DEF 14A of Resmed Inc, Oct 1, 2026

DEF 14A of Resmed Inc

Filed Oct 1, 2026 · FY20260000943819-26-000080

Open on EDGAR

  1. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box:

  2. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    | o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | x | Definitive Proxy Statement | | | | o | Definitive Additional Materials | | | | o | Soliciting Material Pursuant to § 240.14A-12 | | |

  3. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    | (Name of Registrant as Specified in its Charter) | | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |

  4. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    | Payment of Filing Fee (Check all boxes that apply): | | | x | No fee required. | | o | Fee paid previously with preliminary materials. | | o | Fee computed on table in exhibit required by Item 25(c) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

  5. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    | | | A Message from Our Chairman: |

  6. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    | | | | | “At the heart of my message to you is what Resmed truly is: an innovation machine.” |

  7. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    Dear Resmed Stockholders, Fiscal year 2026 was another strong year for Resmed. We delivered excellent financial and operational results, continued to innovate across sleep and breathing health, and made important investments to position Resmed for sustainable long-term growth. Most importantly, we continued to deliver on our mission and our purpose: helping people sleep better, breathe better, and live higher-quality lives with healthcare delivered right in their own homes. Our performance reflects the strength of our strategy and the hard work of more than 11,300 Resmedians helping patients in over 140 countries around the world. For fiscal year 2026, revenue grew 8% in constant currency, non-GAAP diluted earnings per share grew 17%, and we generated more than $1.6 billion of free cash flow. During fiscal year 2026, we returned more than $1 billion to stockholders through dividends and share repurchases, an increase of more than 70% from the prior fiscal year. Our results give us the flexibility to invest in the long-term growth of Resmed and return capital to our stockholders. That balance has been an important part of our strategy. At the heart of my message to you is what Resmed truly is: an innovation machine. We are advancing our connected device platforms, expanding our mask portfolio with new fabric-based technology, and investing in digital health and artificial intelligence (AI) products. Our AI-powered digital health capabilities are helping us create more personalized experiences for patients and more efficient workflows for healthcare providers. We see significant opportunity to use these technologies to help people move more seamlessly from awareness to screening and diagnosis to treatment as well as to the ultimate goal: long-term treatment. The opportunity ahead of us is significant. Awareness of sleep health is growing. Consumer technologies are helping more people understand their sleep health. New pharmaceutical therapies are bringing more patients into conversations about obstructive sleep apnea with their primary care physicians. And healthcare systems increasingly recognize the importance of delivering high-quality care in the home. Resmed is well positioned as the leader in sleep health, at the intersection of these trends. As we progress through fiscal year 2027, our priorities are clear: enhance the core business, transform the core business, and build the future. We will continue to invest in innovation, to execute with discipline, and to invest our cash flow to create long-term value for stockholders. Executing today. Building for tomorrow. We made meaningful progress against our Resmed 2030 strategy during the year. We continued to sharpen our portfolio around the areas where we believe Resmed can create the greatest long-term value. We completed our acquisition of Noctrix Health for a gross purchase price of $340 million, expanding our sleep health portfolio into restless legs syndrome (RLS). RLS impacts over 7% of adults with an estimated total addressable market of 400 million patients worldwide. We also announced the divestiture of the MatrixCare business, further focusing our residential care software portfolio on areas most closely aligned with our core strategy and accelerating that business back to high-single digit revenue growth. On September 1, 2026, we closed that transaction. Our strong cash generation and the proceeds from the MatrixCare transaction also gave us the ability to continue returning significant capital to stockholders. We are primarily using the proceeds of MatrixCare transaction for an accelerated share repurchase (ASR) agreement. Over the course of fiscal 2027, inclusive of the ASR, we expect to repurchase approximately $1.5 billion of Resmed shares. Together with our 10% increase in the quarterly dividend to $0.66 per share, we plan to return more than $1.85 billion to stockholders in fiscal year 2027, our second consecutive year of more than a 70% increase in capital returned to stockholders. Our focus on long-term performance extends to our leadership and our Board governance. Continuing the evolution of our Board of Directors In August, we announced that Carol Burt will become Resmed's Lead Director on November 15, 2026. Carol has served on our Board since 2013 and currently chairs our Nominating and Governance Committee. She brings deep governance experience, broad healthcare industry knowledge, and a strong commitment to Resmed's mission and stewardship of our unique culture. I look forward to continuing to work closely with Carol and our entire Board as we advance our strategy and create long-term value for our stockholders. Carol will succeed Ron Taylor, who is not standing for reelection at this year's Annual Meeting and will retire after more than 21 years of service to Resmed. Ron has made extraordinary contributions over the past two decades, including serving as our Lead Director since 2013. His integrity, sound judgment, and unwavering commitment to our patients, employees, and stockholders helped shape Resmed. I want to personally thank Ron for his leadership, his counsel and his friendship, and wish him and his family all the very best. Our Board has already determined that following Ron's retirement, the size of our Board will be reduced from 11 directors to 10 directors. This is part of the thoughtful evolution of our Board as we balance continuity and experience with new perspectives and capabilities. Fiscal year 2026 also marked an important management transition. After more than two decades of extraordinary service as our Chief Financial Officer, Brett Sandercock stepped down from the role. Brett played an important role in building the financial strength and discipline that Resmed has today, and I am deeply grateful for his partnership and friendship. We were pleased to welcome Aaron Bloomer as our new Chief Financial Officer, and I look forward to working with Aaron as we execute the next phase of our strategy. A long runway ahead Resmed is not standing still. Our markets remain significantly underpenetrated, giving Resmed a long runway for growth. Billions of people around the world need better sleep and breathing health, giving us an extraordinary opportunity to expand access to care. Our job is straightforward: keep innovating, keep executing, and keep helping more people get the care they need. If we do those things well, we will continue to create value for patients, physicians, providers, payers, our communities, and, of course, for you, our stockholders. On behalf of our Board and more than 11,300 Resmedians around the world, thank you for your continued trust and support. We are proud of what we accomplished in fiscal year 2026—and even more excited about what comes next. Sincerely,

  8. Director Nominees Snapshot

    Director Nominees Snapshot Based on voluntary self-identification, three of our ten nominees (30%) identify as members of underrepresented communities.

  9. Director Nominees Snapshot

    | Proposal 2 Ratification of Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm Your board of directors believes it is in our and our stockholders’ best interests to retain PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2027. | | Your board of directors recommends that you vote “FOR” Proposal 2. Page 42 |

  10. Director Nominees Snapshot

    | Proposal 3 Advisory Vote to Approve Named Executive Officer Compensation Our executive compensation program is designed to align the interests of our executives with those of our stockholders by emphasizing pay for performance and long-term value creation. | | Your board of directors recommends that you vote “FOR” Proposal 3. Page 48 |

  11. Director Nominees Snapshot

    | | | Board and Governance Matters |

  12. Director Nominees Snapshot

    | Proposal 1 Election of Directors Our bylaws authorize a board of directors with between one and thirteen members, with the exact number to be specified by the board from time to time. Consistent with best governance practices, all our current directors’ terms expire at this annual stockholder meeting. Our board has nominated ten of the eleven current directors for re-election at this annual meeting. The directors to be elected at this annual meeting will hold office until the 2027 annual meeting (and until their successors are elected and qualified) or until the director’s earlier death, disability, resignation, or removal. On August 17, 2026, we announced that the board appointed Carol Burt to serve as lead director, effective November 15, 2026. Ms. Burt, who currently chairs the nominating and governance committee and serves on the audit and the compliance, privacy and quality committees, will succeed Ronald Taylor as lead director. On the same date, we also announced Mr. Taylor’s decision to retire at the end of his current term, not to stand for reelection, and to resign as a member of the board as of the date of the annual stockholder meeting on November 18, 2026. In light of Mr. Taylor’s decision, the board has voted to reduce the size of the board to ten members following the annual meeting. Mr. Taylor’s retirement does not reflect any disagreement or conflict with the board or the company. We are therefore soliciting proxies in favor of ten nominees and proxies will be voted for them unless the proxy otherwise specifies. If any nominee becomes unable or unwilling to serve as a director, the proxies will be voted for the election of another person, if any, that the board designates. Required Vote The affirmative vote of a majority of the votes cast at the annual meeting at which a quorum is present is required to elect each of the ten nominees for director, meaning that the number of votes cast “for” a candidate for director must exceed the number of votes cast “against” that candidate. If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a bank, broker or other holder of record and you do not instruct them on how to vote for each of the ten nominees, they will not have the authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the vote. | | | | Your board of directors recommends a vote “FOR” election of each of the ten nominees to the board of directors. |

  13. Director Nominees Snapshot

    Our Board of Directors Our Board Nominees The nominees have a variety of backgrounds and perspectives that enable them to provide valuable guidance on strategy, operations and culture for Resmed. They have extensive executive leadership experience, as well as corporate governance expertise. Many have global business experience, including through service in a chief executive officer role or in other senior corporate leadership positions. One director currently resides in Singapore, and another currently resides and works in Europe. Others have worked outside the United States in the past, collectively providing valuable perspectives on our global business environment. All have experience with medical device, technology or product innovation and development, and understand the dynamics of our industry. Skills and Experience We believe our directors bring a well‑rounded and diverse variety of backgrounds, skills, experience and qualifications, combined with deep knowledge of the company and our industry. As we review our long‑term strategy, we also evaluate what current and future skills and experience our board requires to support its oversight of management and the company's direction. We weigh existing skills when assessing our current directors and potential director candidates. When identifying new directors, the board seeks to introduce fresh perspectives while further enhancing the mix of experience and backgrounds currently represented on the board. The table below summarizes our director nominees’ principal skills, experience and qualifications.(1)

  14. Director Nominees Snapshot

    | | Carol Burt | Jan De Witte | Christopher DelOrefice | Karen Drexler | Michael Farrell | Peter Farrell | Harjit Gill | John Hernandez | Nicole Mowad-Nassar | Desney Tan | | Public Company CEO Prior experience as the chief executive officer of a public company | | ☑ | | | ☑ | ☑ | | | | | | Corporate Governance and Public Company Board Experience serving on and/or leading boards/committees of other publicly‑traded companies | ☑ | ☑ | | ☑ | ☑ | ☑ | | ☑ | | | | Healthcare Experience in executive positions within the healthcare industry including medical device, medical technology, payor, provider and pharmaceutical businesses | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Government Relations, Reimbursement and Public Policy Experience with healthcare regulatory, public and private reimbursement, community relations and public policy | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Technology Knowledge or experience that contributes to the board’s oversight of technology, data protection, cybersecurity and artificial intelligence | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Financial Acumen and Expertise Experience analyzing financial statements, capital structures and financial transactions including mergers and acquisitions, accounting and financial reporting processes | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Global Business and Strategy Experience operating in a global environment including sales and marketing, manufacturing and supply chains, human capital management, and stakeholder communications | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Product Quality and Safety Experience in product quality and safety systems | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ |

  15. Director Nominees Snapshot

    (1) This summary is not intended to be an exhaustive list of each of our directors’ skills or contributions to the board. Biographies Included below is summary information as of September 22, 2026, regarding our director nominees, including key business experience, director positions with other public companies, and the experience, qualifications, attributes and skills that led the nominating and governance committee and the board to determine that each candidate should be nominated for election at our 2026 annual meeting to serve as a director of the company. Information about the ten nominees for director is set forth below: Nominees for election at our 2026 annual meeting to serve for a one-year term expiring at the 2027 annual meeting:

  16. Director Nominees Snapshot

    | | Carol Burt | 68 Independent Senior Advisor and Member of the Operating Council for Consonance Capital Partners | | | | | Director since: 2013 Lead Director effective: November 15, 2026 Committees: •Audit •Compliance, Privacy and Quality •Nominating and Governance (Chair) | Current Public Company Directorships: •IQVIA Holdings Inc. (NYSE: IQV), a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry (2019-present) •Chair of the Leadership Development and Compensation Committee •Member of the Audit Committee | Prior Public Company Directorships: •Envision Healthcare Corp. (NYSE:EVHC) •Transitional Hospitals Corporation (NYSE: THC) •Vanguard Health Systems Inc. (NYSE: VHS) •WellCare Health Plans, Inc. (NYSE: WCG) |

  17. Director Nominees Snapshot

    | Skills and Qualifications •Extensive experience in corporate governance, executive management, finance, accounting and capital markets, strategy, mergers and acquisitions, operations, risk oversight and compliance •Previously served on the public boards of four NYSE-listed companies including chairing audit, compliance oversight, compensation and leadership development, and nominating and governance committees •Contributes deep expertise in the healthcare insurance, healthcare services, medical technology, and financial services industries Education and Professional Credentials •Graduated magna cum laude from the University of Houston, earning a Bachelor of Business Administration | Business Experience Consonance Capital Partners, a New York-based private equity firm focused on investments in the healthcare industry •2013 to present – Senior Advisor and a member of the Operating Council WelldyneRX, LLC, a Carlyle Group portfolio company focused on pharmacy benefit management services •2017 to present – Member, Board of Directors Global Medical Response, Inc., a KKR portfolio company providing ground and air emergency medical transportation services •2019 to 2024 – Member, Board of Directors KEPRO (Keystone Peer Review Organization, LLC), a Consonance Capital Partners portfolio company focused on healthcare quality improvement and care management services •2015 to 2017 – Member, Board of Directors WellPoint, Inc. (now Elevance Health, Inc., NYSE: ELV) •1997 to 2007 – Senior Vice President of Corporate Finance and Development, among other roles American Medical Response •1996 to 1997 – Senior Vice President and Treasurer Chase Securities, Inc. (now JP Morgan Chase & Co, NYSE: JPM) •1981 to 1996 – Founder, Managing Director and Head of the Health Care Banking Group, among other roles Other Experience •Member, Women Corporate Directors •Member, the International Women’s Forum |

  18. Director Nominees Snapshot

    | | Jan De Witte | 62 Independent Operating Partner of GHO Capital Partners LLP | | | | | Director since: 2019 Committees: •Audit •Compensation and Leadership Development •Nominating and Governance | Current Public Company Directorships: •Elekta (B.ST: EKTA), a leading global company, headquartered in Sweden that develops and produces radiation therapy and radiosurgery-related equipment and clinical management for the treatment of cancer and brain disorders (2025-present) •Member of the Strategy and Innovation Committee | Prior Public Company Directorships: •BARCO (EBR:BAR) •Integra Life Sciences (NASDAQ: IART) (2021 - 2025) |

  19. Director Nominees Snapshot

    | Skills and Qualifications •Served in a variety of global operational, business leadership and CEO roles over the past 35 years •During 17-year tenure with GE Healthcare, worked in management and CEO roles covering business responsibilities across Europe, Middle East, China, Asia-Pacific, and the Americas, living both in the U.S. and Europe Education and Professional Credentials •Bachelor’s degree in electromechanical engineering from the KU Leuven in Belgium •Master of Science degree in electromechanical engineering with Greatest Distinction from the KU Leuven in Belgium •M.B.A. from Harvard Business School | Business Experience GHO Capital Partners LLP, a leading European healthcare specialist private equity investor •February 2025 to present – Operating Partner •September 2025 to present – Chairman of FotoFinder Group Gmbh, a global leader in digital dermatoscope technologies Integra Life Sciences (NASDAQ: IART), a global leader in regenerative tissue technologies and neurological solutions •October 2021 to January 2025 – President, Chief Executive Officer and director Barco (EBR: BAR), a global leader in advanced visualization solutions for healthcare, entertainment, and enterprise, headquartered in Belgium •2016 to 2021 – CEO and director General Electric Company (NYSE: GE) •1999 to 2016 – Progressive leadership roles, including as president and CEO of GE Global Healthcare IT Other Experience •Director at Advanced Medical Technology Association (AdvaMed), an American medical device trade association •Senior Consultant at McKinsey & Co, and Operations roles at Procter & Gamble in Europe |

  20. Director Nominees Snapshot

    | | Christopher DelOrefice | 55 Independent Chief Financial Officer of Ulta Beauty | | | | | Director since: 2024 Committees: •Audit (Chair) | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

  21. Director Nominees Snapshot

    | Skills and Qualifications •Proven financial executive serving as chief financial officer for Ulta Beauty, with prior senior finance leadership roles at Becton, Dickinson and Company, and a long history of service in various roles at Johnson & Johnson Education and Professional Credentials •Bachelor of Science in Accounting from Villanova University •M.B.A. from Villanova University •Certified Public Accountant (inactive) | Business Experience Ulta Beauty (NASDAQ: ULTA), a leading, global beauty retail company •December 2025 to present – Chief Financial Officer Becton, Dickinson and Company (BD) (NYSE: BDX), a leading, global medical technology company •September 2021 to December 2025 – Executive Vice President and Chief Financial Officer Johnson & Johnson (NYSE: JNJ), a multinational pharmaceutical, biotechnology, and medical technologies company •August 2018 to September 2021 – Vice President, Investor Relations •1999 to 2018 – Variety of senior finance leadership roles, including CFO of both the Consumer and Medical Devices segments for North America |

  22. Director Nominees Snapshot

    | | Karen Drexler | 66 Independent Former Board Member and Chief Executive Officer of Sandstone Diagnostics, Inc. | | | | | Director since: 2017 Committees: •Compensation and Leadership Development (Chair) •Compliance, Privacy and Quality •Nominating and Governance | Current Public Company Directorships: •Outset Medical (NASDAQ: OM), a medical technology company innovating dialysis treatment (2021-present) •Chair of nominating and corporate governance committee and member of the compensation committee •EBR Systems, Inc. (ASX: EBR), maker of a wireless cardiac pacing system for people with heart failure (2021-present) •Chair of the nomination and remuneration committee, member of the audit and risk committee | Prior Public Company Directorships: •Tivic Health, (NASDAQ:TIVC) (2019-2024) |

  23. Director Nominees Snapshot

    | Skills and Qualifications •A serial entrepreneur with expertise in the fields of digital health, medical devices, and diagnostics •Acts as senior strategic advisor for early-stage companies Education and Professional Credentials •Graduated magna cum laude with a B.S.E. in chemical engineering from Princeton University •M.B.A. with honors from Stanford University Graduate School of Business | Business Experience Sandstone Diagnostics, Inc., a private company developing instruments and consumables for point-of-care medical testing •2016 to 2020 – board member and CEO Amira Medical Inc., a private company focused on minimally invasive glucose monitoring technology •Founder, president, and CEO until sold to Roche Holding AG Other Experience •Active mentor and advisor with Astia and a lead mentor with StartX •Serves on the Women’s Health Council for Springboard •Elected to the American Institute for Medical and Biological Engineering (AIMBE) College of Fellows |

  24. Director Nominees Snapshot

    | | Michael Farrell | 54 Chairman of the Board and Chief Executive Officer of ResMed Inc. | | | | | Director since: 2013 Committees: none | Current Public Company Directorships: •Zimmer Biomet (NYSE: ZBH), a global provider of implantable musculoskeletal medical devices, and associated robotics and digital health technology (2014-present) •Lead independent director (2025-present) •Member of the compensation and management development committee •Member of the quality, regulatory and technology committee | Prior Public Company Directorships: •none |

  25. Director Nominees Snapshot

    | Skills and Qualifications •Leadership roles of increasing responsibility at Resmed in business development, marketing, product development, leading our global sleep apnea business and president of our largest commercial organization; previously worked in management consulting for biotechnology, chemicals and metal manufacturing companies including Arthur D. Little, Sanofi Genzyme, Dow and BHP. Education and Professional Credentials •Bachelor of Engineering with first-class honors from the University of New South Wales •Master of Science in chemical engineering from the Massachusetts Institute of Technology (MIT) •Master of Business Administration from the MIT Sloan School of Management | Business Experience ResMed Inc. (NYSE: RMD) •January 2023 to present – Chairman of the Board •March 2013 to present – Chief Executive Officer and director •2011 to 2013 – President of the Americas region •2007 to 2011 – Senior Vice President of the global sleep apnea diagnostic and therapeutic business •2000 to 2007 – Senior roles in marketing and business development Other Experience •Chair, Board of Directors, Advanced Medical Technology Association (AdvaMed), an American medical device trade association •Volunteers as a trustee for non-profit organizations: University of California, San Diego Foundation, Rady Children’s Hospital, and Father Joe’s Villages’ project for the homeless in San Diego, California •Chair, the University of California San Diego Rady School of Management Dean’s Advisory Council •Honoree, American Australian Association (2025) •Honoree, Public Service Star Award from the Singapore National Day Awards (2026) |

  26. Director Nominees Snapshot

    | | Peter Farrell | 84 Founder and Chairman Emeritus of ResMed Inc. | | | | | Director since: 1989 Committees: none | Current Public Company Directorships: •Arcturus Therapeutics Holdings Inc. (NASDAQ: ARCT) (2018-present) •Director, former Board Chair, member of the compensation and nominating and corporate governance committees | Prior Public Company Directorships: •NuVasive, Inc. (NASDAQ: NUVA) •Evolus, Inc. (NASDAQ:EOLS) (2019-2023) |

  27. Director Nominees Snapshot

    | Skills and Qualifications •Founder, former Chairman of the Board, and former Chief Executive Officer of Resmed, globally recognized innovator and leader Education and Professional Credentials •B.E. in chemical engineering with honors from the University of Sydney •S.M. in chemical engineering from MIT •Ph.D. in chemical engineering and bioengineering from the University of Washington, Seattle •D.Sc. from the University of New South Wales | Business Experience ResMed Inc. •January 2023 to present – Chairman Emeritus •May 1989 to January 2023 - Board Chairman •July 1990 to December 2007; February 2011 to March 2013 – Chief Executive Officer •January 2014 to present – Non-officer employee •1989 to present – Founder and director Baxter International, Inc. (NYSE: BAX) •August 1985 to June 1989 – Managing Director of the Baxter Center for Medical Research Pty Ltd. University of New South Wales •1989 to Present - Visiting professor and former chair of the UNSW Centre for Innovation and Entrepreneurship •January 1978 to December 1989 – Foundation Director of the Graduate School for Biomedical Engineering MIT •2018 to present - Member, MIT Dean of Engineering’s Advisory Council •1998 to 2018 – Member, Visiting Committee of the Harvard-MIT Health Sciences & Technology Program Other Service •Faculty advisory board at UC, San Diego: the Jacobs Engineering School. •Board of Trustees of Scripps Research Institute •Executive Council of the Division of Sleep Medicine, Harvard Medical School |

  28. Director Nominees Snapshot

    | | Harjit Gill | 61 Independent Former Chief Executive Officer of the Asia Pacific Medical Technology Association | | | | | Director since: 2018 Committees: •Audit •Compensation and Leadership Development •Compliance, Privacy and Quality (Chair) | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

  29. Director Nominees Snapshot

    | Skills and Qualifications •Extensive experience in consumer healthcare and international sales and marketing including in Europe, Asia and the Middle East; board member for privately held consumer companies, serving in multiple roles on multiple committees •Previous CEO of the MedTech organization most recognized for compliance in the Asia-Pacific region Education and Professional Credentials •Bachelor of Arts (honors) in combined studies from the University of Manchester | Business Experience Asia Pacific Medical Technology Association (APACMed), the first and only regional association to provide a unified voice for the medical device, equipment, and in-vitro diagnostics industry in Asia Pacific •February 2019 to December 2025 – Chief Executive Officer Alticor, Inc., a private holding company for Amway, a global leader in home, health, and beauty products •January 2022 to present – Director and member of the audit and cybersecurity committees MAS Holdings, one of the largest apparel tech companies in Southeast Asia with 53 manufacturing facilities in 17 countries •2019 to December 2025 – Director and member of the Innovation Board of Directors Royal Philips (NYSE: PHG) •1990 to 2015 – Progressive leadership roles including Executive Vice President and CEO for Philips ASEAN & Pacific Other Experience •Serves as a member of the academic committee of the China-ASEAN science and technology cooperation center for public health at Peking University (China) |

  30. Director Nominees Snapshot

    | | John Hernandez | 59 Independent Head of Clinical Research, Health Economics and Outcomes Research at Google | | | | | Director since: 2021 Committees: •Audit •Compliance, Privacy and Quality | Current Public Company Directorships: •none | Prior Public Company Directorships: •Carmat, SA (ALCAR.PA) (2021-2024) |

  31. Director Nominees Snapshot

    | Skills and Qualifications •Over 30 years of experience as a health technology industry executive, researcher and consultant •Joined Alphabet in 2016 where he has built and led teams at Verily and Google leveraging artificial intelligence to assist in promoting healthy lifestyles, diagnosing cancer, and preventing blindness, among other things •Expert in the use of real world evidence and artificial intelligence in healthcare, key skills as Resmed continues to expand its digital health offerings Education and Professional Credentials •Bachelor of Arts from the University of North Carolina at Chapel Hill •Master’s degree in health policy analysis from the RAND School of Public Policy •Doctorate of Philosophy in health policy from the RAND School of Public Policy | Business Experience Google, a subsidiary of Alphabet Inc. (NASDAQ: GOOGL), a technology company •2018 to present – Head of Clinical Research, Health Economics and Outcomes Research •2016 to 2018 – Head of Health Economics and Outcomes Research, Real-World Evidence and Biometrics Abbott Laboratories (NYSE: ABT), a medical devices and healthcare company •2010 to 2016 – Vice President of global health economics and outcomes research Boston Scientific Corporation (NYSE: BSX), a medical devices company •2001 to 2010 – Vice President of clinical research and health economics Other Experience •Widely published in scientific journals and lectures on various topics including digital health strategy, health policy, health economics, healthcare technology assessment, value-based payments and real-world evidence strategies |

  32. Director Nominees Snapshot

    | | Nicole Mowad-Nassar | 55 Independent Senior Vice President, AbbVie, and President, Global Allergan Aesthetics | | | | | Director since: 2025 Committees: •Compliance, Privacy and Quality | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

  33. Director Nominees Snapshot

    | Skills and Qualifications •Extensive experience in the pharmaceutical industry as P&L leader, as well as experience in commercial strategy, marketing, digital health innovation, patient services, market access and enterprise integration Education and Professional Credentials •Bachelor of Arts in Economics from Bucknell University •Master of Business Administration, Kellogg School of Business, Northwestern University | Business Experience AbbVie Inc. (NYSE: ABBV), a biopharmaceutical company •September 2025 to present – Senior Vice President, AbbVie and President, Global Allergan Aesthetics •July 2023 to August 2025 – Senior Vice President, AbbVie and President, Specialty & U.S. Therapeutics Operations •January 2020 to July 2023 – VP, Commercial Analytics & Operations, AbbVie Patient Services •January 2018 to January 2020 – VP, Commercial Analytics and Operations and Global Commercial Integration Lead, Allergan Acquisition Takeda Pharmaceuticals USA, Inc. (NYSE: TAK), a biopharmaceutical company •2009 to 2017 – Progressive leadership roles including VP and Head of U.S. Business Operations and External Partnerships and VP, U.S. Marketing Abbott Laboratories (NYSE: ABT), a medical devices and healthcare company •2000 to 2009 – Progressive leadership roles in the Hospital Products Division and the Pharmaceutical Products Division Other Experience •Serves on AbbVie’s Environmental, Social & Governance Steering Council and the Executive Crisis Management Team •Past board member of Cristo Rey St. Martin College Prep and Lake Forest High School |

  34. Director Nominees Snapshot

    | | Desney Tan | 50 Independent Former Vice President of Innovation, Microsoft and Current Partner of SeaX Ventures | | | | | Director since: 2021 Committees: •Compensation and Leadership Development •Nominating and Governance | Current Public Company Directorships: •none | Prior Public Company Directorships: •none |

  35. Director Nominees Snapshot

    | Skills and Qualifications •Technology executive who has built and run multidisciplinary global innovation teams •Named inventor on more than 100 granted patents, and author of numerous academic publications on topics relevant to Resmed's long-term strategy, such as artificial intelligence, real world evidence, machine learning, and human-computer interaction Education and Professional Credentials •Bachelor of Science (summa cum laude) in computer engineering from the University of Notre Dame •Doctor of Philosophy in computer science from Carnegie Mellon University | Business Experience SeaX Ventures, a global early-stage venture-capital fund focused on deep technology companies •August 2026 to present – Venture partner Microsoft (NASDAQ: MSFT), a technology company •2023 to January 2026 – Corporate Vice President and Managing Director of Microsoft Research •2021 to 2023 – Vice President and Managing Director of Microsoft Health Futures •2015 to 2021 – Managing Director of Microsoft Healthcare •2004 to 2015 – Various roles leading research and development University of Washington Seattle •2007 to present – Affiliate Professor of computer science and engineering Other Experience •Serves on the Washington Research Foundation's board of directors •Senior advisor and chief technologist to IntuitiveX •Advisor to Proprio and NewDays |

  36. Director Nominees Snapshot

    Director Nomination Process Board Skills, Experience and Qualifications The board seeks a heterogeneous mix of backgrounds, views, professional experience, education, and outstanding ethics as individual qualities. The nominating and governance committee regularly reviews with the board the appropriate characteristics, skills, and experience required for the board as a whole and its individual members, and also consults with a third-party executive search firm when seeking a new director. The suitability of individual director candidates depends on many factors, including some or all of the following attributes: •experience in corporate management, including as a board member of a publicly-held company; •academic experience and technical understanding of our industry; •professional experience in our industry or in adjacent industries that can pose opportunities and challenges; •ability to make independent analytical inquiries, general understanding of marketing, finance, and other elements relevant to the success of a publicly-traded company in today’s business environment; •fundamental qualities of intelligence, honesty, good judgment, high ethics, and standards of integrity, fairness, and responsibility; •practical wisdom and mature business judgment; and •a commitment to representing the long-term interests of our stockholders. The nominating and governance committee also reviews and regularly updates a matrix of directors’ skill sets, based on factors the board deems important to oversee management and our strategic goals. It most recently updated the matrix during fiscal year 2026. We believe the annual consideration of new skills that benefit the company, and examination of our directors’ collective experience across those attributes, keeps our board engaged in guiding the evolution of our global business. ͏In determining whether to recommend a director for re-election, the nominating and governance committee also considers the director’s past attendance at meetings and participation in and contributions to the board’s activities. During fiscal year 2026, each director attended at least 75% of the meetings of our board and all committee members attended at least 75% of the committee meetings on which the director served. After review and deliberation of all feedback and data, the nominating and governance committee makes its recommendation of directors for reelection and the board votes on the candidates to be presented to our stockholders. Recommendations we receive from stockholders are subject to the same criteria as are candidates nominated by the nominating and governance committee. The committee will consider stockholder suggestions for nominees for directorship and will consider any candidate recommended by stockholders who have held a minimum of 1% of our outstanding voting securities for at least one year. Our bylaws also permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials directors constituting up to 20% of the board or two individuals, whichever is greater, provided that each stockholder and nominee satisfy the other requirements specified in our bylaws. A recommending stockholder must submit a detailed resume of the candidate and an explanation of the reasons why the stockholder believes the candidate is qualified for service on our board. The stockholder must also provide any other information about the candidate that would be required by the US Securities and Exchange Commission (SEC) rules to be included in a proxy statement. In addition, the stockholder must include the consent of the candidate (including consent to reference and background checks) and describe any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise. The stockholder or nominee must submit background information and representations regarding disclosure of voting or compensation arrangements, compliance with our policies and guidelines, and intent to serve the entire term. The stockholder must submit proof of ownership of our stock. All communications should be submitted in writing to the chair of the nominating and governance committee, care of Secretary, ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. The nominating and governance committee will consider stockholder recommendations of candidates on the same basis as it considers all other candidates. For further information, see “Stockholder Proposals for 2027 Annual Meeting.” Tenure and Board Renewal The nominating and governance committee believes board composition and an appropriate balance of board additions and existing experience is important to effective governance. While board rotation is an important consideration in assessing board composition, the board does not make determinations based solely on tenure. The board instead seeks an appropriate mix of skill sets, experience, institutional knowledge and fresh perspectives as the key foundations of our board composition. By taking all considerations into account, we have achieved a balanced blend of experienced board members and new board members while continuing to refresh board leadership and committee assignments in a deliberate and orderly manner. Consistent with this approach, in August 2026 the board appointed Ms. Carol Burt to serve as lead director, effective November 15, 2026, following Mr. Taylor’s decision to retire from the board following the 2026 annual meeting of stockholders. Ms. Burt’s longstanding service on the board, leadership of several key board committees and deep governance experience provide continuity of independent leadership of the board. The board believes that our independent directors represent an ideal balance of continuity and refreshment. Seven of our eight independent directors have been on the board for ten years or less; and four of those for five years or less. We also benefit from the unique view of company history and culture and the distinctive vision of a company founder that Dr. Peter Farrell brings to the boardroom. In sum, our directors represent a wide range of experience, tenure, and historical connection to our company to strategically guide our continued success. Board Independence Our board has determined that eight of our ten director nominees are independent as defined under the listing standards of the New York Stock Exchange (the “NYSE”) including: Carol Burt, Jan De Witte, Christopher DelOrefice, Karen Drexler, Harjit Gill, John Hernandez, Nicole Mowad-Nassar, and Desney Tan. Those directors are also independent under the standards of the Australian Securities Exchange (the “ASX”) where our company’s equities are also listed. In making these determinations, the board considered all relevant relationships between each director and Resmed and determined that none of our independent directors has a material relationship with Resmed that would impair the director's independence. The board also determined that every member of every committee is independent under the NYSE’s listing standards, and that each member of the audit committee and compensation and leadership development committee meets the additional standards for independence for audit committee and compensation committee members required by SEC regulations and NYSE listing standards. The board determined that based on their employment with the company, Peter Farrell and Michael Farrell are not deemed independent: Michael Farrell is chairman of the board and chief executive officer, while Peter Farrell, our founder and chairman emeritus, is a current non-executive employee and the father of Michael Farrell. There were no specific relationships or transactions that required consideration by our board in making its independence decisions. Corporate Governance

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    Corporate Governance Highlights

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    | Board Independence | •Non-executive lead director leads board executive sessions •Executive sessions of the independent directors held at each board meeting •Independent board except founder and chairman •Independent committee chairs and committee members | | Board Effectiveness | •Demonstrated commitment to board evolution •Robust director nomination and selection process •Committee leadership and member rotations •Regular review of committee charters •Actively seek and include highly qualified candidates •Annual self-assessments of the board, its committees, and each director •Director education sessions at each board meeting | | Strategy, Risk Management and Succession Planning | •Regular corporate strategy review by the board •Risk oversight by all four committees and the board •Committee and board oversight of sustainability, social and environmental, cybersecurity, and artificial intelligence topics •Active board participation in the chief executive officer and executive officer succession planning including establishment of an emergency succession plan •Compensation committee charter includes leadership development and oversight of our human capital management strategy | | Further Best Practices | •Majority vote standard in director elections •Proxy access rights in our bylaws refreshed by the board in 2025 •Stock ownership and retention requirements for directors and executive officers •Prohibition of pledging, hedging, and short sales to company stock •Compensation recovery policy exceeding NYSE and SEC requirements •Enhanced insider trading and rule 10b5-1 policy •Board oversight of cybersecurity incident response policy •Semi-annual cybersecurity training conducted by Chief Information Security Officer |

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    Board Structure and Operations Board Leadership Structure

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    | | Michael Farrell Chairman of the Board and Chief Executive Officer | | Carol Burt Lead Director eff. November 15, 2026, and Chair of Nominating and Governance Committee | | | Karen Drexler Chair of Compensation and Leadership Development Committee | | Harjit Gill Chair of Compliance, Privacy and Quality Committee | | | | Christopher DelOrefice Chair of Audit Committee | |

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    | Independent Board | Fully independent board except chairman of the board and chief executive officer, and founder and chairman emeritus | | Committee Independence | Independent chairs and members of each of the board’s committees – audit, compensation and leadership development, compliance, privacy and quality, and nominating and governance |

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    Our nominating and governance committee and full board evaluate, consider, and decide our board committee leadership and membership annually. During fiscal year 2023, acting on the recommendation of our nominating and governance committee, our board changed the current board leadership structure such that Michael Farrell serves as board chairman and chief executive officer. As a result, Peter Farrell ceased serving as our chairman, a role he had held since 1989, and was given the title of chairman emeritus to recognize his distinguished service as our founder and board chairman. The board has concluded that having Michael Farrell serve as chairman of the board and chief executive officer is the most appropriate leadership structure for us and in the best interests of our stockholders at this time. Combining the two roles is more efficient, creates clear lines of authority, and remains a common leadership structure among leading medical device companies in the S&P 500. The board has also considered the governance implications associated with combining the chairman and chief executive officer roles and believes that Resmed’s overall governance structure--including appointing a lead director--provides strong and effective independent oversight. The board has found Mr. Farrell to be an effective leader in setting the board's agenda, encouraging directors to share various viewpoints and raise questions, and facilitating a positive board culture. The connection between the two roles is particularly important when the company faces competitive and operational challenges and opportunities, including our response to both the uncertainty and opportunity associated with the introduction of new medications for weight loss cleared for use by patients with obesity and obstructive sleep apnea. Michael Farrell is currently assisted in board leadership by Ronald Taylor, our lead director, who is retiring following the 2026 annual meeting; and Carol Burt, chair of our nominating and governance committee, who takes over the lead director role on November 15, 2026, immediately prior to the annual meeting. Our independent directors, led by the lead director, meet in executive session at each board meeting, and our committees are filled entirely by independent directors, enabling the board to fulfill its independent oversight responsibilities. The role of the lead director provides additional governance structure supporting the effectiveness of our board and enhances its oversight of management. As set forth in the company’s corporate governance guidelines (available on our website at investor.resmed.com), the primary responsibilities of the lead director are to: •preside over board meetings, or portions of meetings, when the chairman is absent or conflicted, including discussions of the performance and compensation of the chairman and chief executive officer; •call, establish the agenda for, and preside over meetings and executive sessions of the independent directors; •act as liaison between the independent directors and the chairman; •review and provide input on board meeting agendas, schedules and the information provided to directors; •communicate directly with stockholders as appropriate; and •perform such other duties as may be delegated by the board or the independent directors. Mr. Taylor regularly consults with Mr. Farrell and the independent directors on matters pertinent to the company and the board and communicates matters arising from executive sessions and other discussions with the independent directors to the full board, the chairman or members of senior management. In fiscal year 2026, Mr. Taylor also met directly with our largest institutional stockholders from Australia and the United States to discuss corporate governance at Resmed. Effective November 15, 2026, Carol Burt will succeed Ronald Taylor as lead director. The board selected Ms. Burt based on her longstanding service to Resmed, extensive public company governance experience and broad healthcare and financial expertise. Since joining the board in 2013, Ms. Burt has served in leadership roles across several of the board’s principal responsibilities, including as chair of the nominating and governance committee and previously as chair of the audit and compliance oversight committees. She also chairs the Leadership Development and Compensation Committee of IQVIA Holdings Inc. and serves on its Audit Committee. Her experience includes senior leadership roles in healthcare finance, strategy, capital allocation and mergers and acquisitions. Ms. Burt’s experience, judgment and deep knowledge of Resmed make her particularly well qualified to lead the independent directors and provide continuity in the Board’s independent leadership. For the reasons discussed above, our board believes the current leadership structure is in our best interests at this time. Our corporate governance guidelines give the board the flexibility to change its leadership. Consistent with best practices, the board will continue to periodically evaluate its leadership structure as our business evolves. Board Committees The board’s committee structure has evolved into four standing committees to assist in the oversight of our affairs: audit; compensation and leadership development; compliance, privacy and quality; and nominating and governance. The charter of each committee is reviewed annually. A copy of the charters and membership of each of these committees is on our website at investor.resmed.com. Except for changes resulting from Mr. Taylor’s retirement from the board at the 2026 annual meeting, we do not anticipate any changes to our committee leadership or assignments through fiscal year 2027. The following provides an overview of each of our standing board committees, including its current fiscal year 2027 membership and leadership, principal responsibilities and oversight role, and meeting and attendance information for fiscal year 2026.

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    | Chair Christopher DelOrefice Other Members Carol Burt Jan De Witte Harjit Gill John Hernandez Ronald Taylor* Independent: 100% Meetings in Fiscal Year 2026: 8 Fiscal Year 2026 Meeting Attendance: 98% *retiring on November 18, 2026 | Audit Committee Our board has determined that each member of the audit committee is independent within the meaning of the applicable SEC rules and NYSE listing standards and is financially literate as required by the NYSE listing standards. Effective August 2026, the board appointed John Hernandez to the audit committee, recognizing its expanding oversight responsibilities relating to technology, cybersecurity, artificial intelligence, data governance and other enterprise risks that may intersect with financial reporting, internal controls and public disclosure. Mr. Hernandez's extensive experience in digital health, healthcare technology, artificial intelligence and data-driven innovation complements the committee's existing financial and accounting expertise. The board has determined that Christopher DelOrefice, Carol Burt, Jan De Witte and Ron Taylor qualify as audit committee financial experts within the meaning of SEC rules. Primary Responsibilities The audit committee’s primary purposes are to assist the board with its oversight responsibilities as set forth in the audit committee charter, including: •management’s conduct of, and the integrity of, our financial reporting; •our systems of internal control over financial reporting and disclosure controls and procedures; •our internal audit function, as well as capital and financial compliance risks delegated to the committee by the board; •and the selection, appointment, retention, compensation, independence, and performance of our independent registered public accounting firm. |

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    | Chair Karen Drexler Other Members Jan De Witte Harjit Gill Desney Tan Independent: 100% Meetings in Fiscal Year 2026: 4 Fiscal Year 2026 Meeting Attendance: 94% | Compensation and Leadership Development Committee Our board has determined that each of the compensation and leadership development committee members meet the independence requirements for board and compensation committee service under the current listing standards of the NYSE and SEC. Primary Responsibilities The compensation and leadership development committee assists the board in fulfilling its oversight responsibilities relating to executive compensation, human capital management, and leadership development. The committee's primary responsibilities include: •review and approve the compensation of our executive leadership team, including evaluating the chief executive officer’s performance against board-approved goals and recommending approval of his compensation to the board; •oversee our compensation philosophies, practices, and related compensation risks; •oversee the design and administration of our equity and incentive compensation plans, including risks associated with our device, software and services sales compensation; •review and recommend to the board the compensation of our non-employee directors; •oversee our strategies related to human capital management. The committee works with our chief people officer in evaluating compensation and leadership matters. The chief executive officer may also provide recommendations regarding compensation for executive leadership other than himself. The committee determines the compensation for each member of the executive team outside the presence of the affected officer. The committee also considers the results of stockholder advisory votes and stockholder feedback regarding executive compensation. Independent Consultants During fiscal year 2026, as in prior years, the committee retained a nationally recognized independent consultant, Frederic W. Cook & Co., Inc. (FW Cook). FW Cook is engaged directly by the committee to provide advisory services and to serve as the committee’s independent consultant on compensation-related matters for our executives and board. During fiscal year 2026, these compensation matters included: •our executive compensation programs, including salaries, target and actual short-term incentive amounts, and long-term incentive equity grants, and positioning among peer groups; •aggregate equity pay practices at our peer group companies, including long-term incentive design features and alternatives; •board compensation, including board fees and equity grants and peer group practices; •industry trends, best practices, and regulatory changes; and •review of risks associated with our sales compensation; •advising on companies included in our peer group for competitive comparisons. During fiscal year 2026, FW Cook did not provide any services other than compensation-related matters for our executives and board. |

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    | During fiscal year 2026, Infinite Equity, Inc. provided the compensation and leadership development committee with calculations of total stockholder return, or TSR, to evaluate performance metrics under our performance stock units. Infinite Equity also provided services associated with our pay versus performance disclosures. The compensation and leadership development committee has reviewed the independence of FW Cook and Infinite Equity, including considering the factors required by NYSE listing standards. After the review, the compensation and leadership development committee determined that each of FW Cook and Infinite Equity, Inc. is independent and that no conflict of interest exists that would prevent either from providing independent and objective advice to the committee. The compensation and leadership development committee also receives advice from independent outside legal counsel regarding executive compensation matters. Consistent with applicable SEC rules and NYSE listing standards, the committee considered the applicable independence factors and determined that the work performed by outside legal counsel does not give rise to any conflict of interest. |

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    | Chair Harjit Gill Other Members Carol Burt Karen Drexler John Hernandez Nicole Mowad-Nassar Ronald Taylor* Independent: 100% Meetings in Fiscal Year 2026: 4 Fiscal Year 2026 Meeting Attendance: 100% *retiring on November 18, 2026 | Compliance, Privacy and Quality Committee Primary Responsibilities The compliance, privacy and quality committee assists the board in fulfilling its oversight responsibilities relating to compliance, product quality, patient and employee safety, privacy and ethics. The committee's primary responsibilities include: •overseeing our global ethics and compliance program, including application of our Code of Business Conduct and Ethics, and compliance with global healthcare laws, regulations and ethical business standards; •overseeing the company's global privacy program, including privacy governance, as it relates to personal information, regulatory compliance and privacy initiatives; •overseeing product quality, regulatory affairs and patient safety, including significant regulatory submissions, post-market surveillance and significant product quality and regulatory matters; •overseeing the company's sustainability strategy and related public reporting; •overseeing employee health and safety programs; and •monitoring other compliance, privacy and quality matters delegated to the committee by the board. The committee receives quarterly reports from our chief compliance officer and other senior leaders responsible for compliance, privacy, quality, regulatory affairs, patient safety and sustainability. |

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    | Chair Carol Burt Other Members Jan De Witte Karen Drexler Desney Tan Ronald Taylor* Independent: 100% Meetings in Fiscal Year 2026: 4 Fiscal Year 2026 Meeting Attendance: 100% *retiring on November 18, 2026 | Nominating and Governance Committee Primary Responsibilities The nominating and governance committee’s primary responsibilities include: •overseeing board composition, director recruitment, succession and refreshment, including consideration of the skills and experience needed to support Resmed’s strategy; •recommending director nominees and board and committee leadership and membership; •overseeing the annual evaluation of the board, its committees and individual directors; •reviewing director independence and overseeing our corporate governance guidelines and practices; and •overseeing succession planning for the chief executive officer in coordination with the board. |

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    Director Engagement During fiscal year 2026 our board and standing committees met, as follows: •Board: six meetings; •Compensation and leadership development committee: four meetings; •Audit committee: eight meetings; •Compliance, privacy and quality committee: four meetings; and •Nominating and governance committee: four meetings. During each regular board meeting, our independent directors met without Mr. Michael Farrell and Mr. Peter Farrell, and our lead director chaired those sessions and thereafter provided feedback from the board to Mr. Michael Farrell. Our board members also connect with senior and mid-level management beyond the context of their participation in board meetings. As a best practice and to keep our directors connected to our culture, each quarter our board members participate in question and answer sessions with senior and mid-level management to gain additional insight. Individual board members often meet with members of executive leadership, senior management or affinity groups of employees before or after board meetings. All our directors were present for our 2025 annual stockholder meeting. We encourage directors to attend our annual meeting and generally schedule board meetings to coincide with the annual meeting to facilitate directors’ attendance. Board Evaluation Process After each fiscal year, the nominating and governance committee oversees an annual assessment by the board members of the board's performance. The nominating and governance committee establishes and refreshes the evaluation criteria and implements the evaluation process. The assessment includes annual individual director assessments—including an evaluation of the performance of each director, committee assessments, and overall board assessments. The nominating and governance committee uses the results of the board evaluation process to assess and determine the characteristics and skills required of existing and prospective board members. Our board updates committee membership to align director experience and expertise with the evolving needs of the business, while maintaining continuity in committee leadership. Board Oversight Role Board Oversight of Strategy Our chairman and chief executive officer leads the board’s oversight of Resmed’s 2030 global strategy. The board also reviews the company's strategy annually and as needed during individual board meetings. Board members have participated in town hall style meetings with our strategic execution team, consisting of the top hundred leaders of our company. The board receives strategic presentations by senior management of the company, including product research and development, supply chain and residential care software leadership, as well as other key members of management. The board is regularly briefed on the company's product roadmap, global brand strategy, and demand generation efforts as the company's global go to market strategies evolve. The board regularly holds meetings in our offices outside the United States. In November 2025, our meeting was held in Sydney, and in May 2026 the board met in the Resmed Dublin office, one of our principal European research and development hubs. In both Sydney and Dublin our directors participated in technology tours to deepen their understanding of the company’s technology and digital product innovation. In fiscal year 2026, the board received presentations by or interacted with each member of the executive leadership team responsible for implementing the company’s 2030 global strategy. The board regularly participates in director education sessions on topics that affect the company, including demand generation, marketing, global cybersecurity threats, responsible use of artificial intelligence, and European economic performance. Board Oversight of Risk The general risk oversight function, including with respect to sustainability, cybersecurity and artificial intelligence, is retained by the full board. At the same time, the role of the audit and compliance committees of the board, comprised of and chaired by independent directors, reflects the time needed to identify and analyze the various types of risks that face the company. Senior management and committee chairs regularly update the entire board about significant risk management issues.

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    | Board | | | | | | | | | | Audit Committee | Compensation and Leadership Development Committee | Compliance, Privacy and Quality Committee | Nominating and Governance Committee | | Overseeing financial risk, capital risk, financial compliance and internal audit, and controls over financial reporting. | Overseeing our compensation philosophy and practices, evaluating the balance between risk-taking and rewards to senior officers, reviewing risk posed by sales compensation plans, and overseeing the company’s equity plans. | Overseeing compliance with global ethics and healthcare compliance, privacy, product quality, patient and employee safety, and sustainability reporting. | Evaluating each director’s independence, director recruiting, evaluating the effectiveness of our corporate governance and overseeing chief executive officer succession planning. | | | | | | | Management | | | | | Designated internal management, as well as certified professional accounting firms performing annual internal and external audits, regularly review and test functions, controls and processes to review, evaluate and recommend mitigation strategies, as needed. Critical areas of focus include financial, operational, regulatory, compliance, economic, compensation, privacy, cybersecurity, and competition, among others. | | | |

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    Sustainability Oversight The full board is responsible for general oversight of our sustainability strategy and reporting. We have also designated a cross-functional management team to execute our sustainability programs. Our chief executive officer, with the approval of our nominating and governance committee, has assigned overall leadership of sustainability public reporting to a committee consisting of our chief financial officer, chief compliance officer, chief supply chain officer, chief product officer and global general counsel. We have also expanded the scope of our board compliance, privacy and quality committee to include oversight of sustainability reporting. We continue to monitor and prepare for changing public reporting obligations under the various laws in the countries in which we operate. We regularly engage with our employees and our stockholders to educate them on the company’s sustainability efforts. We have expanded and enhanced our annual voluntary reporting of the company’s sustainability efforts. Our fiscal year 2026 sustainability report will be available on our website shortly after the publication of this document at https://investor.resmed.com/corporate-governance/sustainability. Cybersecurity Oversight The full board is responsible for oversight of our cybersecurity program. Our full board meets at least two times per year with our chief information security officer, our global general counsel, and other executives responsible for strategy and execution of our cybersecurity program. Our independent directors have periodically attended multi-hour cybersecurity training on topics like SEC disclosure requirements, use of artificial intelligence tools in our products, best practices to avoid an information security breach, and examples of public reporting of cybersecurity incidents. In fiscal year 2026, our board participated in two multi-hour cybersecurity education sessions, including an outside speaker on global threat actors. Artificial Intelligence Oversight The board oversees our use of artificial intelligence as part of its broader oversight of strategy, risk, cybersecurity, privacy, product innovation and regulatory compliance. In fiscal year 2026, management provided reports each quarter regarding our artificial intelligence strategy, governance framework and enterprise AI adoption initiatives, including our approach to responsible use of AI, data governance and regulatory developments. Our board recently approved an update of our Code of Business Conduct and Ethics establishing expectations for the responsible, transparent and ethical use of AI and emerging technologies, including with respect to human oversight and accountability, respect for intellectual property rights and the responsible use of AI tools. Succession Planning Our board is actively engaged in oversight of succession planning. The board reviews company succession plans for executive leadership positions on an annual basis, and meets frequently with the executive leadership team individually and as a group. As part of its practice of inviting senior management employees to participate in quarterly roundtable discussions, our board members have met with many members of management that have been identified as potential successors for our leaders. The board has approved the company's chief executive officer succession plan, and board leadership will be transitioned smoothly to our lead director in the event of Mr. Michael Farrell's departure as board chairman. Sustainability, Environmental and Social Governance Matters At Resmed, one of our primary goals is to create a healthier, more sustainable future for all. Our approach is grounded in ethics, quality, excellence and sustainability. We are enabling a sustainable business through our approach to reflect our mission of producing market leading medical devices. Our mission to change the lives of 500 million people in 2030 is supported by our sustainability strategy--thoughtfully balancing the needs of all stakeholders considering evolving global standards. We operate our business efficiently and responsibly, consistent with our role as a medical device manufacturer, while striving to reduce our environmental footprint throughout our business operations and supply chain. We are committed to working with our employees, suppliers, and customers to eliminate unnecessary waste in all our systems and processes, minimize pollution, reduce greenhouse gas emissions from our operations, design and develop innovative products with reduced impact on the environment throughout their lifecycle, monitor our environmental performance, continually make improvements, and fulfill our compliance obligations. We are focused on our own energy efficiency, managing our electricity consumption, monitoring greenhouse gas emissions, implementing sustainable design and packaging, improving waste and recycling, water stewardship and reducing our use of paper. We are dedicated to our people and the patients, families, clinical communities, and care providers we serve. We prioritize the well-being of our Resmed communities. We are committed to moving global healthcare systems from those that retroactively care for the sick in hospital to proactive, more affordable, and more accessible systems that keep people well in their homes. Our Products We have a strong track record of innovation in sleep, respiratory care and digital health. In 1989, we introduced our first continuous positive air pressure device. Since then, we have been committed to an ongoing program of product advancement and development. Our product development and clinical trial efforts are focused on not only improving our current product offerings and usability, but also expanding our portfolio of sleep health solutions and developing into new digital product applications based on billions of nights of de-identified sleep data fueled by the sale of over thirty-five million cloud connectable sleep devices. Our core mission is to improve people’s health and wellbeing by providing innovative and high-quality products and services for sleep apnea, COPD, and other chronic respiratory conditions, and other sleep-related conditions, as well as to help streamline the process of aiding and managing patients through out-of-hospital care services with software used to provide care for patients preferably in the home. In fiscal year 2026, we expanded our clinical sleep health portfolio through our acquisition of Noctrix Health, adding a new treatment option for restless legs syndrome (RLS), a sleep-related movement disorder. This focus on product innovation is reflected not only in the high regard our customers have for our products and services but in our vigilance in meeting our safety and marketing obligations. We have a strong track record of quality, innovation and continuous improvement and our quality management system guides our employees and suppliers’ operations to ensure our products are designed, manufactured, and distributed to meet patient needs and performance requirements. As we continue our focus on a Product-led, Customer-centric, and Brand-enhanced operating model, we have been able to accelerate our device and digital offerings. In 2026 we continued to expand the reach of our sleep health ecosystem, including through our partnership with ŌURA, to expand access to sleep health education and pathways to care, helping more people take action to improve their sleep and overall health. Using the digital power of our sleep data, we can help patients extend their use of our products, extending our life-changing technology. Health and Wellbeing

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    We recognize the benefits of a healthy workforce and use a holistic approach to the health and safety of our people. We provide onsite support for employee fitness at our major campuses in Sydney, San Diego, and Singapore. We offer employee health and wellbeing programs that may include on-site blood pressure, cholesterol, and heart testing. Programs may include seasonal flu prevention, subsidized quit-smoking programs, screening for sleep apnea, confidential third-party counseling and referrals on stress and mental health issues, support for a gym membership, and in many jurisdictions, company-supported private health insurance coverage. We survey our employees regularly, often scoring among the best companies globally. Stakeholder Engagement and Director Communications Resmed’s senior management and investor relations team regularly engages with current and prospective investors in Resmed and with other stakeholders such as financial analysts, regulatory bodies, and the media. We use a variety of communication and engagement channels, including quarterly earnings releases and conference calls, phone calls and video meetings, in-person and virtual investor conferences, management presentations, investor roadshows, onsite visits, and other interactions as appropriate. Topics regularly discussed with investors, analysts and our own employees include publicly available company financials and operational results, short-term and long-term strategy, headwinds or tailwinds affecting our business, and other public topics. Our chief investor relations officer reports regularly to management and the board. Communications with Our Board of Directors Any interested person, including any stockholder, may communicate with our non-employee board members by written mail addressed to the chair of the nominating and governance committee, care of Secretary, ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. We encourage stockholders to include proof of ownership of our stock in their communications. The Secretary will forward all such communications to the lead director. Governance Policies and Practices Availability of Corporate Governance Documents: Aligned Governance Practices In August 2025, Resmed updated its bylaws incorporating best practices from the United States and Australia. Resmed’s corporate governance practices, as articulated in this 2026 proxy statement and its Ninth Amended and Restated Bylaws filed as an exhibit to our 2025 Annual Report on Form 10-K, demonstrate strong alignment. For example, the company’s bylaws incorporate key principles consistent with Delaware law, Australia’s Corporations Act and ASX Corporate Governance Council recommendations—such as provisions for stockholder meetings, proxy voting integrity, and annual director elections—while also recognizing U.S. best practices recommended by the voter advisory services considered by some of our stockholders. Specifically, Resmed provides proxy access for long-term stockholders, allows stockholders to call special meetings, requires annual director elections, and enables stockholder override of board-adopted bylaw amendments—each a core governance expectation in both the United States and Australia. These measures underscore Resmed’s commitment to transparency, accountability, and investor rights in a dual trading approach that respects the governance expectations of investors and regulators across both jurisdictions. Our corporate governance guidelines state, among other things, our goals regarding composition of the board and committees, meetings, and our expectations of directors. A copy of our corporate governance documents, including our Ninth Restated and Amended Bylaws, are available at the governance section of our website: investor.resmed.com. Code of Business Conduct and Ethics We have a code of business conduct and ethics for directors, officers, and employees, which can be found at our investor relations website: investor.resmed.com. The code sets forth our standards and expectations for ethical business conduct and compliance with applicable laws, regulations and company policies for all of our officers, directors, and employees, including our chief executive officer and senior executive officers, with respect to their conduct in connection with our business. The code addresses a broad range of ethics and compliance matters, including conflicts of interest, protection of confidential information, accurate financial reporting and company records, insider trading, proper use of company assets, relationships with customers and suppliers, and compliance with applicable laws and regulations. Our code of business conduct and ethics constitutes our code of ethics within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and NYSE listing standards. Our chief compliance officer reviews, and suggests revisions to, our code of business conduct and ethics on an annual basis. In August 2026, our chief compliance officer proposed, the compliance, privacy and quality committee recommended, and the board unanimously approved, the addition of a new section in our code of business conduct devoted to the ethical use of artificial intelligence at Resmed. We will disclose future material amendments to or waivers of certain provisions of our code of business conduct and ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, and individuals performing similar functions on our website at investor.resmed.com within five business days or as otherwise required by the SEC or the NYSE. Pledging and Hedging We have a policy prohibiting our directors, officers, and other employees from hedging or pledging their Resmed stock. This policy prohibits buying or selling puts or calls, short sales, collars, forward sale contracts, equity swaps, and any other financial instrument designed to hedge or offset a decrease in the market price of Resmed stock. Insider Trading Policy We have adopted insider trading policies and procedures applicable to our directors, officers, employees, and other covered persons, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards. The policy subjects our directors, executive officers, members of the executive leadership team, and direct reports to our CEO to enhanced trading requirements. These individuals are required to either conduct purchases and sales of our securities pursuant to Rule 10b5-1 trading plans pre-approved by the global general counsel or provide at least 90 days’ advance written notice and a transaction-specific pre-approval before trading during an open window. All transactions remain subject to our prohibition on trading while in possession of material nonpublic information and other applicable trading restrictions. We believe these measures promote disciplined trading practices and enhance compliance with applicable securities laws. The full text of our insider trading policy is available on our website at investor.resmed.com and will be filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended June 30, 2027. Clawback Policy Overview and Best Practices

  52. Director Nominees Snapshot

    Resmed’s Compensation Recovery Policy, effective from October 2, 2023, mandates the recovery of incentive-based compensation in the event of a financial restatement—even absent misconduct—unless deemed impracticable by the compensation and leadership development committee. The policy applies to both current and former officers. Importantly, it prohibits the company from indemnifying or insuring individuals for clawed-back compensation or related costs, reinforcing the policy’s enforceability. It also applies to both cash and equity-based awards, including stock options, thereby ensuring a broad scope of recovery. This policy reflects strong alignment with U.S. corporate governance standards under SEC Rule 10D and guidance from voter advisory services, which call for mandatory clawbacks without requiring fault, and restrictions on indemnity. From an Australian perspective, while statutory requirements are less prescriptive, leading governance organizations that advise our Australian stockholders emphasize accountability through clear clawback mechanisms, particularly tied to serious misconduct or material misstatements in the company’s financial statements. Resmed’s comprehensive and proactive approach thus embodies best practices in both governance regimes. Compensation and Leadership Development Committee Interlocks and Insider Participation None of the members of our compensation and leadership development committee are, or have been, employees or officers of Resmed. During the fiscal year ended June 30, 2026, no member of the compensation and leadership development committee had any relationship with Resmed requiring disclosure under Item 404 of Regulation S-K. During the fiscal year ended June 30, 2026, none of our executive officers served on the compensation and leadership development committee (or other board committee performing equivalent functions) or board of another entity that has or has had one or more executive officers who served on our compensation and leadership development committee or board of directors. Transactions with Related Persons Our code of conduct requires directors, executive officers, and employees to disclose any situation that would reasonably be expected to give rise to a potential conflict of interest. Conflicts involving executive officers may be waived only by our board or the appropriate board committee. Our related party transaction policy and procedures are available at investor.resmed.com. Under that policy, our audit committee will review and either approve or disapprove any transaction between Resmed and an executive officer, director, director nominee, or any other “Related Party” (as defined under Item 404 of Regulation S-K) in which any Related Party has a direct or indirect material interest. Management is responsible for providing a report to the audit committee on an ongoing basis as to all potential related party transactions. Under this policy, the audit committee has pre-approved certain transactions, including: •any compensation arrangement approved by our compensation and leadership development committee for payment to an executive officer, or to a family member of a board member or executive officer, without participation by the board member or executive officer. We historically and currently review in detail the responses of our executive officers and directors to their directors’ and officers’ questionnaires for any reportable related party transactions; •transactions where the rates or charges involved are determined by competitive bids; •transactions involving the recovery of erroneously awarded compensation pursuant to our compensation recovery policy; •transactions involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; •transactions that are in the Company’s ordinary course of business and where the interest of the related party arises only from the related party’s position as a director or less than 10% owner of another corporation or organization that is a party to the transaction; •charitable contributions, grants or endowments that satisfy the thresholds set forth in the policy; and •transactions where the amount involved does not and is not reasonably expected to exceed $120,000. Michael Farrell is our chief executive officer and chairman of the board of directors, and the son of Peter Farrell, our founder, a director, and chairman emeritus. Their compensation is discussed under the sections “Compensation Discussion and Analysis” for Michael Farrell, and “Director Compensation – 2026” for Peter Farrell. On the recommendation of the compensation and leadership development committee, the board sets compensation for Michael Farrell and Peter Farrell in accordance with our related party transaction policy. In setting compensation, we followed the same policies and practices that we have historically used to set compensation for other similarly-situated employees and directors. In addition, all compensation paid to Michael Farrell was unanimously approved by our board upon recommendation by the compensation and leadership development committee (without Peter Farrell’s participation). Similarly, all compensation paid to Peter Farrell was approved by the independent members of our board (without Michael Farrell’s participation), after considering a recommendation from our compensation and leadership development committee made without Michael Farrell’s participation.

  53. Director Nominees Snapshot

    | | | Director Compensation |

  54. Director Nominees Snapshot

    Overview Dual listing; US pay model. On an annual basis, the compensation and leadership development committee reviews data on both US peers and Australian peers, reflecting the company’s dual-listing. In February 2025, as part of this regular review, they considered FW Cook’s report on the peer group of 19 medical device and medical technology companies in the US. More information on the peer groups is included in our Compensation Discussion and Analysis section entitled “Peer Group Comparisons.” Australia and the US generally have different approaches to compensating non-executive directors. Resmed’s Australian peers generally rely more heavily on cash compensation and have lower total compensation than Resmed’s US peers, and direct equity awards are less common. By contrast, equity compensation is a standard component of non-executive director pay in the US. Based on the most recent public disclosures, all of our current public US peers use full-value equity awards, while approximately 30% also use stock options. The board as a whole believes US peers are most relevant for Resmed director compensation. Resmed’s primary listing is on the NYSE, we are expressly subject to US corporate governance requirements and risks, and eight of our ten current directors reside in the US. Our board’s US perspective is consistent with our executive compensation philosophy which gives more weight to Resmed’s US peers’ pay practices, and more directly aligns the interests of our board members with the majority of our stockholders on the NYSE through equity ownership. Finally, we do not wish to create internal or cultural divisions by using different pay models for directors based in the US and other countries. The board and compensation and leadership development committee believe that director equity grants, coupled with our equity ownership guidelines, promote long-term ownership and align our directors with stockholders. We offer our directors a deferred compensation plan, permitting them to defer receipt of shares issued pursuant to their RSU grants--further reflecting their stronger connection to the company as stockholders and unsecured creditors under a deferred compensation plan. The compensation and leadership development committee and board will continue to monitor compensation trends, competitive practices, tax regulations, and other matters related to non-executive director compensation, and adjust as appropriate. Elements Our non-executive director pay is intended to maintain market competitiveness among US peer companies. The table below outlines our director compensation program. We do not provide an additional retainer to, or fees for meeting attendance by, committee members.

  55. Director Nominees Snapshot

    | Position | FY26 Retainer fee/equity value | Increase | | Previous fee/value | | Non-executive directors | $75,000 | | 5,000 | $70,000 | | Non-executive director equity | $260,000 | no change | | $260,000 | | Lead director | $40,000 | no change | | $40,000 | | Audit chair | $25,000 | no change | | $25,000 | | Compensation and leadership development chair | $20,000 | no change | | $20,000 | | Compliance, privacy, and quality chair | $15,000 | no change | | $15,000 | | Nominating & governance chair | $15,000 | no change | | $15,000 |

  56. Director Nominees Snapshot

    Fiscal Year 2026 Program – Equity During fiscal year 2026, as in past years, in connection with our annual stockholder meeting date in November 2025 we awarded the annual equity grants to our non-executive directors. Our non-executive directors had the opportunity to elect to receive their equity grant in the form of: (1) 100% options; (2) 100% restricted stock units (RSUs); or (3) 50% options and 50% RSUs. We grant annual RSU awards to our employees and directors on the earliest practicable date on or after the annual stockholder meeting. We grant option awards to our employees and directors on the second trading day following the filing of our Current Report on Form 8-K reporting the results of the annual stockholder meeting. Our 2009 Incentive Award Plan limits the annual combined cash and equity compensation payable to a non-employee director to $700,000, or $1,200,000 if the director serves as chairperson of the board. During fiscal year 2026, the combined cash and equity compensation paid for service to our non-employee directors for their board services ranged from $334,827 to $374,827 per person, excluding Richard Sulpizio who retired from board service in November. For fiscal year 2026, all our non-executive directors elected to receive 100% of their equity awards in the form of RSUs with the exception of Nicole Mowad-Nassar and Peter Farrell who each elected 50% options and 50% RSUs. Subject to continued service, RSUs and options vest in full on the earlier of: (1) November 11 in the year after the grant date, or (2) the date of the first annual meeting of stockholders following the grant date. In the event of a change of control, if the holder does not continue as a director of the successor entity, then their then outstanding and unvested RSUs and options become fully vested. With respect to new directors, our general practice is to provide a pro-rata grant of equity depending on the election date. More information on our director ownership guidelines is in the section below, “Equity Ownership and Retention Guidelines.” Policies and Practices Director Deferred Stock Unit Plan In August 2024, on the recommendation of the compensation and leadership development committee with input from FW Cook, the board adopted a director deferred equity plan to provide our directors with the opportunity to defer receipt of their annual equity awards. This program provides tax and retirement planning benefits to directors and is consistent with peer market practice. The plan allows directors to defer receipt of shares from their annual equity grant for a fixed number of years or until retirement (or the earlier of the two events). The plan provides for accelerated distribution in the event of a change in control. RSUs deferred by a director are credited as director deferred stock units that do not carry voting or other stockholder rights beyond the continued payment of cash equivalent dividends on a quarterly basis after the annual vest date. Like RSUs, director deferred stock units will count toward director ownership guidelines. The director deferred stock plan is an important tool for recruiting new directors and reinforces our directors’ long-term commitment to Resmed. Equity Ownership and Retention Guidelines Each non-executive director is expected to hold Resmed stock with a value of at least five times the annual cash retainer (a total value of $375,000 based on the fiscal year 2026 retainer). New directors must meet this guideline within five years after their election to the board. At any time the guideline is not met, including during the initial five year period prior to required compliance, the director must retain shares equal to 50% of the after-tax value of shares acquired on any restricted stock vesting or stock option exercise until the director’s ownership guidelines are met. As of June 30, 2026, each of our non-executive directors complied with the equity ownership policy with only Christopher DelOrefice, who joined the board in August 2024, and Nicole Mowad-Nassar, who joined the board in August 2025, measuring below five times the annual retainer guideline. New Directors Our historical practice is to pay pro-rated equity awards and pro-rated cash retainers for new directors elected before the annual meeting of stockholders. If we nominate candidates before the annual general meeting, we typically pay pro-rata cash retainers to reflect board service of less than a year. Finally, we pay pro-rata cash retainers for assuming and ceasing chair positions of our board committees. Chairman Emeritus Compensation Since January 2014, our founder Peter Farrell has served as both a director and a non-officer employee of the company. Dr. Farrell receives separate compensation for each of these roles. In January 2023, Dr. Farrell ceased service as chairman of the board, and became chairman emeritus of the board. During fiscal year 2026, Dr. Farrell continued to serve as chairman emeritus and was provided the regular board retainer and regular board equity grant in connection with that role. In May 2024, our board (without Michael Farrell’s or Peter Farrell’s participation) determined that the compensation arrangements for Dr. Farrell as a non-officer employee will remain the same as has been paid since 2014, when he transitioned into the role of non-officer employee, but that he will receive an increase in director compensation consistent with the other directors. Accordingly, during fiscal year 2026, in connection with his service as a non-officer employee, Dr. Farrell (i) was paid an annual salary of $300,000; (ii) was not eligible to participate in the annual short-term incentive program or the long-term incentive equity programs that we provide to our employees; (iii) was provided benefits and perquisites that were broadly consistent with those provided to our executive officers, as described in the “Compensation Discussion and Analysis”; and (iv) received director compensation commensurate with the other directors. The incremental cost to us for Dr. Farrell’s compensation is described in the fiscal year 2026 compensation table below. In addition to the same change of control benefits provided in all director equity grants, described above in “Fiscal Year 2026 Program - Equity,” we continue to have an agreement with Dr. Farrell that provides him with additional benefits as an employee in the event of a change of control. All of Dr. Farrell's benefits are on a “double-trigger” basis, that is, benefits will only accrue if we terminate Dr. Farrell’s employment, or if he resigns for good reason, but in either case within a specified period of time before or after a change of control. If Dr. Farrell’s employment were to terminate under qualifying circumstances in connection with a change of control, then at the time of termination: (1) he would receive a severance payment equal to two times his employee salary; (2) all his unvested equity awards would vest in full; and (3) we would provide a lump-sum cash payment equal to 24 times the monthly medical and dental premium, which is generally calculated as the difference between (i) the applicable COBRA continuation coverage premium and (ii) the monthly contribution required to be paid by the executive for such coverage as of the termination date. In addition, we will provide an additional lump-sum gross-up payment amount to offset any tax obligations attributable to the medical and dental health benefits. The agreement does not include excise tax gross-ups; instead, it includes a “best pay” provision, reducing severance payments to the extent necessary so that no portion of any payments or benefits payable upon a change of control would be subject to excise tax if the reduction would result in the net after-tax amount payable to him being greater than the net after-tax amount received without the reduction.

  57. Director Nominees Snapshot

    For two years after a qualifying termination in connection with a change of control, Dr. Farrell will be prohibited from inducing any person in our employment to terminate employment or accept employment with anyone other than us or, subject to certain limited exceptions, engaging in any business or activity or render any services or provide any advice to any person, activity, business or entity that directly or indirectly competes in any material manner with us or meaningfully supporting any person, business, entity or activity, or initiating or furthering that business or activity. The restriction on post-termination employment will not apply to him if he is residing in California, to the extent the restriction is not consistent with California law. In addition, as a condition to payment and providing any benefits under the agreements, he must deliver a general release of claims in favor of us. Director Compensation Table The table below summarizes the compensation received by our non-executive directors for the fiscal year ended June 30, 2026.

  58. Director Nominees Snapshot

    | Director | Fees earned or paid in cash(a) | Option awards(b) | Restricted stock units(c) | Other compensation(d) | Total | | Carol Burt | $92,083 | | $259,827 | | $351,910 | | Jan De Witte | $75,000 | | $259,827 | | $334,827 | | Christopher DelOrefice | $100,000 | | $259,827 | | $359,827 | | Karen Drexler | $95,000 | | $259,827 | | $354,827 | | Peter Farrell | $75,000 | $129,946 | $129,792 | $345,863 | $680,601 | | Harjit Gill | $90,000 | | $259,827 | | $349,827 | | John Hernandez | $75,000 | | $259,827 | | $334,827 | | Nicole Mowad-Nassar | $56,250 | $129,946 | $188,151 | | $374,347 | | Richard Sulpizio(e) | $37,500 | | $— | | $37,500 | | Desney Tan | $75,000 | | $259,827 | | $334,827 | | Ronald Taylor | $115,000 | | $259,827 | | $374,827 |

  59. Director Nominees Snapshot

    (a)Each director was also reimbursed for expenses incurred for attending meetings (although these amounts are not reflected in the table above). Ms. Burt received a prorated audit committee chair retainer reflecting her service as chair for a portion of fiscal year 2026. Ms. Mowad-Nassar was elected to the board in August 2025, and received prorated board fees for the fiscal year. Mr. Sulpizio received prorated board fees up until his service end date, November 19, 2025. (b)The amounts shown are the grant date fair value of options granted in fiscal year 2026, computed in accordance with FASB ASC Topic 718, and are based on the Black-Scholes model of option valuation, with an exercise price of $250.52, reflecting the closing price on the date of grant and the remaining assumptions shown in Note 10 "Stockholders’ Equity" to our financial statements contained in our annual report on Form 10-K for the fiscal year ended June 30, 2026. (c)The dollar value of the RSUs shown represent the grant date fair value of stock awards granted, computed in accordance with FASB ASC Topic 718, based on the $243.92 closing value on November 20, 2025, the date of the grant, rounded to the nearest whole share. Ms. Mowad-Nassar received a prorated equity grant issued September 2, 2025 for her board service which was computed in accordance with FASB ASC Topic 718 based on the closing stock price of $270.99 on the grant date. (d)Other compensation represents Dr. Farrell’s total compensation for fiscal year 2026 for service as a non-officer employee, as shown in the following table:

  60. Director Nominees Snapshot

    | Salary | Company contribution to 401(k) plan | Supplemental life and disability insurance premiums | Total | | $300,000 | $12,000 | $33,863 | $345,863 |

  61. Director Nominees Snapshot

    (e)Mr. Sulpizio did not stand for reelection and his service as a director ended November 19, 2025. (f)The following table sets forth the number of options (both exercisable and unexercisable) and both RSUs and deferred RSUs held by each of our non-employee directors and Dr. Farrell as of June 30, 2026:

  62. Director Nominees Snapshot

    | Director | Options outstanding at fiscal year end | Restricted stock units outstanding at fiscal year end | Deferred restricted stock units outstanding at fiscal year end | | Carol Burt | — | — | 2,156 | | Jan De Witte | — | 1,073 | — | | Christopher DelOrefice | — | — | 2,156 | | Karen Drexler | 10,467 | — | 2,156 | | Peter Farrell | 4,494 | 536 | — | | Harjit Gill | — | 1,073 | — | | John Hernandez | — | 1,073 | — | | Nicole Mowad-Nassar | 1,331 | 777 | — | | Desney Tan | — | 1,073 | — | | Ronald Taylor | — | 1,073 | — |

  63. Director Nominees Snapshot

    Changes for Fiscal Year 2027 Program – Cash and Equity In May 2026, after considering the FW Cook report regarding market competitiveness among US peer companies, the compensation and leadership development committee recommended, and the board approved, an increase in the non-executive director retainer for fiscal year 2027, effective July 1, 2026, as shown in the table below. All other compensation components of the director compensation program remain unchanged for fiscal year 2027.

  64. Director Nominees Snapshot

    | Position | FY27 Retainer fee/equity value | Increase | Previous fee/value | | Non-executive directors | $80,000 | $5,000 | $75,000 | | Non-executive director equity | $260,000 | no change | $260,000 | | Lead director | $40,000 | no change | $40,000 | | Audit chair | $25,000 | no change | $25,000 | | Compensation and leadership development chair | $20,000 | no change | $20,000 | | Compliance, privacy, and quality chair | $15,000 | no change | $15,000 | | Nominating & governance chair | $15,000 | no change | $15,000 |

  65. Director Nominees Snapshot

    | | | Audit Matters |

  66. Table of Contents

    | Grants of Plan-Based Awards | 72 | | Outstanding Equity Awards at Fiscal Year-End | 74 | | Option Exercises and Stock Vested | 77 | | Nonqualified Deferred Compensation | 77 | | Potential Payments on Termination or Change of Control | 79 | | Chief Executive Officer Pay Ratio | 85 | | Pay versus Performance | 86 |

  67. Other NEOs FY26 Compensation Summary

    Other NEOs FY26 Compensation Summary Cash Incentive Compensation A significant portion of our executives’ cash compensation is at-risk and tied to the achievement of pre-established short-term corporate financial objectives through annual cash incentives that our corporate officers earn based on achieving our board approved corporate goals for adjusted net sales and adjusted net operating profit, weighted equally. These two measures represent fundamental financial metrics: top-line sales and operating profit for our chief executive officer and named executive officers. All payouts are determined in accordance with these objective performance metrics, and all of our executive team has the same measures for short-term incentive compensation. For fiscal year 2026, named executive officer payouts were 101.19% of target, with no discretion applied to the amounts paid, reflecting performance slightly above target.

  68. Other NEOs FY26 Compensation Summary

    | Goal | Target performance (in millions) | Actual performance (in millions) | % of goal achieved | % of payout earned (before weighting) | | Corporate adjusted net sales | $5,659 | $5,646 | 99.78% | 99.28% | | Corporate adjusted net operating profit | $2,135 | $2,155 | 100.93% | 103.10% | | Corporate weighted earnout - 101.19% | | | | |

  69. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.” We set challenging goals for our executives for fiscal year 2026. Fiscal year 2026 cash incentive plan targets were set above both fiscal year 2025 actual performance and fiscal year 2025 target levels. These goals reflected our commitment to continued growth and margin expansion despite a dynamic operating environment, including the continued evolution of our global operating model, global trade and geopolitical uncertainty, and the uncertainty associated with the introduction of new medicines approved to treat patients with obesity and OSA. During fiscal year 2026, we believe increased awareness associated with these new medicines ultimately contributed to greater patient engagement in sleep health. Our short-term incentive goals were aligned with the fiscal year 2026 operating plan approved by our board in August and were subject to adjustments in accordance with the terms of the plan. Long-Term Equity Incentive Compensation Our equity program design is balanced, with 50% of grant value in long-term performance units and 50% in RSUs with shorter-term performance targets, providing a direct link with the short and long-term interests of our stockholders. Our fiscal year 2026 equity program is illustrated below:

  70. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | | | 25% PSUs earned based on performance (absolute TSR) | | PSUs, vesting after four years, unless accelerated for performance after three years, based on TSR | | Long-term incentive grant value | | 25% PSUs earned based on performance (relative TSR) | | PSUs, vesting after three years, based on relative TSR performance against S&P 500 index peer group | | | | 50% time-vested options and/or RSUs based on threshold performance | | Choice of options, RSUs, or a 50/50 split, vesting ratably over three years. RSUs earned based on adjusted net operating profit targets. |

  71. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The grant date for our RSU and PSU awards and the commencement of the performance period is the date of the annual stockholder meeting or on the earliest practicable date thereafter. Fiscal year 2026 options were granted on the second trading day following the filing of our Current Report on Form 8-K filing with the SEC which included the results of the vote at the 2025 annual stockholder meeting. Relative TSR performance measure with challenging targets over a three-year performance period. Commencing with the grants made in November 2023 for fiscal 2024, one half of PSUs awarded, or 25% of total equity award value for each fiscal year, is based on our relative TSR performance as compared to the TSR performance of the S&P 500 Index companies over a three- year performance period. Payout ranges from 45% to 200% of target PSUs granted, with threshold relative TSR performance at the 30th percentile resulting in 45% payout, target relative TSR performance at the 60th percentile resulting in 100% payout, and relative performance at the 95th percentile or better resulting in a 200% payout; provided, however, that if our absolute TSR is negative, then payout for our relative TSR performance cannot exceed 100% regardless of our relative percentile performance. No payout occurs for below threshold performance. Absolute TSR PSUs, with challenging TSR targets. Half of the PSUs granted in fiscal 2024, 2025 and 2026, and all PSUs granted for prior years, may only be earned based on minimum annual growth of our absolute TSR on the NYSE that equals or exceeds 5%, with a target earnout set at 10% compounded annual returns, as set forth in the table below.

  72. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | TSR Requirements | Annual Base TSR | Cumulative 4-year TSR | Accelerated Cumulative 3-Year TSR | Payout Percentage of Target Shares Granted | | Below threshold | Below 5% | Less than 21.6% | Less than 15.8% | 0% | | Threshold | 5% | 21.6% | 15.8% | 50% | | Target | 10% | 46.4% | 33.1% | 100% | | Maximum(a) | 15% | 74.9% | 52.1% | 200% |

  73. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Annual awards granted since November 2022 have a maximum earnout capped at 200% of target PSUs to align with the interests of our stockholders and US peer practices. Our Absolute TSR PSU program design encourages accelerated achievement of targeted growth by including an additional feature whereby 25% of the target Absolute TSR PSUs (representing less than 7% of the executive's total fiscal year award) may be earned and banked if, during the first three years, at the end of any fiscal quarter, cumulative TSR since grant is equal to or greater than 33%, which is the required minimum performance for payout at target after three full years. The banked portion of the PSUs awards is paid at the end of the three-year vesting period and counts against actual awards earned based on performance at the end of the entire performance period. Once the banking condition is met, no additional banking may occur. The PSUs that may be earned based on our relative TSR performance do not have any banking feature. The committee believes this PSU design aligns with actual stockholder experience, mitigates for point-to-point stock price volatility, provides a strong retention mechanism, and rewards long-term value creation for our stockholders. Compensation Governance Best Practices Our compensation and leadership development committee, assisted by its independent compensation consultant, continuously monitors emerging best executive compensation practices, particularly at our US peer companies. As part of this review, and also based on communications with our stockholders, during fiscal year 2026 we continued to use compensation practices that we believe are consistent with market best practices, and do not have practices generally viewed as problematic: •Compensation recovery or "Clawback" policy. Our robust compensation recovery policy, effective as of October 2, 2023, provides for the recovery of incentive compensation from our executive officers and other senior management consistent with NYSE rules. See “Clawback Policy,” below. •Stock ownership and holding guidelines. We maintain robust stock ownership guidelines, requiring our chief executive officer to hold stock valued at 600% of salary and our other named executive officers to hold stock valued at 300% of salary. These requirements are consistent with US public company practices. •Double-trigger equity acceleration. In our change of control agreements for named executive officers, accelerated vesting of time-vested equity occurs only if a named executive officer's employment is terminated under specified circumstances within six months before or one year after a change of control. •No general excise tax gross-ups in change of control agreements. Our change of control agreements do not provide excise tax gross-ups. They include a “best pay” limitation, which reduces the severance payments and benefits payable to the extent necessary so that no portion of any payments or benefits payable in connection with a change of control would be subject to excise tax if the reduction would result in the net amount payable to the employee being greater than the net amount received without the reduction. •Limited severance. All of our named executive officers are employed at-will and have no contractual right to cash severance on termination, except for qualifying terminations in the event of a change of control. The cash severance on change of control is limited to a double-trigger (requiring both a change of control and a termination) and the highest multiplier is for our chief executive officer, at 200% of salary and short-term incentive. In fiscal year 2025 we revised our change in control agreements to align with best practices of our peers, and eliminated from the cash severance benefit calculation annual retirement plan contribution amounts unless required by applicable local law. •Broad-based retirement benefits. We do not provide supplemental pension plans or executive-only retirement arrangements for our named executive officers. Our executives participate in the broad-based retirement programs available to employees in their respective countries, including our 401(k) plan in the U.S. and superannuation arrangements in Australia. We provide pro-rata equity vesting for officers who retire at or after age 60, with at least 5 years’ service, on the same basis available to all employees who reach these milestones. •Pledging and hedging prohibited. We have a policy prohibiting our officers and directors from hedging or pledging their Resmed stock. See “Pledging and Hedging,” above. •Equity awards do not include dividends. No dividends accrue or are paid on our outstanding equity awards. •Adoption of 10b5-1 plans. In accordance with our updated insider trading policy adopted in August 2026, we require board members and our named executive officers (and other officers reporting to our chief executive officer) to either conduct sales of our securities pursuant to Rule 10b5-1 trading plans that have been pre-approved by the global general counsel or provide ninety (90) days’ advance written notice and obtain a transaction-specific pre-approval before trading during an open trading window. All transactions remain subject to our prohibition on trading while in possession of material nonpublic information and other applicable trading restrictions. Information on the use of those plans by that group is included in our quarterly reports on Form 10-Q and in our annual report on Form 10-K. Impact of Dual Market Listing and Say-on-Pay Results Market-competitive compensation and balancing US and Australian pay practices. The compensation and leadership development committee reviews benchmark data but does not target a specific percentile. The committee seeks to provide compensation that is competitive with similarly sized U.S.-based public companies in the medical device and medical technology industries with which we compete for executive talent. Resmed is headquartered in the United States, approximately 63% of our fiscal year 2026 revenue was generated in the United States, and a majority of our executive management team works and resides in the United States. Our principal stock exchange listing is also on the NYSE. At the same time, Resmed has a significant Australian stockholder base and considers Australian compensation practices and investor expectations. U.S. and Australian compensation practices differ, particularly in the mix of fixed, variable and equity compensation and the extent to which equity awards are subject to long-term performance conditions. Resmed seeks to balance these approaches. For fiscal year 2026, 50% of our executives' annual equity grant value consisted of relative and absolute TSR PSUs, while the remaining 50% consisted of executive RSUs and/or stock options. Executive RSUs are subject to net operating profit financial performance conditions and three-year service-based vesting. The committee will continue to evaluate the structure of our long-term equity program as market practices and investor expectations evolve. Historical strong say-on-pay results. At our annual meeting held in November 2025, our stockholders voted to approve, on an advisory basis, the fiscal year 2025 compensation of our executive officers, with approximately 90% of the shares that voted on this proposal voting in favor of our executive compensation. The 90% support was an increase from approximately 84% approval in November 2024. During fiscal year 2025 and extending into fiscal year 2026, we continued to engage with stockholders. The compensation and leadership development committee considers stockholder feedback regarding our executive compensation structure as part of its ongoing review of executive compensation. Any changes approved by the committee during the upcoming compensation cycle will apply prospectively to fiscal year 2027 compensation.

  74. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    We believe that our current compensation structure is incentivizing the right behavior, aligns pay with performance, and results in long-term value creation for our stockholders in both the US and Australia. For example, at risk compensation is not paid when we do not perform. Compensation Decision-Making Process Compensation and Leadership Development Committee Role The compensation and leadership development committee establishes our general compensation policies, and reviews and approves salaries, short-term incentives, equity-based compensation, and all other elements of the compensation offered to our executive level officers (including our named executive officers) that report to our chief executive officer. The board has determined that all members of the compensation and leadership development committee are independent directors under NYSE standards. The committee also reviews our peer group, our executive benefits and perquisites, our equity pay practices, our director compensation, the independence of its advisors, and the risks related to our compensation programs, on an annual basis. The committee regularly considers supplemental compensation policies and practices such as change of control, severance, and retirement. The committee also assists the board in the Company’s strategies related to human capital management. Timing of decisions and equity grants The committee reviews and sets our executive officers’ cash compensation, sets the terms of our short term incentive plan, and discusses potential equity award grant values in August following fiscal year-end. Decisions with respect to cash compensation and equity grants are decided by the committee and communicated by our chief executive officer to his team in November following our annual stockholder meeting. Cash pay increases are effective on December 1. The company’s practice is to make annual equity award grants of RSUs to directors, named executive officers and non-executive management effective on the earliest practicable date after the annual stockholder meeting. The company makes the annual equity award grant of stock options to any officer or director choosing options two business days after the publishing of the annual meeting voting results on a Current Report on Form 8-K. In fiscal year 2026, the related board and committee meetings were held in Sydney, Australia following the annual stockholder meeting. The board approved the annual RSU grants to directors and the committee approved the annual RSU grants to named executive officers and non-executive management on November 20, 2025 (US Eastern Time), and the grants became effective on that date. Stock options were not granted until two business days after publishing annual meeting voting results in a Current Report on Form 8-K. Mr. Farrell elected to receive 50% stock options and 50% RSUs for the portion of his annual award that was not PSUs. All other named executive officers who received annual equity awards in November 2025 elected to receive 100% RSUs. Our equity grant practice is that the granting of incentive awards for promotions, new hires, and other special situations must be properly approved before the grant date, and the grant date is to occur on the first business day of the month after the promotion, new hire, or other special situation. Commencing with fiscal year 2025, the company no longer provides the choice of stock option grants to any new executives upon promotion or hire so as to reduce the likelihood that an option grant could fall into a window surrounding a public filing. Resmed’s practice follows the prevailing governance norm of ensuring stock option strike prices reflect the fair market value on the actual grant date, aligning with both US regulatory requirements such as IRS Section 409A and SEC rules, the standards recommended by proxy advisors in the US and Australia, and with the expectations of Australia’s ASIC and ASX governance framework emphasizing transparency, market integrity, and fair practice in equity compensation. Independent Compensation Consultants In making its compensation decisions, the committee reviews data obtained from peer group companies and considers the recommendations of management and the analysis and advice of its independent compensation consultant regarding each element of compensation. The committee also has independent authority to retain advisors. The committee has retained FW Cook, Inc., an independent compensation consultant, to advise the committee with respect to compensation matters for executive officers. FW Cook performs no work for us other than its work providing executive compensation consulting services to the committee. During fiscal year 2026, the committee reviewed market practices and benchmark data from FW Cook, Resmed’s and our executives’ relative performance, and the recommendations of its consultant. FW Cook further advised the committee regarding long-term incentive design practices and alternatives, as well as peer group equity practices. In addition to FW Cook, management retained Infinite Equity, Inc. to advise on valuing performance results of both our relative and absolute PSUs and to assist with new SEC disclosure requirements. The committee also considered the experience and knowledge of committee members regarding compensation practices for comparable positions at other companies. Although the committee considers various sources of information and recommendations, the committee ultimately relies on its own independent judgment. Management’s Role Our management team, particularly our chief people officer and her team, provide input and recommendations to the committee regarding executive compensation. Management provides historical and prospective financial analysis of compensation components and financial performance data. Management also makes recommendations for the committee’s review and decision. While the chief people officer and global general counsel typically attend committee meetings, the committee chair excuses them as appropriate for independent review and decision-making on their compensation. Peer Group Comparisons In making its decisions on executive compensation, the committee refers to competitive analyses prepared by FW Cook, which review each position against third-party compensation survey data and/or peer group officer pay data. The US peer companies are medical device or medical technology companies generally within one-quarter and four times the size of our revenue and market capitalization, with Resmed positioned within a reasonable distance from the median. The committee periodically reviews the composition of the peer group and the criteria and data used in compiling the list and considers modifications to the group. In February 2025, before making fiscal year 2026 compensation decisions, the committee reviewed the existing US peer group and approved removing Dentsply Sirona due to its smaller size and adding the larger IQVIA for fiscal year 2026. As a result, the following 19 companies comprised the US peer group that informed our fiscal 2026 compensation decisions:

  75. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | US Peer Group | | | Agilent Technologies, Inc. | IDEXX Laboratories, Inc. | | Align Technology, Inc. | Illumina, Inc. | | Baxter International, Inc. | Intuitive Surgical, Inc. | | Bio-Rad Laboratories, Inc. | IQVIA | | Boston Scientific | Mettler-Toledo International Inc. | | Charles River Laboratories International, Inc. | Revvity, Inc. (formerly PerkinElmer) | | The Cooper Companies Inc. | STERIS plc | | Dexcom, Inc. | Teleflex Incorporated | | Edwards Lifesciences Corp. | Waters Corporation | | Hologic Inc. | |

  76. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    At the time the US peer group was reviewed, Resmed was between the median and the 75th percentile for both revenue and market capitalization. The committee believes that this peer group reflected a reasonable cross-section of our labor market for talent and included companies that our investors might consider in determining the reasonableness of our pay and alignment of our pay with our performance. From time to time, the committee also considers compensation data analyzed by FW Cook regarding similarly-sized ASX-traded publicly listed companies for our Australia-based executives as well as for our chief executive officer. The committee considers but generally gives less weight to the Australian market data because the ASX peer group is less comparable to Resmed in size and product offerings, and because Resmed compensates senior executives and directors based on a US-style pay model, which is structurally and quantitatively different from the typical practices of companies in the ASX peer group, but consistent with its US peers and other companies traded on the NYSE. That said, the committee did perform a review against Australian companies in February 2025 and recommended removing SEEK due to its smaller size and adding Computershare for fiscal year 2026. Computershare was removed from the group in 2021 due to low market cap but it has been back within the target range.

  77. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Australian Peer Group | | | Amcor | Ramsay Healthcare | | Aristocrat Leisure | REA Group | | Brambles | Reece Limited | | Cochlear Limited | Sonic Healthcare | | Computershare | Telstra | | CSL Limited | Transurban | | Fisher & Paykel Healthcare Limited | Xero | | James Hardie Industries PLC | |

  78. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    At the time the Australian companies were reviewed, Resmed was above the 90th percentile in market capitalization compared to our Australian peer group, and approximately at the median in trailing twelve-months’ revenue. Compensation Risk Assessment During fiscal year 2026, the compensation and leadership development committee reviewed our compensation programs, policies and practices for executives as well as for all employees, including sales employees, to evaluate whether the policies or practices present an environment that would facilitate excessive risks or behaviors. The committee was assisted in its various compensation reviews by advice from its independent compensation consultant. The committee believes that our programs, policies and practices are not reasonably likely to have a material adverse effect on our company. The committee believes that the structure and design of the programs do not create incentives to take on too much risk, and that we have policies in place to mitigate risk-taking and support a long-term orientation. These conclusions are supported by the combination of controls and considerations used in our compensation program, including the annual review of the program, blend of short-term, long-term, and incentive-based compensation, the use of performance-based targets and evaluations, oversight of the programs by the committee and senior management, hold back and clawback provisions, and caps on payouts in certain circumstances. The committee believes incentive arrangements encourage behaviors aligned with the long-term interests of stockholders. Fiscal Year 2026 NEO Compensation Base Salary Base salaries provide our executives with a degree of financial certainty and stability. To attract and retain highly qualified executives, we pay within salary ranges that are generally based on similar positions in companies of comparable size and complexity in the US. Using the peer group data, the committee assesses market base salaries at the median, 60th and 75th percentiles. Our executive compensation philosophy is to be guided by salaries for high performing and experienced officers among our US peer group. Adjustments are made based on the committee’s assessment of position, performance, experience, location, and role. We typically review annual salary adjustments for our named executive officers each August with an effective adjustment date in December of each year. For fiscal 2026, after consideration of market data, the committee approved salary increases averaging 9% in order to maintain base salaries at levels competitive to our US peer group. The table below shows the base salaries for our named executive officers. For Mr. Leong and Mr. Sandercock, who are based in Australia, the amounts shown in the table below represent the US dollar equivalent of their non-US dollar-denominated salaries, which is impacted by currency fluctuations. We believe that year-to-year currency fluctuations make the constant currency increases most meaningful for officers residing outside the US.

  79. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named executive officer | Fiscal year 2026 base salary | Fiscal year 2025 base salary | Constant currency percentage increase from 2025 to 2026 | | Michael Farrell | $1,300,000 | $1,235,000 | 5.3% | | Chairman of the board and chief executive officer | | | | | Aaron Bloomer | $725,000 | n/a | n/a | | Chief financial officer | | | | | Justin Leong | $742,516(a) | $715,292(a) | 7.0% | | Chief product officer | AUD 1,142,332 | AUD 1,067,600 | | | Michael Rider | $550,000 | $515,000 | 6.8% | | Global general counsel and secretary | | | | | Brett Sandercock | $614,827(a) | $537,072(a) | 18.0% | | Former chief financial officer and special advisor to CEO | AUD 945,888 | AUD 801,600 | |

  80. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)These amounts reflect the exchange rate we used in setting our budget for the respective fiscal year. The exchange rate used for 2026 was approximately AUD:USD 1 to 0.65, and the exchange rate for 2025 was approximately AUD:USD 1 to 0.67. The fiscal year 2025 U.S. dollar base salary amounts shown above have been updated to apply the fiscal year 2025 Australian-dollar base salaries to the applicable fiscal year 2025 exchange rate. Annual Performance-Based Short-Term Cash Incentives The purpose of our annual short-term cash incentive program is to motivate our executives to meet or exceed our company-wide and business unit short-term operating performance objectives and strategies. The program is intended to motivate our management team to execute on our business goals, to exceed our budgeted performance, to share our success with eligible employees to the extent warranted by our performance, and to provide competitive compensation. Amounts earned are based on a targeted percentage of actual pro-rata salary paid for the year, rather than the base salary in effect at the end of the year. In setting short-term incentive target opportunities for fiscal year 2026, the committee reviewed data for the 50th, 60th, and 75th percentiles of the peer group. For fiscal year 2026 the committee made no change to the target short-term incentive opportunity for our named executive officers, which range from 60% to 135%, as the committee determined such levels continued to be competitive with our peer group. The performance measures for fiscal 2026 were adjusted net sales and adjusted net operating profit, weighted equally, for all executives. The payout structure for our short-term incentive program has remained the same for several years although the goals are updated and have increased each year to align with the company’s annual business plan. Amounts earned are based on achieving pre-established goals for each performance metric, applied to each metric individually, as described in the following table. Payouts are expressed as a percentage of short-term incentive opportunity for that performance metric. Performance between the achievement levels is paid based on linear interpolation. The committee has established a cap on the maximum short-term incentive total payout at 200% of each officer’s target short-term incentive opportunity, with no payout on a performance measure if performance is less than 85% of target for that measure.

  81. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | No Payout | 50% Payout | 100% Payout | 150% Payout | 200% Payout | | <85% of goal | 85% of goal | 100% of goal | 115% of goal | ≥130% of goal |

  82. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The committee approves the actual short-term incentive payouts for executive officers under these criteria after the end of the fiscal year, and after reviewing our financial data and performance. The goals and actual performance for each of the metrics for the 2026 fiscal year that ended on June 30, 2026, are listed below:

  83. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Short-Term Incentive Component | Threshold Performance- 50% Payout ($ in Millions) | | Targeted Performance- 100% Payout ($ in Millions) | | Maximum Performance- 200% Payout ($ in Millions) | | Actual Performance ($ in Millions) | | Percentage of Targeted Performance Achieved | Short-Term Incentive Percentage Earned Based on Percentage Achieved | | Adjusted net sales | | 4,809 | | 5,659 | | 7,356 | | 5,646 | 99.78% | 99.28% | | Adjusted net operating profit | | 1,814 | | 2,135 | | 2,775 | | 2,155 | 100.93% | 103.10% | | Total achieved after weighting | | | | | | | | | | 101.19% | | (50% each) | | | | | | | | | | |

  84. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    We set challenging goals for fiscal year 2026. Each of our target goals for fiscal year 2026 required growth over the prior fiscal year actual performance. The continued demand for our sleep devices and growth in our Residential Care Software business drove improvement in our sales along with improvement in our operating profit created by procurement, manufacturing and logistics efficiencies in fiscal year 2026. Our fiscal year 2026 adjusted net sales (adjusted for committee-approved plan calculations) target of $5,659 million represents 10.2% growth over our actual adjusted net sales of $5,137 million under the plan for fiscal year 2025. Our actual fiscal year 2026 adjusted net sales growth performance (adjusted for committee-approved plan calculations) was 9.9%, from $5,137 million in fiscal year 2025 to $5,646 million in fiscal 2026 resulting in 99.28% of target opportunity earned for this metric before weighting. Our fiscal year 2026 target for adjusted net operating profit target of $2,135 million represented 15.6% growth over our actual adjusted net operating profit of $1,847 million under the plan for fiscal 2025. Our actual adjusted net operating profit performance (adjusted for committee-approved plan calculations) increased by 16.7%, from $1,847 million in fiscal year 2025 to $2,155 million in fiscal year 2026, resulting in 103.10% of target opportunity earned for this metric before weighting, reflecting our improved cost discipline and accelerated profitability, both of which were a focus of our executive team and a benefit to our stockholders. Incentive Plan Adjustments The short-term incentive targets are set when our internal forecasts and budget for the full fiscal year are finalized and approved by the board, which for fiscal year 2026 occurred in August 2025. Our internal forecasts for the GAAP measures of net sales and operating profit set the basis for our short-term incentive targets. In calculating short-term incentive metrics achievement, the committee made adjustments, consistent with plan parameters, as shown in the table below, from our GAAP financial statement revenue and operating profit calculations and from our internal reporting, to eliminate the impact of certain non-operating revenue and expenses as set forth in the table below.

  85. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | STI metric and adjustment(s) | Amount (000's) | | | Net sales (GAAP) | | 5,653,443 | | use budgeted exchange rates | | (6,207) | | exclude sales from unbudgeted acquisitions | | (995) | | Adjusted net sales | | 5,646,241 | | Operating profit (GAAP) | | 1,886,715 | | exclude stock-based compensation | | 103,440 | | exclude amortization of acquired intangibles—cost of sales | | 31,779 | | exclude amortization of acquired intangibles—operating expenses | | 45,466 | | exclude profits and losses from unbudgeted acquisitions | | 4,050 | | exclude acquisition-related costs | | 11,486 | | exclude restructuring | | 21,745 | | exclude Astral field safety notification expenses | | 41,885 | | use budgeted exchange rates | | 8,433 | | Adjusted net operating profit | | 2,154,999 |

  86. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The following table shows the 2026 fiscal year cash incentives at target and as earned. All actual short-term incentive payments were funded in accordance with the pre-established formulas prorating the actual target bonus amount based on the effective period of the compensation components within the fiscal year, with any base salary and target bonus increases effective on December 1st; there was no discretionary or individual adjustment by the compensation and leadership development committee.

  87. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named executive officer | Annual short-term incentive target percentage | Annual short-term incentive target | Annual short-term incentive earned | Actual short-term incentive as a percentage of target | | Michael Farrell | 135% | $1,718,408 | $1,738,857 | 101.19% | | Aaron Bloomer | 80% | $91,640 | $92,731(a) | 101.19% | | Justin Leong | 80% | $602,342 | $609,510(b) | 101.19% | | Michael Rider | 60% | $321,243 | $325,066 | 101.19% | | Brett Sandercock | 80% | $480,131 | $485,845(b) | 101.19% |

  88. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Mr. Bloomer's annual short-term incentive award was prorated from his start date on May 4, 2026 to the end of the fiscal year, June 30, 2026. (b)These amounts are in USD and are converted from the amounts that were approved in local currency by the committee. The foreign currency is converted to USD based on the fiscal year 2026 average annual exchange rate of approximately AUD:USD 1 to 0.6776. Long-Term Incentive Equity Award Program

  89. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | | | 25% PSUs earned based on performance (absolute TSR) | | PSUs, vesting after four years, unless accelerated for performance after three years, based on TSR | | Long-term incentive grant value | | | | | | | | 25% PSUs earned based on performance (relative TSR) | | PSUs, vesting after three years, based on relative TSR performance against S&P 500 index peer group | | | | 50% time-vested options and/or RSUs based on threshold performance | | Choice of options, RSUs, or a 50/50 split, vesting ratably over three years. RSUs earned based on adjusted net operating profit targets. |

  90. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The largest component of our named executive officers’ direct compensation provides a long-term incentive and alignment with stockholders through equity participation. The primary purpose of granting equity awards is to link our officers’ financial success to that of our stockholders, with the value of the equity awards increasing only as our stock price increases, and to promote long-term value creation. Our equity mix is 50% in long-term performance-based PSUs comprised of absolute TSR PSUs and relative TSR PSUs (with a 50/50 split), and the remaining 50% in performance-based RSUs for executives and/or stock options with vesting over three years. This mix increases the capability of the committee to effectively manage our use of shares under our stock plan, balances the performance leverage and performance risk provided by various equity vehicles, and promotes long-term stock appreciation and value creation. During fiscal year 2026, we continued to grant PSUs for 50% of the annual equity value for executive officers, and to provide named executive officers the choice to select whether the balance of their equity awards would be entirely in the form of stock options, entirely in executive RSUs (subject to performance measures) or evenly split (in value) between the two. The combined availability of options and RSUs gives our executives the opportunity to balance the incentive award in a manner that suits their particular risk profile and their own preferences in financial or tax planning in US and non-US jurisdictions. We do not pay dividends or dividend equivalents on any of our unvested or unearned equity awards. Fiscal Year 2026 Equity Grant Values Each year the committee establishes equity grant values with the number of PSUs, RSUs, and/or stock options determined by the per share grant date values computed under Financial Accounting Standards Board Accounting Standards Codification Topic 718 as determined by an independent consultant. In determining the value of awards granted to specific named executive officers, the committee reviewed our performance, the number of outstanding awards available, the present value of the proposed grant, existing unvested equity ownership, the awards granted in prior years, and the grant practices of our peer group companies. For fiscal year 2026, the committee reviewed peer company data to determine competitive equity award values, at the median, 60th, and 75th percentiles, for each officer’s position. The committee also considered internal equity relationships to promote a team-based approach for our senior management team. In arriving at the specific grant size, the committee considered the peer group benchmarks at an individual level, as well as aggregate equity compensation for similar groups across our peers. The committee also considered our officers’ individual performance during the prior fiscal year as well as their experience in their role, and expected future contributions. Taking all those factors into account, the committee approved increased fiscal year 2026 equity grant values as follows: •our chief executive officer received an 11.1% increase, which was informed by company performance in fiscal year 2025, and to maintain the market competitiveness of his equity compensation; •our current chief financial officer received a $3.3 million new hire equity award, to align with comparable market practice for newly hired executives with value aligned to market; •our chief product officer received a 19.2% increase, to align with comparable market values •our global general counsel received a 10.7% increase, to align with comparable market values; and •our former chief financial officer and special advisor to the CEO received a fiscal year 2026 award in November 2025 equal to his fiscal year 2025 award. The following table sets forth annual equity grant values provided to our named executive officers in fiscal year 2026 (compared to fiscal 2025), as well as the elections made by our named executive officers regarding the form of award to receive for fiscal 2026.

  91. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named Executive Officer | Prior Year Approved Grant Value | Fiscal Year 2026 Approved Grant Value | Percentage of Grant Value in Performance-Based Stock Units(a) | Percentage of Grant Value in Stock Options | Percentage of Grant Value in Restricted Stock Units | | Michael Farrell | $11,700,000 | $13,000,000 | 50% | 25% | 25% | | Aaron Bloomer | n/a | $3,300,000 | 50% | 0% | 50% | | Justin Leong | $2,600,000 | $3,100,000 | 50% | 0% | 50% | | Michael Rider | $1,400,000 | $1,550,000 | 50% | 0% | 50% | | Brett Sandercock | $2,600,000 | $2,600,000 | 50% | 0% | 50% |

  92. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Performance stock units were comprised of 50% of the award based on absolute TSR and 50% on relative TSR. Terms of Performance Stock Units Program design. Equity grants to named executive officers during fiscal year 2026 were made under our ResMed Inc. 2009 Incentive Award Plan, as amended and restated (the “2009 Amended and Restated Plan”). Long-term PSUs are granted in November as compensation for that same fiscal year. The PSUs for fiscal year 2026 were granted in November 2025 with 50% of the PSUs granted being earned based on our TSR performance relative to the TSR of the S&P 500 Index companies over a three-year performance period and the remaining 50% of PSUs being earned based on our absolute TSR performance. Absolute TSR PSUs. Absolute TSR PSUs are earned and cliff vest after the fourth anniversary of the grant based on our absolute TSR performance during that four-year period, with an opportunity to accelerate payouts after year three if TSR performance is at or above threshold TSR for the three-year performance period, as shown in the table below. If there is acceleration for TSR performance to three years at any level of payout, then the PSU performance period is complete and there is no opportunity to earn additional shares after the end of the accelerated three-year period. The share price at the grant date (in November) is used as the starting point for the TSR calculation, and a trailing 30 trading-day average share price is used to calculate the share price at the end of each performance period.

  93. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | TSR Requirements | Annual Base TSR | Cumulative 4-year TSR | Accelerated Cumulative 3-year TSR | Payout Percentage of Target Shares Granted | | Below threshold | Below 5% | Less than 21.6% | Less than 15.8% | 0% | | Threshold | 5% | 21.6% | 15.8% | 50% | | Target | 10% | 46.4% | 33.1% | 100% | | Maximum | 15% | 74.9% | 52.1% | 200% |

  94. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Shares earned between these achievement levels are based on linear interpolation. The program has several features to minimize the impact of daily volatility and point-to-point variation, and to encourage accelerated achievement of absolute TSR goals. A 30 trading-day average price is used to measure performance at the end of the period. If cumulative absolute TSR is 15.8% or greater after three years, representing 5% annual growth required for threshold performance, then threshold is earned, with interpolation for three-year cumulative TSR between approximately 16%, 33%, and 52%, as shown in the chart above. If, during the first three years, cumulative TSR after grant is equal to or greater than 33.1% at the end of any fiscal quarter, representing target performance after three years, then 25% of the target award would be deemed earned, is banked, and paid out at the end of year three, even if performance at the end of year three is below the three-year threshold. The banking can only occur once, and any final payout would be net of the banked amount. The rationale for banking this relatively small (7% of the overall value of the equity grant) payout that remains unvested until year three is to retain award holders for at least three years partially rewarding targeted stockholder value creation, when stockholders have had the opportunity to realize a minimum level of 33.1% TSR in a short time. Relative TSR PSUs. Commencing with the fiscal 2024 grants, 50% of the PSUs granted are earned based on our relative TSR performance compared to the TSR performance of the S&P 500 Index over a three-year performance period. Payout can range from 45% to 200% of target PSUs granted, with threshold relative TSR performance at the 30th percentile resulting in a 45% payout, target relative TSR performance at 60th percentile resulting in 100% payout, and relative performance at 95th percentile or better resulting in 200% payout; provided, however, that if our absolute TSR is negative, then payout of Relative TSR PSUs cannot exceed 100% regardless of relative percentile performance. No relative TSR payout is earned for below threshold performance. Shares earned between threshold and maximum achievement levels are based on linear interpolation. A 30 trading-day average price is used to measure performance at the end of the period. There is no banking feature with the Relative TSR PSUs. Our executives’ PSU grants are aligned with the interests of our stockholders. The Absolute TSR PSUs granted in November 2021 (fiscal year 2022) did not achieve the required goals for the four-year performance period ending in November 2025 and were forfeited. This pay-for-performance outcome after the fourth year continues to align pay with performance, with no discretionary adjustments by the committee. Forfeited Absolute TSR PSU grants are shown in the table below.

  95. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named executive officer | Forfeited number of Fiscal 2022 PSUs outstanding at four-year performance | | Michael Farrell | 12,392 | | Aaron Bloomer(a) | n/a | | Justin Leong | 1,652 | | Michael Rider (a) | 0 | | Brett Sandercock | 2,753 |

  96. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Mr. Rider was not granted PSUs prior to his promotion on July 1, 2023; Mr. Bloomer started on May 4, 2026. As a result of our stock price performance over the three-year accelerated performance period of the outstanding absolute TSR PSUs granted in November 2022 (fiscal year 2023), those PSUs achieved 19.2% cumulative TSR and 6.1% annualized TSR in November 2025 which exceeded threshold and paid out at 60.54%. The beginning stock price was $224.58 and average 30-day closing price at the end of the performance period on November 15, 2025 was $268.19.

  97. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Named executive officer | Certified number of Fiscal 2023 PSUs at three-year performance | | Michael Farrell | 13,551 | | Aaron Bloomer (a) | n/a | | Justin Leong | 1,848 | | Michael Rider (b) | 0 | | Brett Sandercock | 2,710 |

  98. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    (a)Mr. Bloomer joined the company on May 4, 2026. (b)Mr. Rider was not granted PSUs prior to his promotion on July 1, 2023. Our stock price performance over the 2026 fiscal year from $258.00 on June 30, 2025 to $194.88 on June 30, 2026 eroded stockholder value and reduced the likelihood of potential payouts for performance based awards. Both absolute and relative TSR performance awards issued in fiscal years 2025 and 2026 have insufficient growth since the grant date such that no payouts would occur if the share price at the end of their applicable performance periods is equal to our June 30, 2026 stock price. Fiscal year 2024 performance awards based on absolute and relative TSR would payout at 110% and 96% respectively, if the share price at the end of their applicable performance period in November 2026 is equal to our June 30, 2026 price. Twenty-five percent of fiscal 2024 Absolute TSR PSUs were earned at target and have been banked as of the quarter ending June 30, 2024. Banked awards are vested at the end of the three-year performance period. While some performance awards currently track to payout over target due to our stock price, the illustrative no-payout results for awards issued in fiscal years 2025 and 2026 demonstrate our focus on tying at-risk pay to stock price to align with stockholders holding ownership over the long term. The target stock prices for absolute TSR in fiscal years 2025 and 2026 are $312.51 and $324.65 respectively, well above our fiscal year 2026 ending stock price of $194.88.

  99. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Fiscal Year | PSU Grant Date | Starting Price | TSR | 25% of Absolute TSR PSUs Earned and Banked | Percent of Target Payout Based on (June 30, 2026) Stock Price of $194.88 | | 2024 | November 16, 2023 | $148.90 | Absolute | Earned June 2024 subject to vesting | 110% | | 2024 | November 16, 2023 | $148.90 | Relative | Not applicable | 96% | | 2025 | November 20, 2024 | $241.55 | Absolute | No | 0% | | 2025 | November 20, 2024 | $241.55 | Relative | Not applicable | 0% | | 2026 | November 20, 2025 | $243.92 | Absolute | No | 0% | | 2026 | November 20, 2025 | $243.92 | Relative | Not applicable | 0% |

  100. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Terms of Restricted Stock Units and Stock Options For fiscal year 2026, we continued our policy of allowing our named executive officers the choice of whether to receive all options, all performance-based RSUs, or a 50:50 split of the two award types for the 50% of their award that is not granted in PSUs. That choice is made well in advance of the grant date. Restricted stock units. Our executive RSUs are subject to performance conditions to vesting based on meeting threshold levels of profitability measured by our actual adjusted net profits compared to board approved targeted levels of earnings for each of the three performance periods: (1) third fiscal quarter; (2) fourth fiscal quarter; and (3) the third and fourth fiscal quarters combined. One half of the RSUs granted may be earned based on net operating profits after tax for each of the third and fourth fiscal quarters. No more than 100% of the RSUs granted may be earned, and once the target is met for a performance period, all RSUs associated with that period are earned. If the target for a performance period is not met, none of the RSUs for that period are earned. Once earned, the executive RSUs are subject to time-based vesting in one-third annual increments from the date of the grant, based on continued service with us, which facilitates retention and aligns with the interests of our long term stockholders. RSUs are also eligible for pro rata retirement treatment for employees sixty years of age with at least five years of service. We do not pay dividends or dividend equivalents on any of our unvested equity awards including RSUs. In August 2026, the committee determined that the performance condition for the November 2025 RSU grants to executive officers had been met as shown in the table below, and that 100% of the executive RSUs granted were earned. The earned RSUs remain subject to one-third annual vesting increments from the date of grant, based on continued service.

  101. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    | Performance Component | Threshold (in US$ thousands) | Approximate Actual Performance (in US$ thousands) | Percentage Earned of RSU Award for the Metric | | Fiscal year 2026 third quarter adjusted earnings | $208,584 | $417,167 | 50% | | Fiscal year 2026 fourth quarter adjusted earnings | $214,166 | $428,332 | 50% | | 2026 third and fourth quarter adjusted earnings | $422,749 | $845,499 | 100% |

  102. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Stock options. The 2009 Amended and Restated Plan--and best practices in the US and Australia--requires that the exercise price of options equal the fair market value on the grant date, as measured by the closing price on the NYSE on that date. Stock options granted to named executive officers and certain other senior executives during the November annual grant process become exercisable one-third per year on November 11 of each year after the grant date, subject to the executive’s continued service with us, and have a seven-year term unless the executive’s employment with us ends. The committee considers stock options performance-based compensation. The ultimate economic value received by an option recipient depends on our future stock price performance, and could be zero, if the stock price does not increase above the strike price. These features of stock options align our executives’ interests with stockholders’ interests. Perquisites and Other Benefits During fiscal year 2026, after review by the committee, we continued the limited benefits described below to our named executive officers. The incremental cost to us for these benefits is described in the summary compensation table. •We provide comprehensive periodic medical examinations to promote personal health and work/life balance. We believe this benefits us as well as the individuals through improved health, productivity, and longevity, and is consistent with Resmed’s mission as a health and wellness solutions innovator. During fiscal year 2026, Mr. Sandercock received a medical examination under this program. •We also provided paid time-off, medical plans, dental plans, vision plans, tax-qualified defined contribution retirement plans (including matching contributions and government-mandated contributions). Named executive officers are eligible to participate in these benefit programs on the same basis as other similarly-situated employees in their respective locations. We provide our named executive officers with supplemental life and disability insurance benefits not generally available to employees outside of the U.S., although the disability insurance is generally available on the same terms to all US employees. •We participate in an aircraft travel program to provide for more efficient use of time and to provide a more secure and confidential travel environment in which to conduct company business. This program is used primarily for business purposes but is available for personal use by our chief executive officer. The aggregate incremental cost to us for any personal use is reviewed at least annually by the compensation and leadership development committee. In fiscal year 2026, the committee approved an increase to our chief executive officer’s personal aircraft benefit from $200,000 in fiscal year 2025 to $250,000 in fiscal year 2026. This increase is due to the increased cost of fuel and pilot expense as well as required maintenance and improvements, resulting in an increase in the cost of operating the aircraft. The committee removed our non-officer chairman emeritus’ personal aircraft benefit due to non-use. Personal use by other named executive officers is on an exception basis and requires our chief executive officer’s approval. Aircraft use by an employee, spouse or guest that does not constitute business use based on IRS guidance is treated as imputed income to the employee, based on the IRS standard industry fare level. We do not reimburse for taxes on the imputed income. We believe that these policies are appropriate to provide increased productivity and security, as well as a comprehensive and competitive compensation package for our chief executive officer. •We typically provide benefits in connection with sales incentive award travel programs, including travel, hotel, meals, entertainment, and other expenses of the executive officer and the officer’s spouse or guest. Our policy reflects the committee’s belief that our senior executive officers’ attendance at these programs is a part of their general business duties. The programs are primarily targeted for sales personnel and other key management who regularly interact with our customers and to recognize their contributions to us. The committee believes that participation by executives in these programs enhances the overall sales incentive programs and requires their attendance to the extent determined by sales leadership. We provide these benefits on the same general basis as we provide to non-executives who qualify to participate in the programs, including a tax gross-up. The tax gross-up is provided to all participants so that they are not discouraged from participating due to tax expenses that would otherwise be a personal expense. CFO Transition and Consulting Arrangements Effective May 4, 2026, Mr. Sandercock stepped down as our chief financial officer. To support an orderly leadership transition, he entered into a transition agreement under which he agreed to remain employed by Resmed as special advisor to our chairman and chief executive officer through December 31, 2026 (the “Transition Agreement”). He also entered into a consulting agreement under which he will serve as special advisor to our chief executive officer from January 1, 2027 through December 31, 2027 (the “Consulting Agreement”). As special advisor, Mr. Sandercock provides transition and continuity support. His responsibilities include assisting with the transfer of his chief financial officer responsibilities, advising the chief executive officer on financial, capital allocation and strategic matters, and providing institutional knowledge and other support requested by the company. Mr. Sandercock also provided input during management’s evaluation of independent auditors and its recommendation to the audit committee to appoint PwC. He is also supporting management’s implementation of the audit committee’s appointment of PwC as our independent registered public accounting firm for fiscal year 2027. These arrangements are intended to support the orderly transition to our new chief financial officer and retain Mr. Sandercock’s institutional knowledge for significant finance, accounting and strategic initiatives, including the transition to PwC following more than 30 years with KPMG LLP. Under the Transition Agreement, Mr. Sandercock remains an employee of the company and will continue to receive his regular salary and benefits, including superannuation, through December 31, 2026. We will apply Mr. Sandercock’s accrued long service leave entitlement against the salary otherwise payable during this period. This treatment will reduce or eliminate the separate long service leave payment otherwise payable when his employment ends. In consideration for his continued employment and transition services through December 31, 2026, we agreed to pay Mr. Sandercock a transition payment of approximately $261,595, equal to six months of his fiscal year 2027 target short-term incentive opportunity. Mr. Sandercock will not receive a separate fiscal year 2027 short-term incentive payment. He will also not receive an additional equity award in November 2026. The transition payment is conditioned on Mr. Sandercock’s continued employment through December 31, 2026, execution of a general release of claims in favor of the company, and compliance with the company’s information-return and deletion requirements upon his transition to a consulting role. Subject to satisfaction of these conditions, the transition payment is expected to be made in January 2027.

  103. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    Mr. Sandercock will not receive any cash consulting fees or new equity awards in connection with his consulting services. His continued service as a consultant will permit his existing equity awards to remain outstanding and potentially vest, generally on a pro rata basis, if he satisfies the applicable service and performance conditions and becomes eligible for retirement treatment under the applicable equity award agreements and the Consulting Agreement. Mr. Sandercock’s absolute and relative TSR PSUs will remain subject to the applicable performance conditions and will be eligible for the foregoing pro rata vesting only to the extent the applicable conditions are achieved. If he completes the consulting term, the PSUs will be measured at the end of the term. The Consulting Agreement does not provide accelerated vesting or waive any performance condition. Any portion of Mr. Sandercock’s equity awards scheduled to vest after December 31, 2027 and any PSUs for which the applicable performance conditions are not achieved will be forfeited and canceled. During the consulting term, Mr. Sandercock will be subject to the confidentiality, non-solicitation, non-disparagement and non-competition obligations contained in the Consulting Agreement. Either party may terminate the Consulting Agreement on 15 days’ prior written notice. If the company terminates the Consulting Agreement without cause, Mr. Sandercock will receive a cash payment equal to the value, determined as of the termination date, of the applicable portion of his 2024 and 2025 RSUs eligible to vest on or before December 31, 2027 and the applicable pro rata portion of his absolute and relative TSR PSUs will be measured and become payable subject to achievement of the performance conditions as of the termination date in accordance with their existing terms. If Mr. Sandercock voluntarily terminates the Consulting Agreement without cause, all then-unvested awards covered by the Consulting Agreement will be forfeited, notwithstanding the retirement provisions of the applicable equity award agreements. Mr. Sandercock’s existing change-of-control agreement will remain in effect only during his continued employment under the Transition Agreement and will terminate when his employment ends on December 31, 2026. The Consulting Agreement does not extend his change-of-control benefits into the consulting period. See “Potential Payments on Termination or Change of Control” for additional information. Chief Financial Officer Appointment and Compensation Arrangement In connection with the appointment of Aaron Bloomer as Chief Financial Officer on May 4, 2026, the committee approved a compensation package that it determined was necessary to attract and retain a highly qualified executive in a competitive market. Mr. Bloomer's compensation arrangement included an annual base salary of $725,000 and an annual target short-term incentive opportunity equal to 80% of base salary. The committee also approved a one-time $150,000 cash sign-on bonus, subject to a 24-month repayment provision upon voluntary resignation, and a one-time sign-on equity award with a target grant value of $3.3 million with 50% delivered in performance-based equity awards and 50% delivered in executive RSUs to support recruitment and retention and to align with market practice. Mr. Bloomer’s June 2026 award was his only FY26 equity award. Mr. Bloomer will be eligible to receive an FY27 equity award of $3.3 million in November 2026, subject to review and approval by the committee and aligned with the grant schedule for our other NEOs. Mr. Bloomer will be eligible for relocation benefits should he transition his residence to the San Diego area in the future. Other Compensation Policies and Practices Equity Ownership and Retention Guidelines We have rigorous equity share ownership guidelines for our executive officers to improve long-term alignment of stockholder and management interests. Our guidelines require our chief executive officer to achieve stock ownership levels in Resmed common stock of at least six times his annual base salary, while all other named executive officers are required to own at least three times their respective annual salaries. All guidelines must be met within five years after appointment or promotion. In calculating stock ownership, we exclude both the value of restricted stock units or performance stock units subject to unmet performance criteria and stock options. We include executive restricted stock units subject to time-based vesting conditions. Any time these guidelines are not met (whether during the initial five-year period or after they have previously been met), then on vesting of PSUs, executive RSUs or option exercise, the officer must retain shares equal to 50% of the after-tax value of shares acquired on the vesting or exercise until the officer’s guidelines are met. As of our June 30, 2026, fiscal year-end measurement date, each of our named executive officers (other than Mr. Bloomer, who became subject to the guidelines upon his appointment as chief financial officer on May 4, 2026) was in compliance with our ownership guidelines. Change of Control, Termination, and Retirement Arrangements Our named executive officers have limited contractual rights to receive severance payments if employment is terminated, as described below. Change of Control Agreements We have change-of-control agreements with each of our named executive officers and certain other members of our senior management team. The agreements with our named executive officers generally have three-year terms. If a named executive officer experiences a qualifying termination within six months before or one year after a change of control, the agreements provide for double-trigger vesting of outstanding time-based equity awards, including stock options and restricted stock units, and a lump-sum severance payment. The severance payment equals two times, for our chief executive officer, or one and one-half times, for our other named executive officers, the sum of the executive’s applicable base salary and short-term incentive amount. The agreements also provide specified additional benefits following a qualifying termination. Performance stock units are earned and vest as of the date of a change of control based on performance through that date. Mr. Sandercock’s change-of-control agreement will remain in effect during his employment as special advisor to our chairman and chief executive officer and will terminate on December 31, 2026. The agreement will not extend into his consulting term. In August 2024, after review and consultation regarding market practices, the committee eliminated the payment of company contributions to retirement plans, unless required under local law, for a qualifying termination in connection with a change in control. Our agreements do not contain excise tax gross-up benefits, reflecting the committee’s view of best practice, and in response to views expressed by our stockholders. The agreements include instead a “best pay” limitation, which reduces the severance payments and benefits payable to the extent necessary so that no portion of any payments or benefits payable upon a change of control of our company would be subject to the excise tax under Section 280G of the US Internal Revenue Code if the reduction would result in the net after-tax amount payable to the employee being greater than the net amount received without the reduction. The agreements do provide a limited additional lump sum gross-up payment amount to offset any tax obligations attributable to the medical and dental health benefits in the event of a qualifying termination in connection with a change of control. A description of the material terms of our change of control agreements can be found in “Potential payments on termination or change of control.”

  104. *Adjustments to actual performance under the 2026 cash incentive plan are set forth under “Incentive Plan Adjustments.”

    The committee believes that these agreements are needed to attract and retain senior level candidates considering the relatively specialized nature of our offerings and the continued potential for merger and acquisition activity in the medical technology market sector. Also, the committee believes that the agreements assure appropriate motivation by senior management to evaluate potential transactions that may involve us. Equity Award Agreement Terms All currently unvested executive RSUs and stock options held by the named executive officers will only accelerate vesting on a double-trigger basis in connection with a change of control, that is, if the executive officer's employment is terminated under specified circumstances within six months before or one year after a change of control. PSUs held by the named executive officers will vest immediately as of the date of a change of control, with the number of units earned based on performance through the date of the change of control. Additionally, PSUs will vest on a pro-rata basis if the executive officer’s employment is terminated under specified circumstances, with the number of units earned based on performance through the date of the qualifying termination, and prorated based on the executive’s service during the performance period. A description of the material terms of our equity award agreements can be found in “Potential payments on termination or change of control.” Deferred Compensation Plan We maintain the ResMed Inc. Deferred Compensation Plan, under which eligible US employees (including executive officers) selected to participate in the deferred compensation plan may elect to defer a portion of their base salary, short-term incentive, commissions, and other specified compensation. The amounts deferred under the plan represent an unsecured general obligation to make payments to the participant in the future. Amounts deferred under the plan are credited to accounts maintained under the plan for each participant and are credited with earnings, gains, or losses based on investment options chosen by the participant. The committee believes that the deferred compensation plan represents an additional retention tool for executive management, as well as an attractive vehicle in recruiting talent to our executive team. Clawback Policy In 2023, we updated our compensation recovery policy, which provides for the recovery of incentive compensation from our executive officers consistent with NYSE rules. In addition to the requirements of these rules, our updated policy includes stock options and other forms of time-based compensation as incentive compensation that is subject to recovery, or that may be used as a means of satisfying recovery obligations. The policy states that if Resmed is required to prepare a restatement (as defined in our compensation recovery policy), Resmed must recover the portion of any incentive-based compensation that is erroneously awarded, unless the compensation and leadership development committee determines that recovery would be impracticable. Recovery is required regardless of whether the executive officer or other senior management engaged in misconduct or otherwise contributed to the requirement for the restatement and regardless of whether or when restated financial statements are filed by Resmed. Additionally, we will recover compensation earned based on performance goals not related to a financial reporting measure and/or to awards that vest based on continued employment or service. All recovery shall occur in the amount and manner determined by the compensation and leadership development committee. Pledging and Hedging We have a policy prohibiting our officers and directors from hedging or pledging their Resmed stock. See “Governance Policies and Practices - Pledging and Hedging,” above. Compensation and Leadership Development Committee Report The compensation and leadership development committee has reviewed and discussed the compensation discussion and analysis with management, and based on the review and discussions, the compensation and leadership development committee has recommended to our board that the compensation discussion and analysis be included in our 2026 annual report on Form 10-K (where it is incorporated by reference) and in this proxy statement for the 2026 annual meeting of stockholders.

  105. Desney Tan

    | Name and principal position | Year | Salary(a) | Stock awards(c) | Option awards(d) | Non-equity incentive plan compensation(e) | All other compensation(f) | Total | | Michael Farrell | 2026 | $1,272,895 | $9,749,468 | $3,249,907 | $1,738,857 | $190,522 | $16,201,649 | | Chief executive officer | 2025 | $1,214,150 | $8,775,059 | $2,925,007 | $1,646,743 | $113,584 | $14,674,543 | | | 2024 | $1,168,987 | $8,400,057 | $2,800,025 | $1,613,032 | $138,728 | $14,120,829 | | Aaron Bloomer | 2026 | $114,550 | $3,300,066 | $— | $92,731 | $8,960 | $3,516,307 | | Chief financial officer | | | | | | | | | Justin Leong | 2026 | $752,928 | $3,099,837 | $— | $609,510 | $94,846 | $4,557,121 | | Chief product officer | 2025 | $677,032 | $2,600,037 | $— | $552,478 | $81,894 | $3,911,441 | | | 2024 | $586,305 | $2,399,823 | $— | $497,856 | $113,256 | $3,597,240 | | Michael Rider | 2026 | $535,405 | $1,549,527 | $— | $325,066 | $55,015 | $2,465,013 | | Global general counsel and secretary | 2025 | $508,745 | $1,400,005 | $— | $311,363 | $69,009 | $2,289,122 | | | 2024 | $489,575 | $1,300,072 | $— | $311,789 | $52,957 | $2,154,393 | | Brett Sandercock | 2026 | $600,164 | $2,599,517 | $— | $485,845 | $82,477 | $3,768,003 | | Former chief financial officer and special advisor to CEO | 2025 | $498,967 | $2,600,037 | $— | $407,171 | $65,835 | $3,572,010 | | | 2024 | $471,039 | $2,299,905 | $— | $399,979 | $62,642 | $3,233,565 |

  106. Desney Tan

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Adjusted Net Sales ($M)(6) | | | | | | | RMD Total Shareholder Return | Dow Jones US Select Med. Equipment Total Shareholder Return(5) | | | | 2026 | $16,201,649 | $(6,801,309) | $3,576,611 | $961,618 | $79.05 | $82.11 | $1,523 | $5,646 | | 2025 | $14,674,543 | $29,631,927 | $3,356,257 | $5,832,409 | $104.66 | $104.20 | $1,401 | $5,137 | | 2024 | $14,120,829 | $10,329,790 | $3,129,017 | $2,578,989 | $77.65 | $93.12 | $1,021 | $4,720 | | 2023 | $13,868,641 | $16,867,038 | $4,147,542 | $4,909,275 | $88.63 | $93.84 | $898 | $4,163 | | 2022 | $11,659,215 | $4,374,620 | $3,625,326 | $(55,486) | $85.04 | $83.80 | $779 | $3,616 |

  107. Compensation Actually Paid vs. Adjusted Net Sales

    Compensation Actually Paid vs. Adjusted Net Sales

  108. Compensation Actually Paid vs. Adjusted Net Sales

    | n | PEO CAP ($M) | n | Average Non-PEO NEO CAP ($M) | | Adjusted Net Sales ($M) |

  109. Compensation Actually Paid vs. RMD Net Income

    Compensation Actually Paid vs. RMD Net Income

  110. Compensation Actually Paid vs. RMD Net Income

    | n | PEO CAP ($M) | n | Average Non-PEO NEO CAP ($M) | | Net Income($M) |

  111. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    Compensation Actually Paid vs. Resmed & Peer Indices TSR

  112. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | n | PEO CAP ($M) | n | Average Non-PEO NEO CAP ($M) | | RMD TSR | | Dow Jones U.S. Medical Equipment Index TSR | | | | | | | | | Dow Jones U.S. Select Medical Equipment Index TSR |

  113. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    Tabular list of Financial Performance Measures Our compensation and leadership development committee believes in a holistic evaluation of our NEOs, and the Company’s performance measures throughout our annual focal and long-term incentive compensation programs to align executive pay with Company performance. As required by SEC rules, listed in the table below are the performance measures identified by the compensation and leadership development committee as being the most important performance measures used to link the “Compensation Actually Paid” to our NEOs for fiscal 2026 compensation, with each of which described in more detail in the section entitled “CD&A-Performance Metrics and Targets.”

  114. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | Financial Performance Measures | | Adjusted Net Sales | | Adjusted Net Operating Profit | | Total Shareholder Return (absolute TSR) | | Relative Total Shareholder Return (relative TSR) |

  115. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | | | Stock Ownership Information |

  116. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    Common Stock Ownership of Principal Stockholders and Management The following table shows the number and percentage of shares of our common stock that, according to information supplied to us, are beneficially owned as of the record date by: (1) each person who, to our knowledge based on Schedules 13G filed with the SEC and Substantial Stockholder Notices filed with the ASX, is the beneficial owner of more than 5% of our outstanding common stock; (2) each person who is currently a director or a nominee for election as director; (3) each of the named executive officers; and (4) all current directors and executive officers as a group. In this proxy statement, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (that is, the power to dispose of, or to direct the disposition of, a security). All of the following calculations are based on 140,639,243 shares of our common stock outstanding (which excludes treasury shares) on September 22, 2026, the record date. Except to the extent indicated in the footnotes to the following table, the person or entity listed has sole voting and dispositive power with respect to the shares that are deemed beneficially owned by the person or entity, subject to community property laws, where applicable. Unless otherwise indicated, the address for each listed stockholder is c/o ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA.

  117. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | Name of beneficial owner | Amount and Nature of Beneficial Ownership | Percent of Outstanding Common Stock | | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 12,783,715(a) | 9.09% | | Vanguard Capital Management LLC 100 Vanguard Blvd. Malvern, PA 19355 | 11,961,706.20(b) | 8.51% | | AustralianSuper Pty Ltd Level 30, 130 Lonsdale Street Melbourne Victoria 3000 Australia | 8,276,381(c) | 5.88% | | Vanguard Portfolio Management LLC 100 Vanguard Blvd. Malvern, PA 19355 | 7,886,489(d) | 5.61% |

  118. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | Named Executive Officers, Directors and Nominees | Amount and Nature of Beneficial Ownership(e) | Percent of Outstanding Common Stock | | Michael Farrell | 603,905 | * | | Brett Sandercock(f) | 56,988 | * | | Peter Farrell | 56,297 | * | | Justin Leong | 51,654 | * | | Ronald Taylor | 24,771 | * | | Karen Drexler | 21,069 | * | | Carol Burt | 18,816 | * | | Harjit Gill | 10,940 | * | | Michael Rider | 9,583 | * | | Desney Tan | 6,002 | * | | John Hernandez | 5,118 | * | | Jan De Witte | 4,261 | * | | Christopher DelOrefice | 2,423 | * | | Nicole Mowad-Nassar | 2,108 | * | | Aaron Bloomer | — | * | | All directors and executive officers as a group (14 persons) | 816,947 | 0.58% |

  119. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    * Less than 1% (a)͏Based on information provided in Schedule 13G/A filed with the SEC on January 25, 2024, by BlackRock, Inc., that reports sole voting power over 11,465,363 shares and sole dispositive power over 12,783,715 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (b)Based on information provided in Schedule 13G filed with the SEC on April 29, 2026, by Vanguard Capital Management LLC, that reports sole voting power over 2,495,290.20 shares and sole dispositive power over 11,961,706.20 shares. The address of Vanguard Capital Management LLC is 100 Vanguard Blvd., Malvern, PA 19355. (c)Based on information provided in Schedule 13G filed with the SEC on August 7, 2026, by AustralianSuper Pty Ltd, that reports sole voting power and sole dispositive power over 8,276,381 shares. The address of AustralianSuper Pty Ltd is Level 30, 130 Lonsdale Street, Melbourne Victoria 3000, Australia. (d)Based on information provided in Schedule 13G filed with the SEC on April 29, 2026, by Vanguard Portfolio Management LLC, that reports sole voting power over 22,567 shares and sole dispositive power over 7,886,489 shares. The address of Vanguard Portfolio Management LLC is 100 Vanguard Blvd., Malvern, PA 19355. (e)Beneficial ownership is stated as of September 22, 2026, and includes shares subject to currently exercisable options, and RSUs and options that vest within sixty days after September 22, 2026, and shares underlying vested deferred stock units that are deemed beneficially owned under applicable SEC rules. Does not include shares subject to PSUs that may be earned and vest in November 2026 as their number cannot be finally determined until the compensation and leadership development committee certifies the performance of the total stockholder return objectives. Shares subject to those options and RSUs are deemed beneficially owned by the holder to compute that person’s ownership percentage, but are not treated as outstanding to compute any other person’s ownership percentage. Deferred stock units do not carry voting or other stockholder rights until the underlying shares are distributed. Shares have been rounded to the nearest whole number.

  120. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | Named Executive Officers, Directors and Nominees | Stock Options | Restricted Stock Units | | Michael Farrell | 135,141 | 19,133 | | Brett Sandercock(f) | — | 7,107 | | Peter Farrell | 4,494 | 536 | | Justin Leong | 22,294 | 7,605 | | Ronald Taylor | — | 1,073 | | Karen Drexler | 10,467 | 1,073 | | Carol Burt | — | 1,073 | | Harjit Gill | — | 1,073 | | Michael Rider | — | 4,364 | | Desney Tan | — | 1,073 | | John Hernandez | — | 1,073 | | Jan De Witte | — | 1,073 | | Christopher DelOrefice | — | 1,073 | | Nicole Mowad-Nassar | 1,331 | 536 | | Aaron Bloomer | — | — |

  121. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    (f)Mr. Sandercock stepped down from his role as chief financial officer, effective May 4, 2026. Delinquent Section 16(a) Reporting Section 16(a) of the Exchange Act requires our directors, executive officers, and individuals who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. SEC regulations also require executive officers, directors and 10% stockholders to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of the forms we received, or written representations from certain reporting individuals, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders during fiscal year 2026 and the period thereafter through the date of this proxy statement were satisfied, with the following exceptions: (i) a Form 3 initial beneficial ownership report filed September 2, 2025 on behalf of Nicole Mowad-Nassar was filed after the applicable deadline due to the Company’s administrative delay in obtaining EDGAR Next filing codes, (ii) a Form 4 filed November 14, 2025 on behalf of Harjit Gill, reporting a change in beneficial ownership resulting from the netting of shares for taxes on November 11, 2025, was filed after the applicable deadline due to the company’s administrative error and (iii) four Forms 4 filed on October 1, 2026, one on behalf of each of Michael Farrell, Aaron Bloomer, Justin Leong and Michael Rider, each reporting a change in beneficial ownership resulting from the acquisition of performance-based restricted stock units earned on August 14, 2026, when the compensation and leadership development committee certified that the applicable performance condition had been satisfied, were filed after the applicable deadline due to the company’s administrative error. Equity Compensation Plan Information The following table summarizes outstanding incentive award plan balances as of June 30, 2026.

  122. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | Plan category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | | Equity compensation plans approved by security holders | 1,531,710 | $206.02 | 11,941,861(c) | | Employee stock purchase plan approved by security holders | N/A | N/A | 3,520,532(d) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,531,710 | $206.02 | 15,462,393 |

  123. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    (a)Represents shares reserved for options, RSUs and PSUs outstanding under our 2009 Amended and Restated Incentive Award Plan. Includes 345,744 shares reserved for outstanding options, 869,301 shares reserved for outstanding RSUs and 316,665 shares reserved for outstanding PSUs. Shares reserved for PSUs are calculated at target number of shares for all outstanding PSU grants, assuming target achievement of performance related conditions, even if performance were measured as of June 30, 2026, shares would have been earned above the target PSU grant. (b)Represents the weighted-average exercise price of the 345,744 outstanding stock options as of June 30, 2026. (c)Represents shares available for issuance under our 2009 Amended and Restated Incentive Award Plan (2009 Incentive Award Plan). Assumes 1,053,326 shares are not available to issue under the 2009 Incentive Award Plan, representing the amount that would be issued if all outstanding TSR performance-based stock units were earned at the maximum possible level (up to 200% of target). (d)Represents shares available for issuance under our employee stock purchase plan (ESPP). The maximum number of shares subject to purchase under our ESPP offerings outstanding on June 30, 2026 is 137,181.

  124. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    | | | Stockholder Proposals for 2027 Annual Meeting |

  125. Compensation Actually Paid vs. Resmed & Peer Indices TSR

    Proposals included in the Proxy Statement Proposals under Rule 14a-8 If a stockholder wishes to submit a proposal for possible inclusion in the proxy statement for our 2027 annual meeting pursuant to Rule 14a-8 under the Exchange Act, the written proposal must be received by us no later than 120 days before the anniversary of this year’s mailing date. Accordingly, to be timely, we must receive any proposal at our principal executive offices on or before June 3, 2027. The proposal must satisfy all applicable requirements of Rule 14a-8 as well as the applicable provisions of our bylaws to be eligible for inclusion in the proxy statement for our 2027 annual meeting. Proxy Access Our bylaws provide that an eligible stockholder, or group of up to 20 eligible stockholders, who has continuously owned at least three percent (3%) of our outstanding shares for at least three years, may nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the board or two directors, provided that the stockholder(s) and nominee(s) satisfy the requirements of our bylaws. To nominate a director under proxy access at the 2027 annual meeting of stockholders, you must comply with all of the procedures, information requirements, qualifications, and conditions set forth in our bylaws. A fully compliant nomination notice must be received by us no earlier than May 4, 2027, and no later than June 3, 2027 (i.e., no earlier than the 150th day and no later than the 120th day before the anniversary of this year’s mailing date), and the nomination notice must be delivered to our secretary at our principal executive offices. Proposals not included in the Proxy Statement Under our bylaws, to be eligible for consideration at the 2027 annual meeting, any proposal that is a proper subject for consideration which has not been submitted by the deadline for inclusion in the proxy statement (as set forth above) and any nomination for director that is made outside of the proxy access procedures (as described above) must comply with the requirements and procedures set forth in our bylaws. Our bylaws require, among other things, that any such proposals or nomination be in writing and delivered to our secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2027 annual meeting no earlier than July 21, 2027, and no later than August 20, 2027. In the event that the date of our 2027 annual meeting is more than 30 days before or more than 70 days after such anniversary date, to be timely, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the tenth day following the day on which public announcement of the date of such meeting is first made by Resmed. Such stockholder’s notice must set forth the information required under our bylaws. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees in connection with our 2027 annual meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. The notices discussed above must be delivered in writing to our secretary at our principal executive offices at ResMed Inc., 9001 Spectrum Center Boulevard, San Diego, California 92123 USA. A copy of our bylaws is available upon request to our secretary, as well as on the SEC’s website at: www.sec.gov.