accordance with applicable laws, regulations, and plan requirements.

The current members of the Nominating and Corporate Governance Committee are Scott Cundy, D. Keith Grossman, Bob Hopkins, and Kevin Lofton, and Kevin Lofton serves as Chair of the Nominating and Corporate Governance Committee. MiniMed’s Board has determined that each of D. Keith Grossman and Kevin Lofton is independent under the rules of Nasdaq. MiniMed has availed itself of the “controlled company” exemption under the corporate governance rules of Nasdaq which exempts MiniMed from the requirement that it have a nominating and corporate governance committee composed entirely of independent directors.

The responsibilities of MiniMed’s Nominating and Corporate Governance Committee include:

MiniMed’s Nominating and Corporate Governance Committee may form and delegate authority to subcommittees as it deems appropriate. MiniMed’s Nominating and Corporate Governance Committee also may delegate certain of its responsibilities to one or more designated executives or committees in accordance with applicable laws, regulations, and plan requirements.

MiniMed’s directors’ primary skills and experiences are highlighted in the following matrix The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to our Board.

Based on our directors’ self-identified demographic information: three of our directors identify as female; eight of our directors identify as male; two of our directors identify as Asian; one of our directors identifies as black or African American; and eight of our directors identify as white.

MiniMed’s Board has undertaken a review of the independence of each of its directors. Based on information provided by MiniMed’s directors concerning their background, employment, and affiliations, MiniMed’s Board has determined that Kevin Lofton, Glenn Eisenberg, David Endicott, D. Keith Grossman, and Timothy A. Wicks qualify as “independent” under the rules of Nasdaq. In assessing the independence of each of its directors, MiniMed’s Board considered the relationships that each director has with MiniMed and with Medtronic as well as all other facts and circumstances that it deemed relevant to assess the independence of each of its directors.

In addition, MiniMed’s Board has determined that Glenn Eisenberg, D. Keith Grossman and Timothy A. Wicks, who serve on our Audit Committee, and Timothy A. Wicks, David Endicott, and Kevin Lofton, who serve on our Compensation and Talent Committee, satisfy the additional independence and qualification criteria applicable to directors serving on such committees under Nasdaq listing requirements and SEC rules.

MiniMed’s Board assesses, at least annually, the independence of each of its directors and makes a determination as to which of its directors are independent.

Effective March 6, 2026, MiniMed’s Board adopted a compensation program for MiniMed’s non-employee Directors (Directors who are not serving as employees of MiniMed, Medtronic (as long as Medtronic beneficially owns a majority of the voting power of the MiniMed Common Stock), or their respective subsidiaries or affiliates), consisting of an:

Cash retainers are paid in arrears in quarterly installments.

Restricted stock units are expected to generally be granted on the date of MiniMed’s annual stockholder meetings and vest in full (100%) on the first anniversary of the grant date, subject to continued service on MiniMed’s Board through such date.

Additionally, on March 9, 2026, upon completion of MiniMed’s initial public offering, MiniMed’s Board granted restricted stock unit awards under the MiniMed Long-Term Incentive Plan (the “MiniMed LTIP”) to each of Glenn Eisenberg, D. Keith Grossman, Kevin Lofton, and Tim Wicks, as the non-employee Directors of MiniMed’s Board, as an additional one-time award in recognition of each of their contributions prior to MiniMed’s initial public offering (the “IPO Non-Employee Director Grants”). The number of restricted stock units granted to each Non-Employee Director was determined by dividing the applicable grant date target value of $250,000 (or, in the case of Kevin Lofton as Chair of MiniMed’s Board, $500,000) by the closing price of a share of MiniMed Common Stock on March 9, 2026. The IPO Non-Employee Director Grants will vest in full (100%) on the first anniversary of the completion of MiniMed’s initial public offering, generally subject to the continued service of the non-employee Director through the vesting date.

The following table outlines the compensation paid to MiniMed’s non-employee directors for fiscal year 2026. No compensation for service as directors on MiniMed’s Board was provided to MiniMed’s CEO Ms. Dallara or to MiniMed’s directors who are employees of Medtronic. In connection with the Separation, effective as of March 6, 2026, Brian Sandstrom resigned as the sole Director and the size of MiniMed’s Board was increased from one to nine members. Kevin E. Lofton was appointed as Chair of MiniMed’s Board, and Que Dallara, Glenn Eisenberg, D. Keith Grossman, Robert (Bob) A. Hopkins, Laura Mauri, Brett A. Wall, Matthew (Matt) R. Walter, and Timothy (Tim) A. Wicks were appointed as members of MiniMed’s Board.

Restricted Stock Unit Holdings as of Fiscal Year End

Non-employee Directors held the following outstanding restricted stock units and deferred stock units as of April 24, 2026:

MiniMed’s Board has adopted written related person transaction policies and procedures. These policies and procedures require that all “interested transactions” (as defined below) between MiniMed or any of its subsidiaries and a “related person” (as defined below) will be subject to approval or ratification by MiniMed’s Nominating and Corporate Governance Committee if composed exclusively of independent directors or, in the absence of such a committee, a majority of the independent directors then serving on MiniMed’s Board (in each case, the “MiniMed Related Person Transaction Committee”). In determining whether to approve or ratify such transactions, the MiniMed Related Person Transaction Committee considers, among other factors it deems appropriate, whether the interested transaction is on the same terms as are generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the related person’s interest in the transaction, and any other information regarding the interested transaction or the related person that would be material to investors in light of the circumstances. An interested transaction may be approved only if it is determined in good faith that, under all of the circumstances, the interested transaction is in the best interests of MiniMed and MiniMed’s stockholders. In addition, the MiniMed Related Person Transaction Committee reviews certain categories of interested transactions and deems them to be pre-approved or ratified. Finally, the policies provide that no MiniMed director shall participate in any discussion or vote regarding an interested transaction for which he or she is a related person, except that such director shall provide all relevant information concerning the interested transaction to the MiniMed Related Person Transaction Committee.

Under the policies, an “interested transaction” is defined as any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships (including any indebtedness or any guarantee of indebtedness) in which:

An “interested transaction” includes a material amendment or modification to an existing interested transaction.

A “related person” is defined as any:

MiniMed’s related person transaction policies and procedures were not in effect at the time MiniMed entered into the agreements with Medtronic described below under “—Agreements Entered into in Connection with the Separation.” Each of the agreements between Medtronic and MiniMed that were entered into prior to the Separation, and any transactions contemplated thereby, are deemed to have been approved and not subject to the terms of MiniMed’s related person transaction policies or procedures.

On May 21, 2025, Medtronic announced its intention to separate its Diabetes Operating Unit. MiniMed was incorporated in Delaware on February 27, 2025 in connection with the Separation and was formed to ultimately hold, directly or indirectly, and conduct certain operational activities in anticipation of the planned separation of, the Diabetes Operating Unit. Prior to the Separation, MiniMed was a wholly owned subsidiary of Medtronic and all of the outstanding shares of MiniMed Common Stock were owned by Medtronic.

Medtronic has historically provided certain corporate services to MiniMed, and costs associated with these services have been allocated to MiniMed in MiniMed’s consolidated financial statements. The allocations include certain expenses for services from Medtronic that may have been historically allocated to the Diabetes Operating Unit, including, but not limited to: insurance; warehousing, distribution, and logistics; quality; regulatory; compliance; EHS; finance; tax; investor relations; treasury; human resources; benefits administration; procurement; demand and supply planning; information technology systems and infrastructure; legal; corporate strategy and corporate development; corporate governance; other professional services; and general commercial support functions. The allocations may not reflect the expenses the Diabetes Operating Unit would have incurred if it had been a standalone company for the periods presented. All such amounts have been deemed to have been incurred and settled by the Diabetes Operating Unit in the period in which the costs were recorded. All of these expenses have been allocated on a basis considered reasonable by MiniMed management, using either specific identification when identifiable, or proportional allocations determined on the basis of revenue, usage, headcount, or other measures. Medtronic and its affiliates will continue to provide certain services related to these functions on a transitional basis pursuant to the Transition Services Agreement (as defined below), the Transition Manufacturing and Supply Agreement (as defined below), and other transitional agreements. Following the completion of the Separation, MiniMed assumes responsibility for all of its standalone public company costs, including the costs of corporate services provided by Medtronic and its affiliates to MiniMed prior to the Separation.

Medtronic and MiniMed have entered into a separation agreement (the “Separation Agreement”). The Separation Agreement contains key provisions relating to the Separation and the Divestment. In connection with the Separation, Medtronic and MiniMed also entered into various other agreements that, together with the Separation Agreement, provide for certain transactions to effect the transfer of the assets and liabilities of the Diabetes Operating Unit to MiniMed and have resulted in the separation of MiniMed’s business from Medtronic.

The agreements MiniMed entered into with Medtronic in connection with the Separation, in addition to the Separation Agreement, include:

These agreements, together with the Separation Agreement, govern various interim and ongoing relationships between Medtronic and MiniMed following the Separation. The material terms of the Separation Agreement and the other agreements MiniMed entered into with Medtronic in connection with the Separation are summarized below.

Medtronic and MiniMed have entered into the Separation Agreement. The Separation Agreement sets forth MiniMed’s agreements with Medtronic regarding the principal actions to be taken in connection with the Separation. The Separation Agreement also sets forth other agreements that govern aspects of MiniMed’s relationship with Medtronic following the completion of the Separation.

The Separation Agreement identifies certain transfers of assets and assumptions of liabilities that were necessary to effect the Separation. In exchange for these assets, MiniMed, as consideration, assumed the liabilities associated with the assets of the Diabetes Operating Unit and issued to Medtronic shares of MiniMed Common Stock. In connection with the transfer of assets to MiniMed, MiniMed (i) retained $309 million of the net proceeds from its initial public offering such that, immediately following the completion of the offering, it had approximately $350 million of cash on hand, and (ii) used the excess of the net proceeds over $309 million to repay (or cause one or more of its subsidiaries to repay) intercompany debt owed to Medtronic under a note.

The Separation Agreement provides that such transfers and assumptions result in MiniMed generally holding (1) all assets primarily related to, or used or held for use primarily in connection with, MiniMed’s business or operations and (2) all liabilities to the extent relating to, arising out of, or resulting from the past, current, or future operation or conduct of its business or assets. However, the Separation Agreement also provides that certain assets and liabilities are to be allocated between Medtronic and MiniMed without regard to such general rule, including certain specified environmental liabilities retained by Medtronic and intellectual property allocated based on exclusive use, such that MiniMed receives only intellectual property that is exclusively used in or related to the Diabetes Operating Unit, although the patents that MiniMed receives are specified on a schedule to the Separation Agreement, with certain shared or dual-use intellectual property addressed through the Intellectual Property Cross-License Agreements and the Trademark Agreements (each as defined below).

In addition, MiniMed and Medtronic have agreed to use their respective reasonable best efforts to divide, partially assign, modify, or replicate (in whole or in part) the other party’s rights and obligations under and in respect of any contract or agreement that relates in any material respect to Medtronic and MiniMed’s businesses. The Separation Agreement also provided for the settlement or extinguishment of certain liabilities and other obligations between Medtronic and MiniMed.

All agreements, arrangements, commitments, and understandings, including most intercompany accounts payable or accounts receivable, between Medtronic, on the one hand, and MiniMed, on the other hand, terminated effective as of the consummation of the Separation, except specified agreements and arrangements that are either (1) intended to survive the Separation or (2) between a Deferred Local Business (as defined below under “—Deferred Markets”), on the one hand, and Medtronic, on the other hand.

Other than as contemplated by the immediately following sentence, MiniMed agreed to use its reasonable best efforts to arrange, prior to the completion of the Separation, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit, or similar assurances of credit support currently provided by or through Medtronic or any of its subsidiaries for the benefit of MiniMed’s business and agreed to indemnify Medtronic for any costs incurred in connection with any such assurance of credit support that survived the completion of the Separation. Medtronic has agreed to guarantee certain of MiniMed’s payment obligations to Blackstone Life Sciences Advisors L.L.C. (“Blackstone) under certain agreements with affiliates of Blackstone, and MiniMed’s obligation to reimburse Medtronic for any amounts paid under such guarantees survives the Separation.

In general, neither Medtronic nor MiniMed makes any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with these transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party, or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation Agreement, any other agreement MiniMed entered into with Medtronic in connection with the Separation, or any tax certificate or representation letter delivered in connection with the Separation, all assets are transferred on an “as is,” “where is” basis.

The Separation Agreement provides that, in order to ensure compliance with applicable law, to obtain necessary governmental approvals and other consents, and for other business reasons, Medtronic and MiniMed will defer until

after the completion of the Separation the transfer of certain assets and assumptions of certain liabilities of MiniMed’s businesses in certain jurisdictions (each, a “Deferred Local Business”). Medtronic and MiniMed deferred the transfer of 1% of MiniMed’s total assets and 6% of MiniMed’s total liabilities.

With respect to certain Deferred Local Businesses, Medtronic and MiniMed entered into a net economic benefit arrangement, pursuant to which, among other things, Medtronic will transfer to MiniMed the net profits from the operation of each such Deferred Local Business (or, in the event the operations of any such Deferred Local Business result in net losses to Medtronic, MiniMed will reimburse Medtronic for the amount of such net losses). MiniMed will control pricing and other strategic decisions in relation to products subject to the net economic benefit arrangement and maintain the risk of loss for all products subject to the net economic benefit arrangement, even if Medtronic has legal title to such products or stores such products in its facilities. MiniMed will reimburse Medtronic for any amounts paid to customers for returned products, for bad debts, for a service reimbursement fee that includes costs of freight, duties, employee compensation, marketing expenses, administrative expenses and other expenses, costs, penalties, fines, or liabilities incurred by Medtronic in relation to the Deferred Local Businesses and will be responsible for costs related to a recall or a similar event. Until such time as a Deferred Local Business has been transferred to MiniMed, the Separation Agreement generally provides that, subject to the net economic benefit agreement, (1) Medtronic will use reasonable best efforts to (x) provide MiniMed with the economic and operational claims, rights, benefits, and burdens that would accrue to MiniMed if such Deferred Local Businesses were conveyed and transferred to (or assumed by) MiniMed as of the Separation, including the net profits or losses associated with the ownership of such Deferred Local Business, and (y) reasonably cooperate with MiniMed, at MiniMed’s expense, to enforce any rights of the Deferred Local Business that are available against any third party; (2) Medtronic and, if applicable, such Deferred Local Business will hold in trust for and pay to MiniMed promptly upon receipt thereof, any proceeds received in respect of the Deferred Local Business, net of any liabilities and taxes with respect thereto; and (3) MiniMed will pay, perform, and discharge fully when due all obligations, and indemnify Medtronic in respect of the Deferred Local Business and provide such Deferred Local Business and Medtronic, as applicable, such supply, maintenance, support, or other services that may be required.

The transfers of the Deferred Local Businesses are subject to the satisfaction of conditions, certain of which are beyond Medtronic or MiniMed’s control, including MiniMed’s obtaining certain licenses and permits. As a result, there can be no assurance when such Deferred Local Businesses will ultimately be transferred to MiniMed, if ever.

In the event that it is discovered any time after the Separation that there was an omission of transfer or conveyance by Medtronic or MiniMed of any assets or liabilities, as the case may be, Medtronic and MiniMed will agree to use their respective reasonable best efforts to promptly effect any such transfer, conveyance, acceptance, or assumption of such assets or liabilities. In addition, in the event that it is discovered any time after the Separation that there was an improper transfer or conveyance, or acceptance or assumption of any asset or liability, as the case may be, Medtronic and MiniMed will agree to use their respective reasonable best efforts to promptly transfer or convey such asset or liability back to the transferring or conveying party or to rescind any acceptance or assumption of such asset or liability. Further, to the extent that any transfer or conveyance of an asset (subject to certain exceptions as described in the Separation Agreement) required by the Separation Agreement to be so transferred, conveyed, accepted, or assumed was not completed on or prior to the Separation, Medtronic and MiniMed also agreed to use their respective reasonable best efforts to effect such transfer, conveyance, acceptance, or assumption as promptly following the date of the Separation as reasonably practicable.

The Separation Agreement provides that, prior to the Divestment, MiniMed will not issue any shares of MiniMed Common Stock without the prior written consent of Medtronic, which consent may be withheld in Medtronic’s sole discretion. Further, regardless of whether or not Medtronic consents to any such stock issuance, in no case prior to the Divestment may any issuance of shares of MiniMed Common Stock result in Medtronic owning less than 80.1% of the voting power of shares of MiniMed Common Stock eligible to vote in the election of MiniMed’s directors.

Medtronic and MiniMed have each agreed to provide each other with information relating to periods prior to the completion of the Separation which is reasonably necessary to (1) comply with reporting, disclosure, filing, notification, or other requirements of any national securities exchange or governmental authority, for use in judicial,

regulatory, administrative, and other proceedings, (2) at any time prior to the fifth anniversary of the Separation, satisfy audit, accounting, regulatory, litigation, and other similar requirements, or (3) comply with any obligations under the Separation Agreement or any related agreement in connection with the Separation. Medtronic and MiniMed also agreed to provide each other with information to the extent relating to Medtronic and its business or assets or MiniMed and MiniMed’s business and assets, respectively.

In addition, MiniMed will agree to comply with certain covenants relating to MiniMed’s financial reporting for so long as Medtronic is required to consolidate MiniMed’s results of operations and financial position or to account for Medtronic’s investment in MiniMed under the equity method of accounting, and following the end of such period, for so long as Medtronic’s financial statements remain subject to audit or review for any fiscal year or interim period during which such consolidation or equity method accounting occurred. These covenants will include, among others, covenants regarding:

Medtronic has the sole and absolute discretion, subject to applicable law, to determine the terms of, and whether and when to proceed with, any disposition of the shares of MiniMed Common Stock owned by Medtronic. MiniMed is required to cooperate with Medtronic to effect any such subsequent Divestment or other disposition.

Medtronic and MiniMed each agreed, subject to certain exceptions, to release the other party and its affiliates, successors, and assigns and all persons that, at or prior to the completion of the Separation, have been the other party’s shareholders, directors, officers, agents, or employees, and their respective heirs, executors, administrators, successors, and assigns, from any and all claims against any of them that arose out of or related to events, circumstances, or actions occurring or failing to occur or any conditions existing at or prior to the completion of the Separation.

Medtronic and MiniMed have each agreed to indemnify the other party and each of the other party’s current and former shareholders, directors, officers, agents, and employees, and each of the heirs, executors, successors, and assigns of any of them, against certain liabilities incurred in connection with the Separation and Medtronic and MiniMed’s respective businesses. The Separation Agreement also specifies procedures regarding claims subject to indemnification.

The Separation Agreement governs the management and direction of pending and future legal actions in which Medtronic or MiniMed is named as a party. In general, neither Medtronic nor MiniMed may resolve any legal action without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned, or delayed) if such resolution (1) contains any finding or admission of any violation of law by such other party, (2) would result in any non-monetary remedy against such other party, or (3) does not include a full and unconditional release of such other party (to the extent such other party is a named party in the legal action). The Separation Agreement also governs the management of any future environmental remedial actions that are subject to indemnification or reimbursement pursuant to the Separation Agreement.

Following the completion of the Separation, MiniMed does not have access to, nor the right to make any claims under, Medtronic’s insurance policies for any events, actions, or circumstances that occur after the Separation. The Separation Agreement provides for the allocation between the parties of rights and obligations under existing insurance policies with respect to claims covered by Medtronic’s existing insurance policies prior to the Separation and sets forth procedures for the administration of insured claims and related matters. Because Medtronic self-insures most of its insurable risks, MiniMed will only be able to assert limited claims related to its liabilities under Medtronic’s insurance policies for select events that occurred prior to the Separation, subject to Medtronic’s primary control over such claims, the terms and conditions of the relevant insurance policies, and the limited nature of Medtronic’s insurance coverage. MiniMed will be responsible (including, upon the request of Medtronic, by reimbursement to Medtronic for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance, or retention payment) related to its portion of the liability, unless otherwise agreed in writing by Medtronic. Additionally, each calendar year commencing with the first full calendar year following the Separation, MiniMed will pay to Medtronic an upfront payment not to exceed $1 million per calendar year, which amount shall be determined by Medtronic in good faith based on Medtronic’s reasonable estimate of the aggregate amount of pre-Separation insurance claims that MiniMed will be required to reimburse for purposes of Medtronic’s coverage of any upfront payments required in connection with MiniMed’s insurance claims.

Medtronic and MiniMed will attempt in good faith to resolve disputes arising under the Separation Agreement by negotiation among their respective senior officers. Any dispute unable to be resolved through this process may be referred to non-binding mediation for resolution. If Medtronic and MiniMed are unable to resolve a dispute through negotiation or mediation, then either Medtronic or MiniMed may submit the dispute to the Court of Chancery of the State of Delaware or, in certain circumstances, to an alternative court in the State of Delaware.

Medtronic and MiniMed have entered into a tax matters agreement (the “Tax Matters Agreement”). The Tax Matters Agreement governs Medtronic and MiniMed’s respective rights, responsibilities, and obligations following the Separation with respect to tax matters, including tax liabilities, tax attributes, tax returns, and tax contests. In addition, the Tax Matters Agreement imposes certain restrictions on MiniMed and its subsidiaries (including, among others, restrictions on share issuances, business combinations, sales of assets, and similar transactions) intended to preserve the generally tax-free status of various transactions related to the Separation and the Divestment.

Under the Tax Matters Agreement, Medtronic is generally responsible for (1) all taxes with respect to or required to be reported on tax returns that only include Medtronic or one of its subsidiaries (and not MiniMed or one of its subsidiaries) for all tax periods, (2) all taxes imposed on a consolidated tax return group that includes Medtronic or its subsidiaries and MiniMed or its subsidiaries, and state and foreign income, franchise, capital gain, withholding, and similar taxes imposed on a consolidated, combined, or unitary tax return group (or similar tax group under non-U.S. law) that includes Medtronic or one of its subsidiaries with respect to taxable periods (or portions thereof) that end on or prior to the date of the completion of the Separation, and (3) all taxes imposed on a consolidated tax return group that includes Medtronic or its subsidiaries and MiniMed or its subsidiaries, and state and foreign income, franchise, capital gain, withholding, and similar taxes imposed on a consolidated, combined, or unitary tax return group (or similar tax group under non-U.S. law) that includes Medtronic or one of its subsidiaries, in each case that do not relate to MiniMed’s business, for all taxable periods (or portions thereof) that end after the date of the completion of the Separation, except MiniMed will be responsible for taxes resulting from any breach of certain covenants made by MiniMed in the Tax Matters Agreement or other Separation-related agreements. MiniMed will generally be responsible for all U.S. federal, state, or foreign income, franchise, capital gain, withholding, or similar taxes (1) imposed on a consolidated, combined, or unitary tax return group (or similar tax group under non-U.S. law) that includes Medtronic or its subsidiaries and MiniMed or its subsidiaries, in each case that relate to MiniMed’s business that was separated from Medtronic and transferred to MiniMed pursuant to the Separation Agreement (and other agreements), for all taxable periods (or portions thereof) that end after the date of the completion of the Separation and (2) imposed on a separate return basis on MiniMed (or any of its subsidiaries or any subgroup consisting solely of MiniMed and its subsidiaries), as applicable, for all tax periods, except Medtronic will be responsible for taxes resulting from any breach of any covenant made by

Medtronic in the Tax Matters Agreement or other Separation-related agreements. Under the Tax Matters Agreement, Medtronic will be responsible for certain taxes arising as a result of the Separation, as determined by Medtronic in its discretion. Further, Medtronic and MiniMed will also each be responsible for 50% of certain unanticipated tax liabilities arising from a failure of certain steps of the Separation, including certain internal reorganization transactions undertaken in anticipation of the Divestment, and the Divestment to qualify as transactions that are generally tax-free for U.S. federal income tax purposes.

Neither Medtronic nor MiniMed’s obligations under the Tax Matters Agreement are limited in amount or subject to any cap. In addition, because certain of MiniMed’s subsidiaries were members of a consolidated U.S. federal income tax group that includes certain subsidiaries of Medtronic, such subsidiaries have (and will continue to have following the Separation and the Divestment) joint and several liability with such subsidiaries of Medtronic to the IRS for the consolidated U.S. federal income taxes of such members of the Medtronic group relating to the taxable periods in which MiniMed was part of the group.

The Divestment is conditioned on, among other things, the receipt of an opinion from Skadden, Arps, Slate, Meagher & Flom LLP to Medtronic to the effect that the Divestment will qualify as a tax-free transaction to Medtronic and its shareholders that participate in the Divestment for U.S. federal income tax purposes under Section 355 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), except with respect to the receipt of cash in lieu of fractional shares (the “Tax Opinion”) substantially to the effect that, among other things, the Divestment will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code, and Medtronic having sufficient distributable reserves to effect the Divestment.

In addition, the Tax Matters Agreement imposes certain restrictions on MiniMed and its subsidiaries (including, among others, restrictions on share issuances, business combinations, sales of assets, and similar transactions) intended to preserve the generally tax-free status of the Separation and the Divestment. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event either (1) the Divestment and certain related transactions fail to qualify as transactions that are generally tax-free or (2) any internal separation transaction that is intended to qualify as a transaction that is generally tax-free fails to so qualify. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes and related amounts imposed on Medtronic or MiniMed (or such entity’s respective subsidiaries) that arise from the failure to so qualify, to the extent that the failure to so qualify is attributable to actions, events, or transactions relating to such party’s respective shares, assets, or business, or a breach of, or inaccuracy in, the relevant representations or covenants made by that party in the Tax Matters Agreement. MiniMed’s indemnification obligations to Medtronic under the Tax Matters Agreement are not limited in any amount or subject to any cap. If MiniMed is required to pay any taxes or indemnify Medtronic and its subsidiaries and their respective officers and directors under the circumstances set forth in the Tax Matters Agreement, MiniMed may be subject to substantial liabilities.

Medtronic and MiniMed have entered into an employee matters agreement (the “Employee Matters Agreement”). The Employee Matters Agreement addresses certain employment, compensation, and benefits matters, including the allocation and treatment of certain assets and liabilities relating to MiniMed’s employees, the treatment of outstanding Medtronic equity awards held by MiniMed’s employees, and compensation and benefit plans and programs in which MiniMed’s employees participate.

Except as specifically provided in the Employee Matters Agreement, following the Separation, MiniMed will generally assume, perform, and discharge employee-related liabilities for its current and former employees (including those primarily dedicated to the Diabetes Business), and Medtronic will generally retain employee-related liabilities for its current and former employees, in each case whenever arising. For shared-services personnel supporting both businesses prior to the Separation, liabilities incurred prior to transfer have been allocated pro rata consistent with historic time allocation. The Separation and the Divestment will not constitute a termination of employment or a “change in control” under applicable Medtronic or MiniMed plans and will not trigger severance or similar benefits, except as expressly provided in the Employee Matters Agreement.

To the extent that any of MiniMed’s employees are covered by a collective bargaining agreement prior to the Separation, MiniMed has agreed to become a successor employer to such collective bargaining agreement and to comply with, honor, and fulfill its obligations under such collective bargaining agreement. MiniMed is responsible for, and has agreed to comply with, all legal obligations relating to collective bargaining and representation. MiniMed has agreed to indemnify Medtronic for any failure to comply with such legal obligations relating to collective bargaining and negotiation and for any obligations to MiniMed’s employees that may arise under a collective bargaining agreement on or after the applicable transfer date. Medtronic and MiniMed have agreed to cooperate and consult in good faith to provide notice to, engage in consultation with, and take any similar action which may be required with respect to any employee representative body covering MiniMed’s employees.

Following the Separation, MiniMed assumed the obligations under Medtronic’s 2026 annual incentive programs with respect to MiniMed employees for the portion of fiscal year 2026 that follows the Separation.

MiniMed does not assume U.S. qualified defined benefit pension plans. Medtronic’s U.S. defined benefit plans (including the Medtronic Retirement Plan and associated plan) remain with Medtronic, and no assets or liabilities of those plans transfer to MiniMed. Outside of the U.S., to the extent required by law or plan terms (as set forth in the Employee Matters Agreement), certain non-U.S. defined benefit plan assets and liabilities relating to MiniMed employees may transfer to replacement MiniMed plans that provide substantially comparable benefits in the aggregate as of the effective transfer date. Any such transfers have been and will be effected in accordance with applicable law and actuarial valuation, and include customary true-ups and indemnities as set forth in the Employee Matters Agreement.

MiniMed has established a MiniMed 401(k) savings plan and related trusts that will receive a trust-to-trust transfer of MiniMed employees’ account balances (including outstanding participant loans) from the corresponding Medtronic plans, in accordance with the Employee Retirement Income Security Act and the Code. Investments in any Medtronic stock fund will be liquidated to cash before transfer. Outside of the United States, MiniMed employees will cease active participation in Medtronic defined contribution plans as of their transfer date and will be offered participation in MiniMed plans providing substantially comparable benefits in the aggregate, subject to local law.

MiniMed employees are eligible to participate in MiniMed health and welfare plans as of their applicable transfer dates. MiniMed plans waive pre-existing condition limitations and evidence-of-insurability, and MiniMed will use commercially reasonable efforts to cause its U.S. and Puerto Rico plans to give credit for deductibles and out-of-pocket maximums accrued under Medtronic plans for the plan year in which such employees commence participation in MiniMed’s health and welfare plans. Medtronic is responsible for all welfare claims of MiniMed employees incurred prior to the applicable transfer date; MiniMed is responsible for all claims incurred by MiniMed employees on or after the applicable transfer date.

To ensure continuity, Medtronic and MiniMed have entered into transition services and related arrangements (including HR and payroll administration, equity administration support, IT systems, other corporate services, and certain facility use rights) for defined periods, generally ranging from one to three years depending on the service and geography, on arm’s-length terms.

Medtronic and MiniMed have entered into the MGH-MM Intellectual Property Cross-License Agreement and the MPLC-MHSS Intellectual Property Cross-License Agreement (collectively, the “Intellectual Property Cross-License Agreements”). Pursuant to the Intellectual Property Cross-License Agreements, each of Medtronic and MiniMed (in such capacity, the “licensor”) has granted to the other party (in such capacity, the “licensee”) certain irrevocable, non-exclusive, worldwide, royalty-free, non-sublicensable (subject to certain exceptions), and non-transferable (subject to certain exceptions) licenses that are intended to provide the companies freedom to operate in their respective businesses.

Medtronic and MiniMed have entered into a transitional trademark cross-license agreement and a trademark co-existence agreement (collectively, the “Trademark Agreements”) that collectively govern Medtronic and MiniMed’s respective rights, responsibilities, and obligations with respect to trademarks.

Medtronic and MiniMed have entered into a transitional trademark cross-license agreement (the “Transitional Trademark Cross-License Agreement”). Pursuant to the Transitional Trademark Cross-License Agreement, Medtronic has granted MiniMed a non-exclusive, non-sublicensable (subject to certain exceptions), non-assignable (subject to certain exceptions), royalty-free, fully paid up, worldwide license to use certain trademarks owned by Medtronic (the “Licensed Medtronic Marks”), consisting primarily of marks related to “Medtronic,” on a transitional basis following the Separation. Medtronic retains exclusive ownership of the Licensed Medtronic Marks, including any goodwill that might be acquired by MiniMed’s use of such marks. Additionally, MiniMed has granted Medtronic a non-exclusive, non-sublicensable (subject to certain exceptions), non-assignable (subject to certain exceptions), royalty-free, fully paid up, worldwide license to use certain trademarks allocated to MiniMed that are currently used in Medtronic’s retained business for a transitional time period following the Separation.

The term of the Transitional Trademark Cross-License Agreement is five years following the date of the Separation. However, for certain specified uses of the Licensed Medtronic Marks, the period of use may be shorter than such term.

The licenses granted pursuant to the Transitional Trademark Cross-License Agreement extend only to the licensee’s existing uses in its applicable business, and certain intended uses of the licensed trademarks as of the date of the Transitional Trademark Cross-License Agreement. Each licensee has agreed to adhere to certain quality standards in using the licensed trademarks. Subject to certain exceptions and other customary restrictions, the licensee is not permitted to (1) use or register in any jurisdiction any trademarks confusingly similar to, or consisting in whole or in part of, any of the licensed trademarks or (2) register any of the licensed trademarks in any jurisdiction, without, in each case, the express prior written consent of the licensor.

The licensor will retain the sole right to file, prosecute, maintain, and renew, as applicable, the licensed trademarks. The licensor will also retain the sole right to defend, enforce, and protect the licensed trademarks at its cost.

Medtronic and MiniMed have entered into a trademark co-existence agreement (the “Trademark Co-Existence Agreement”). The Trademark Co-Existence Agreement establishes certain global parameters regarding registration and use of trademarks related to the “CARELINK” brand used in Medtronic and MiniMed’s respective businesses (the “Co-Existing Trademarks”). These parameters are intended to avoid confusion among consumers regarding the Co-Existing Trademarks. The parties have also agreed to undertake additional cooperative efforts to mitigate any actual consumer confusion that may occur regarding the Co-Existing Trademarks. The Trademark Co-Existence Agreement remains in effect as long as the parties, or their successors or assigns, are using, or intend to use, the Co-Existing Trademarks and abide by certain restrictions, including not to object or otherwise challenge any use or registration of the Co-Existing Trademarks by the other party so long as such use and registration is in accordance with such agreement.

Medtronic and MiniMed have entered into a transition services agreement (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, Medtronic provides MiniMed and MiniMed provides Medtronic with specified services for a transitional period following the Separation. The Transition Services Agreement is intended to help ensure an orderly transition following the Separation and facilitates cooperation between Medtronic and MiniMed to exit, transition, migrate, and integrate each Medtronic service to MiniMed as soon as reasonably practicable. The cost of these services has been negotiated between Medtronic and MiniMed and may not necessarily be reflective of prices MiniMed could have obtained for similar services from an independent third party.

The Transition Services Agreement specifies the fees for the services, on a service-by-service basis, which are based on the costs specified in the Transition Services Agreement’s schedules and subject to a 3% increase on an annual basis. Services extended beyond their original term are subject to incremental surcharges of 25% for the first three months and 50% for the subsequent three months, with extensions capped at six months from the applicable termination date of such services. In addition to any service fees, MiniMed is also required to bear reasonable and documented one-time costs and expenses incurred by Medtronic or its affiliates in order to enable their provision of the services, as well as costs to secure necessary third-party consents or alternative service arrangements, customs duties, and certain taxes, as applicable.

In general, the services began upon the completion of the Separation and cover a period generally not exceeding 24 months following the Separation. The termination of any service before the end of its term requires advance written notice and may require payment of certain termination charges consisting of any out-of-pocket breakage, termination fees, or other costs payable by Medtronic to third parties solely as a result of the early termination of such service.

Medtronic and MiniMed have entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, MiniMed has granted to Medtronic certain registration rights with respect to the shares of MiniMed Common Stock owned by Medtronic. Medtronic may transfer these rights in certain limited circumstances. Such transferees (together with Medtronic, “Holders”) will thereafter be bound by the terms of the Registration Rights Agreement.

Holders are able to request registration under the Securities Act of all or any portion of their shares of MiniMed Common Stock covered by the Registration Rights Agreement, and MiniMed is obligated, subject to limitations on minimum offering size and certain other limited exceptions, to register such shares as requested by such Holders. Holders are able to designate the terms of each offering effected pursuant to a demand registration, which may take the form of a shelf registration, and are able to request that MiniMed complete up to two demand registrations in any 12-month period.

MiniMed is not required to honor a demand registration if it has effected a registration within the preceding 60 days. In addition, if MiniMed reasonably determines in good faith that filing a registration statement would be significantly disadvantageous to it, MiniMed may delay filing such registration statement until the earlier of 60 days after it makes such determination or seven days after the disadvantageous condition no longer exists.

If MiniMed at any time proposes to register any shares of MiniMed securities (whether proposed to be offered for sale by MiniMed or other security holders) on a form and in a manner that would permit the registration for offer and sale of shares of MiniMed Common Stock held by Holders, Holders will have the right to include their shares of MiniMed Common Stock in that offering, subject to certain limitations.

The Registration Rights Agreement contains customary indemnification and contribution provisions by MiniMed for the benefit of Holders and, in limited situations, by Holders for the benefit of MiniMed with respect to the information provided by such Holders included in any registration statement, prospectus, or related document.

Medtronic and MiniMed have entered into a lease agreement and a services agreement pursuant to which MiniMed has provided a long-term lease to Medtronic for a portion of MiniMed’s Juncos, Puerto Rico facility (the “Juncos Lease”), where Medtronic manufactures products for certain of its retained operating units.

Pursuant to the Juncos Lease, MiniMed provides Medtronic a range of site maintenance, security, and support services, including services related to access to designated common spaces, access to electricity and water, general janitorial and cleaning services, infrastructure, electrical and mechanical maintenance services, and site logistics. Lease payments have been determined using arm’s length, industrial leasing rates. The initial term of the lease is ten years and may be terminated by Medtronic upon one year’s written notice. If Medtronic provides 180 days’ written notice of a desire to renew the lease, Medtronic and MiniMed will negotiate in good faith to determine whether mutually agreeable terms may be reached with respect to a renewal of the lease.

Pursuant to a separate services agreement (the “Juncos Services Agreement”), MiniMed provides to Medtronic warehousing services for raw materials and production supplies. The specified services and required service levels have been set forth in mutually agreed-upon statements of work. Medtronic is responsible for its own on-site commercial and manufacturing activities. The initial term of the Juncos Services Agreement is ten years and may be terminated by Medtronic upon 90 days’ written notice. If Medtronic provides 90 days’ written notice of a desire to renew the Juncos Services Agreement, Medtronic and MiniMed will negotiate in good faith to determine whether mutually agreeable terms may be reached with respect to such renewal.

Medtronic and MiniMed have entered into a transition manufacturing and supply agreement (the “Transition Manufacturing and Supply Agreement”) pursuant to which Medtronic and its affiliates provide MiniMed with certain manufacturing, fabrication, and testing services for a transitional period of time with respect to wafers and analog front-ends, which MiniMed incorporates into commercial product and use to conduct certain research and development activities. The specified products and services have been set forth in mutually agreed-upon project orders, each of which are governed by the terms of the Transition Manufacturing and Supply Agreement.

Under the terms of the Transition Manufacturing and Supply Agreement and project orders, MiniMed pays Medtronic a price equal to the labor, burden, and materials needed to supply the applicable product plus a fixed percentage markup and indirect costs.

Each project order under the Transition Manufacturing and Supply Agreement has an initial term not to exceed 24 months. Either party may terminate a project order by mutual written agreement or upon a material breach by the other party, subject to customary notice and cure provisions. MiniMed may also terminate a project order upon 90 days’ written notice, subject to its payment of a termination fee calculated based on Medtronic’s reasonable and documented expenses related to the cessation of the services provided under the applicable project order.

Medtronic’s owned real property and leased space has been allocated between Medtronic and MiniMed, as the case may be, in a manner that is consistent with the different business uses and needs of Medtronic and MiniMed. To the extent owned property or leased space is to be shared by Medtronic and MiniMed on a long-term basis or associated real estate

services need to be provided by one party to the other, Medtronic and MiniMed may enter into various agreements that will govern each party’s rights and obligations with respect to any such owned or leased property, shared space, or service provided. In addition, certain facilities will, pursuant to transition services agreements, be shared between Medtronic and MiniMed for a limited period of time following the Separation. MiniMed does not expect these real estate agreements between Medtronic and MiniMed, individually or in the aggregate, to comprise a material portion of MiniMed’s property portfolio nor to have a material impact on MiniMed’s business, results of operations, or financial condition.

Stockholders and other interested parties may communicate with our Board, or to specific individual directors of the Board, including the Chairperson of the Board, Chairperson of the Audit, Compensation and Talent, or Nominating and Corporate Governance Committees, or to the independent directors as a group, by addressing such communications to the Corporate Secretary, MiniMed Group, Inc., 18000 Devonshire St., Northridge, CA 91325. The Corporate Secretary will forward such communications upon receipt as appropriate.

Complaints or concerns relating to our financial reporting, accounting, internal accounting controls or auditing will be referred to the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. Other correspondence will then be directed to the group of directors, or to an individual director, as appropriate.

MiniMed has adopted three codes of conduct and ethics: the MiniMed Code of Conduct, applicable to all employees, officers, and directors; the MiniMed Code of Ethics for Senior Financial Officers, applicable to certain senior executives; and the MiniMed Code of Business Conduct and Ethics for Members of the Board of Directors, applicable to all directors.

All MiniMed employees, including the Chief Executive Officer and other senior management, are required to comply with the MiniMed Code of Conduct to help ensure that MiniMed’s business is conducted in accordance with the highest standards of ethical behavior. The MiniMed Code of Conduct covers all areas of professional conduct, including customer relationships, conflicts of interest, insider trading, intellectual property, and confidential information, as well as requiring strict adherence to all laws and regulations applicable to MiniMed’s business. Employees are required to bring any violations and suspected violations of the MiniMed Code of Conduct to MiniMed’s attention through MiniMed management or legal counsel or by using MiniMed’s confidential compliance line. The Audit Committee of the Board receives reports from management regarding compliance with the Code of Conduct and has established procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

In addition, the MiniMed Code of Ethics for Senior Financial Officers provides specific policies applicable to MiniMed’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, Treasurer, and other senior financial officers designated from time to time by MiniMed’s Chief Financial Officer. These policies relate to internal controls, the public disclosures of MiniMed, the obligation to report evidence of violations of securities or other laws, rules or regulations to the General Counsel or Chief Executive Officer, and conflicts of interest. The Audit Committee of the Board receives reports from management regarding compliance with the Code of Ethics for Senior Financial Officers and considers and approves any requests for waiver thereunder.

The members of MiniMed’s Board are subject to the MiniMed Code of Business Conduct and Ethics for Members of the Board of Directors relating to director responsibilities, conflicts of interest, strict adherence to applicable laws and regulations, and promotion of ethical behavior. The Nominating and Corporate Governance Committee receives reports from management regarding the Code of Business Conduct and Ethics for Members of the Board of Directors and considers and approves any requests for waiver thereunder.

MiniMed’s codes of conduct have been published on the Governance section of MiniMed’s website at www.minimed.com/en-us/governance and are available in print to any stockholder who requests them. MiniMed intends to disclose future amendments to, or waivers for directors and executive officers of, the codes of conduct on MiniMed’s website promptly following the date of such amendment or waiver, to the extent required by applicable rules and regulations.

The Company has adopted a global insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. In addition, with respect to the Company’s trading in its own securities, it is the Company’s policy to comply with applicable securities laws. A copy of our global insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended April 24, 2026.

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s Common Stock (“ten-percent stockholders”) to file initial reports of ownership (Forms 3) and reports of changes in ownership (Forms 4 and 5) with the SEC. Based solely on our review of copies of such reports filed with the SEC and on written representations from our executive officers and directors, we believe that our executive officers, directors and ten-percent stockholders complied with all Section 16(a) filing requirements during our fiscal year ended April 24, 2026.

The following table shows information as of August 11, 2026 concerning each person who is known by MiniMed to beneficially own more than 5% of the outstanding shares of MiniMed Common Stock.

The following table sets forth the number and percentage of shares of MiniMed Common Stock beneficially owned as of August 11, 2026 by MiniMed’s directors, named executive officers, and all MiniMed directors and current executive officers as a group, and lists only individuals serving in such a role as of August 11, 2026.

The percentage of beneficial ownership in the two tables above is based on 281,349,931 shares of MiniMed Common Stock outstanding as of August 11, 2026. The address for each stockholder listed above is c/o MiniMed Group, Inc., 18000 Devonshire St., Northridge, CA 91325.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after such date through (1) the exercise of any option or warrant, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account, or similar arrangement, or (4) the automatic termination of a trust, discretionary account, or similar arrangement. Shares issuable pursuant to such rights to acquire are deemed to be outstanding for computing the beneficial ownership percentage of the person holding those rights to acquire but are not deemed to be outstanding for computing the beneficial ownership percentage of any other person. Unless otherwise indicated in the footnotes to the two tables above, to MiniMed’s knowledge all persons listed below have sole voting and investment power with respect to the shares of MiniMed Common Stock beneficially owned by them, subject to applicable community property laws.

The following discussion describes how MiniMed’s Named Executive Officers were compensated for fiscal year 2026, before and after the Separation. It also describes the rationale and processes used to determine such compensation, including the objectives and specific elements of the fiscal year 2026 compensation program. Please see “Fiscal Year 2026 Compensation Program” below for additional information on how compensation was determined before and after the Separation.

For purposes of this discussion, the following individuals are MiniMed’s “Named Executive Officers” or “NEOs”:

Mr. Spooner joined Medtronic in July 2025.

On July 30, 2026, Ms. Nelson Wills notified the Company of her decision to resign from her position, effective September 25, 2026. See our Current Report on Form 8-K, filed on August 5, 2026, for more information.

During fiscal year 2026, none of MiniMed’s NEOs were Medtronic NEOs subject to Medtronic Compensation and Talent Committee governance and oversight.

Prior to the Separation, MiniMed was operated as part of Medtronic and did not have its own Compensation and Talent Committee. Following the Separation, the MiniMed Compensation and Talent Committee was formed and approves the compensation of MiniMed’s Named Executive Officers.

Prior to and in preparation for the Separation, Medtronic appointed executives who became MiniMed’s executive team following the Separation. MiniMed’s NEOs were hired by Medtronic, which executed letters of intent establishing their initial compensation arrangements at MiniMed. Such letters of intent, other than in the case of Mr. Spooner, became effective upon MiniMed’s initial public offering. In the case of Ms. Dallara, her post-Separation compensation package was approved by Medtronic’s Nominating and Governance Committee. In the case of Mr. Spooner, the Medtronic’s Compensation and Talent Committee approved an offer letter, effective upon commencement of his employment, that established his compensation package. These arrangements reflected one-time adjustments to base salary, annual incentive opportunity, and long-term incentive opportunity in connection with each legacy Medtronic executive’s promotion. This adjustment is designed to recognize expanded leadership responsibilities and to align each NEO’s compensation with market standards for comparable roles. In approving these arrangements, Medtronic considered factors such as the executive’s role and responsibilities, target total direct compensation, and, where applicable, compensation levels for similarly situated executives at peer companies.

The compensation program design for MiniMed following the Separation was guided by four core principles for executive and broader employee compensation: preserving employee value through the transition, maintaining market-competitive pay, reinforcing a pay-for-performance culture, and fostering meaningful ownership.

Following the Separation, MiniMed’s Named Executive Officers have not received additional compensation from Medtronic and do not participate in Medtronic compensation programs, other than with respect to legacy Medtronic vested options and certain Medtronic performance share unit (“Medtronic PSUs”) awards that vested on April 24, 2026 and remain denominated in Medtronic Ordinary Shares.

This discussion describes MiniMed’s fiscal year 2026 compensation program. Information regarding executive compensation design changes approved for fiscal year 2027, MiniMed’s first full compensation cycle as a standalone publicly traded company, will be included in MiniMed’s proxy statement for its 2027 annual meeting.

The table below outlines the actions taken by the Medtronic Compensation and Talent Committee or Medtronic’s senior management prior to the Separation as well as the MiniMed Compensation and Talent Committee with respect to fiscal year 2026 annual pay elements:

Following the Separation, MiniMed operated as a standalone public company for the final two months of fiscal year 2026. As a result, many compensation decisions for the MiniMed NEOs for fiscal year 2026 remained aligned with Medtronic’s compensation philosophy and pay structures, with the MiniMed Compensation and Talent Committee ratifying certain key decisions that were made by Medtronic prior to the Separation.

In connection with the Separation, the following occurred:

MiniMed’s and Medtronic’s compensation programs, both before and after the Separation, are designed to align the interests of executives with those of stockholders and to attract, retain, and engage highly talented executives through market-competitive compensation packages established pursuant to the following principles:

Prior to the Separation, the Medtronic Compensation and Talent Committee established Medtronic’s compensation philosophy, program design and administration rules, and was the decision-making body on all compensation matters related to its executive officers. The Medtronic Compensation and Talent Committee solicited input from the Medtronic Independent Consultant and relied on the consultant’s advice.

Following the Separation, the MiniMed Compensation and Talent Committee has established a specific set of objectives and principles to guide MiniMed’s compensation programs and a process for reviewing each element of MiniMed’s compensation programs. In particular, MiniMed’s initial public offering has enabled MiniMed to offer its key employees compensation directly linked to the performance of its business, which MiniMed expects will enhance its ability to attract, retain, and motivate qualified employees and serve the interests of its stockholders.

Prior to the completion of the Separation, Medtronic engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), on MiniMed’s behalf, to assist with making certain decisions concerning MiniMed’s executive compensation program.

Following the Separation, the MiniMed Compensation and Talent Committee retained its own independent compensation consultant, Semler Brossy, to advise on compensation planning decisions (the “MiniMed Independent Consultant”). The MiniMed Compensation and Talent Committee has assessed the independence of Semler Brossy pursuant to the Nasdaq listing standards and SEC rules and is not aware of any conflict of interest raised by Semler Brossy’s work that would prevent Semler Brossy from providing independent advice to the MiniMed Compensation and Talent Committee.

In making post-Separation compensation decisions for Ms. Dallara, who was a member of Medtronic’s executive committee during fiscal year 2026 and reported to Medtronic’s CEO, the Medtronic Compensation and Talent Committee solicited the views of Medtronic’s CEO and Semler Brossy, in its capacity as an independent compensation consultant to the Medtronic Compensation and Talent Committee (the “Medtronic Independent Consultant”). In determining compensation for Ms. Dallara in her role as MiniMed’s CEO following the Separation, Medtronic considered market data and recommendations provided by Aon, while also taking into account the anticipated compensation framework for MiniMed.

In determining compensation for Mr. Spooner in his role as MiniMed CFO, the Medtronic Compensation and Talent Committee considered market data and recommendations provided by Aon. Compensation decisions prior to the Separation for Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena were made through Medtronic’s annual compensation review process, during which compensation recommendations were approved by each NEO’s respective manager. Recommendations were developed in accordance with Medtronic’s established compensation governance framework, while also taking into account the anticipated compensation framework for MiniMed.

The table below notes the governance features that are incorporated into MiniMed’s and Medtronic’s compensation programs, both before and after the Separation:

Prior to the completion of the Separation, Medtronic engaged Aon on MiniMed’s behalf to assist with making certain decisions for MiniMed’s executive compensation program.

The following group of nine public companies were selected as the MiniMed peer group for fiscal year 2026:

The peer group above was used to establish NEO compensation at Separation and was selected from publicly traded companies of similar size operating in the healthcare, industrials and information technology industries, with final selection focused on direct competitors.

After the Separation, the MiniMed Compensation and Talent Committee completed a comprehensive peer group assessment based on product focus, business fit, market capitalization, enterprise value, and employee population, which will inform fiscal year 2027 compensation decisions. Based upon the advice of the MiniMed Independent Consultant, the following nineteen companies have been identified as MiniMed’s peers:

Prior to the Separation, Medtronic entered into offer letters or letters of intent with each of Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena governing the NEOs’ employment with Medtronic. Each such offer letter or letter of intent established the initial annual base salary for the NEO and provided that the NEO would be eligible to participate in the Medtronic MIP and Medtronic LTIP. Additionally, all NEOs were entitled to an annual business allowance to cover automobile, tax preparation, financial planning, and related expenses under their respective offer letters, ranging from $13,000 to $24,000 annually. The letters also provided that NEOs were eligible to participate in Medtronic’s Capital Accumulation Plan, a non-qualified deferred compensation plan. Further, the letters also included provisions for various additional compensation and benefits specific to each NEO as detailed below.

Ms. Dallara’s offer letter, dated February 15, 2022, entitled her to severance benefits upon termination without cause, which would consist of 1.5 times the sum of base salary and annual target or forecasted Medtronic MIP payout (whichever is less), 18 months of COBRA premium payments, and continued vesting of the one-time new hire restricted stock unit grant, all contingent upon execution of a severance and release agreement.

Ms. Nelson Wills’s offer letter, dated September 2023, provided for her eligibility to receive an annual non-qualified stock option award with a target value of $25,000, which vests over four years at 25% per year beginning one year after the date of grant.

Ms. Chandrasena’s offer letter, dated May 30, 2025, provided for eligibility to receive an annual non-qualified stock option award with a target value of $25,000, vesting over four years at 25% per year beginning one year after the date of grant. Additionally, Ms. Chandrasena was entitled to relocation assistance with repayment obligations if employment terminated prior to two years of service.

In connection with the Separation, Medtronic entered into letters of intent or offer letters with each NEO, which detailed such NEO’s individual compensation arrangements effective upon the Separation. These letter agreements are described below. Upon the completion of the Separation, the existing agreements governing the NEOs’ employment with Medtronic, as described above, ceased to be effective, and compensation for the NEOs is now governed by agreements that MiniMed has entered into with its NEOs summarized below.

In recognition of their increased leadership roles and responsibilities in connection with running a public company, Medtronic approved certain compensation arrangements for MiniMed’s NEOs, effective upon the completion of the Separation. For Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, these increases were determined after taking into account the applicable executive’s current and proposed target total direct compensation and the compensation of similarly situated executives at what Medtronic considered to be MiniMed’s peer companies. Base

salary increases were determined after taking into account the applicable NEO’s current and proposed target total direct compensation and the compensation of similarly situated executives at the peer companies comprising the fiscal year 2026 peer group described above. For Mr. Spooner, who was newly hired in connection with the Separation, the compensation arrangements reflect a market-competitive package established based on peer company benchmarking.

Prior to the Separation, Medtronic entered into letters of intent detailing individual compensation arrangements effective upon the completion of the Separation with each of Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena. Each letter of intent established the applicable Named Executive Officer’s initial annual base salary, which salaries are $980,000, $640,000, $525,000 and $475,000 for Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.

In addition, the letters of intent provided that the NEOs will be eligible to participate in MiniMed’s annual incentive plan with target incentive opportunity expressed as a percentage of the NEO’s base salary, which percentages are 120%, 85%, 70%, and 70% of base salary for Ms. Dallara, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.

The letters of intent also provided that the NEOs are eligible to participate in MiniMed’s long-term incentive program, or “LTI,” with target LTI values of $8,000,000 for Ms. Dallara, and 300%, 200%, and 150% of base salary for Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.

As described above, the letters of intent reflected one-time adjustments to base salary, annual incentive opportunity, and long-term incentive opportunity, generally provided in connection with a legacy Medtronic executive’s promotion. This adjustment is designed to align the executive’s compensation with market standards for comparable roles and reflect the NEOs’ increased duties and responsibilities (as further detailed below), with the adjustment providing for an increase to each executive’s total direct compensation targets of 57%, 74% and 36% for Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena, respectively.

Medtronic also entered into an offer letter with Mr. Spooner, dated May 28, 2025, in connection with his hiring. The offer letter established an initial annual base salary of $675,000 and eligibility to participate in the Medtronic MIP with target incentive opportunity equal to 85% of base salary and Medtronic LTIP. Additionally, under his offer letter, Mr Spooner is entitled to the following compensation and benefits: (i) a one-time new hire cash bonus of $1,400,000 payable in two installments ($500,000 in March 2026 and $900,000 in June 2026), (ii) a one-time special restricted stock unit award with a target value of $2,250,000 which vests in equal annual installments over three years commencing March 3, 2026, and to which he remains entitled upon involuntary termination without Cause (as defined in Medtronic’s 2023 Stock Award and Incentive Plan), but which is forfeited upon voluntary resignation prior to payout; (iii) a non-qualified stock option grant with a target value of $25,000 which vests in equal annual installments over four years commencing one year after the date of grant; (iv) relocation assistance; (v) an annual business allowance of $18,000 for automobile, tax preparation, financial planning, and related expenses; (vi) eligibility to participate in Medtronic’s Capital Accumulation Plan, a non-qualified deferred compensation plan; and (vii) severance benefits upon termination without Cause (as defined in Medtronic’s 2023 Stock Award and Incentive Plan) which consist of 18 months of base salary, 18 months of target MIP, 18 months of COBRA coverage, and other standard components of Medtronic’s Severance Pay Plan for Executives, contingent upon execution of a severance and release agreement and subject to replacement by MiniMed’s severance provisions upon the completion of the Separation. The one-time new hire cash bonus and special restricted stock unit award were granted to align Medtronic’s recruiting efforts with market practices, including providing awards on terms similar to awards Mr. Spooner forfeited when leaving his former employer.

As noted elsewhere in this proxy statement, on July 30, 2026, Ms. Nelson Wills notified the Company of her decision to resign from her position, effective September 25, 2026.

At the beginning of fiscal year 2026, the Medtronic Independent Consultant presented to the Medtronic Compensation and Talent Committee an analysis that identified the market base salary ranges for certain of Medtronic’s executive officers and other members of the executive leadership team, including Ms. Dallara. The Medtronic Compensation and Talent Committee reviewed such market data for the members of the executive leadership team, including Ms. Dallara. For Mr. Spooner, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena Medtronic used general industry standards when considering market base salary ranges.

The table below sets forth the fiscal year 2026 base salaries for each of MiniMed’s NEOs employed by Medtronic in fiscal year 2026 prior to and following the Separation.

The table below sets forth the compensation levels for MiniMed’s NEOs as of the Separation. Following the Separation, the MiniMed Compensation and Talent Committee approved these compensation levels for the NEOs.

The Medtronic Compensation and Talent Committee set individual target awards under the Medtronic MIP applicable to the Diabetes Operating Unit, now MiniMed, for Ms. Dallara, expressed as a percentage of base salary, based on several factors such as desired competitiveness, performance, expertise, experience, and internal equity. For other NEOs, Medtronic MIP targets were set as a percentage of base salary based on their respective job levels within Medtronic’s organizational structure. The following table highlights the target MIP percentage for MiniMed’s NEOs in fiscal year 2026 prior to and following the Separation:

For fiscal year 2026 Medtronic MIP, the Medtronic Compensation and Talent Committee used the Medtronic board-approved annual operating plan to develop challenging but fair financial performance expectations and nonfinancial objectives key to Medtronic’s sustained long-term success. The first component of fiscal year 2026 Medtronic MIP was Medtronic’s financial performance. Medtronic objectives are set at the beginning of each fiscal year and performance against those objectives determines the payout pool for Medtronic. Medtronic’s OUs, including the Medtronic Diabetes Operating Unit, now MiniMed, are evaluated against financial and/or quality metrics, measuring how well they perform against these targets set at the beginning of the fiscal year. Additional calibration is performed to assess each OU’s relative impact to the success of Medtronic, which has an impact on the final MIP performance outcomes. Medtronic Performance and OU Performance, along with the calibration process, determine Plan Performance.

The Medtronic MIP for the Diabetes Operating Unit is the only short-term incentive plan applicable to the MiniMed NEOs for fiscal year 2026.

In fiscal year 2026, MiniMed achieved a 95% performance score, with Market Share and Quality metrics above target, Revenue Growth and Free Cash Flow slightly below target, and Operating Margin below threshold.

The final bonus pool was funded at 94%, after one percentage point was reserved for individual differentiation among top performers.

Another component of the fiscal year 2026 Medtronic MIP for the NEOs was individual performance based on an assessment of performance for each individual considering objectives and key results (“OKRs”). Each NEO was evaluated using a nine-box performance framework based on business results and leadership behaviors with pre-determined modifiers by box. Performance modifiers reflect each NEO’s impact on MiniMed performance, including leading through and completing a successful initial public offering and the Separation from Medtronic. The following table highlights the individual performance levels of achievement for MiniMed’s NEOs (which amounts were approved by the MiniMed Compensation and Talent Committee following the Separation).

Based on the financial, team, and individual performance results, the total fiscal year 2026 Medtronic MIP payout for each NEO was as follows:

The following table highlights the fiscal year 2026 target long-term incentive value for each NEO: