8-K
Medtronic plc (MDT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 1, 2025
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Medtronic plc
(Exact name of Registrant as Specified in its Charter)
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| Ireland | 1-36820 | 98-1183488 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
Building Two
Parkmore Business Park West
Galway, Ireland
(Address of principal executive offices) (Zip Code)
+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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, par value $0.0001 per share | MDT | New York Stock Exchange |
| 1.125% Senior Notes due 2027 | MDT/27 | New York Stock Exchange |
| 0.375% Senior Notes due 2028 | MDT/28 | New York Stock Exchange |
| 3.000% Senior Notes due 2028 | MDT/28A | New York Stock Exchange |
| 3.650% Senior Notes due 2029 | MDT/29 | New York Stock Exchange |
| 2.950% Senior Notes due 2030 | MDT/30 | New York Stock Exchange |
| 1.625% Senior Notes due 2031 | MDT/31 | New York Stock Exchange |
| 1.000% Senior Notes due 2031 | MDT/31A | New York Stock Exchange |
| 3.125% Senior Notes due 2031 | MDT/31B | New York Stock Exchange |
| 0.750% Senior Notes due 2032 | MDT/32 | New York Stock Exchange |
| 3.375% Senior Notes due 2034 | MDT/34 | New York Stock Exchange |
| 3.875% Senior Notes due 2036 | MDT/36 | New York Stock Exchange |
| 2.250% Senior Notes due 2039 | MDT/39A | New York Stock Exchange |
| 1.500% Senior Notes due 2039 | MDT/39B | New York Stock Exchange |
| 1.375% Senior Notes due 2040 | MDT/40A | New York Stock Exchange |
| 4.150% Senior Notes due 2043 | MDT/43A | New York Stock Exchange |
| 4.200% Senior Notes due 2045 | MDT/45 | New York Stock Exchange |
| 1.750% Senior Notes due 2049 | MDT/49 | New York Stock Exchange |
| 1.625% Senior Notes due 2050 | MDT/50 | New York Stock Exchange |
| 4.150% Senior Notes due 2053 | MDT/53 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On November 1, 2025, Gregory L. Smith, Executive Vice President, Enterprise Operations of Medtronic plc (the Company), notified the Company of his decision to retire from the Company, effective December 2, 2025, and to join a private equity-held organization. As of that date, Mr. Smith will be eligible for retirement treatment of his outstanding equity compensation as disclosed in the Company’s annual definitive proxy statement filed on August 25, 2025. Retirement treatment of equity includes acceleration of unvested stock options and continued vesting of restricted stock units (RSUs) and performance stock units (PSUs) consistent with the forms of those equity award agreements publicly filed with the U.S. Securities and Exchange Commission.
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.
| Medtronic plc | ||
|---|---|---|
| Date: November 3, 2025 | By | /s/ Michelle Quinn |
| Michelle Quinn | ||
| Executive Vice President, General Counsel and Corporate Secretary |