DEF 14A of MiniMed Group, Inc., Aug 21, 2026

DEF 14A of MiniMed Group, Inc.

Filed Aug 21, 2026 · FY20260001140361-26-034021

Open on EDGAR

  1. Proposal 1 - Election Of Directors

    Proposal 1 - Election Of Directors

  2. Directors and Nominees

    Directors and Nominees The following table sets forth, as of August 11, 2026, the name, age, and position of each Class I director nominee standing for election at the Annual Meeting:

  3. Directors and Nominees

    | Name | Age | Position | Class | | Kevin E. Lofton (Chair) | 71 | Former Chief Executive Officer, CommonSpirit Health | Class I | | David J. Endicott | 61 | Chief Executive Officer, Alcon, Inc. | Class I | | D. Keith Grossman | 66 | Former Chair and Chief Executive Officer, Nevro Corp. | Class I | | Timothy (Tim) A. Wicks | 61 | Former Chief Executive Officer and President, OptumRX (a division of UnitedHealth Group) | Class I |

  4. Directors and Nominees

    The following table sets forth, as of August 11, 2026, the name, age, and position of each Class II and Class III director of MiniMed:

  5. Directors and Nominees

    | Name | Age | Position | Class | | Linnea Burman | 52 | Senior Vice President and President, Neurovascular, Medtronic plc | Class II | | Scott Cundy | 56 | Senior Vice President and Chief Quality, Development, and Innovation Officer, Medtronic plc | Class II | | Que Dallara | 53 | Chief Executive Officer, MiniMed | Class III | | Glenn Eisenberg | 65 | Former Executive Vice President and Chief Financial Officer, Labcorp Holdings Inc. | Class III | | Robert (Bob) A. Hopkins | 59 | Senior Vice President and Head of Global Strategy, Medtronic plc | Class III | | Laura Mauri | 57 | Senior Vice President, Chief Scientific and Medical Officer, Medtronic plc | Class II | | Matthew (Matt) R. Walter | 48 | Senior Vice President of Human Resources, IT and Global Communications and Corporate Marketing, Medtronic plc | Class II |

  6. Directors and Nominees

    Under our second amended and restated certificate of incorporation, the Board of Directors (the “Board”) is divided into three classes. Only one class of directors is elected in each year, and each class serves a three-year term (except for those directors (i) appointed prior to the Company’s first annual meeting of stockholders or (ii) to fill a vacancy (including with respect to a newly created directorship)). David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks serve as Class I directors whose terms expire at this Annual Meeting. Linnea Burman, Scott Cundy, Laura Mauri, and Matt Walter serve as Class II directors whose terms expire at the 2027 annual meeting of stockholders. Que Dallara, Glenn Eisenberg, and Bob Hopkins serve as Class III directors whose terms expire at the 2028 annual meeting of stockholders. Each director will hold office until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), the Board has considered and nominated the following slate of Class I director nominees, each for a three-year term expiring at the Company’s 2029 annual meeting of stockholders: David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks. Action will be taken at this Annual Meeting for the election of these director nominees. It is intended that the proxies that are properly completed and timely delivered will be voted by the proxy holders in favor of the election of David Endicott, D. Keith Grossman, Kevin Lofton, and Tim Wicks, except where proxies bear contrary instructions. In the event that these director nominees should become unavailable for election due to any presently unforeseen reason, the proxy holders will have the right to use their discretion to vote for a substitute or substitutes.

  7. NOMINEES FOR ELECTION TO

    NOMINEES FOR ELECTION TO

  8. THE BOARD OF DIRECTORS IN 2026

    THE BOARD OF DIRECTORS IN 2026 The following information describes the offices held and other business directorships of each director nominee. Information regarding each nominee’s beneficial ownership of MiniMed’s equity securities is shown under “Share Ownership Information” below. David J. Endicott has served on the Board of MiniMed since June 2026. Since July 2018, Mr. Endicott has served as Chief Executive Officer of Alcon, Inc. (NYSE: ALC; SWX: ALC), an eye care company, and has served as a member of Alcon’s board of directors since 2019. Prior to joining Alcon, Inc., Mr. Endicott held senior leadership roles at various healthcare organizations, including as Chief Executive Officer and Chief Operating Officer of Alcon Laboratories, Inc., President of Hospira Infusion Systems at Hospira, Inc., and various commercial and regional leadership roles at Allergan, Inc. Mr. Endicott holds an M.B.A. from the University of Southern California and a B.A. in Chemistry from Whitman College. Mr. Endicott’s qualifications to serve on MiniMed’s Board include his extensive executive leadership experience in the global medical device industry, his expertise in building and scaling healthcare businesses across international markets, and his public company board experience at Alcon, Inc. D. Keith Grossman has served on the Board of MiniMed since March 2026. Since February 2022, Mr. Grossman has served as Lead Independent Director at Outset Medical, Inc., a medical device company focused on home hemodialysis systems (Nasdaq: OM). From April 2014 to February 2022, Mr. Grossman served as Chairman of the board of directors for Outset Medical, Inc. Mr. Grossman served as Chairman of the board of directors of Nevro Corp., a medical device company specializing in spinal cord stimulation for chronic pain treatment (NYSE: NVRO), from March 2019 through April 2025 when the company was acquired by Globus Medical, Inc., previously serving as Nevro’s Chief Executive Officer from March 2019 to April 2023 and as Executive Chairman from April 2023 to October 2023. Mr. Grossman has also served as Vice Chairman of Alcon Inc. (NYSE: ALC) an eye care products company, since April 2019. Previously, he was Chief Executive Officer and President of Thoratec (Nasdaq: THOR), a medical device company, from September 2014 to December 2015 and from January 1996 to January 2006; Chief Executive Officer and President of Conceptus (Nasdaq: CPTS), a manufacturer and developer of medical devices, from December 2011 to June 2013; and Managing Director of TPG (NASDAQ: TPG), a private equity firm, from September 2007 to December 2011. Mr. Grossman has also served on the board of directors of ViewRay, Inc., Intuitive Surgical, Kyphon, Inc., and Zeltiq Aesthetics, Inc. Mr. Grossman holds a B.S. from The Ohio State University and an M.B.A. from the Pepperdine Graziadio Business School. Mr. Grossman’s qualifications to serve on MiniMed’s Board include nearly 40 years of experience with medical devices and supplies, including as Chief Executive Officer of publicly held medical device and technology companies. Mr. Grossman brings to MiniMed’s Board his executive and board leadership experience, as well as operational and strategic planning expertise in the healthcare industry. Mr. Grossman’s variety of experiences, including in private equity, public and private company boards, and public company executive roles, make him a valuable member of MiniMed’s Board. Kevin E. Lofton has served as Chair of the Board of MiniMed since March 2026. Mr. Lofton has served as a Director of Medtronic since August 2020. In addition, Mr. Lofton is a Life Fellow of the American College of Healthcare Executives. Mr. Lofton served as Chief Executive Officer of CommonSpirit Health, a nonprofit health system, from 2019, following the merger between Catholic Health Initiatives (“CHI”) and Dignity Health, until his retirement in 2020. Prior to the merger, Mr. Lofton served as Chief Executive Officer of CHI for 16 years. Before CHI, Mr. Lofton served in various leadership positions in healthcare organizations, including Chief Executive Officer of UAB Hospital, Chief Executive Officer of Howard University Hospital, and Executive Vice President and Chief Operating Officer of UF Health Jacksonville. Mr. Lofton served on the board of directors of Gilead Sciences, Inc., biopharmaceutical company (Nasdaq: GILD) from July 2009 to May 2024, where he was the Lead Independent Director from 2020 to 2024 and from November 2013 to July 2022, Mr. Lofton served on the board of directors of Rite Aid Corporation, a retail pharmacy chain (NYSE: RAD). He also served as Chair of the board of the American Hospital Association, one of the largest healthcare trade associations in the country. Mr. Lofton holds a B.S. from Boston University and an MHA from Georgia State University. Mr. Lofton’s qualifications to serve on MiniMed’s Board include his nationally recognized status in healthcare administration and over 40 years of executive experience in the healthcare industry as a senior level executive in hospital administration. His long and broad experience leading healthcare provider organizations and his ability to successfully navigate evolving commercial, regulatory, and public policy changes over time provide MiniMed’s Board with valuable perspective and insights. Timothy (Tim) A. Wicks has served on the Board of MiniMed since March 2026. Since April 2024, Mr. Wicks has served on the board of directors of BrightSpring Health Services, Inc., a provider of home and community-based health services (Nasdaq: BTSG). Since May 2026, Mr. Wicks has served on the board of directors of GMR Solutions, Inc., an emergency medical services provider (NYSE: GMRS). From June 2022 to April 2023, Mr. Wicks served on the board of directors of Pear Therapeutics, Inc., a digital therapeutics company developing prescription software-based treatments (Nasdaq: Pear). Mr. Wicks has served on the board of directors of MOBE, LLC, a health guidance company, since April 2023. Mr. Wicks has acted as an Advisor to the healthcare practice of KKR & Co. Inc, a private equity and investment firm, since June 2024. From 2002 until his retirement in 2021, Mr. Wicks served in various executive leadership roles at UnitedHealthcare, Optum, and OptumRX, divisions of UnitedHealth Group, Incorporated, a healthcare and health insurance company (NYSE: UNH), including executive oversight for Optum Financial Services, Executive Vice President of Supply Chain, Chief Executive Officer and President of OptumRx, and Chief Financial Officer of Optum. Mr. Wicks also served as Chief Financial Officer and then President and Chief Operating Officer of Yellow Corporation and President of Great Northern Capital. Mr. Wicks has also served on the boards of directors of Precision Castparts Corp. and Aerojet Rocketdyne. Mr. Wicks holds a B.A. from the University of Chicago and an MBA from Harvard University’s Graduate School of Business. Mr. Wicks’ qualifications to serve on MiniMed’s Board include his financial, executive, and business relations experience in the healthcare industry. Mr. Wicks’ experience leading significant growth initiatives and strategic acquisitions at Optum, in addition to his board, audit committee, and compensation committee experience, make him a valuable addition to MiniMed’s Board. Directors are elected by a plurality of the votes cast for the election of each director at the Annual Meeting. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE ‘FOR’ THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

  9. Continuing Members of the Board of Directors

    Continuing Members of the Board of Directors In addition to the directors nominated for election at the Annual Meeting, the directors listed below currently serve on our Board.

  10. Class II Directors, with a term expiring at the 2027 Annual Meeting of Stockholders

    Class II Directors, with a term expiring at the 2027 Annual Meeting of Stockholders Linnea Burman has served on the Board of MiniMed since June 2026. Since April 2024, Ms. Burman has served as Senior Vice President & President, Neurovascular at Medtronic plc. From May 2020 to May 2024, Ms. Burman served as Vice President & General Manager, Enabling Technologies: Cranial & Spinal Technologies at Medtronic. Prior to these roles, Ms. Burman held various leadership positions at Medtronic over a tenure spanning more than 19 years, including Vice President & General Manager, Pelvic Health & Gastric Therapies, Neurosciences Vice President of Strategic Planning & Communications, and Director of Marketing, US Pain Stimulation & Targeted Drug Delivery, as well as earlier marketing and market development roles. Ms. Burman holds a B.A. in Communication Studies, with an emphasis in Public Relations from Virginia Tech. Ms. Burman’s qualifications to serve on MiniMed’s Board include her deep operational and commercial leadership experience across multiple segments of the medical technology industry, her expertise in building and scaling medical device businesses across global markets, and her extensive tenure in senior management at Medtronic plc. Laura Mauri has served on the Board of MiniMed since March 2026. Since April 2022, Dr. Mauri has served as Senior Vice President, Chief Scientific and Medical Officer at Medtronic and is a member of the Medtronic Executive Committee. From September 2020 until April 2022, Dr. Mauri served as Senior Vice President, Chief Clinical and Regulatory Officer at Medtronic. From September 2018 until September 2020, Dr. Mauri served as Vice President of Global Clinical Research and Analytics at Medtronic. Dr. Mauri also serves on the board of directors of the Medical Device Innovation Consortium, a nonprofit public-private partnership supporting medical device development and regulatory science and the Compensation Committee of Mozarc Medical, a joint venture of DaVita Inc. and Medtronic. Dr. Mauri has also held advisory roles with the U.S. FDA, the NIH, the CMS, and the National Academy of Medicine. Prior to joining Medtronic in 2018, Dr. Mauri spent 15 years as an interventional cardiologist at Brigham and Women’s Hospital and served as Professor of Medicine at Harvard Medical School. Dr. Mauri holds an A.B. from Harvard College, an M.Sc. from Harvard School of Public Health, and an M.D. from Harvard Medical School. Dr. Mauri’s qualifications to serve on MiniMed’s Board include her distinguished career as an interventional cardiologist and internationally recognized clinical investigator, in addition to eight years of experience leading Medtronic’s scientific, medical, clinical research, and regulatory affairs functions. Dr. Mauri’s record of academic and executive leadership, in addition to her medical and scientific expertise, make her a valuable member of MiniMed’s Board. Scott Cundy has served on the Board of MiniMed since July 2026. Since November 2025, Mr. Cundy has served as Senior Vice President and Chief Quality, Development, & Innovation Officer at Medtronic. Since January 9, 2023, Mr. Cundy has served as a member of the Medtronic Executive Committee. Since May 2025, Mr. Cundy has served as Senior Vice President and Chief Quality and Development Officer at Medtronic. From January 2023 until May 2025, Mr. Cundy served as Senior Vice President and Chief Quality officer at Medtronic. Prior to joining Medtronic in 2023, Mr. Cundy served as VP Quality, Regulatory, & Clinical Affairs Diagnostics and Life Sciences Platforms at Danaher Corporation (NYSE: DHR) from October 2020 to January 2023, as VP RA/QA Diagnostics & Life Sciences Platforms at Danaher Corporation from November 2018 to October 2020, as VP RA/QA Life Sciences Platform at Danaher Corporation from June 2014 until November 2018, and VP RA/QA - Beckman Coulter ImmunoAssay at Danaher Corporation from June 2010 to June 2014. Mr. Cundy holds a B.S. in Industrial Engineering from Georgia Tech and an MBA from the University of Minnesota’s Carlson School of Management. Mr. Cundy’s qualifications to serve on MiniMed’s Board include deep expertise in product development, quality, engineering, and regulatory affairs, and experience as a proven change agent known for fostering collaboration, driving accountability, and navigating complex challenges with integrity. Matthew (Matt) R. Walter has served on the Board of MiniMed since March 2026. Since July 2023, Mr. Walter has served as Senior Vice President, Human Resources, IT, and Global Communications & Corp Marketing of Medtronic. Mr. Walter also serves as a member of the Medtronic Executive Committee. From March 2021 to July 2023, Mr. Walter served as Vice President Human Resources of Global Operations and Supply Chain at Medtronic. From December 2018 to February 2022, Mr. Walter served as Vice President Human Resources of the Diabetes Operating Unit at Medtronic. From 2014 to 2018, Mr. Walter served in various leadership roles at Medtronic. Prior to joining Medtronic in 2014, Mr. Walter served as Senior Director of Talent Management at Best Buy Co., Inc. (NYSE: BBY). Prior to that, he held a number of leadership roles at Bank of America (NYSE: BAC). Mr. Walter earned a B.A. in Psychology from Saint Francis University and a Ph.D. in Industrial and Organizational Psychology from Colorado State University. Mr. Walter’s qualifications to serve on MiniMed’s Board include his experience in talent and human capital management, including over ten years serving in leadership capacities at Medtronic. Mr. Walter provides MiniMed’s Board with valuable insight into MiniMed’s talent, culture, and organization strategies.

  11. Class III Directors, with a term expiring at the 2028 Annual Meeting of Stockholders

    Class III Directors, with a term expiring at the 2028 Annual Meeting of Stockholders Que Dallara has served as Chief Executive Officer and on the Board of MiniMed since March 2026. From May 2022 to March 2026, Ms. Dallara served as Executive Vice President and Operating Unit President of the Diabetes Operating Unit of Medtronic. From October 2018 to April 2022, Ms. Dallara served as President and Chief Executive Officer of Honeywell Connected Enterprise, the software business of Honeywell International, Inc., a diversified industrial conglomerate. From January 2017 to October 2019, Ms. Dallara served as Senior Vice President and Chief Commercial Officer of Honeywell. Before joining Honeywell in 2017, Ms. Dallara worked at TE Connectivity, Microsoft, itv|world, Telstra Corporation, and McKinsey & Company. Ms. Dallara has served on the board of directors of Lattice Semiconductor Corporation (Nasdaq: LSCC) since November 2023. Ms. Dallara holds a BSc. in Applied Mathematics (Honours Class 1) and BCom from the University of New South Wales and an MBA from INSEAD in France. Ms. Dallara’s qualifications to serve on MiniMed’s Board include her deep understanding of the diabetes industry, extensive operational and strategic leadership experience, and strong track record of success leading the Diabetes Operating Unit at Medtronic. Glenn Eisenberg has served on the Board of MiniMed since March 2026. Mr. Eisenberg served as Executive Vice President and Chief Financial Officer of Labcorp Holdings Inc. (NYSE: LH) (“Labcorp”), a global life sciences company, from June 2014 to December 2024, when he announced his retirement and has served as a Special Advisor to Labcorp since December 2024. Mr. Eisenberg has served as a Senior Advisor at Rhône Group, a private equity firm, since April 2025. Prior to joining Labcorp, Mr. Eisenberg served in various leadership positions, including Executive Vice President, Finance and Administration & Chief Financial Officer of The Timken Company, a manufacturer of engineered bearings, motion control products, and steel (NYSE: TKR), and President and Chief Operating Officer of the United Dominion Industries (NYSE: UDI), a diversified industrial manufacturer. Mr. Eisenberg has served on the boards of directors of Solventum Corporation, a healthcare technology company (NYSE: SOLV), since April 2024, Lumexa Imaging Holdings, Inc., an outpatient medical imaging company (Nasdaq: LMRI) since March 2025 and The Middleby Corporation, a commercial foodservice equipment manufacturer (Nasdaq: MIDD) since March 2026. Mr. Eisenberg previously served on the boards of directors of Family Dollar Stores, Inc. (NYSE: FDO) from 2002 to 2015, Perspecta Inc., a U.S. government IT services provider (NYSE: PRSP) from May 2019 to May 2021, US Ecology, Inc., an environmental services provider (Nasdaq: ECOL) from 2018 to May 2022, and Alpha Natural Resources, Inc. (NYSE: ANR) from March 2005 to July 2009. Mr. Eisenberg holds a B.A. from Tulane University and an MBA from Georgia State University. Mr. Eisenberg’s qualifications to serve on MiniMed’s Board include his long history as a public company executive which provides MiniMed’s Board with significant operational and financial expertise. Mr. Eisenberg also brings to MiniMed’s Board strong audit committee expertise and valuable experience in portfolio optimization. Robert (Bob) Hopkins has served on the Board of MiniMed since March 2026. Since November 2021, Mr. Hopkins has served as Senior Vice President and Head of Global Strategy of Medtronic and Executive Committee member for Medtronic. From July 2008 to November 2021, Mr. Hopkins served as Managing Director and Senior Equity Research Analyst at BofA Securities, Inc. (f/k/a Bank of America Merrill Lynch) (NYSE: BAC), a bank holding company and a financial holding company, where he covered the medical technology industry. He also has held various leadership positions at Lehman Brothers Holdings Inc. and Donaldson, Lufkin & Jenrette. Mr. Hopkins holds a B.A. from Trinity College-Hartford and an MBA from Columbia Business School. Mr. Hopkins’ qualifications to serve on MiniMed’s Board include his nearly 30-year career in finance and equity research, his specific expertise in the medical technology industry, as well as his strategic leadership experience at Medtronic, which make him a valuable member of MiniMed’s Board.

  12. Compensation and Talent Committee

    | • | review and recommend to MiniMed’s Board director compensation, as well as director’s and officer’s indemnification and insurance matters; |

  13. Director Compensation

    Director Compensation Effective March 6, 2026, MiniMed’s Board adopted a compensation program for MiniMed’s non-employee Directors (Directors who are not serving as employees of MiniMed, Medtronic (as long as Medtronic beneficially owns a majority of the voting power of the MiniMed Common Stock), or their respective subsidiaries or affiliates), consisting of an:

  14. Director Compensation

    | • | annual cash retainer for each MiniMed non-employee director of $70,000; |

  15. Director Compensation

    | • | annual grant of restricted stock units for each MiniMed non-employee director with a grant date target value of $250,000; |

  16. Director Compensation

    | • | additional annual cash retainer for the members of the MiniMed Audit, Compensation and Talent, and Nominating and Corporate Governance Committees of $12,500, $10,000, and $7,500, respectively; |

  17. Director Compensation

    | • | additional annual cash retainer for the chairs of the MiniMed Audit, Compensation and Talent, and Nominating and Corporate Governance Committees of $25,000, $20,000, and $15,000, respectively which is inclusive of the committee member retainer; and |

  18. Director Compensation

    | • | additional annual cash retainer for the non-executive chair of MiniMed’s Board of $70,000. |

  19. Director Compensation

    Cash retainers are paid in arrears in quarterly installments. Restricted stock units are expected to generally be granted on the date of MiniMed’s annual stockholder meetings and vest in full (100%) on the first anniversary of the grant date, subject to continued service on MiniMed’s Board through such date. Additionally, on March 9, 2026, upon completion of MiniMed’s initial public offering, MiniMed’s Board granted restricted stock unit awards under the MiniMed Long-Term Incentive Plan (the “MiniMed LTIP”) to each of Glenn Eisenberg, D. Keith Grossman, Kevin Lofton, and Tim Wicks, as the non-employee Directors of MiniMed’s Board, as an additional one-time award in recognition of each of their contributions prior to MiniMed’s initial public offering (the “IPO Non-Employee Director Grants”). The number of restricted stock units granted to each Non-Employee Director was determined by dividing the applicable grant date target value of $250,000 (or, in the case of Kevin Lofton as Chair of MiniMed’s Board, $500,000) by the closing price of a share of MiniMed Common Stock on March 9, 2026. The IPO Non-Employee Director Grants will vest in full (100%) on the first anniversary of the completion of MiniMed’s initial public offering, generally subject to the continued service of the non-employee Director through the vesting date.

  20. Fiscal Year 2026 Non-Employee Director Compensation Table

    Fiscal Year 2026 Non-Employee Director Compensation Table The following table outlines the compensation paid to MiniMed’s non-employee directors for fiscal year 2026. No compensation for service as directors on MiniMed’s Board was provided to MiniMed’s CEO Ms. Dallara or to MiniMed’s directors who are employees of Medtronic. In connection with the Separation, effective as of March 6, 2026, Brian Sandstrom resigned as the sole Director and the size of MiniMed’s Board was increased from one to nine members. Kevin E. Lofton was appointed as Chair of MiniMed’s Board, and Que Dallara, Glenn Eisenberg, D. Keith Grossman, Robert (Bob) A. Hopkins, Laura Mauri, Brett A. Wall, Matthew (Matt) R. Walter, and Timothy (Tim) A. Wicks were appointed as members of MiniMed’s Board.

  21. Fiscal Year 2026 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Kevin E. Lofton | 22,418 | 500,004 | 522,422 | | Glenn Eisenberg | 12,908 | 250,002 | 262,910 | | D. Keith Grossman | 12,228 | 250,002 | 262,230 | | Robert (Bob) A. Hopkins(3) | — | — | — | | Laura Mauri(3) | — | — | — | | Brett A. Wall(3) | — | — | — | | Matthew (Matt) R. Walter(3) | — | — | — | | Timothy (Tim) A. Wicks | 13,927 | 250,002 | 263,929 | | Brian Sandstrom(3) | — | — | — |

  22. Fiscal Year 2026 Non-Employee Director Compensation Table

    | (1) Directors serving less than a full year receive prorated cash retainers based on the number of months served on MiniMed’s Board and any committees, if applicable. For fiscal year 2026, each non-employee director received approximately 54% of their applicable cash retainers for the fourth quarter of fiscal year 2026. |

  23. Fiscal Year 2026 Non-Employee Director Compensation Table

    | (2) This column represents the grant date fair values of the IPO Non-Employee Director Grants, which were calculated in accordance with FASB ASC Topic 718. Information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 9, “Stock-based Compensation,” to the consolidated financial statements in MiniMed’s Annual Report on Form 10-K for fiscal year 2026. |

  24. Fiscal Year 2026 Non-Employee Director Compensation Table

    | (3) As employees of Medtronic, Mr. Hopkins, Ms. Mauri, Mr. Wall, Mr. Walter and Mr. Sandstrom did not receive any compensation for their service as directors. |

  25. Fiscal Year 2026 Non-Employee Director Compensation Table

    Restricted Stock Unit Holdings as of Fiscal Year End Non-employee Directors held the following outstanding restricted stock units and deferred stock units as of April 24, 2026:

  26. Fiscal Year 2026 Non-Employee Director Compensation Table

    | Name | Stock Awards(1) | | Glenn Eisenberg | 13,889 | | D. Keith Grossman | 13,889 | | Kevin E. Lofton | 27,778 | | Timothy (Tim) A. Wicks | 13,889 |

  27. Fiscal Year 2026 Non-Employee Director Compensation Table

    | (1) Represents the number of MiniMed RSUs unvested as of April 24, 2026. The RSUs were granted to each non-employee director on March 9, 2026 and vest in full on the first anniversary of the completion of MiniMed’s initial public offering, generally subject to the continued service of the non-employee director through the vesting date. |

  28. Fiscal Year 2026 Compensation Program

    Fiscal Year 2026 Compensation Program Prior to the Separation, MiniMed was operated as part of Medtronic and did not have its own Compensation and Talent Committee. Following the Separation, the MiniMed Compensation and Talent Committee was formed and approves the compensation of MiniMed’s Named Executive Officers. Prior to and in preparation for the Separation, Medtronic appointed executives who became MiniMed’s executive team following the Separation. MiniMed’s NEOs were hired by Medtronic, which executed letters of intent establishing their initial compensation arrangements at MiniMed. Such letters of intent, other than in the case of Mr. Spooner, became effective upon MiniMed’s initial public offering. In the case of Ms. Dallara, her post-Separation compensation package was approved by Medtronic’s Nominating and Governance Committee. In the case of Mr. Spooner, the Medtronic’s Compensation and Talent Committee approved an offer letter, effective upon commencement of his employment, that established his compensation package. These arrangements reflected one-time adjustments to base salary, annual incentive opportunity, and long-term incentive opportunity in connection with each legacy Medtronic executive’s promotion. This adjustment is designed to recognize expanded leadership responsibilities and to align each NEO’s compensation with market standards for comparable roles. In approving these arrangements, Medtronic considered factors such as the executive’s role and responsibilities, target total direct compensation, and, where applicable, compensation levels for similarly situated executives at peer companies. The compensation program design for MiniMed following the Separation was guided by four core principles for executive and broader employee compensation: preserving employee value through the transition, maintaining market-competitive pay, reinforcing a pay-for-performance culture, and fostering meaningful ownership. Following the Separation, MiniMed’s Named Executive Officers have not received additional compensation from Medtronic and do not participate in Medtronic compensation programs, other than with respect to legacy Medtronic vested options and certain Medtronic performance share unit (“Medtronic PSUs”) awards that vested on April 24, 2026 and remain denominated in Medtronic Ordinary Shares. This discussion describes MiniMed’s fiscal year 2026 compensation program. Information regarding executive compensation design changes approved for fiscal year 2027, MiniMed’s first full compensation cycle as a standalone publicly traded company, will be included in MiniMed’s proxy statement for its 2027 annual meeting. The table below outlines the actions taken by the Medtronic Compensation and Talent Committee or Medtronic’s senior management prior to the Separation as well as the MiniMed Compensation and Talent Committee with respect to fiscal year 2026 annual pay elements:

  29. Fiscal Year 2026 Compensation Program

    | | Medtronic Compensation and Talent Committee/Senior Management Decisions Pre-Separation | MiniMed Compensation and Talent Committee Decisions Post-Separation | | Base Salary | Approved base salary amounts effective as of the Separation. | Confirmed base salary amounts effective as of the Separation; no post-Separation increases to NEO salaries for fiscal year 2026. | | Fiscal Year 2026 Medtronic Incentive Plan (“Medtronic MIP”) Payments | Approved plan achievement level of the Medtronic MIP. | Certified Medtronic MIP payments. Approved individual NEO payments. | | Unvested Medtronic Equity Awards | Approved treatment of unvested Medtronic equity awards – generally converted to awards denominated in MiniMed stock. See “—Conversion of Medtronic Equity Awards to MiniMed Equity Awards.” | Ratified conversion of unvested Medtronic equity awards into MiniMed stock awards. | | Long Term Incentives (LTI) | Approved plan achievement for the fiscal years 2024-2026 Medtronic PSU awards Approved target LTI amounts for post-Separation. | Confirmed post-Separation target LTI amounts and approved the LTI Award Structure. | | | Established IPO Grant (as defined below) pool including performance metrics and award structure. | Approved IPO Grants. |

  30. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | the MiniMed Group, Inc. 2026 Long Term Incentive Plan (the “MiniMed LTIP”). |

  31. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | The MiniMed Compensation and Talent Committee approved the grant of one-time equity awards under the MiniMed LTIP (collectively, the “IPO Grants”) to certain employees of MiniMed, including each of the NEOs, in recognition of each recipient’s contributions prior to MiniMed’s initial public offering and to incentivize performance following MiniMed’s initial public offering. The material terms of such awards are as follows: |

  32. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | The IPO Grants include nonqualified stock options (“NQSOs”), which were granted at an exercise price per share equal to the closing price of MiniMed Common Stock on March 9, 2026 (the “IPO Grant Options”). Each NQSO expires ten years from the Grant Date and vests as to one-third of the award on each of the second, third, and fourth anniversaries of the grant date, generally subject to the named executive officer’s continued service through the applicable vesting date. |

  33. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | The IPO Grants also included performance-based restricted stock unit awards (the “IPO Grant PSUs”). Such performance-based restricted stock units are eligible to vest in full (100%) on the first anniversary of the grant date, generally subject to the Named Executive Officer’s continued service through the vesting date and subject to |

  34. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    MiniMed’s achievement of a target closing price of at least $32.05 per share of MiniMed Common Stock on the Divestment Date, representing a significant premium to the $20.00 per share initial public offering price. If such stock price is not achieved on the Divestment Date and prior to the vesting date, then no performance-based restricted stock units will vest.

  35. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | MiniMed’s NEOs received compensation under the fiscal year 2026 Medtronic MIP and pursuant to the vesting of Medtronic’s fiscal year 2024-2026 Performance Share Units: |

  36. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | Fiscal year 2026 Medtronic MIP objectives were set at the beginning of fiscal year 2026 and performance against those objectives determined the payout pool for Medtronic. Operating Units (“OUs”), including Medtronic’s Diabetes Operating Unit, now MiniMed, were evaluated against financial and/or quality metrics that were set at the beginning of the fiscal year. Additional calibration to assess MiniMed’s relative impact to the success of Medtronic impacted final Medtronic MIP performance outcomes for MiniMed. Medtronic performance and MiniMed performance, along with the calibration process, determined Medtronic MIP payouts for the MiniMed NEOs. |

  37. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | (2) The Medtronic Diabetes Operating Unit score was 95%. MiniMed funded the Medtronic MIP at 94%, after one percentage point was reserved for individual differentiation among top performers. |

  38. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | Fiscal year 2024–2026 Medtronic PSUs vested on the original schedule based on actual performance and remained denominated in Medtronic Ordinary Shares. The final award paid out at 101.5% of target against performance objectives established by Medtronic. |

  39. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | Medtronic equity awards held by MiniMed’s NEOs generally converted into MiniMed equity awards: |

  40. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | Pursuant to the Employee Matters Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc. and Medtronic Group Holding, Inc. (the “Employee Matters Agreement”), outstanding Medtronic RSU Awards, certain Medtronic PSU Awards, and Medtronic Dividend Equivalent Units (each as defined in the Employee Matters Agreement) held by employees of MiniMed and its subsidiaries were converted into restricted stock units relating to MiniMed Common Stock, in each case in accordance with the conversion ratio set forth in the Employee Matters Agreement (the “Medtronic Equity Award Conversion”). |

  41. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | The conversion ratio was 1:5.1399, calculated as the quotient of (a) the average closing trading price of Medtronic Ordinary Shares in the last three consecutive regular trading days ending immediately preceding the Separation Date, divided by (b) the average closing trading price of MiniMed Common Stock for the first three consecutive regular trading days starting with and including the first regular trading day on which the Separation occurred (the “Conversion Ratio”). As a result, the impacted Medtronic equity awards held by the NEOs were converted into MiniMed equity awards. Such converted awards continue to vest in accordance with and otherwise are subject to similar terms as applied to such awards prior to the Medtronic Equity Award Conversion but instead relate to shares of MiniMed Common Stock. See “—Conversion of Medtronic Equity Awards to MiniMed Equity Awards.” |

  42. Timeline of Fiscal Year 2026 Compensation and IPO Related Compensation Decisions

    | • | On March 9, 2026, the MiniMed Compensation and Talent Committee, in its capacity as Administrator of the MiniMed LTIP, approved the conversion of such Medtronic equity awards into MiniMed equity awards as described above (other than awards that remain denominated in Medtronic Ordinary Shares). |

  43. Executive Compensation Philosophy and Compensation Program

    | • | Market-Competitive: MiniMed and Medtronic benchmark and assess their programs annually to help ensure that each element of target total direct compensation is within a market competitive range. Peer data is one input into compensation decisions and is not applied formulaically. |

  44. Executive Compensation Philosophy and Compensation Program

    | • | Shareholder Value Alignment: MiniMed’s and Medtronic’s incentive programs are designed to incentivize shareholder value creation by using annual and long-term performance measures designed to drive shareholder value. |

  45. Executive Compensation Philosophy and Compensation Program

    | • | Focus on Quality: To optimize the influences of quality, it is a component of the team scorecard that directly impacts payouts under the Medtronic MIP. |

  46. Independent Compensation Consultants

    Independent Compensation Consultants Prior to the completion of the Separation, Medtronic engaged Aon’s Human Capital Solutions practice, a division of Aon plc (“Aon”), on MiniMed’s behalf, to assist with making certain decisions concerning MiniMed’s executive compensation program. Following the Separation, the MiniMed Compensation and Talent Committee retained its own independent compensation consultant, Semler Brossy, to advise on compensation planning decisions (the “MiniMed Independent Consultant”). The MiniMed Compensation and Talent Committee has assessed the independence of Semler Brossy pursuant to the Nasdaq listing standards and SEC rules and is not aware of any conflict of interest raised by Semler Brossy’s work that would prevent Semler Brossy from providing independent advice to the MiniMed Compensation and Talent Committee.

  47. Governance

    | | | Summary of Key Compensation Practices | | What MiniMed and Medtronic Do | ✔ | Pay and shareholder performance alignment | | | ✔ | Responsible use of shares under MiniMed’s long-term incentive program | | | ✔ | Multiple performance metrics under short- and long-term performance-based plans discourage short-term risk-taking at the expense of long-term results | | | ✔ | Targets for performance metrics aligned to financial goals | | | ✔ | Payout caps of 200% on both short-term and long-term incentive compensation plans to mitigate unnecessary risk-taking | | | ✔ | Limited perquisites | | | ✔ | Double-trigger change of control vesting of compensation and benefits, including equity | | | ✔ | Clawback policy | | | ✔ | Meaningful stock ownership guidelines | | | ✔ | Engagement of an independent compensation consultant | | What MiniMed and Medtronic Don’t Do | ✗ | No defined benefit supplemental executive retirement plans or special healthcare coverage for NEOs | | | ✗ | No “single-trigger” vesting of equity awards in event of a change of control | | | ✗ | No dividends or dividend equivalents on unearned equity compensation | | | ✗ | No excessive severance benefits | | | ✗ | No hedging or pledging permitted by executives | | | ✗ | No “golden parachute” excise tax gross ups | | | ✗ | No repricing of stock option awards without shareholder approval | | | ✗ | No multi-year compensation guarantees |

  48. Use of Market Competitive Compensation Data

    Use of Market Competitive Compensation Data Prior to the completion of the Separation, Medtronic engaged Aon on MiniMed’s behalf to assist with making certain decisions for MiniMed’s executive compensation program.

  49. MiniMed Peer Group for Fiscal Year 2026

    MiniMed Peer Group for Fiscal Year 2026 The following group of nine public companies were selected as the MiniMed peer group for fiscal year 2026:

  50. MiniMed Peer Group for Fiscal Year 2026

    | 9-Company MiniMed Compensation Comparison Group | | | DexCom | Masimo | | Exact Sciences | ResMed | | Hologic | Tandem Diabetes Care | | Insulet | Teleflex | | Intuitive Surgical | |

  51. MiniMed Peer Group for Fiscal Year 2026

    The peer group above was used to establish NEO compensation at Separation and was selected from publicly traded companies of similar size operating in the healthcare, industrials and information technology industries, with final selection focused on direct competitors.

  52. MiniMed Peer Group for Fiscal Year 2027

    MiniMed Peer Group for Fiscal Year 2027 After the Separation, the MiniMed Compensation and Talent Committee completed a comprehensive peer group assessment based on product focus, business fit, market capitalization, enterprise value, and employee population, which will inform fiscal year 2027 compensation decisions. Based upon the advice of the MiniMed Independent Consultant, the following nineteen companies have been identified as MiniMed’s peers:

  53. MiniMed Peer Group for Fiscal Year 2027

    | 19-Company MiniMed Compensation Comparison Group | | | Align Technology | Inspire Medical | | Bio-Techne | Insulet | | Bausch + Lomb | LivaNova | | DexCom | Masimo | | Dolby Laboratories, Inc. | ResMed | | Envista Holdings | Solventum | | Exact Sciences | Tandem Diabetes Care | | Globus Medical | Teleflex | | Hologic | The Cooper Companies | | ICU Medical | |

  54. Fiscal Year 2026 Target Total Direct Compensation Summary

    | Name | Salary ($) | Target Annual Cash Incentive ($) | Target Long- Term Equity Incentive ($) | Target Total Direct Compensation ($) | | Que Dallara | $980,000 | $1,176,000 | $8,000,000 | $10,156,000 | | Chad Spooner | $675,000 | $573,750 | $2,500,000 | $3,748,750 | | Ali Dianaty | $640,000 | $544,000 | $1,920,000 | $3,104,000 | | Courtney Nelson Wills | $525,000 | $367,500 | $1,050,000 | $1,942,500 | | Gillian Chandrasena | $475,000 | $332,500 | $712,500 | $1,520,000 |

  55. Fiscal Year 2026 Annual Medtronic Incentive Plan

    Fiscal Year 2026 Annual Medtronic Incentive Plan The Medtronic Compensation and Talent Committee set individual target awards under the Medtronic MIP applicable to the Diabetes Operating Unit, now MiniMed, for Ms. Dallara, expressed as a percentage of base salary, based on several factors such as desired competitiveness, performance, expertise, experience, and internal equity. For other NEOs, Medtronic MIP targets were set as a percentage of base salary based on their respective job levels within Medtronic’s organizational structure. The following table highlights the target MIP percentage for MiniMed’s NEOs in fiscal year 2026 prior to and following the Separation:

  56. Fiscal Year 2026 Annual Medtronic Incentive Plan

    | Name | Fiscal Year 2026 MIP Target (Pre- Separation) | Fiscal Year 2026 MIP Target (Post- Separation) | | Que Dallara | 100% | 120% | | Chad Spooner | 85% | 85% | | Ali Dianaty | 70% | 85% | | Courtney Nelson Wills | 60% | 70% | | Gillian Chandrasena | 60% | 70% |

  57. Fiscal Year 2026 Annual Medtronic Incentive Plan Payout Results

    Fiscal Year 2026 Annual Medtronic Incentive Plan Payout Results For fiscal year 2026 Medtronic MIP, the Medtronic Compensation and Talent Committee used the Medtronic board-approved annual operating plan to develop challenging but fair financial performance expectations and nonfinancial objectives key to Medtronic’s sustained long-term success. The first component of fiscal year 2026 Medtronic MIP was Medtronic’s financial performance. Medtronic objectives are set at the beginning of each fiscal year and performance against those objectives determines the payout pool for Medtronic. Medtronic’s OUs, including the Medtronic Diabetes Operating Unit, now MiniMed, are evaluated against financial and/or quality metrics, measuring how well they perform against these targets set at the beginning of the fiscal year. Additional calibration is performed to assess each OU’s relative impact to the success of Medtronic, which has an impact on the final MIP performance outcomes. Medtronic Performance and OU Performance, along with the calibration process, determine Plan Performance. The Medtronic MIP for the Diabetes Operating Unit is the only short-term incentive plan applicable to the MiniMed NEOs for fiscal year 2026. In fiscal year 2026, MiniMed achieved a 95% performance score, with Market Share and Quality metrics above target, Revenue Growth and Free Cash Flow slightly below target, and Operating Margin below threshold.

  58. Fiscal Year 2026 Annual Medtronic Incentive Plan Payout Results

    | Metric(1) | Weight | Results | Performance vs. Target | | Revenue Growth Over Prior Year (Organic) | 20% | | Slightly below target | | Operating Margin | 20% | | Below threshold | | Free Cash Flow (Non-GAAP) ($ in millions) | 20% | | Slightly below target | | Quality | 20% | | Slightly above target | | Market Share | 20% | | Above target | | Total | 100% | | | | Payout | | 95% | |

  59. Fiscal Year 2026 Annual Medtronic Incentive Plan Payout Results

    | (1) Organic revenue and Free Cash Flow are considered non-GAAP financial measures under applicable SEC rules and regulations. |

  60. Fiscal Year 2026 Annual Medtronic Incentive Plan Payout Results

    The final bonus pool was funded at 94%, after one percentage point was reserved for individual differentiation among top performers.

  61. Total Fiscal Year 2026 Medtronic MIP Payout Results

    Total Fiscal Year 2026 Medtronic MIP Payout Results Based on the financial, team, and individual performance results, the total fiscal year 2026 Medtronic MIP payout for each NEO was as follows:

  62. Total Fiscal Year 2026 Medtronic MIP Payout Results

    | Name(1) | MiniMed Financial PerformanceX | Individual Performance Scorecard | = | Fiscal Year 2026 Total Performance | Fiscal Year 2026 MIP Target | Fiscal Year 2026 MIP Award | | Que Dallara(2) | 94% | 120% | | 112.8% | $854,333 | $965,000 | | Chad Spooner(3) | 94% | 110% | | 103.4% | $454,219 | $470,000 | | Ali Dianaty(2) | 94% | 140% | | 131.6% | $426,050 | $560,000 | | Courtney Nelson Wills(2) | 94% | 124% | | 116.6% | $283,400 | $330,000 | | Gillian Chandrasena(2) | 94% | 120% | | 112.8% | $277,917 | $315,000 |

  63. Total Fiscal Year 2026 Medtronic MIP Payout Results

    | (1) All NEOs participated in Medtronic’s MiniMed Diabetes Operating Unit MIP in fiscal year 2026. |

  64. Total Fiscal Year 2026 Medtronic MIP Payout Results

    | (2) The fiscal year 2026 pro-rated eligibility blends compensation and MIP targets for time in role at Medtronic prior to the Separation and with MiniMed after the Separation, adjusted to 94% plan achievement. |

  65. Total Fiscal Year 2026 Medtronic MIP Payout Results

    | (3) Mr. Spooner’s payment was pro-rated to reflect his time in role (date of hire July 14, 2025); there were no additional compensation adjustments. |

  66. Fiscal Year 2026 Equity Compensation Decisions

    Fiscal Year 2026 Equity Compensation Decisions The following table highlights the fiscal year 2026 target long-term incentive value for each NEO:

  67. Fiscal Year 2026 Equity Compensation Decisions

    | Name | Fiscal Year 2026 LTIP Target(1) | | Que Dallara | $4,500,000 | | Chad Spooner | $2,500,000 | | Ali Dianaty | $1,000,000 | | Courtney Nelson Wills | $405,000 | | Gillian Chandrasena | $405,000 |

  68. Fiscal Year 2026 Equity Compensation Decisions

    | (1) Does not include IPO Grants, which are one-time awards that will not be considered when setting future grant-date target compensation values for NEOs. |

  69. Fiscal Year 2026 Equity Compensation Decisions

    MiniMed’s long-term incentive program (“LTIP”) includes performance share units (“PSUs”), stock options, and time-based restricted stock units for fiscal year 2026. For MiniMed’s Chief Executive Officer, the fiscal year 2026 LTIP award was comprised of 50% PSUs, 30% options, and 20% RSUs. For all other NEOs, the fiscal year 2026 LTIP award was comprised of 50% PSUs and 50% options and/or RSUs, at the election of the NEO.

  70. Conversion of Medtronic Equity Awards to MiniMed Equity Awards

    Conversion of Medtronic Equity Awards to MiniMed Equity Awards

  71. Performance Share Units

    Performance Share Units Medtronic’s PSU plan is a three-year incentive plan that is based on long-term measures of Medtronic performance. In connection with the Separation, unvested Medtronic PSU awards were generally treated as follows and remain on their current vesting schedule:

  72. Performance Share Units

    | • | Fiscal Year 2024-2026 PSUs: Vested on the original timeline based on actual performance of 101.5% of target and remain denominated in Medtronic Ordinary Shares. |

  73. Performance Share Units

    | • | Fiscal Year 2025-2027 PSUs: Converted into MiniMed RSUs based on the Conversion Ratio and the year-to-date projected performance as of the time of MiniMed’s initial public offering. |

  74. Performance Share Units

    | • | Fiscal Year 2026-2028 PSUs: Converted into MiniMed RSUs based on the Conversion Ratio at the target level of performance. |

  75. Stock Options

    Stock Options Stock option awards granted by Medtronic are performance-based and directly aligned to Medtronic stock price appreciation. Medtronic stock options have a ten-year term and vest over four years in equal increments of 25% per year beginning one year after the date of grant. In connection with the Separation, outstanding Medtronic options held by the NEOs, including stock options granted to the NEOs in fiscal year 2026, remained denominated in Medtronic Ordinary Shares. Unvested Medtronic options held by the NEOs vested as of the Separation, and the exercise period was shortened to the earlier of the original expiration date and five years after the Separation Date.

  76. Time-Based Restricted Stock Units

    Time-Based Restricted Stock Units RSUs are intended to assist in retaining high performing executives and aligning executives’ compensation with shareholders through long-term stock ownership. The annual RSU grants cliff vest (100%) on the third anniversary of the grant date. In connection with the Separation, the RSUs granted to the NEOs in fiscal year 2026 were converted to MiniMed RSUs based on the Conversion Ratio. The existing vesting schedules remained unchanged.

  77. Fiscal Year 2024-2026 PSU Payout Results

    Fiscal Year 2024-2026 PSU Payout Results In June 2026, the Medtronic Compensation and Talent Committee certified the results for the PSU performance period that began in fiscal year 2024 and was completed at the end of fiscal year 2026. The results were assessed relative to the following pay and performance ranges:

  78. Fiscal Year 2024-2026 PSU Payout Results

    | Metric | Weight | | | | | | | | Performance Range | | | | | Revenue Growth | 50.00% | 2.0% | 2.6% | 3.2% | 3.8% | 4.4% | 5.0% | 5.4% | 5.8% | 6.2% | 6.6% | 7.0% | | Relative TSR | 50.00% | 25P | 30P | 35P | 40P | 45P | 50P | 55P | 60P | 65P | 70P | 75P+ | | Payout (as a % of Target) | | 50% | 60% | 70% | 80% | 90% | 100% | 120% | 140% | 160% | 180% | 200% | | ROIC Modifier | | | <10% | | ≥10% | | | | | | | | | Payout Range | | 30% Reduction | | No Reduction | | | | | | | | |

  79. Fiscal Year 2024-2026 PSU Payout Results

    Payments of awards for this PSU performance period were issued in shares of Medtronic Ordinary Shares that did not convert into MiniMed Common Stock pursuant to the Employee Matters Agreement. The following table shows the results for fiscal year 2024-2026 PSUs and the resulting total payout percentage for NEOs that received PSUs with a performance period that began in fiscal year 2024:

  80. Fiscal Year 2024-2026 PSU Payout Results

    | Element | Revenue Growth(1) | Relative TSR(2) | | Actual Result | 5.3% | 44P | | PSU Target | 5.0% | 50P | | Payout Level | 115.0% | 88.0% | | Objective Weight | 50.0% | 50.0% | | Weighted Payout Percent | 57.5% | 44.0% | | PAYOUT PERCENT | | 101.5% | | Return on Invested Capital (“ROIC”) Modifier(3) | | No Modification | | TOTAL PAYOUT PERCENT | | 101.5% |

  81. Fiscal Year 2024-2026 PSU Payout Results

    | (1) Organic Revenue Growth is the three-year simple average, measured at constant currency, which excludes the impact of significant acquisitions, divestitures, and other significant discrete items. |

  82. Fiscal Year 2024-2026 PSU Payout Results

    | (2) Total Shareholder Return (“TSR”) is the ending share price of a share of a Medtronic Ordinary Share, plus the value of reinvested dividends, divided by the beginning share price, with both beginning and ending share prices measured over a 30-day average. Relative TSR is measured against Medtronic’s 24 company comparison group for purpose of determining compensation for the fiscal year 2024. |

  83. Fiscal Year 2024-2026 PSU Payout Results

    | (3) ROIC is defined as net cash earnings plus interest expense net of tax, divided by invested capital for each year, averaged over the three-year period. “Net cash earnings” is defined as non-GAAP earnings (adjusted to exclude the impact of non-recurring items) after the removal of the after-tax impact of amortization. “Invested capital” is defined as total equity plus interest-bearing liabilities less cash and cash equivalents for each year. |

  84. Fiscal Year 2024–2026 Performance Share Unit Payments

    Fiscal Year 2024–2026 Performance Share Unit Payments

  85. Fiscal Year 2024–2026 Performance Share Unit Payments

    | Name | Fiscal Year 2024-2026 Actual Performance | Fiscal Year 2024-2026 Target Shares | Fiscal Year 2024-2026 Shares Paid | | Que Dallara | 101.5% | 27,839 | 28,490 | | Ali Dianaty | 101.5% | 7,114 | 7,281 | | Courtney Nelson Wills | 101.5% | 2,506 | 2,565 |

  86. MiniMed IPO Grants at Separation

    | • | The IPO Grant PSUs provided for a target grant date value of $1,500,000 for Ms. Dallara, $500,000 for Mr. Spooner, $250,000 for Mr. Dianaty, and $125,000 for each of Ms. Nelson Wills and Ms. Chandrasena. The IPO Grant PSUs vest in full (100%) on the first anniversary of the grant date, generally subject to the NEO’s continued service through the vesting date and subject to MiniMed’s achievement of a target closing price of at least $32.05 per share of MiniMed Common Stock on the Divestment Date. If such stock price is not achieved prior to the vesting date, then no PSUs will vest. Ms. Dallara, Mr. Spooner, Mr. Dianaty, Ms. Nelson Wills, and Ms. Chandrasena received 83,334, 27,778, 13,889, 6,945, and 6,945 IPO Grant PSUs, respectively. |

  87. Fiscal 2027 Compensation

    Fiscal 2027 Compensation For fiscal 2027, long-term incentive awards were granted 50% in PSUs and 50% in RSUs (the “fiscal 2027 annual PSUs” and the “fiscal 2027 annual RSUs,” respectively), in order to align our compensation with our performance and shareholder value. The fiscal 2027 annual PSUs may be earned after a three-year performance period, based on the achievement of organic revenue growth targets, with a modifier based on our relative total shareholder return (“TSR”) compared to the S&P Composite 1500 Health Care Equipment & Supplies index during the performance period. The fiscal 2027 annual RSUs are time-based awards granted on July 1, 2026, that will vest in equal one-third increments over a three-year period. Fiscal 2027 compensation also consists of annual base salary and our short-term cash incentive (“STI”), which may be earned after a one-year performance period based on our achievement of organic revenue growth (50% weighting), adjusted EBITDA growth (30% weighting) and other strategic objective targets (20% weighting) established for our named executive officers.

  88. Termination / Change of Control / Death or Disability Benefits

    Termination / Change of Control / Death or Disability Benefits Prior to the Separation, MiniMed’s NEOs would have received certain benefits upon their termination by Medtronic without “cause” or for select recent hires, upon their resignation for “good reason,” including such terminations following a change of control (“COC”) of Medtronic. Medtronic’s COC policy requires a “double trigger” and applies only if a participant is involuntarily terminated without cause or the participant terminates employment for good reason within three years after a COC event. Following the Separation, on March 23, 2026, the MiniMed Compensation and Talent Committee approved the MiniMed Severance Pay Plan for Executives (the “Severance Plan”) and applicable severance benefit practices and levels that would be applicable to MiniMed’s Named Executive Officers and the MiniMed Group, Inc. Change of Control Severance Plan (the “COC Severance Plan”). Each of the Named Executive Officers is a participant in the COC Severance Plan and is eligible to participate in the Severance Plan. These benefits are an important component of MiniMed’s compensation packages designed to attract and retain top caliber talent in senior leadership roles and define terms and conditions of separation events.

  89. MiniMed Severance Pay Plan for Executives

    MiniMed Severance Pay Plan for Executives Certain executives of MiniMed at the Vice President level and above, including each named executive officer, are eligible to participate in the Severance Plan following an involuntary termination of employment, except in certain cases related to corporate transactions where the employee is offered employment with the acquiror. Payment of any such benefits is subject to the participant’s execution and non-revocation of a release of claims, and satisfaction of applicable conditions. Severance benefits under the Severance Plan are provided in the administrator’s discretion and may include payments equal to a specified multiple of base salary and medical and dental coverage COBRA premiums as well as the provision of outplacement services. In connection with the adoption of the Severance Plan, the MiniMed Compensation and Talent Committee approved certain severance practices and levels that would be applicable to MiniMed’s Named Executive Officers under the Severance Plan upon an eligible termination of employment. Upon such a termination, subject to the execution and non-revocation of a release of claims and satisfaction of applicable conditions under the Severance Plan, each named executive officer would be entitled to receive: (i) a lump-sum cash severance payment equal to two times the sum of the named executive officer’s annual base salary and target annual bonus and (ii) a lump-sum cash payment equivalent to the cost of 24 months of continued medical and dental coverage under COBRA premiums.

  90. MiniMed Group, Inc. Change of Control Severance Plan

    MiniMed Group, Inc. Change of Control Severance Plan The COC Severance Plan provides that, for a three-year period following the date of a change of control (as defined in the COC Severance Plan) or the date of termination of employment, if such termination is initiated by MiniMed prior to a change of control and it is reasonably demonstrated by the named executive officer that such termination was either at the request of a third party who has taken steps reasonably calculated to effect the change of control or otherwise arose in connection with or anticipation of the change of control (such date, the “Effective Date”), each named executive officer is entitled to continued employment and compensation on terms generally no less favorable than those in effect during the 90-day period immediately preceding the change of control. If, during such three-year period (the “Employment Period”), the named executive officer is terminated without cause or resigns for good reason (each as defined in the COC Severance Plan), subject to an effective release of claims, the named executive officer is entitled to receive: (i) a pro-rated annual bonus for the year of termination, based on the higher of (x) the named executive officer’s average annual bonus earned over the immediately preceding three fiscal years (excluding any bonus paid by Medtronic plc or under a Medtronic plc incentive plan) or (y) the named executive officer’s annual bonus paid or payable for the most recently completed fiscal year (the higher of (x) and (y), the “Highest Annual Bonus”) and such payment pursuant to this clause (i), the “Pro-Rata Bonus”, (ii) a lump-sum cash payment equal to three times the sum of the named executive officer’s annual base salary and Highest Annual Bonus, (iii) benefits under MiniMed’s tax qualified retirement plan and any excess or supplemental retirement plan in which the named executive officer participates as of the Effective Date, calculated assuming that the named executive officer’s employment had continued for, and the named executive officer’s age had increase by, three additional years, up to the maximum age or number of years of service credit, as applicable, under such plan and (iv) continued health care and life insurance benefits for three years at the same after-tax cost to the named executive officer as in effect prior to the date of termination. Pursuant to the COC Severance Plan, if the severance payments and benefits under the plan would trigger an excise tax for the named executive officer under Section 4999 of the Code, such named executive officer’s severance payments and benefits will be either reduced to a level at which the excise tax is not triggered or paid in full (which would then be subject to the excise tax), whichever results in the better net after-tax position for such named executive officer. In the event that the named executive officer is terminated during the Employment Period on account of death or disability, the named executive officer will be entitled to the Pro-Rata Bonus as defined above. In addition, the COC Severance Plan provides that, upon any termination of employment, the Named Executive Officer will be paid their base salary through the date of termination and, if not previously paid, any accrued vacation and any other amounts or benefits the named executive officer is entitled to receive under any other plan, program, practice, policy, contract, arrangement or other agreement of MiniMed or its affiliates. Pursuant to the terms of the COC Severance Plan, MiniMed will pay the named executive officer’s legal fees and expenses reasonably incurred as a result of any contest by MiniMed, the named executive officer or others of the validity or enforceability of, or liability under, any provision of the COC Severance Plan or guarantee of performance thereof, plus interest, through the named executive officer’s remaining lifetime or, if longer, the 20th anniversary of the Effective Date; provided that, if the claim is brought by the named executive officer and the named executive officer does not prevail on at least one material term, the named executive officer will repay to MiniMed any such amounts already paid by MiniMed. For more information, see “2026 Potential Payments Upon Termination or Change in Control.”

  91. Non-qualified Deferred Compensation Plan

    Non-qualified Deferred Compensation Plan Medtronic provides all employees at the vice president level or above, including its executives, and other highly compensated employees with a market-competitive nonqualified deferred compensation plan through the Medtronic Capital Accumulation Plan Deferral Program (the “Medtronic CAP”). Medtronic’s plan allows these employees to make voluntary deferrals from their base pay and incentive payments, which are then credited with gains or losses based on the performance of selected investment alternatives. These alternatives are the same as those offered in Medtronic’s tax-qualified 401(k) plan for all employees. There are no Medtronic contributions to the plan or Medtronic subsidized returns or Medtronic guaranteed returns. In connection with the Separation, MiniMed has implemented the Capital Accumulation Plan (the “MiniMed CAP”). The MiniMed CAP is an unfunded non-qualified deferred compensation plan, maintained primarily for the benefit of a select group of MiniMed’s management and highly compensated employees, which allows eligible participants to make voluntary deferrals of base salary and incentive compensation. The MiniMed CAP does not provide for MiniMed contributions or subsidized or guaranteed returns; deferred amounts are credited with gains or losses based on deemed investment in participant-selected notional investment alternatives. Under the MiniMed CAP, eligible U.S.-based executives may elect to defer up to 50% of their base salary (subject to a minimum deferral threshold) and up to 80% of their annual incentive payments per plan year. Deferred amounts are credited daily with gains or losses based on the performance of notional investment alternatives selected by the participant from among those designated by the plan administrator from time to time. Distributions are made in cash pursuant to participant elections at the time of the applicable deferral, subject to the requirements of Section 409A of the Code, including applicable restrictions on acceleration and re-deferral. The MiniMed CAP was established in connection with the Separation, and certain liabilities with respect to MiniMed employees who previously participated in the Medtronic CAP were transferred to and assumed by the MiniMed CAP as of the effective date thereof pursuant to the Employee Matters Agreement.

  92. Sale and Transfer of Awards

    Sale and Transfer of Awards All stock option, restricted stock, RSUs and PSUs are granted under plans that specifically prohibit the sale, assignment, and transfer of awards with limited exceptions such as the death of the award recipient. However, the MiniMed Compensation and Talent Committee may allow an award holder to assign or transfer an award.

  93. Equity Compensation Forfeiture

    Equity Compensation Forfeiture MiniMed may require the return or forfeiture of cash and shares received or receivable in certain circumstances in which an employee has a termination of employment from MiniMed or any affiliate. MiniMed may exercise its ability to require forfeiture of awards, including time-based awards, if the employee receives or is entitled to receive delivery of shares or proceeds under an equity award program within six months prior to or 12 months following the date of termination of employment if the current or former employee engages in any of the following activities: (a) performing services for or on behalf of any competitor of, or competing with, MiniMed or any affiliate; (b) unauthorized disclosure of material proprietary information of MiniMed or any affiliate; (c) a violation of applicable business ethics policies or business policies of MiniMed or any affiliate; or (d) any other occurrence that is consistent with the intent noted in items (a)-(c), as determined by the MiniMed Compensation and Talent Committee.

  94. 2026 Summary Compensation Table

    2026 Summary Compensation Table The following table summarizes all compensation awarded to, earned by, or paid to MiniMed’s NEOs during fiscal years 2025 and 2026. Such compensation was paid or granted by Medtronic prior to the Separation and by MiniMed after the Separation. Please refer to the section entitled “Compensation Discussion and Analysis” of this proxy statement for a description of the compensation components for MiniMed’s NEOs. A narrative description of the material factors necessary to understand the information is provided below the Summary Compensation Table. Chad Spooner was not employed by Medtronic or MiniMed during fiscal year 2025. Accordingly, his individual compensation information is not included for that year.

  95. 2026 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Que Dallara | 2026 | $810,769 | $965,000 | $3,347,506 | $3,218,844 | — | $88,109 | $8,430,228 | | Chief Executive Officer | 2025 | $758,269 | — | $4,734,375 | $1,800,137 | $782,595 | $382,787 | $8,458,163 | | Chad Spooner(5) | 2026 | $519,231 | $970,000 | $4,885,460 | $647,908 | — | $43,994 | $7,066,593 | | Executive Vice President, Chief Financial Officer | | | | | | | | | | Ali Dianaty | 2026 | $591,440 | $907,385 | $1,313,020 | $959,352 | — | $66,140 | $3,837,337 | | Executive Vice President, Chief Product & Technology Officer | 2025 | $574,943 | $51,796 | $1,394,147 | $25,002 | $340,481 | $66,008 | $2,452,377 | | Courtney Nelson Wills(6) | 2026 | $462,673 | $330,000 | $321,596 | $593,456 | — | $57,513 | $1,765,238 | | Senior Vice President, General Counsel | 2025 | $442,254 | — | $441,201 | $25,002 | $245,461 | $54,560 | $1,208,478 | | Gillian Chandrasena | 2026 | $449,731 | $835,000 | $796,349 | $492,182 | — | $32,560 | $2,605,822 | | Senior Vice President, Chief Human Resources Officer | 2025 | $80,096 | — | $1,717,984 | — | $34,381 | $4,904 | $1,837,365 |

  96. 2026 Summary Compensation Table

    | (1) See “—Bonus” below for more details. |

  97. 2026 Summary Compensation Table

    | (2) This column represents the grant date fair values of PSU awards and RSU awards granted in each applicable year, all of which were calculated in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. See “—2026 Equity Awards” below for more details. |

  98. 2026 Summary Compensation Table

    | (3) Information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 12, “Stock Purchase and Award Plans” to the financial statements included in Medtronic’s Annual Report on Form 10-K for fiscal year 2026 and Note 9, “Stock-based Compensation,” to MiniMed’s consolidated financial statements. |

  99. 2026 Summary Compensation Table

    | (4) See “—All Other Compensation” below for more details. |

  100. 2026 Summary Compensation Table

    | (5) Mr. Spooner commenced employment on July 14, 2025. Therefore, amounts reflected for his salary and Bonus are prorated to reflect his time employed during fiscal year 2026. |

  101. 2026 Summary Compensation Table

    | (6) On July 30, 2026, Ms. Nelson Wills notified the Company of her decision to resign from her position, effective September 25, 2026. See our Current Report on Form 8-K, filed on August 5, 2026, for more information. |

  102. 2026 Grants of Plan-Based Awards Table

    2026 Grants of Plan-Based Awards Table The following table summarizes all plan-based award grants to each of the NEOs during fiscal year 2026, as described in greater detail in the CD&A. Equity awards that were granted under the 2021 Medtronic plc Long Term Incentive Plan converted to awards of MiniMed stock pursuant to the Employee Matters Agreement, provided, that in accordance with the Employee Matters Agreement, certain awards, including Medtronic options, remained denominated in Medtronic Ordinary Shares and became fully vested as of the Separation. The amounts reflected in the table for equity awards granted by Medtronic prior to the Separation represent the number of shares underlying the applicable award and, where applicable, the exercise price of the applicable award, in each case, after giving effect to the conversion of Medtronic equity into MiniMed equity, if applicable, in connection with the Separation. Threshold amounts assume attainment of plan performance thresholds. You should refer to the CD&A section entitled “Fiscal Year 2026 Compensation Decisions” to understand how plan-based awards are determined. A narrative description of the material factors necessary to understand the information in the table is provided below.

  103. 2026 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Incentive) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options(4) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Name | Award Type(1) | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Que Dallara | IPO OPTION GRANT | 3/9/2026 | 3/9/2026 | | | | | | | | 252,526 | 18.00 | 1,868,692 | | | IPO PSU GRANT | 3/9/2026 | 3/9/2026 | | | | — | 83,334 | — | | | | 15,000 | | | MDT OPTION GRANT | 7/28/2025 | 7/28/2025 | | | | | | | | 69,005 | 91.97 | $1,350,152 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 127,609 | | | 2,282,925 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 51,044 | | | 913,177 | | | INCREMENTAL VALUE | 3/11/2026 | 3/9/2026 | | | | | | | | | | 136,404 (6) | | Chad Spooner | IPO OPTION GRANT | 3/9/2026 | 3/9/2026 | | | | | | | | 84,176 | 18.00 | 622,902 | | | IPO PSU GRANT | 3/9/2026 | 3/9/2026 | | | | — | 27,778 | — | | | | 5,000 | | | MDT OPTION GRANT | 7/28/2025 | 7/28/2025 | | | | | | | | 1,278 | 91.97 | $25,005 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 70,896 | | | 1,268,329 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 127,609 | | | 2,282,925 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 70,896 | | | 1,268,329 | | | INCREMENTAL VALUE | 3/11/2026 | 3/9/2026 | | | | | | | | | | 60,876 (6) | | Ali Dianaty | IPO OPTION GRANT | 3/9/2026 | 3/9/2026 | | | | | | | | 126,263 | 18.00 | 934,346 | | | IPO PSU GRANT | 3/9/2026 | 3/9/2026 | | | | — | 13,889 | — | | | | 2,500 | | | MDT OPTION GRANT | 7/28/2025 | 7/28/2025 | | | | | | | | 1,278 | 91.97 | $25,005 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 35,448 | | | 634,165 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 35,448 | | | 634,165 | | | INCREMENTAL VALUE | 3/11/2026 | 3/9/2026 | | | | | | | | | | 42,190 (6) | | Courtney Nelson Wills | IPO OPTION GRANT | 3/9/2026 | 3/9/2026 | | | | | | | | 63,132 | 18.00 | 467,177 | | | IPO PSU GRANT | 3/9/2026 | 3/9/2026 | | | | — | 6,945 | — | | | | 1,250 | | | MDT OPTION GRANT | 7/28/2025 | 7/28/2025 | | | | | | | | 1,278 | 91.97 | $25,005 | | | MDT OPTION GRANT | 7/28/2025 | 7/28/2025 | | | | | | | | 5,176 | 91.97 | $101,274 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 11,486 | | | 205,485 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 5,743 | | | 102,742 | | | INCREMENTAL VALUE | 3/11/2026 | 3/9/2026 | | | | | | | | | | 12,119 (6) | | Gillian Chandrasena | IPO OPTION GRANT | 3/9/2026 | 3/9/2026 | | | | | | | | 63,132 | 18.00 | 467,177 | | | IPO PSU GRANT | 3/9/2026 | 3/9/2026 | | | | — | 6,945 | — | | | | 1,250 | | | MDT OPTION GRANT | 7/28/2025 | 7/28/2025 | | | | | | | | 1,278 | 91.97 | $25,005 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 19,852 | | | 355,152 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 11,486 | | | 205,485 | | | CONVERTED UNITS | 7/28/2025 | 7/28/2025 | | | | | | | 11,486 | | | 205,485 | | | INCREMENTAL VALUE | 3/11/2026 | 3/9/2026 | | | | | | | | | | 28,977 (6) |

  104. 2026 Grants of Plan-Based Awards Table

    | (1) Award Type |

  105. 2026 Grants of Plan-Based Awards Table

    IPO OPTION GRANT = One-time grant of NQSOs in connection with Separation on March 9, 2026 (the “Grant Date”). The IPO Option Grant vests 33% on each of March 9, 2028 and March 9, 2029, and 34% on March 9, 2030, subject to the NEO’s continued service through the applicable vesting date. IPO PSU GRANT = One-time grant of performance-based restricted stock units in connection with the Separation on March 9, 2026. The IPO PSU Grant vests in full (100%) on the first anniversary of the Grant Date, subject to MiniMed Common Stock achieving a closing price per share of at least $32.05 as of the Divestment Date and the NEO’s continued service through the applicable vesting date. MDT OPTION GRANT = Reflects annual grant of options by Medtronic that accelerated in full (100%) in connection with the Separation and remains denominated in Medtronic ordinary shares. Employees have the lesser of 5 years or the remainder of the term to exercise their outstanding Medtronic options. CONVERTED UNITS = Reflects MiniMed time-vesting restricted stock units delivered upon the conversion of Medtronic restricted stock units and certain performance share units that converted in connection with the Separation, pursuant to the terms of the Employee Matters Agreement. See the “2026 Outstanding Equity Awards at Fiscal Year-End” table below for the vesting schedule of such Converted Units. INCREMENTAL VALUE = Reflects the incremental fair value of the MiniMed time-vesting restricted stock units that were delivered upon the conversion of all outstanding Medtronic restricted stock units and certain performance share units that converted in connection with the Separation, pursuant to the terms of the Employee Matters Agreement.

  106. 2026 Grants of Plan-Based Awards Table

    | (2) Estimated Future Payouts under Equity Incentive Plan Awards |

  107. 2026 Grants of Plan-Based Awards Table

    The amounts reported in this column represent grants of performance stock units with the following vesting schedules: IPO PSU Award vest in full (100%) on the first anniversary of the Grant Date, subject to MiniMed Common Stock achieving a closing price per share of at least $32.05 as of the Divestment Date and the NEO’s continued service through the applicable vesting date. There are no threshold or maximum levels for these awards. For more information on MiniMed’s equity award grants, see “—Compensation Discussion and Analysis—Fiscal Year 2026 Compensation Decisions— MiniMed IPO Grants at Separation.”

  108. 2026 Grants of Plan-Based Awards Table

    | (3) All Other Stock Awards |

  109. 2026 Grants of Plan-Based Awards Table

    The amounts reported in this column represent grants of time-vesting restricted stock units with the following vesting schedules: the Converted Units vest as indicated in the footnotes to the “2026 Outstanding Equity Awards at Fiscal Year-End” table.

  110. 2026 Grants of Plan-Based Awards Table

    | (4) All Other Option Awards/Exercise or Base Price of Option Awards |

  111. 2026 Grants of Plan-Based Awards Table

    The exercise or base price of the stock option grant represents the closing market price of Medtronic Ordinary Shares or MiniMed Common Stock on the date of grant, as applicable. Medtronic option awards vested upon the Separation. MiniMed option awards vest one-third of the award on each of the second, third, and fourth anniversaries of the grant date.

  112. 2026 Grants of Plan-Based Awards Table

    | (5) Grant Date Fair Value of Stock and Option Awards |

  113. 2026 Grants of Plan-Based Awards Table

    The grant date fair value of Stock and Option Awards is determined in accordance with FASB ASC Topic 718, Compensation–Stock Compensation. For RSUs and PSUs, the value is generally estimated based on the fair market value of the underlying stock on the date of grant. For the IPO PSU Awards, MiniMed used a Monte Carlo methodology to estimate the fair value at the date of grant. For Medtronic option grants, the fair value is estimated on the date of grant using the Black-Scholes option valuation model.

  114. 2026 Grants of Plan-Based Awards Table

    | (6) Incremental Value |

  115. 2026 Grants of Plan-Based Awards Table

    Medtronic outstanding RSUs and certain Medtronic PSUs were converted into MiniMed RSUs using the Conversion Ratio. Additionally, as part of the conversion, the Medtronic PSUs for the fiscal year 2026-2028 period were deemed satisfied at the target level, and the Medtronic PSUs for the fiscal year 2025-2027 period were deemed satisfied at the forecasted achievement level as of the Separation Date. All other vesting terms and conditions were not affected by the conversion. This change in the awards was considered to be a modification of the awards that caused incremental compensation expense determined by comparing the fair value of the outstanding awards immediately before and after the modification. Amounts reported as INCREMENTAL VALUE represent the incremental increase in fair value related to the conversion of Medtronic RSU and PSU awards into MiniMed RSU awards on March 11, 2026. The incremental expense in the “Grant Date Fair Value of Stock and Option Awards” column includes the following awards:

  116. 2026 Grants of Plan-Based Awards Table

    | • | Ms. Dallara: 7/29/2024 grant date(s) with an incremental expense of $61,634 and $17,682; 7/28/2025 grant date(s) with an incremental expense of $28,831 and $11,529; 7/31/2023 grant date with an incremental expense of $12,087; and 5/2/2022 grant date with an incremental expense of $4,641. |

  117. 2026 Grants of Plan-Based Awards Table

    | • | Mr. Spooner: 7/28/2025 grant date(s) with an incremental expense of $16,023, $28,831 and $16,023. |

  118. 2026 Grants of Plan-Based Awards Table

    | • | Mr. Dianaty: 12/6/2023 grant date with an incremental expense of $2,485; 7/31/2023 grant date with an incremental expense of $3,094; 7/29/2024 grant date(s) with an incremental expense of $2,409, $10,281 and $7,357; 10/28/2024 grant date with an incremental expense of $541; and 7/28/2025 grant date(s) with an incremental expense of $8,011 and $8,011. |

  119. 2026 Grants of Plan-Based Awards Table

    | • | Ms. Nelson Wills: 7/31/2023 grant date with an incremental expense of $1,085; 7/29/2024 grant date(s) with an incremental expense of $3,949, $216, and $2,979; and 7/28/2025 grant date(s) with an incremental expense of $2,593 and $1,297. |

  120. 2026 Grants of Plan-Based Awards Table

    | • | Ms. Chandrasena: 3/3/2025 grant date(s) with an incremental expense of $6,250 and $13,065; and 7/28/2025 grant date(s) with an incremental expense of $4,476, $2,593 and $2,593. |

  121. 2026 Grants of Plan-Based Awards Table

    Information regarding the assumptions used to calculate these amounts is incorporated by reference to Note 12, “Stock Purchase and Award Plans,” to the financial statements included in Medtronic’s Annual Report on Form 10-K for fiscal year 2026 and Note 9, “Stock-based Compensation,” to MiniMed’s consolidated financial statements.

  122. 2026 Outstanding Equity Awards at Fiscal Year-End

    2026 Outstanding Equity Awards at Fiscal Year-End The table below reflects all outstanding equity awards made to each of MiniMed’s NEOs that were outstanding at the end of fiscal year 2026. The market or payout value of unearned shares, units or other rights that have not vested is based on $13.20, which was the closing price of MiniMed Common Stock on Nasdaq on April 24, 2026 and for performance share unit awards presumes that the target performance goals are met. Options granted to the MiniMed NEOs that remained denominated in Medtronic Ordinary Shares following the Separation are presented in the accompanying footnotes.

  123. 2026 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | | Name | Option | Grant Date | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | | | | Exercisable | Unexercisable | | | | | | | | | Que Dallara(2) | 3/9/2026 | (3) | — | 252,526 | 18.00 | 3/9/2036 | | | | | | | | | | | | | | 3/9/2026(4) | | | 83,334 | 1,100,009 | | | | | | | | | 5/2/2022(5) | 11,443 | 151,048 | | | | | | | | | | | 7/31/2023(6) | 57,239 | 755,555 | | | | | | | | | | | 7/29/2024(7) | 80,842 | 1,067,114 | | | | | | | | | | | 7/29/2024(8) | 281,937 | 3,721,568 | | | | | | | | | | | 7/28/2025(9) | 51,044 | 673,781 | | | | | | | | | | | 7/28/2025(10) | 127,609 | 1,684,439 | | | | Chad Spooner(11) | 3/9/2026 | (3) | — | 84,176 | 18.00 | 3/9/2036 | | | | | | | | | | | | | | 3/9/2026(4) | | | 27,778 | 366,670 | | | | | | | | | 7/28/2025(12) | 70,896 | 935,827 | | | | | | | | | | | 7/28/2025(13) | 70,896 | 935,827 | | | | | | | | | | | 7/28/2025(14) | 127,609 | 1,684,439 | | | | Ali Dianaty(15) | 3/9/2026 | (3) | — | 126,263 | 18.00 | 3/9/2036 | | | | | | | | | | | | | | 3/9/2026(4) | | | 13,889 | 183,335 | | | | | | | | | 7/31/2023(16) | 14,628 | 193,090 | | | | | | | | | | | 12/6/2023(17) | 11,563 | 152,632 | | | | | | | | | | | 7/29/2024(18) | 11,054 | 145,913 | | | | | | | | | | | 7/29/2024(19) | 33,684 | 444,629 | | | | | | | | | | | 7/29/2024(20) | 46,989 | 620,255 | | | | | | | | | | | 10/28/2024(21) | 2,444 | 32,261 | | | | | | | | | | | 7/28/2025(22) | 35,448 | 467,914 | | | | | | | | | | | 7/28/2025(23) | 35,448 | 467,914 | | | | Courtney Nelson Wills(24) | 3/9/2026 | (3) | — | 63,132 | 18.00 | 3/9/2036 | | | | | | | | | | | | | | 3/9/2026(4) | | | 6,945 | 91,674 | | | | | | | | | 7/31/2023(25) | 5,151 | 67,993 | | | | | | | | | | | 7/29/2024(26) | 955 | 12,606 | | | | | | | | | | | 7/29/2024(27) | 13,646 | 180,127 | | | | | | | | | | | 7/29/2024(28) | 18,082 | 238,682 | | | | | | | | | | | 7/28/2025(29) | 5,743 | 75,808 | | | | | | | | | | | 7/28/2025(30) | 11,486 | 151,615 | | | | Gillian Chandrasena(31) | 3/9/2026 | (3) | — | 63,132 | 18.00 | 3/9/2036 | | | | | | | | | | | | | | 3/9/2026(4) | | | 6,945 | 91,674 | | | | | | | | | 3/3/2025(32) | 28,116 | 371,131 | | | | | | | | | | | 3/3/2025(33) | 58,825 | 776,490 | | | | | | | | | | | 7/28/2025(34) | 11,486 | 151,615 | | | | | | | | | | | 7/28/2025(35) | 11,486 | 151,615 | | | | | | | | | | | 7/28/2025(36) | 19,852 | 262,046 | | |

  124. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (1) Amounts in these columns include dividend equivalent units of Medtronic that were distributed upon the conversion of Medtronic awards into MiniMed awards. |

  125. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (2) Does not include the following option awards granted to Ms. Dallara that remain denominated in Medtronic Ordinary Shares: |

  126. 2026 Outstanding Equity Awards at Fiscal Year-End

    | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | | 5/2/2022 | 53,578 | — | 103.14 | 3/9/2031 | | 8/1/2022 | 67,929 | — | 93.08 | 3/9/2031 | | 7/31/2023 | 72,208 | — | 87.76 | 3/9/2031 | | 7/29/2024 | 110,880 | — | 80.00 | 3/9/2031 | | 7/28/2025 | 69,005 | — | 91.97 | 3/9/2031 |

  127. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents options which vest 33% on each of March 9, 2028 and March 9, 2029, and 34% on March 9, 2030, subject to the NEO’s continued service through the applicable vesting date. |

  128. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents the number of PSUs which are eligible to vest on March 9, 2027, subject to MiniMed Common Stock achieving a closing price per share of at least $32.05 as of the Divestment Date and the NEO’s continued service through the applicable vesting date. Each PSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  129. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on March 10, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  130. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 31, 2026 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  131. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 29, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  132. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 30, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  133. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  134. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  135. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (11) Does not include the following option award granted to Mr. Spooner that remain denominated in Medtronic Ordinary Shares: |

  136. 2026 Outstanding Equity Awards at Fiscal Year-End

    | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | | 7/28/2025 | 1,278 | — | 91.97 | 3/9/2031 |

  137. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (12) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  138. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (13) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  139. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (14) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest in three equal installments on July 28, 2026, July 28, 2027 and July 28, 2028. subject to the NEO’s continued service through the applicable vesting date Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  140. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (15) Does not include the following option awards granted to Mr. Dianaty that remain denominated in Medtronic Ordinary Shares: |

  141. 2026 Outstanding Equity Awards at Fiscal Year-End

    | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | | 7/30/2018 | 2,119 | — | 89.08 | 7/30/2028 | | 8/3/2020 | 8,596 | — | 97.33 | 8/3/2030 | | 8/2/2021 | 1,085 | — | 131.26 | 3/9/2031 | | 8/2/2021 | 5,729 | — | 131.26 | 3/9/2031 | | 11/1/2021 | 4,603 | — | 120.23 | 3/9/2031 | | 11/1/2021 | 26,679 | — | 120.23 | 3/9/2031 | | 8/1/2022 | 1,416 | — | 93.08 | 3/9/2031 | | 8/1/2022 | 16,983 | — | 93.08 | 3/9/2031 | | 7/31/2023 | 1,338 | — | 87.76 | 3/9/2031 | | 7/31/2023 | 18,453 | — | 87.76 | 3/9/2031 | | 7/29/2024 | 1,540 | — | 80.00 | 3/9/2031 | | 7/28/2025 | 1,278 | — | 91.97 | 3/9/2031 |

  142. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (16) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 31, 2026 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  143. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (17) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on December 6, 2026 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  144. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (18) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on December 6, 2026 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  145. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (19) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 29, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  146. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (20) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 30, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  147. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (21) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest in three equal installments on October 28, 2026, October 28, 2027, and October 29, 2028 subject to the NEO’s continued service through the applicable vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  148. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (22) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  149. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (23) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  150. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (24) Does not include the following option awards granted to Ms. Nelson Wills that remain denominated in Medtronic Ordinary Shares: |

  151. 2026 Outstanding Equity Awards at Fiscal Year-End

    | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | | 7/31/2017 | 92 | — | 83.97 | 7/31/2027 | | 7/30/2018 | 1,137 | — | 89.08 | 7/30/2028 | | 8/3/2020 | 4,889 | — | 97.33 | 8/3/2030 | | 8/2/2021 | 1,085 | — | 131.26 | 3/9/2031 | | 8/2/2021 | 3,223 | — | 131.26 | 3/9/2031 | | 8/1/2022 | 3,821 | — | 93.08 | 3/9/2031 | | 8/1/2022 | 1,416 | — | 93.08 | 3/9/2031 | | 10/31/2022 | 2,765 | — | 87.34 | 3/9/2031 | | 7/31/2023 | 1,338 | — | 87.76 | 3/9/2031 | | 7/31/2023 | 6,499 | — | 87.76 | 3/9/2031 | | 7/29/2024 | 1,540 | — | 80.00 | 3/9/2031 | | 7/28/2025 | 1,278 | — | 91.97 | 3/9/2031 | | 7/28/2025 | 5,176 | — | 91.97 | 3/9/2031 |

  152. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (25) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 31, 2026 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  153. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (26) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 30, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  154. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (27) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 29, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  155. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (28) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 30, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  156. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (29) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  157. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (30) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  158. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (31) Does not include the following option awards granted to Ms. Chandrasena that remain denominated in Medtronic Ordinary Shares: |

  159. 2026 Outstanding Equity Awards at Fiscal Year-End

    | Option Grant Date | Exercisable | Unexercisable | Option Exercise Price ($) | Option Expiration Date | | 7/28/2025 | 1,278 | — | 91.97 | 3/9/2031 |

  160. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (32) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest in two equal installments on March 3, 2027 and March 3, 2028 subject to the NEO’s continued service through the applicable vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  161. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (33) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 30, 2027 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  162. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (34) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on April 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  163. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (35) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest on July 28, 2028 subject to the NEO’s continued service through the vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  164. 2026 Outstanding Equity Awards at Fiscal Year-End

    | (36) Represents RSUs which were delivered upon the conversion of Medtronic RSUs or PSUs in connection with the Separation, pursuant to the terms of the Employee Matters Agreement and which vest in three equal installments on July 28, 2026, July 28, 2027 and July 28, 2028 subject to the NEO’s continued service through the applicable vesting date. Each RSU represents the right to receive one share of MiniMed Common Stock upon vesting. |

  165. 2026 Option Exercises and Stock Vested

    2026 Option Exercises and Stock Vested The table below includes information related to Medtronic options exercised by each of MiniMed’s NEOs, Medtronic PSUs that vested and remained denominated in Medtronic Ordinary Shares and Medtronic RSUs that converted into MiniMed RSUs that vested during fiscal year 2026. The table also includes the value realized for such options, RSUs, and PSUs. For options, the value realized on exercise is equal to the difference between the market price of the underlying Medtronic Ordinary Shares at exercise and the exercise price of the options. For stock awards, the value realized on vesting is equal to the market price of the underlying Medtronic Ordinary Shares or MiniMed Common Stock, as applicable.

  166. 2026 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Que Dallara | — | — | 66,870 | 4,966,536 | | Chad Spooner | — | — | — | — | | Ali Dianaty | — | — | 16,405 | 1,449,251 | | Courtney Nelson Wills | — | — | 5,365 | 463,868 | | Gillian Chandrasena | — | — | 2,734 | 264,405 |

  167. 2026 Nonqualified Deferred Compensation

    2026 Nonqualified Deferred Compensation Prior to the Separation, MiniMed’s Named Executive Officers were eligible to participate in the Medtronic Capital Accumulation Plan and the Medtronic Nonqualified Retirement Plan Supplement. In connection with the Separation, MiniMed assumed certain liabilities under Medtronic’s Medtronic Capital Accumulation Plan and Nonqualified Retirement Plan Supplement for the benefits of MiniMed employees, whose balances were transferred to the MiniMed CAP and the MiniMed NRPS, as applicable. The MiniMed CAP and MiniMed NRPS mirror the Medtronic Capital Accumulation Plan and the Medtronic Nonqualified Retirement Plan Supplement in all material respects. The following table provides information on non-qualified deferred compensation of the NEOs during fiscal year 2026.

  168. 2026 Nonqualified Deferred Compensation

    | Name | | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Que Dallara | CAP | — | — | $19,966 | — | $99,825 | | | NRPS | — | $32,887 | $14,134 | — | $81,168 | | Chad Spooner | CAP | — | — | — | — | — | | | NRPS | — | $1,962 | — | — | $1,962 | | Ali Dianaty | CAP | — | — | — | — | — | | | NRPS | — | $24,952 | $26,879 | — | $140,227 | | Courtney Nelson Wills | CAP | $49,092 | — | $55,537 | — | $310,422 | | | NRPS | — | $13,935 | $24,256 | — | $125,338 | | Gillian Chandrasena | CAP | $29,173 | — | $3,303 | — | $32,476 | | | NRPS | — | $1,851 | — | — | $1,851 |

  169. 2026 Nonqualified Deferred Compensation

    CAP = Medtronic Capital Accumulation Plan (prior to the Separation) and MiniMed Capital Accumulation Plan (after the Separation). NRPS = Medtronic Nonqualified Retirement Plan Supplement (prior to the Separation) and MiniMed Nonqualified Retirement Plan Supplement (after the Separation).

  170. 2026 Nonqualified Deferred Compensation

    | (1) The following amounts of Executive Contributions from the table above have been reported in the “Bonus” column for Ms. Nelson Wills and in the “Salary” column for Ms. Chandrasena in the Summary Compensation Table: |

  171. 2026 Nonqualified Deferred Compensation

    | Name | Contributions | | Que Dallara | — | | Chad Spooner | — | | Ali Dianaty | — | | Courtney Nelson Wills | $49,092 | | Gillian Chandrasena | $29,173 |

  172. 2026 Nonqualified Deferred Compensation

    | (2) Both Medtronic and MiniMed contributions are included in the Summary Compensation Table in the “All Other Compensation” column. |

  173. 2026 Nonqualified Deferred Compensation

    | (3) No amounts of Aggregate Earnings from the table above have been reported in the current year’s Summary Compensation Table for any of MiniMed’s NEOs since the earnings were not preferential or above market. |

  174. 2026 Nonqualified Deferred Compensation

    | (4) The following amounts of Aggregate Balance from the table above have been reported in the Summary Compensation Table from fiscal years prior to fiscal year 2026: |

  175. 2026 Nonqualified Deferred Compensation

    | Name | Contributions | | Que Dallara | $40,189 | | Chad Spooner | — | | Ali Dianaty | $23,755 | | Courtney Nelson Wills | $53,761 | | Gillian Chandrasena | — |

  176. 2026 Potential Payments Upon Termination or Change in Control

    2026 Potential Payments Upon Termination or Change in Control The table below illustrates the payments due (1) upon an involuntary termination of employment under the Severance Plan, (2) upon a “change of control” under the COC Severance Plan (as defined under such plan), assuming the NEO was terminated without cause or resigned for good reason, and (3) upon death or disability under the Severance Plan. The table assumes that such event occurred on April 25, 2026 and the value of MiniMed Common Stock at $13.20 per share on such date. See “Compensation Discussion and Analysis” for more information.

  177. 2026 Potential Payments Upon Termination or Change in Control

    | | Qualifying termination not in connection with a Change of Control ($)(1) | Qualifying termination in connection with a Change of Control ($)(2) | Death or Disability ($)(3) | Retirement ($)(4) | | Que Dallara | | | | | | Severance Amount | $4,312,000 | $6,468,000 | — | — | | Pro Rata Incentive Payment | — | $1,176,000 | — | — | | Welfare Benefits | $59,049 | $91,367 | — | — | | Outplacement Services | $3,750 | — | — | — | | Performance Share Units | $1,100,009 | $1,100,009 | $1,100,009 | — | | Stock Options | — | — | — | — | | Restricted Stock Units | $151,048 | $8,053,505 | $7,921,914 | — | | Total | $5,625,855 | $16,888,880 | $9,021,923 | — | | Chad Spooner | | | | | | Severance Amount | $2,497,500 | $3,746,250 | — | — | | Pro Rata Incentive Payment | — | $573,750 | — | — | | Welfare Benefits | $30,181 | $60,845 | — | — | | Outplacement Services | $3,750 | — | — | — | | Performance Share Units | $366,670 | $366,670 | $366,670 | — | | Stock Options | — | — | — | — | | Restricted Stock Units | $1,684,439 | $3,556,093 | $2,288,986 | — | | Total | $4,582,540 | $8,303,608 | $2,655,655 | — | | Ali Dianaty | | | | | | Severance Amount | $2,368,000 | $3,552,000 | — | — | | Pro Rata Incentive Payment | — | $544,000 | — | — | | Welfare Benefits | $66,799 | $100,902 | — | — | | Outplacement Services | $3,750 | — | — | — | | Performance Share Units | $183,335 | $183,335 | $183,335 | — | | Stock Options | — | — | — | — | | Restricted Stock Units | $330,805 | $2,524,606 | $2,500,397 | — | | Total | $2,952,689 | $6,904,842 | $2,683,732 | — | | Courtney Nelson Wills(5) | | | | | | Severance Amount | $1,785,000 | $2,677,500 | — | — | | Pro Rata Incentive Payment | — | $367,500 | — | — | | Welfare Benefits | — | $2,057 | — | — | | Outplacement Services | $3,750 | — | — | — | | Performance Share Units | $91,674 | $91,674 | $91,674 | — | | Stock Options | — | — | — | — | | Restricted Stock Units | — | $726,832 | $726,832 | — | | Total | $1,880,424 | $3,865,562 | $818,506 | — |

  178. 2026 Potential Payments Upon Termination or Change in Control

    | | Qualifying termination not in connection with a Change of Control ($)(1) | Qualifying termination in connection with a Change of Control ($)(2) | Death or Disability ($)(3) | Retirement ($)(4) | | Gillian Chandrasena | | | | | | Severance Amount | $1,615,000 | $2,422,500 | — | — | | Pro Rata Incentive Payment | — | $332,500 | — | — | | Welfare Benefits | $63,955 | $95,478 | — | — | | Outplacement Services | $3,750 | — | — | — | | Performance Share Units | $91,674 | $91,674 | $91,674 | — | | Stock Options | — | — | — | — | | Restricted Stock Units | $371,131 | $1,712,898 | $1,251,017 | — | | Total | $2,145,510 | $4,655,050 | $1,342,691 | — |

  179. 2026 Potential Payments Upon Termination or Change in Control

    | (1) In connection with an involuntary termination of employment of the NEOs under the Severance Plan, each NEO is entitled to receive (i) a Severance Amount equal to two-times the sum of the applicable NEO’s base salary and Medtronic MIP target based upon the Severance Plan severance practices adopted by the MiniMed Compensation and Talent Committee applicable to the NEOs, (ii) a lump-sum payment equal to continued COBRA premiums for 24 months based upon the Severance Plan severance practices adopted by the MiniMed Compensation and Talent Committee applicable to the NEOs, and (iii) outplacement services at the premier level. Under the terms of IPO Option Grant Option agreements, the IPO Grant Options will become vested, but the exercise price of such options exceeded the market price on April 25, 2026 and therefore they have no value on April 25, 2026. Under the terms of the IPO Grant PSU awards, the IPO Grant PSU awards will become time-vested and remain outstanding and will be earned based on actual performance. The estimated value for the IPO Grant PSUs assumes target performance for the IPO Grant PSUs. In addition, certain RSU agreements contain provisions providing for acceleration upon termination without cause. |

  180. 2026 Potential Payments Upon Termination or Change in Control

    | (2) In connection with a termination without “cause” or a resignation for “good reason” of the NEOs upon a “change of control” under the COC Severance Plan (as defined under such plan), each NEO is entitled to receive a double-trigger payment equal to (i) a Severance Amount equal to three times the sum of the applicable NEO’s annual base salary plus the Highest Annual Bonus, (ii) pro rata incentive payments equal to the Highest Annual Bonus, and (iii) three years of the employer portion of the premiums for health and welfare benefits and life insurance. Under the terms of IPO Grant PSU awards, the IPO Grant PSUs will accelerate vesting upon a change of control unless substitute awards are issued and pay out at the greater of actual performance upon the change of control or target. The IPO Grant Options and RSUs will accelerate vesting upon a change in control unless substitute awards are issued, however the exercise price of such options exceeded the market price on April 25, 2026 and therefore have no value on April 25, 2026. The estimated value for the IPO Grant PSUs assumes target performance for the IPO Grant PSUs. |

  181. 2026 Potential Payments Upon Termination or Change in Control

    | (3) In the event of the death or disability of the NEOs, the IPO Grant PSUs will time vest and continue to vest and are paid out based on actual performance at the end of the performance period. The IPO Grant Options will vest immediately. Most of the RSUs will continue to fully vest per the awards’ time based vesting schedules, while for certain RSUs, only the next tranche will vest on a pro rata basis within six weeks following the date of separation from service. However, the exercise price of such options exceeded the market price on April 25, 2026 and therefore have no value on April 25, 2026. The estimated value for the IPO Grant PSUs assumes target performance for the IPO Grant PSUs. |

  182. 2026 Potential Payments Upon Termination or Change in Control

    | (4) None of the NEOs were eligible for retirement benefits on April 25, 2026. |

  183. 2026 Potential Payments Upon Termination or Change in Control

    | (5) As noted elsewhere in this proxy statement, on July 30, 2026, Ms. Nelson Wills notified the Company of her decision to resign from her position, effective September 25, 2026. |

  184. Pay-versus-Performance

    | Year | Summary Compensation Table Total for PEO(1),(2) | Compensation Actually Paid to PEO(1),(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1),(2) | Average Compensation Actually Paid to Non-PEO NEOs(1),(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($Millions)(6) | Organic Revenue Growth (%)(7) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2026 | $8,430,228 | $4,384,630 | $3,818,748 | $2,787,579 | $71.39 | $93.11 | ($317) | 8.0% |

  185. Pay-versus-Performance

    | (3) Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation for 2026 includes the end-of-year value of awards granted within the year and the change in fair value from the company’s initial public offering (“IPO”) on March 6, 2026 through the end of the fiscal year for unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table: |

  186. Pay-versus-Performance

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | PEO Fiscal Year 2026 ($) | Non-PEO NEO Average Fiscal Year 2026 ($) | | Summary Compensation Table Total | $8,430,228 | $3,818,748 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($1,883,692) | ($625,401) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $1,435,939 | $478,649 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($3,227,503) | ($853,657) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($389,450) | ($32,410) | | Plus: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $— | $— | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $19,108 | $1,650 | | Compensation Actually Paid | $4,384,630 | $2,787,579 |