SEC Form 8-K filed by Medtronic plc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

Medtronic plc

(Exact Name of Registrant as Specified in its Charter)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

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

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

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

Emerging growth company ☐

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

Notes Offering

On September 29, 2025, Medtronic, Inc., an indirect wholly owned subsidiary of Medtronic public limited company (“Medtronic plc”), issued €750,000,000 aggregate principal amount of its 2.950% Senior Notes due 2030 (the “2030 Notes”) and €750,000,000 aggregate principal amount of its 4.200% Senior Notes due 2045 (the “2045 Notes” and together with the 2030 Notes, the “Notes”), in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3 (the “Registration Statement”) (File No. 333-270272) filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2023, and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the offering of the Notes. The Notes are fully and unconditionally guaranteed by Medtronic Global Holdings S.C.A. (“Medtronic Luxco”) and Medtronic plc (the “Guarantees,” and together with the Notes, the “Securities”).

Medtronic, Inc. expects to receive net proceeds from the Offering of approximately €1.49 billion, after deducting the underwriting discount and estimated offering expenses payable by Medtronic, Inc. Medtronic, Inc. expects to use the net proceeds of the Offering to repay Medtronic Luxco’s 0.000% Senior Notes due 2025 and Medtronic Luxco’s 2.625% Senior Notes due 2025.

The Notes have been approved for listing on the New York Stock Exchange.

Indenture and Agency Agreement

The Notes were issued under an indenture dated as of December 10, 2014 (the “Base Indenture”), between Medtronic, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of January 26, 2015, between Medtronic plc and the Trustee, the Third Supplemental Indenture, dated as of January 26, 2015, between Medtronic Luxco and the Trustee, the Fourth Supplemental Indenture, dated as of February 22, 2023, between Medtronic, Inc. and the Trustee, the Fifth Supplemental Indenture, dated as of June 3, 2024, among Medtronic, Inc., Medtronic plc, Medtronic Luxco, the Trustee and U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch), as paying agent (the “Paying Agent”) and the Sixth Supplemental Indenture, dated as of September 29, 2025, among Medtronic, Inc., Medtronic plc, Medtronic Luxco, the Trustee and the Paying Agent and shall be subject to the Agency Agreement dated as of September 29, 2025 (the “Agency Agreement”) among Medtronic, Inc., U.S. Bank Trust Company, National Association, as transfer agent and registrar, and the Paying Agent.

The 2030 Notes will mature on October 15, 2030 and the 2045 Notes will mature on October 15, 2045. The 2030 Notes will bear interest at a rate of 2.950% per annum. The 2045 Notes will bear interest at a rate of 4.200% per annum.

At any time prior to the applicable Par Call Date (as defined below) Medtronic, Inc. will have the right, at its option, to redeem any series of the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a specified make-whole redemption price, in either case plus accrued and unpaid interest to, but not including, the date of redemption. “Par Call Date” means September 15, 2030 (one month prior to the maturity date of the 2030 Notes), in the case of the 2030 Notes and April 15, 2045 (six months prior to the maturity date of the 2045 Notes), in the case of the 2045 Notes.

In addition, on and after the applicable Par Call Date, Medtronic, Inc. will have the option to redeem any series of the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Notes will be general unsecured senior obligations of Medtronic, Inc. and will rank equally in right of payment with all of Medtronic, Inc.’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that Medtronic, Inc. may incur. The Guarantees will rank equally in right of payment with all of Medtronic plc’s and Medtronic Luxco’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc or Medtronic Luxco may incur, and be structurally subordinated to all existing and any future obligations of each of Medtronic plc’s subsidiaries (other than Medtronic Luxco and Medtronic, Inc.).

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency related defaults, Medtronic, Inc.’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

Medtronic plc and its affiliates maintain ordinary banking relationships and credit facilities with the Trustee. In addition, the Trustee is the trustee for certain of Medtronic plc’s affiliates’ other debt securities, and from time to time provides services relating to Medtronic plc’s investment management, stock repurchase and foreign currency hedging programs.

The above description of the Base Indenture and the Sixth Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Sixth Supplemental Indenture. The executed Base Indenture was previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Medtronic, Inc. on December 10, 2014. The executed Sixth Supplemental Indenture is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated herein and into the Registration Statement by reference.

On September 29, 2025 (the “Redemption Date”), Medtronic Luxco redeemed all €500,000,000 of its outstanding 2.625% Senior Notes due 2025 (CUSIP Number: 58507L AX7) (the “Redemption Notes”). The Redemption Notes were redeemed at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date. Medtronic Luxco’s obligation to redeem the Redemption Notes was conditioned upon the completion of the issuance and sale of the Notes on or before the Redemption Date.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Redemption Notes.

In connection with the Offering, Medtronic plc is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.

SIGNATURES

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