MiniMed Group, Inc.: completion of exchange offer and board changes

What happened

• MiniMed Group, Inc. reported that on Oct 15, 2026 the previously announced exchange offer of up to an aggregate of 252,813,348 newly issued shares of common stock was completed. According to final results announced by Medtronic, Medtronic accepted an aggregate of 55,032,401 Medtronic ordinary shares from its shareholders in the Exchange Offer in exchange for 252,813,348 shares of MiniMed common stock, and Medtronic no longer owns any shares of common stock of MiniMed.
• The Exchange Offer is described in a registration statement on Form S-4 (File No. 333-298914) originally filed by MiniMed on Sep 14, 2026, including a final prospectus filed on Oct 5, 2026.

Key details

• 4 directors resigned effective Oct 15, 2026: Linnea Burman, Scott Cundy, Laura Mauri, and Matthew R. Walter.
• The board decreased from 11 to 8 members and appointed Amy Bricker as a director effective Oct 15, 2026; she will serve as a Class II director with a term expiring at the 2027 annual meeting and will be a member of the board’s Nominating and Corporate Governance Committee.
• Ms. Bricker is Executive Vice President, Chief Enterprise Pharmacy Officer of Walgreen Co. since 2025, previously worked at CVS Health Corporation from 2023 to 2024 and Express Scripts from 2010 to 2023 (including as President from 2020 to 2023), and holds a B.S. from the University of Health Sciences and Pharmacy in St. Louis. The board determined Ms. Bricker is “independent” under Nasdaq, SEC and company guidelines.
• The board amended the MiniMed Group, Inc. Non-Employee Director Compensation Policy to provide for a pro-rated annual grant of restricted stock units to individuals who become non-employee directors between annual shareholder meetings; the full text will be filed as an exhibit to the company’s Form 10-Q for the fiscal quarter ending Oct 30, 2026.

Why it may matter

• The filing reports Item 5.01 (changes in control) relating to the completed Exchange Offer, Item 5.02 (departure and election of directors) reporting director resignations, an appointment and an amendment to director compensation, and Item 7.01 (regulation FD disclosure) reporting a press release announcing completion of the Exchange Offer. A filing does not show why the insider traded or why the company acted.