SEC Form 8-K filed by Medtronic plc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2025

Medtronic plc

(Exact Name of Registrant as Specified in its Charter)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On September 15, 2025, Medtronic public limited company (“Medtronic plc”) issued a press release announcing the pricing of the Offering (as defined below), the net proceeds of which are expected to be used to repay Medtronic Global Holdings S.C.A.’s (“Medtronic Luxco”) 0.000% Senior Notes due 2025 and Medtronic Luxco’s 2.625% Senior Notes due 2025. The financial impact from the Offering and the expected use of proceeds was reflected in Medtronic plc’s fiscal year 2026 adjusted earnings per share guidance that Medtronic plc reiterated on August 19, 2025.

Underwriting Agreement

On September 15, 2025, Medtronic, Inc., Medtronic plc and Medtronic Luxco entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters listed therein, for which Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC acted as representatives. Pursuant to the Underwriting Agreement, Medtronic, Inc., an indirect wholly owned subsidiary of Medtronic plc, will issue and sell €750,000,000 aggregate principal amount of its 2.950% Senior Notes due 2030 (the “2030 Notes”) and €750,000,000 aggregate principal amount of its 4.200% Senior Notes due 2045 (the “2045 Notes” and together with the 2030 Notes, the “Notes”) to the underwriters, in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3 (the “Registration Statement”) (File No. 333-270272) filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2023, and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the Offering. The Notes are fully and unconditionally guaranteed on a joint and several basis by Medtronic Luxco and Medtronic plc.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference into the Registration Statement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Redemption of Existing Notes

On September 16, 2025, Medtronic Luxco elected to redeem all €500,000,000 of its outstanding 2.625% Senior Notes due 2025 (CUSIP Number: 58507L AX7) (the “Redemption Notes”), on September 29, 2025 (the “Redemption Date”). The Redemption Notes will be redeemed at a redemption price equal to 100% of the principal amount of the Redemption Notes to be redeemed, plus accrued and unpaid interest to, but not including, the Redemption Date. Medtronic Luxco’s obligation to redeem the Redemption Notes is conditioned upon the completion of the issuance and sale of the Notes on or before the Redemption Date (which Redemption Date could be delayed in Medtronic Luxco’s sole discretion if this condition is not satisfied pursuant to the terms of the indenture governing the Redemption Notes).

Medtronic Luxco has given notice to Computershare Trust Company, N.A., as the trustee (the “Trustee”) and U.S. Bank Europe DAC, as the paying agent (the “Paying Agent”), for the Redemption Notes, instructing the Paying Agent to distribute a notice of redemption to all registered holders of the Redemption Notes on September 17, 2025. Copies of such notice of redemption and additional information relating to the procedure for redemption of the Redemption Notes may be obtained from the Paying Agent.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Redemption Notes. Holders of the Redemption Notes should refer to the notice of redemption to be delivered by the Paying Agent to the registered holders of the Redemption Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.