Medtronic plc Corrects Prospectus for MiniMed Exchange Offer

What Happened

• Medtronic plc announced on September 14, 2026 that it commenced an exchange offer to swap up to 225,361,295 newly issued MiniMed Group, Inc. shares for outstanding Medtronic ordinary shares. After launching the Exchange Offer, Medtronic discovered a typographical error in the Prospectus regarding the guaranteed-delivery procedures and filed this Form 8-K (dated September 17, 2026) to correct that disclosure.
• The correction clarifies the guaranteed-delivery timing: an executed notice of guaranteed delivery must be received by the exchange agent by the Exchange Offer expiration (by 12:00 midnight, New York time, on the expiration date), and the physical certificates or book-entry confirmation and required documents must be received by 5:00 p.m., New York time, on the second NYSE trading day after execution of the notice (the Prospectus had erroneously stated a 12:00 midnight cutoff for that second-day receipt).

Key Details

• Exchange Offer commenced: September 14, 2026.
• Maximum shares offered: up to 225,361,295 newly issued MiniMed common shares.
• Oversubscription policy: Medtronic may accept additional validly tendered Medtronic ordinary shares up to 2% of total outstanding Medtronic ordinary shares representing Medtronic's remaining interest in MiniMed.
• Corrected guaranteed-delivery cutoff: documents and shares must arrive by 5:00 p.m. (New York City time) on the second NYSE trading day after the notice of guaranteed delivery (not 12:00 midnight).

Why It Matters

• Deadlines matter for shareholders who want to tender their Medtronic ordinary shares in the Exchange Offer: the corrected 5:00 p.m. deadline on the second trading day gives a precise cut-off for delivery of certificates or book-entry confirmation and related paperwork. An incorrect deadline in the Prospectus could have caused confusion or missed tenders.
• The filing is informational and procedural — it does not change the economic terms of the Exchange Offer, the number of shares offered, or Medtronic’s stated oversubscription acceptance policy. Investors who plan to participate should read the Prospectus and related S-4/Schedule TO materials and follow the guaranteed-delivery instructions exactly.