S&P 500 Healthcare Sector SEC Filings — September 14, 2026

14-09-2026

Medtronic plc has launched an exchange offer to split off at least 80.1% of MiniMed Group, Inc. (Nasdaq: MMED), its former Diabetes business, which completed an IPO in March 2026 with Medtronic retaining ~90% ownership. Shareholders can exchange Medtronic ordinary shares for MiniMed common stock at a 7% discount, with an expected value of ~$107.53 of MiniMed stock for every $100 of Medtronic shares tendered. The offer is expected to be generally tax-free for U.S. federal income tax purposes and is voluntary for shareholders.

• · Exchange offer period expected to expire on October 9, 2026, unless extended or terminated.
• · Final exchange ratio will be announced by 9:00 a.m. New York City time on the trading day immediately preceding expiration date.
• · Daily indicative exchange ratio will be available from the third trading day of the offer period at http://www.dfking.com/MDTSeparation.
• · Upper limit of exchange is 4.5939 MiniMed shares per Medtronic ordinary share tendered.
• · If not fully subscribed, Medtronic intends to divest remaining MiniMed shares via spin-off, split-off, or debt-for-equity exchange.
• · Medtronic's technologies treat 70 health conditions and transform lives of two people every second.

14-09-2026

Medtronic announced its intent to spin off approximately 80% of its shares in MiniMed common stock through an exchange offer, as part of a broader separation that includes Day 2 business transfers. The company filed a Form S-4 registration statement and a Schedule TO with the SEC, and the exchange offer is separate from Day 2 employee conveyance decisions. No immediate employment changes are expected, and Day 2 timing remains unchanged, with transitional services expected to conclude within 24 months of the IPO.

• · The exchange offer is a stock ownership transaction to divest Medtronic's remaining ownership interest in MiniMed.
• · Day 2 closings are expected to occur 18-24 months from IPO, driven by operational, regulatory, legal, tax, and country-specific requirements.
• · Medtronic continues to operate the Diabetes business in certain Day 2 countries today.
• · Participation in the exchange offer has no bearing on Day 2 employee conveyance decisions.
• · Transitional services from Medtronic are expected to conclude within 24 months of the IPO.
• · Information agent contact: (877) 361-7972 (toll-free for shareholders) or (646) 845-0146 (banks, brokers, others outside the US).
• · Prospectus and related documents available at http://www.dfking.com/MDTSeparation.

14-09-2026

Medtronic plc is offering to exchange up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock for shares of Medtronic common stock as part of a separation transaction. The exchange is being conducted pursuant to a prospectus and is communicated via a dedicated website. No financial results or period-over-period comparisons are provided in this filing.

• · The exchange offer is for up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock.
• · The filing is a Rule 425 communication under the Securities Act of 1933.
• · A dedicated website at https://www.dfking.com/MDTSeparation is maintained for the transaction.

14-09-2026

SVP, Corporate Controller Dahl Andrew M. had withheld for taxes 253 Common Stock at $84.37 (~$21.3K). Dahl Andrew M. holds 14,615.41 shares after the transaction.

• · SVP, Corporate Controller Dahl Andrew M. had withheld for taxes 253 Common Stock at $84.37 (~$21.3K)

14-09-2026

Medtronic plc has filed a Schedule TO with the SEC to launch an exchange offer, proposing to swap up to 225,361,295 newly issued shares of MiniMed Group, Inc. common stock (representing approximately 80.1% of MiniMed's outstanding shares) for outstanding Medtronic ordinary shares. The exchange offer is an issuer tender offer under Rule 13e-4, and if oversubscribed, Medtronic may exchange an additional 27,452,053 MiniMed shares (its remaining interest) for up to 2% of outstanding Medtronic ordinary shares. Medtronic ordinary shares accepted in the offer will be redeemed and cancelled, and the company's directors do not intend to tender their shares.

• · Medtronic directors do not intend to tender their shares in the exchange offer.
• · Medtronic ordinary shares accepted will be redeemed and cancelled.
• · The exchange offer is open to all holders of Medtronic ordinary shares, including officers and affiliates, on the same terms.
• · MiniMed has filed a Form S-4 registration statement (No. 333-298914) with the SEC for the new MiniMed shares.
• · Medtronic's fiscal 2027 first quarter (ended July 31, 2026) stock price range: high $88.98, low $73.31.
• · Medtronic's fiscal 2027 second quarter (through September 11, 2026) stock price range: high $95.41, low $84.95.
• · Several executive officers exercised stock options and paid tax liabilities via share withholding in late July and August 2026, at prices between $85.39 and $92.30 per share.

14-09-2026

Medtronic announced an exchange offer to split off its remaining ownership in MiniMed, allowing shareholders to exchange Medtronic shares (MDT) for MiniMed shares (MMED) at a discount. The offer expires on October 9, and upon completion, Medtronic will no longer hold an equity stake in MiniMed, making it a fully independent company. No financial metrics or performance data are provided in this filing.

• · Shareholders have until October 9 to elect to exchange all, some, or none of their MDT shares.
• · Unvested RSUs, unvested stock options, or vested but unexercised stock options are not eligible for the exchange offer.
• · Shares purchased under the Medtronic ESPP must meet a one-year holding period requirement to be eligible.
• · Materials related to the exchange offer will not be distributed to shareholders in the EEA except to 'qualified investors'.

14-09-2026

Medtronic announced its intention to split off its remaining ownership in MiniMed shares through an exchange offer, following MiniMed's IPO on March 6, 2026. The exchange offer is a key step toward making MiniMed a fully independent company, with the transaction intended to be generally tax-free to shareholders for U.S. federal income tax purposes. No financial terms were disclosed, and the company cautioned that actual results may differ materially from forward-looking statements.

• · MiniMed's initial public offering occurred on March 6, 2026.
• · The exchange offer is made solely by the prospectus; Medtronic has filed a Schedule TO with the SEC.
• · The information agent for the exchange offer is D.F. King & Co., Inc.; toll-free number for shareholders: (877) 361-7972.
• · The transaction is intended to be generally tax-free to shareholders for U.S. federal income tax purposes.
• · The all-employee email was scheduled to be sent around 9 a.m. CT on the filing date.

14-09-2026

Medtronic plc is offering to exchange Medtronic ordinary shares for newly issued MiniMed Group common stock as part of the planned divestment of its Diabetes Operating Unit. Medtronic currently owns approximately 89.86% of MiniMed after its March 2026 IPO, and the exchange offer, if completed, will leave MiniMed as an independent company. Eligible Medtronic shareholders, including employees with personally owned shares, may voluntarily participate, but equity awards like unvested RSUs/PSUs are not eligible.

• · The exchange offer is expected to be tax-free under Section 355 of the Internal Revenue Code, but individual tax consequences may vary.
• · Medtronic ESPP shares that have satisfied the one-year holding period are eligible for exchange, with separate tender procedures.
• · Vested and unexercised Medtronic stock options can be exercised and the resulting shares tendered if initiated at least two trading days before the offer expires.
• · The exchange offer does not apply to Medtronic equity awards (unvested RSUs/PSUs, stock options).

14-09-2026

Medtronic announced a tax-efficient exchange offer to split-off up to 80.1% (225,361,295 shares) of its MiniMed diabetes business, with the intention to divest its full 89.9% stake if oversubscribed. The offer values MiniMed Common Stock at a 7% premium to Medtronic shares ($107.53 of MiniMed stock per $100 of Medtronic stock), but includes an upper limit of 4.5939 MiniMed shares per Medtronic share (a 12% discount based on September 11, 2026 prices) that could reduce the premium. Medtronic expects the transaction to be tax-free for U.S. federal income tax purposes under Section 355, while MiniMed does not expect to pay dividends for the foreseeable future.

• · The exchange ratio values Medtronic shares at 100% of Average MDT Price and MiniMed shares at 93% of Average MMED Price, offering a discount on MiniMed stock.
• · If the upper limit (4.5939 MiniMed shares per Medtronic share) is in effect, the premium may be reduced or eliminated.
• · Medtronic shareholders who do not wish to participate need not take any action.
• · MiniMed does not expect to pay dividends for the foreseeable future; all earnings will be used for business growth.
• · The Averaging Period for calculating exchange ratios is October 5-7, 2026, unless the offer is extended.
• · Non-U.S. shareholders must confirm an exemption under their home country laws to participate.
• · Vested but unexercised Medtronic stock options must be exercised at least two trading days before the offer expiration to be eligible for exchange.
• · Medtronic's quarterly dividend of $0.72 per share (record date Sept 25, 2026) will still be paid on tendered shares.