8-KFiled Aug 31, 8:00 PM ET

ResMed Inc. Enters $450M Accelerated Share Repurchase with Citibank

$RMD · RESMED INC

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ResMed Inc. Enters $450M Accelerated Share Repurchase with Citibank

What Happened ResMed Inc. announced on August 31, 2026 (Item 8.01) that it entered an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase $450.0 million of its common stock. The company will pay $450.0 million to Citibank on September 3, 2026 and expects an initial delivery that same day equal to 80% of $450.0 million divided by the September 2, 2026 closing price. Final shares to be repurchased will be determined by the average daily volume-weighted average price (VWAP) during the ASR term, less a discount and subject to adjustments; final settlement is scheduled for December 2026 but could occur earlier at Citibank’s election.

Key Details

  • Amount: $450.0 million accelerated share repurchase with Citibank, N.A.
  • Payment/initial delivery: Company will pay $450.0M on Sept 3, 2026 and expects an initial delivery that day (80% of $450M ÷ Sept 2 closing price).
  • Settlement: Final share count based on VWAP during ASR term; final settlement scheduled for Dec 2026 (or earlier at Citibank’s option).
  • Funding and authorization: Funded by proceeds from the sale of MatrixCare and cash on hand; conducted under an existing board-approved repurchase authorization for up to 20,000,000 shares (approved Feb 2014). The ASR was previously disclosed in ResMed’s FY27 guidance on Aug 6, 2026.

Why It Matters This ASR is a sizeable capital-return action that should reduce ResMed’s outstanding shares once final settlement occurs, which can increase per-share metrics like earnings per share (EPS) assuming constant earnings. Investors should note the transaction’s timing, funding source (MatrixCare sale proceeds and cash), and that the final number of shares repurchased will depend on market prices during the ASR term and possible adjustments at settlement.