8-K

Medtronic plc (MDT)

8-K 2026-02-17 For: 2026-02-17
View Original
Added on April 07, 2026

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): February 17, 2026

_____________________________

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

_____________________________

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 2.02. Results of Operations and Financial Condition

On February 17, 2026, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its third quarter fiscal year 2026 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Exhibits.

(d) List of Exhibits

Exhibit Number Description
99.1 Press release of Medtronic plc, dated February 17, 2026
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).

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
By /s/ Thierry Piéton
Date: February 17, 2026 Thierry Piéton
Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number Description
99.1 Press release of Medtronic plc, dated February 17, 2026
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).

Document

Exhibit 99.1

image_0a.jpg

NEWS RELEASE

FOR IMMEDIATE RELEASE

Medtronic reports strong third quarter

fiscal 2026 results with highest enterprise revenue growth in 10 quarters

Cardiovascular portfolio up 11% year-over-year; Cardiac Ablation Solutions grew 80% on strength of pulsed field ablation portfolio

GALWAY, Ireland – February 17, 2026 – Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced financial results for its third quarter (Q3) of fiscal year 2026 (FY26), which ended January 23, 2026.

Q3 Key Highlights

•Revenue of $9.0 billion, increased 8.7% as reported and 6.0% organic, 50 basis points ahead of Q3 guidance

•GAAP diluted EPS of $0.89; non-GAAP diluted EPS of $1.36, three cents ahead of Q3 guidance mid-point

•Company reiterates FY26 organic revenue growth and EPS guidance

•Cardiac Ablation Solutions revenue increased 80%, including 137% in the U.S., on strength of pulsed field ablation (PFA) portfolio

•Secured CE Mark for Sphere-360™ and initiated U.S. pivotal trial

•Secured U.S. FDA clearance for Hugo™ robotic-assisted surgery; first cases completed this month

•Secured U.S. FDA clearance for Stealth AXiS™ Surgical System for spinal procedures

•Diabetes revenue increased 8.3% led by double-digit strength in International markets

•Executing M&A strategy with two key transactions in the quarter: CathWorks in Coronary and Renal Denervation and Anteris in Structural Heart

“Q3 marks another strong quarter, delivering 6% organic revenue growth, ahead of guidance, demonstrating the strength of our portfolio,” said Geoff Martha, Medtronic chairman and chief executive officer. “By unlocking new markets and investing in high-growth opportunities, we are accelerating performance across the company. Our innovation pipeline and portfolio breadth give us confidence in our ability to sustain long-term growth. It’s an exciting time for Medtronic.”

Financial Results

Medtronic reported Q3 worldwide revenue of $9.017 billion, an increase of 8.7% as reported and 6.0% on an organic basis. The organic revenue growth comparison excludes:

•Other revenue of $32 million in the current year and $32 million in the prior year

•Revenue from the Dutch Obesity Clinic (NOK) divestiture with no revenue in the current year and $15 million in the prior year

•Foreign exchange benefit of $242 million on the remaining segments

Q3 revenue by segment included:

•Cardiovascular Portfolio revenue of $3.457 billion, an increase of 13.8% as reported and 10.6% organic, with high-teens increase in Cardiac Rhythm & Heart Failure, low-single digit increase in Structural Heart & Aortic, and mid-single digit increase in Coronary & Peripheral Vascular, all on an organic basis

•Neuroscience Portfolio revenue of $2.558 billion, an increase of 4.1% reported and 2.5% organic, with mid-single digit increase in Neuromodulation, mid-single digit increase in Cranial & Spinal Technologies, and flat result in Specialty Therapies, all on an organic basis

•Medical Surgical Portfolio revenue of $2.173 billion, an increase of 4.9% as reported and 2.7% organic, with low-single digit increase in Surgical & Endoscopy, and high-single digit increase in Acute Care & Monitoring, all on an organic basis

•Diabetes business revenue of $796 million, an increase of 14.8% as reported and 8.3% organic

Q3 GAAP operating profit and operating margin were $1.464 billion and 16.2%, respectively. As detailed in the financial schedules included at the end of the release, Q3 non-GAAP operating profit and operating margin were $2.177 billion and 24.1%, respectively.

Q3 GAAP net income and diluted earnings per share (EPS) were $1.143 billion and $0.89, respectively. As detailed in the financial schedules included at the end of this release, Q3 non-GAAP net income and non-GAAP diluted EPS were $1.750 billion and $1.36, respectively.

Guidance

The company reiterates its FY26 organic revenue growth of approximately 5.5% and diluted non-GAAP EPS guidance of $5.62 to $5.66. This includes a potential impact from tariffs of approximately $185 million, unchanged from the prior guidance. Excluding the potential impact from tariffs, this guidance represents FY26 diluted non-GAAP EPS growth of approximately 4.5%.

“This quarter, we again delivered accelerated growth while investing decisively in our future,” said Thierry Piéton, Medtronic chief financial officer. “We continued to invest in R&D to strengthen our innovation pipeline, funded significant growth opportunities while

driving G&A leverage, and we executed on our M&A and venture strategy with two key transactions in the quarter. Bottom line, we are executing on our roadmap and positioning the business for sustainable growth.”

Video Webcast Information

Medtronic will host a video webcast today, February 17, at 8:00 a.m. EST (7:00 a.m. CST) to provide information about its business for the public, investors, analysts, and news media. This webcast can be accessed by clicking on the Quarterly Earnings icon at investorrelations.medtronic.com, and this earnings release will be archived at news.medtronic.com. Within 24 hours of the webcast, a replay of the webcast and transcript of the company’s prepared remarks will be available by clicking on the Past Events and Presentations link under the News & Events drop-down at investorrelations.medtronic.com.

Financial Schedules

The third quarter financial schedules and non-GAAP reconciliations can be viewed by clicking on the Quarterly Earnings link at investorrelations.medtronic.com.

About Medtronic

Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything

we do, we are engineering the extraordinary. For more information on Medtronic (NYSE: MDT), visit www.Medtronic.com and follow on LinkedIn.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties, including risks related to competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation, geopolitical conflicts, changing global trade policies, material acquisition and divestiture transactions, general economic conditions, and other risks and uncertainties described in the company’s periodic reports on file with the U.S. Securities and Exchange Commission including the most recent Annual Report on Form 10-K of the company. In some cases, you can identify these statements by forward-looking words or expressions, such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “plan,” “possible,” “potential,” “project,” “should,” “going to,” “will,” and similar words or expressions, the negative or plural of such words or expressions and other comparable terminology. Actual results may differ materially from anticipated results. Medtronic does not undertake to update its forward-looking statements or any of the information contained in this press release, including to reflect future events or circumstances.

NON-GAAP FINANCIAL MEASURES

This press release contains financial measures, including adjusted net income, adjusted diluted EPS, and organic revenue, which are considered “non-GAAP” financial measures under applicable SEC rules and regulations. References to quarterly or annual figures increasing, decreasing or remaining flat are in comparison to fiscal year 2025, and references to sequential changes are in comparison to the prior fiscal quarter. Unless stated otherwise, quarterly and annual rates and ranges are given on an organic basis.

Medtronic management believes that non-GAAP financial measures provide information useful to investors in understanding the company’s underlying operational performance and trends and to facilitate comparisons with the performance of other companies in the med tech industry. Non-GAAP net income and diluted EPS exclude the effect of certain charges or gains that contribute to or reduce earnings but that result from transactions or events that management believes may or may not recur with similar materiality or impact to operations in future periods (Non-GAAP Adjustments). Medtronic generally uses non-GAAP financial measures to facilitate management’s review of the operational performance of the company and as a basis for strategic planning. Non-GAAP financial measures should be considered supplemental to and not a substitute for financial

information prepared in accordance with U.S. generally accepted accounting principles (GAAP), and investors are cautioned that Medtronic may calculate non-GAAP financial measures in a way that is different from other companies. Management strongly encourages investors to review the company’s consolidated financial statements and publicly filed reports in their entirety. Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules accompanying this press release.

Medtronic calculates forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. For instance, forward-looking organic revenue growth guidance excludes the impact of foreign currency fluctuations, as well as significant acquisitions, divestitures, or other significant discrete items. Forward-looking diluted non-GAAP EPS guidance also excludes other potential charges or gains that would be recorded as Non-GAAP Adjustments to earnings during the fiscal year. Medtronic does not attempt to provide reconciliations of forward-looking non-GAAP EPS guidance to projected GAAP EPS guidance because the combined impact and timing of recognition of these potential charges or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of financial performance.

-end-

Contacts:

Justin Paquette

Public Relations

+1-612-271-7935

Ingrid Goldberg

Investor Relations

+1-763-505-2696

FINANCIAL SCHEDULES Page
World Wide Revenue 8
U.S. Revenue 9
International Revenue 10
Consolidated Statements of Income 11
GAAP to Non-GAAP Reconciliations 12
Consolidated Statements of Cash Flows 16

MEDTRONIC PLC

WORLD WIDE REVENUE(1)

(Unaudited)

THIRD QUARTER YEAR-TO-DATE
REPORTED ORGANIC REPORTED ORGANIC
(in millions) FY26 FY25 Growth Currency Impact(4) FY26(5) FY25(5) Growth FY26 FY25 Growth Currency Impact(4) FY26(6) FY25(6) Growth
Cardiovascular $ 3,457 $ 3,037 13.8 % $ 99 $ 3,359 $ 3,037 10.6 % $ 10,179 $ 9,145 11.3 % $ 213 $ 9,966 $ 9,145 9.0 %
Cardiac Rhythm & Heart Failure 1,856 1,545 20.1 48 1,808 1,545 17.0 5,394 4,659 15.8 107 5,287 4,659 13.5
Structural Heart & Aortic 929 874 6.3 32 897 874 2.6 2,814 2,610 7.8 71 2,743 2,610 5.1
Coronary & Peripheral Vascular 672 618 8.8 18 654 618 5.9 1,971 1,876 5.0 35 1,935 1,876 3.1
Neuroscience 2,558 2,458 4.1 38 2,520 2,458 2.5 7,536 7,226 4.3 81 7,455 7,226 3.2
Cranial & Spinal Technologies 1,310 1,250 4.8 13 1,296 1,250 3.7 3,819 3,632 5.1 31 3,788 3,632 4.3
Specialty Therapies 746 732 1.9 15 731 732 (0.2) 2,191 2,181 0.4 28 2,163 2,181 (0.8)
Neuromodulation 503 476 5.8 10 493 476 3.6 1,527 1,413 8.1 22 1,504 1,413 6.5
Medical Surgical 2,173 2,072 4.9 61 2,112 2,057 2.7 6,428 6,196 3.7 128 6,295 6,164 2.1
Surgical & Endoscopy 1,654 1,596 3.6 51 1,603 1,581 1.4 4,945 4,790 3.2 106 4,834 4,758 1.6
Acute Care & Monitoring 519 476 9.1 10 509 476 7.0 1,483 1,406 5.5 22 1,461 1,406 3.9
Diabetes 796 694 14.8 44 751 694 8.3 2,274 2,027 12.2 90 2,184 2,027 7.8
Total Reportable Segments 8,985 8,260 8.8 242 8,743 8,245 6.0 26,417 24,593 7.4 512 25,901 24,562 5.4
Other(2) 32 32 3.0 140 17 NM(3) 4
TOTAL $ 9,017 $ 8,292 8.7 % $ 243 $ 8,743 $ 8,245 6.0 % $ 26,557 $ 24,610 7.9 % $ 516 $ 25,901 $ 24,562 5.4 %

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.

(2)Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested, and for the year-to-date figures, adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(3)Not meaningful (NM).

(4)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

(5)The three months ended January 23, 2026 excludes $275 million of revenue adjustments, including $32 million of inorganic revenue for the transition activity noted in (2) and $242 million of favorable currency impact on the remaining segments. The three months ended January 24, 2025 excludes $47 million of revenue adjustments, including $32 million of inorganic revenue related to the transition activity noted in (2) and $15 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

(6)The nine months ended January 23, 2026 excludes $656 million of revenue adjustments, including $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (2), $101 million of inorganic revenue for the transition activity noted in (2), $5 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division, and $512 million of favorable currency impact on the remaining segments. The nine months ended January 24, 2025 excludes $48 million of revenue adjustments, including $90 million of incremental Italian payback accruals further described in note (2), $106 million of inorganic revenue related to the transition activity noted in (2), and $31 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

MEDTRONIC PLC

U.S. REVENUE(1)(2)

(Unaudited)

THIRD QUARTER YEAR-TO-DATE
REPORTED ORGANIC REPORTED ORGANIC
(in millions) FY26 FY25 Growth FY26 FY25 Growth FY26 FY25 Growth FY26 FY25 Growth
Cardiovascular $ 1,589 $ 1,405 13.1 % $ 1,589 $ 1,405 13.1 % $ 4,660 $ 4,242 9.9 % $ 4,660 $ 4,242 9.9 %
Cardiac Rhythm & Heart Failure 953 775 23.0 953 775 23.0 2,708 2,309 17.3 2,708 2,309 17.3
Structural Heart & Aortic 367 372 (1.4) 367 372 (1.4) 1,128 1,129 1,128 1,129
Coronary & Peripheral Vascular 269 258 4.2 269 258 4.2 824 804 2.5 824 804 2.5
Neuroscience 1,709 1,689 1.2 1,709 1,689 1.2 5,063 4,931 2.7 5,063 4,931 2.7
Cranial & Spinal Technologies 977 943 3.6 977 943 3.6 2,833 2,724 4.0 2,833 2,724 4.0
Specialty Therapies 402 419 (4.0) 402 419 (4.0) 1,204 1,235 (2.5) 1,204 1,235 (2.5)
Neuromodulation 330 327 1.1 330 327 1.1 1,026 972 5.6 1,026 972 5.6
Medical Surgical 929 893 4.1 929 893 4.1 2,756 2,718 1.4 2,756 2,718 1.4
Surgical & Endoscopy 634 623 1.7 634 623 1.7 1,920 1,928 (0.4) 1,920 1,928 (0.4)
Acute Care & Monitoring 295 269 9.5 295 269 9.5 836 790 5.8 836 790 5.8
Diabetes 248 236 4.9 248 236 4.9 695 683 1.7 695 683 1.7
Total Reportable Segments 4,475 4,223 6.0 4,475 4,223 6.0 13,174 12,573 4.8 13,174 12,573 4.8
Other(3) 18 15 23.4 60 51 16.8
TOTAL $ 4,493 $ 4,237 6.0 % $ 4,475 $ 4,223 6.0 % $ 13,234 $ 12,624 4.8 % $ 13,174 $ 12,573 4.8 %

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)U.S. includes the United States and U.S. territories.

(2)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.

(3)Includes historical operations and ongoing transition agreements from businesses the Company has exited or divested.

MEDTRONIC PLC

INTERNATIONAL REVENUE(1)

(Unaudited)

THIRD QUARTER YEAR-TO-DATE
REPORTED ORGANIC REPORTED ORGANIC
(in millions) FY26 FY25 Growth Currency Impact(4) FY26(5) FY25(5) Growth FY26 FY25 Growth Currency Impact(4) FY26(6) FY25(6) Growth
Cardiovascular $ 1,868 $ 1,632 14.5 % $ 99 $ 1,770 $ 1,632 8.5 % $ 5,519 $ 4,904 12.5 % $ 213 $ 5,306 $ 4,904 8.2 %
Cardiac Rhythm & Heart Failure 903 770 17.3 48 855 770 11.0 2,686 2,350 14.3 107 2,580 2,350 9.8
Structural Heart & Aortic 562 502 12.0 32 530 502 5.5 1,686 1,482 13.8 71 1,615 1,482 9.0
Coronary & Peripheral Vascular 403 360 12.2 18 385 360 7.1 1,146 1,072 6.9 35 1,111 1,072 3.6
Neuroscience 849 769 10.4 38 811 769 5.4 2,474 2,295 7.8 81 2,392 2,295 4.2
Cranial & Spinal Technologies 333 307 8.4 13 320 307 4.1 985 907 8.6 31 955 907 5.2
Specialty Therapies 343 313 9.7 15 328 313 5.0 987 947 4.3 28 959 947 1.3
Neuromodulation 173 149 16.0 10 163 149 9.1 501 441 13.5 22 478 441 8.4
Medical Surgical 1,244 1,180 5.5 61 1,183 1,165 1.6 3,671 3,478 5.6 128 3,539 3,447 2.7
Surgical & Endoscopy 1,020 973 4.8 51 969 958 1.1 3,024 2,862 5.7 106 2,914 2,831 2.9
Acute Care & Monitoring 224 206 8.5 10 214 206 3.8 647 616 5.0 22 625 616 1.4
Diabetes 548 457 19.8 44 504 457 10.1 1,579 1,344 17.5 90 1,489 1,344 10.9
Total Reportable Segments 4,510 4,038 11.7 242 4,267 4,023 6.1 13,243 12,020 10.2 512 12,726 11,989 6.2
Other(2) 14 17 (14.6) 80 (35) NM(3) 4
TOTAL $ 4,524 $ 4,055 11.6 % $ 243 $ 4,267 $ 4,023 6.1 % $ 13,323 $ 11,986 11.2 % $ 516 $ 12,726 $ 11,989 6.2 %

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million and, therefore, may not sum. Percentages have been calculated using actual, non-rounded figures and, therefore, may not recalculate precisely.

(2)Includes the historical operations and ongoing transition agreements from businesses the Company has exited or divested, and for the year-to-date figures, adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(3)Not meaningful (NM).

(4)The currency impact to revenue measures the change in revenue between current and prior year periods using constant exchange rates.

(5)The three months ended January 23, 2026 excludes $257 million of revenue adjustments, including $14 million of inorganic revenue for the transition activity noted in (2) and $242 million of favorable currency impact on the remaining segments. The three months ended January 24, 2025 excludes $32 million of revenue adjustments, including $17 million of inorganic revenue related to the transition activity noted in (2) and $15 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

(6)The nine months ended January 23, 2026 excludes $597 million of revenue adjustments, including $39 million reduction in the Italian payback accruals due to changes in estimates further described in note (2), $41 million of inorganic revenue for the transition activity noted in (2), $5 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division, and $512 million of favorable currency impact on the remaining segments. The nine months ended January 24, 2025 excludes $3 million of revenue adjustments, including $90 million of incremental Italian payback accruals further described in note (2), $55 million of inorganic revenue related to the transition activity noted in (2), and $31 million of inorganic revenue related to a sale of business in the Surgical and Endoscopy division.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three months ended Nine months ended
(in millions, except per share data) January 23, 2026 January 24, 2025 January 23, 2026 January 24, 2025
Net sales $ 9,017 $ 8,292 $ 26,557 $ 24,610
Costs and expenses:
Cost of products sold, excluding amortization of intangible assets 3,261 2,779 9,323 8,485
Research and development expense 722 675 2,202 2,048
Selling, general, and administrative expense 2,956 2,717 8,727 8,129
Amortization of intangible assets 441 416 1,364 1,243
Restructuring charges, net 77 43 131 120
Certain litigation charges, net 62 22 89 104
Other operating expense (income), net 35 (5) 126 (38)
Operating profit 1,464 1,646 4,594 4,519
Other non-operating income, net (121) (72) (247) (403)
Interest expense, net 181 179 539 555
Income before income taxes 1,404 1,540 4,302 4,367
Income tax provision 254 237 724 737
Net income 1,150 1,303 3,578 3,630
Net income attributable to noncontrolling interests (6) (9) (21) (24)
Net income attributable to Medtronic $ 1,143 $ 1,294 $ 3,557 $ 3,606
Basic earnings per share $ 0.89 $ 1.01 $ 2.77 $ 2.80
Diluted earnings per share $ 0.89 $ 1.01 $ 2.76 $ 2.79
Basic weighted average shares outstanding 1,282.6 1,282.4 1,282.1 1,286.7
Diluted weighted average shares outstanding 1,289.5 1,286.2 1,288.2 1,290.6

The data in the schedule above has been intentionally rounded to the nearest million.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Three months ended January 23, 2026
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted EPS Effective Tax Rate
GAAP $ 9,017 $ 3,261 63.8 % $ 1,464 16.2 % $ 1,404 $ 1,143 $ 0.89 18.1 %
Non-GAAP Adjustments:
Amortization of intangible assets(2) 441 4.9 441 360 0.28 18.4
Restructuring and associated costs(3) (89) 1.0 172 1.9 172 141 0.11 18.0
Acquisition and divestiture-related items(4) (6) 0.1 38 0.4 38 33 0.03 13.2
Certain litigation charges, net 62 0.7 62 52 0.04 16.1
(Gain)/loss on minority investments(5) 8 7 0.01 12.5
Certain tax adjustments, net 14 0.01
Non-GAAP $ 9,017 $ 3,166 64.9 % $ 2,177 24.1 % $ 2,125 $ 1,750 $ 1.36 17.3 %
Currency impact (243) (52) (0.4) (67) (0.1) (0.04)
Currency Adjusted $ 8,775 $ 3,114 64.5 % $ 2,110 24.0 % $ 1.32
Three months ended January 24, 2025
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted EPS Effective Tax Rate
GAAP $ 8,292 $ 2,779 66.5 % $ 1,646 19.9 % $ 1,540 $ 1,294 $ 1.01 15.4 %
Non-GAAP Adjustments:
Amortization of intangible assets 416 5.0 416 339 0.26 18.5
Restructuring and associated costs(3) (4) 46 0.6 46 37 0.03 19.6
Acquisition and divestiture-related items(4) (1) 28 0.3 28 23 0.02 17.9
Certain litigation charges, net 22 0.3 22 18 0.01 22.7
(Gain)/loss on minority investments(5) 68 52 0.04 22.1
Medical device regulations(6) (8) 0.1 11 0.1 11 9 0.01 18.2
Certain tax adjustments, net 15 0.01
Non-GAAP $ 8,292 $ 2,766 66.6 % $ 2,169 26.2 % $ 2,130 $ 1,787 $ 1.39 15.7 %

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.

(2)The Company recognized $30 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

(3)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(4)The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and gains related to certain business or asset sales. Exit of business-related charges primarily relate to the impending separation of the Diabetes business. For the three months ended January 23, 2026, charges also include costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(5)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(6)The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Nine months ended January 23, 2026
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted EPS Effective Tax Rate
GAAP $ 26,557 $ 9,323 64.9 % $ 4,594 17.3 % $ 4,302 $ 3,557 $ 2.76 16.8 %
Non-GAAP Adjustments:
Amortization of intangible assets(2) 1,364 5.2 1,364 1,110 0.86 18.6
Restructuring and associated costs(3) (105) 0.4 251 1.0 251 202 0.16 19.5
Acquisition and divestiture-related items(4) (21) 96 0.4 96 73 0.06 24.0
Certain litigation charges, net 89 0.3 89 73 0.06 19.1
(Gain)/loss on minority investments(5) 145 137 0.11 5.5
Other(6) (39) (39) (0.1) (39) (30) (0.02) 20.5
Certain tax adjustments, net(7)
Non-GAAP $ 26,518 $ 9,197 65.3 % $ 6,356 24.0 % $ 6,209 $ 5,122 $ 3.98 17.2 %
Currency impact (513) (48) (0.5) (170) (0.2) (0.10)
Currency Adjusted $ 26,005 $ 9,149 64.8 % $ 6,185 23.8 % $ 3.88
Nine months ended January 24, 2025
(in millions, except per share data) Net Sales Cost of Products Sold Gross Margin Percent Operating Profit Operating Profit Percent Income Before Income Taxes Net Income attributable to Medtronic Diluted EPS Effective Tax Rate
GAAP $ 24,610 $ 8,485 65.5 % $ 4,519 18.4 % $ 4,367 $ 3,606 $ 2.79 16.9 %
Non-GAAP Adjustments:
Amortization of intangible assets 1,243 4.9 1,243 1,017 0.79 18.3
Restructuring and associated costs(3) (24) 0.1 154 0.6 154 124 0.10 19.5
Acquisition and divestiture-related items(4) (17) 15 0.1 15 3 73.3
Certain litigation charges, net 104 0.4 104 86 0.07 17.3
(Gain)/loss on minority investments(5) 41 14 0.01 61.0
Medical device regulations(8) (27) 0.1 38 0.2 38 30 0.02 21.1
Other(6) 90 0.2 90 0.4 90 70 0.05 22.2
Certain tax adjustments, net(7) 49 0.04
Non-GAAP $ 24,700 $ 8,417 65.9 % $ 6,162 24.9 % $ 6,051 $ 4,999 $ 3.87 17.0 %

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million or $0.01 for EPS figures, and, therefore, may not sum.

(2)The Company recognized $121 million of accelerated amortization on certain intangible assets within the Cardiovascular Portfolio.

(3)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(4)The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and gains related to certain business or asset sales. Exit of business-related charges primarily relate to the impending separation of the Diabetes business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(5)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(6)Reflects adjustments to the Company's Italian payback accruals resulting from the two July 22, 2024 rulings by the Constitutional Court and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

(7)The charges for the nine months ended January 23, 2026 primarily includes a tax benefit recognized due to a change in interest accrued on uncertain tax positions, offset by amortization of previously established deferred tax assets arising from intercompany intellectual property transactions. The charges for the nine months ended January 24, 2025 primarily includes amortization of previously established deferred tax assets arising from intercompany intellectual property transactions.

(8)The charges represent incremental costs of complying with the new European Union (E.U.) medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses. We consider these costs to be duplicative of previously incurred costs and/or one-time costs.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Three months ended January 23, 2026
(in millions) Net Sales SG&A Expense SG&A Expense as a % of Net Sales R&D Expense R&D Expense as a % of Net Sales Other Operating (Income) Expense, net Other Operating (Inc.)/Exp., net as a % of Net Sales Other Non-Operating Income, net
GAAP $ 9,017 $ 2,956 32.8 % $ 722 8.0 % $ 35 0.4 % $ (121)
Non-GAAP Adjustments:
Restructuring and associated costs(2) (6) (0.1)
Acquisition and divestiture-related items(3) (35) (0.4) 3
(Gain)/loss on minority investments(4) (8)
Non-GAAP $ 9,017 $ 2,914 32.3 % $ 722 8.0 % $ 38 0.4 % $ (130)
Nine months ended January 23, 2026
(in millions) Net Sales SG&A Expense SG&A Expense as a % of Net Sales R&D Expense R&D Expense as a % of Net Sales Other Operating (Income) Expense, net Other Operating (Inc.)/Exp., net as a % of Net Sales Other Non-Operating Income, net
GAAP $ 26,557 $ 8,727 32.9 % $ 2,202 8.3 % $ 126 0.5 % $ (247)
Non-GAAP Adjustments:
Restructuring and associated costs(2) (15)
Acquisition and divestiture-related items(3) (96) (0.3) 21 0.1
Other(5) (39)
(Gain)/loss on minority investments(4) (145)
Non-GAAP $ 26,518 $ 8,616 32.5 % $ 2,202 8.3 % $ 147 0.6 % $ (392)

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

(2)The charges primarily relate to employee termination benefits, facility related and contract termination costs, and asset write offs.

(3)The charges primarily include business combination costs, changes in fair value of contingent consideration, exit of business-related charges, and gains related to certain business or asset sales. Exit of business-related charges primarily relate to the impending separation of the Diabetes business and costs associated with the Company's June 2021 decision to stop the distribution and sale of the Medtronic HVAD System.

(4)We exclude unrealized and realized gains and losses on our minority investments as we do not believe that these components of income or expense have a direct correlation to our ongoing or future business operations.

(5)Reflects adjustments to the Company's Italian payback accruals resulting from the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015.

MEDTRONIC PLC

GAAP TO NON-GAAP RECONCILIATIONS(1)

(Unaudited)

Nine months ended
(in millions) January 23, 2026 January 24, 2025
Net cash provided by operating activities $ 4,757 $ 4,516
Additions to property, plant, and equipment (1,416) (1,400)
Free Cash Flow(2) $ 3,341 $ 3,116

See description of non-GAAP financial measures contained in the press release dated February 17, 2026.

(1)The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

(2)Free cash flow represents operating cash flows less property, plant, and equipment additions.

MEDTRONIC PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine months ended
(in millions) January 23, 2026 January 24, 2025
Operating Activities:
Net income $ 3,578 $ 3,630
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,242 2,021
Provision for credit losses 102 96
Deferred income taxes 59 (81)
Stock-based compensation 362 340
Other, net 280 14
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable, net 87 (184)
Inventories (803) (478)
Accounts payable and accrued liabilities (77) (157)
Other operating assets and liabilities (1,074) (685)
Net cash provided by operating activities 4,757 4,516
Investing Activities:
Acquisitions, net of cash acquired (98)
Additions to property, plant, and equipment (1,416) (1,400)
Purchases of investments (6,572) (6,093)
Sales and maturities of investments 5,982 6,255
Other investing activities, net (10) (111)
Net cash used in investing activities (2,017) (1,447)
Financing Activities:
Change in current debt obligations, net 173 (1,070)
Issuance of long-term debt 1,747 3,209
Payments on long-term debt (2,930)
Dividends to shareholders (2,731) (2,692)
Issuance of ordinary shares 419 400
Repurchase of ordinary shares (600) (2,961)
Other financing activities, net 60 96
Net cash used in financing activities (3,863) (3,018)
Effect of exchange rate changes on cash and cash equivalents 52 (95)
Net change in cash and cash equivalents (1,072) (44)
Cash and cash equivalents at beginning of period 2,218 1,284
Cash and cash equivalents at end of period $ 1,147 $ 1,240
Supplemental Cash Flow Information
Cash paid for:
Income taxes $ 1,598 $ 1,515
Interest 573 567

The data in this schedule has been intentionally rounded to the nearest million, and, therefore, may not sum.

16