mdt-20250521

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2025

_____________________________

(Exact name of Registrant as Specified in its Charter)

_____________________________

Ireland

1-36820

98-1183488

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Parkmore Business Park West

(Address of principal executive offices) (Zip Code)

(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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share	MDT	New York Stock Exchange
0.250% Senior Notes due 2025	MDT/25	New York Stock Exchange
0.000% Senior Notes due 2025	MDT/25A	New York Stock Exchange
2.625% Senior Notes due 2025	MDT/25B	New York Stock Exchange
1.125% Senior Notes due 2027	MDT/27	New York Stock Exchange
0.375% Senior Notes due 2028	MDT/28	New York Stock Exchange
3.000% Senior Notes due 2028	MDT/28A	New York Stock Exchange
3.650% Senior Notes due 2029	MDT/29	New York Stock Exchange
1.625% Senior Notes due 2031	MDT/31	New York Stock Exchange
1.000% Senior Notes due 2031	MDT/31A	New York Stock Exchange
3.125% Senior Notes due 2031	MDT/31B	New York Stock Exchange
0.750% Senior Notes due 2032	MDT/32	New York Stock Exchange
3.375% Senior Notes due 2034	MDT/34	New York Stock Exchange
3.875% Senior Notes due 2036	MDT/36	New York Stock Exchange
2.250% Senior Notes due 2039	MDT/39A	New York Stock Exchange
1.500% Senior Notes due 2039	MDT/39B	New York Stock Exchange
1.375% Senior Notes due 2040	MDT/40A	New York Stock Exchange
4.150% Senior Notes due 2043	MDT/43A	New York Stock Exchange
1.750% Senior Notes due 2049	MDT/49	New York Stock Exchange
1.625% Senior Notes due 2050	MDT/50	New York Stock Exchange
4.150% Senior Notes due 2053	MDT/53	New York Stock Exchange

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. ☐


Item 2.02.			Results of Operations and Financial Condition

On May 21, 2025, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its full year and fourth quarter fiscal year 2025 financial results. A copy of the Medtronic financial results press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As referenced in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, the Company announced that Sean Salmon would be departing from his position as EVP and President, Cardiovascular Portfolio and Skip Kiil would be assuming the role of EVP and President, Cardiovascular Portfolio, effective May 21, 2025. Mr. Salmon will remain an employee of the Company until September 2, 2025. Mr. Salmon is entitled to and will receive severance payments and benefits consistent with Medtronic’s severance practices for executive officers described in Medtronic’s 2024 Proxy Statement filed with the Securities and Exchange Commission on August 9, 2024.


Item 8.01.			Other Events

As described in the press release attached as Exhibit 99.2 to this Current Report on Form 8-K, on May 21, 2025, Medtronic announced its intent to separate its Diabetes business into a new standalone public company.

(d) List of Exhibits

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.

Medtronic plc

/s/ Thierry Piéton

Date: May 21, 2025

Thierry Piéton

Executive Vice President and Chief Financial Officer


Exhibit Number						Description

99.1						Fourth quarter and fiscal year 2025 earnings press release of Medtronic plc, dated May 21, 2025
99.2						Diabetes separation press release of Medtronic plc, dated May 21, 2025
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).


Exhibit Number						Description

99.1						Fourth quarter and fiscal year 2025 earnings press release of Medtronic plc, dated May 21, 2025
99.2						Diabetes separation press release of Medtronic plc, dated May 21, 2025
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).