mdt-20260123

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒			QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended January 23, 2026

☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from __________ to __________

Commission File Number 001-43183


MiniMed Group, Inc.
(Exact name of registrant as specified in its charter)

Delaware			33-3985981
(State of incorporation)			(I.R.S. Employer Identification No.)

18000 Devonshire St.

Northridge, CA 91325

(Address of principal executive offices) (Zip Code)

(763) 514-4000

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MMED	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☒

Smaller Reporting 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 1(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 11, 2026, 280,819,988 shares of the registrant were outstanding.

TABLE OF CONTENTS




Part I	Financial Information
Item 1	Financial Statements (U naudited)	1
	Condensed Combined Statements of Operations for the Three and Nine Months Ended January 23, 2026 and January 24, 2025 (Unaudited)	1
	Condensed Combined Statements of Comprehensive Income (Loss ) for the Three and Nine Months Ended January 23, 2026 and January 24, 2025 (Unaudited)	2
	Condensed Combined Balance Sheets at January 23, 2026 (Unaudited) and April 25, 2025	3
	Condensed Combined Statements of Equity for the Three and Nine Months Ended January 23, 2026 and January 24, 2025 (Unaudited)	4
	Condensed Combined Statements of Cash Flows for the Nine Months Ended January 23, 2026 and January 24, 2025 (Unaudited)	5
	Notes to Condensed Combined Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4	Controls and Procedures	39
Part II	Other Information
Item 1	Legal Proceedings	40
Item 1A	Risk Factors	40
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3	Defaults Upon Senior Securities	40
Item 4	Mine Safety Disclosures	40
Item 5	Other Information	41
Item 6	Exhibits	42
	Signature	43

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
(in millions, except share and per share data)	January 23, 2026		January 24, 2025		January 23, 2026		January 24, 2025
Net sales	$	790	$	687	$	2,265	$	1,991
Cost of products sold	428		292		1,065		869
Gross Profit	362		395		1,200		1,123
Operating expenses:

Research and development expense	114		112		349		329
Selling, general, and administrative expense	309		268		884		804


Certain litigation charges, net	(6)		—		11		—
Other operating expense (income), net	45		(7)		53		(12)
Operating (loss) profit	(100)		21		(97)		2
Other non-operating (income) expense, net	—		—		—		1

(Loss) profit before income taxes	(99)		21		(97)		1
Income tax provision	12		28		35		31
Net loss	(111)		(7)		(132)		(30)
Net income attributable to noncontrolling interests	(8)		(3)		(16)		(10)
Net loss attributable to the Company	$	(119)	$	(10)	$	(148)	$	(41)

Loss per share:
Basic and diluted	$	(0.47)	$	(0.04)	$	(0.59)	$	(0.16)

Weighted-average shares outstanding
Basic and diluted	252,813,348		252,813,348		252,813,348		252,813,348

The accompanying notes are an integral part of these condensed combined financial statements.

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended				Nine Months Ended
(in millions)	January 23, 2026		January 24, 2025		January 23, 2026		January 24, 2025
Net loss	$	(111)	$	(7)	$	(132)	$	(30)
Other comprehensive income (loss), net of tax:
Translation adjustment	5		(10)		11		(7)



Other comprehensive income (loss), net of tax:	5		(10)		11		(7)
Comprehensive loss attributable to the Company	$	(106)	$	(17)	$	(121)	$	(37)

The accompanying notes are an integral part of these condensed combined financial statements.

MINIMED GROUP, INC.

CONDENSED COMBINED BALANCE SHEETS


(in millions)	January 23, 2026		April 25, 2025
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	10	$	11

Accounts receivable, less allowances and credit losses of $64 and $46, respectively	653		570
Inventories	408		311
Other current assets	37		48
Total current assets	1,108		939
Property, plant, and equipment, net	701		706
Goodwill	2,256		2,255
Other intangible assets, net	113		132
Tax assets	19		19
Other assets	146		150
Total assets	$	4,343	$	4,201
LIABILITIES AND EQUITY
Current liabilities:

Accounts payable	$	303	$	205
Accrued compensation	184		182
Accrued rebates	48		51
Other accrued expenses	161		271
Total current liabilities	696		710




Other liabilities	184		162
Total liabilities	881		871
Commitments and contingencies Note 15
Parent company equity:


Net investment from Parent	3,449		3,328
Accumulated other comprehensive income	14		3
Total Parent company equity	3,462		3,330


Total liabilities and Parent company equity	$	4,343	$	4,201

The accompanying notes are an integral part of these condensed combined financial statements.

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF EQUITY

(Unaudited)


	Parent company investment		Accumulated other comprehensive income (loss)		Total Parent company equity
(in millions)
April 25, 2025	$	3,328	$	3	$	3,330
Net loss	(16)		—		(16)
Net transfers from Parent	212		—		212
Other comprehensive income	—		11		11
July 25, 2025	$	3,524	$	13	$	3,537
Net loss	(5)		—		(5)
Net transfers from Parent	32		—		32
Other comprehensive loss	—		(5)		(5)
October 24, 2025	$	3,551	$	8	$	3,560
Net loss	(111)		—		(111)
Net transfers from Parent	9		—		9
Other comprehensive income	—		5		5
January 23, 2026	$	3,449	$	14	$	3,462


	Parent company investment		Accumulated other comprehensive income (loss)		Total Parent company equity
(in millions)
April 26, 2024	$	3,464	$	(16)	$	3,448
Net loss	(19)		—		(19)
Net transfers from Parent	48		—		48
Other comprehensive income	—		6		6
July 26, 2024	$	3,493	$	(11)	$	3,482
Net loss	(5)		—		(5)
Net transfers to Parent	(13)		—		(13)
Other comprehensive loss	—		(2)		(2)
October 25, 2024	$	3,475	$	(13)	$	3,462
Net loss	(7)		—		(7)
Net transfers from Parent	40		—		40
Other comprehensive loss	—		(10)		(10)
January 24, 2025	$	3,508	$	(23)	$	3,485

The accompanying notes are an integral part of these condensed combined financial statements.

MINIMED GROUP, INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Unaudited)


	Nine Months Ended
(in millions)	January 23, 2026		January 24, 2025
Operating Activities:
Net loss	$	(132)	$	(30)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	117		105
Provision for credit losses	21		13
Deferred income taxes	1		—
Stock-based compensation	38		32
Postretirement benefit plan expense	6		6
Asset write-offs	84		—
Other, net	17		4
Change in operating assets and liabilities:
Accounts receivable, net	(94)		(36)
Inventories	(93)		(41)
Accounts payable and accrued liabilities	(26)		4
Other operating assets and liabilities	35		1


Net cash (used in) provided by operating activities	(27)		57
Investing Activities:


Additions to property, plant, and equipment	(167)		(136)


Other investing activities, net	(10)		—
Net cash used in investing activities	(177)		(136)
Financing Activities:








Net transfers from Parent	204		37
Other financing activities, net	—		(2)
Net cash provided by financing activities	204		35

Net change in cash and cash equivalents	—		(44)
Cash and cash equivalents at beginning of period	11		54
Cash and cash equivalents at end of period	$	10	$	10

The accompanying notes are an integral part of these condensed combined financial statements.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of the Business and Basis of Presentation

MiniMed Group, Inc. (“MiniMed” or the “Company”) is a medical technology company focused on the development, manufacture, and commercialization of insulin pumps, continuous glucose monitoring (“CGM”) systems, related consumables, smart pens, and digital health solutions for the management of Type 1 and Type 2 diabetes.

Basis of Presentation

Prior to March 6, 2026, the Company operated as the diabetes business of Medtronic plc (“Medtronic” or the “Parent”) and did not exist as a separate, stand‑alone legal entity. The accompanying unaudited condensed combined financial statements present the historical financial position, results of operations, and cash flows of the diabetes business as historically managed within Medtronic (the “Diabetes Business” or the “Company”), prepared on a carve‑out basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The condensed combined financial statements have been prepared in U.S. dollars and should be read in conjunction with the Company’s audited combined financial statements and related notes for the fiscal year ended April 25, 2025, contained in the Company’s final prospectus filed on March 6, 2026 with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1 (the “IPO Prospectus”). The accounting policies applied are consistent with those used by Medtronic. In the opinion of management, these condensed combined financial statements reflect all adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented. The condensed combined financial statements are unaudited and, due to rounding, certain totals may not sum precisely.

All revenues, costs, assets, and liabilities that are either legally attributable to or directly associated with the Company’s business activities are included in the condensed combined financial statements herein. Also, the Company has historically functioned together with other businesses controlled by Medtronic. Accordingly, the Company relied on Medtronic's corporate and other support functions for its business and certain corporate and shared expenses have been allocated, including, but not limited to, finance and accounting, legal, information technology, human resources, facilities, warehousing, distribution, logistics, marketing, insurance, employee benefits and incentives, restructuring and associated costs, and stock-based compensation. However, the allocations may not reflect the expenses the Company would have incurred if the Company had been a standalone company for the periods presented. Total costs allocated to the Company were $90 million and $269 million for the three and nine months ended January 23, 2026, respectively, compared to $89 million and $259 million, for the three and nine months ended January 24, 2025, respectively, and are included in the condensed combined statements of operations. All such amounts have been deemed to have been incurred and settled by the Company in the period in which the costs were recorded and are included in Net investment from Parent. All of these expenses have been allocated on a basis considered reasonable by management, using either specific identification when identifiable, or proportional allocations determined on the basis of revenue, usage, headcount, or other measures. Management considers the basis on which these expenses have been allocated to be a reasonable reflection of the utilization of such services by the Company.

The condensed combined financial statements also include certain assets and liabilities that have historically been recorded at the Medtronic corporate level but are specifically identifiable or otherwise attributable to the Company. Cash and cash equivalents legally owned and held by the Company are reflected in the condensed combined balance sheets. Cash pooling, related interest, and intercompany arrangements are excluded from the asset and liability balances in the condensed combined balance sheets. Third-party debt and related interest expense of Medtronic were not attributed to the Company for the periods presented as the Company is not the sole legal obligor of such debt and Medtronic’s borrowings were not directly attributable to the Company, nor secured solely by the Company’s assets or guaranteed by the Company.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

Net investment from Parent represents Medtronic’s interest in the Company’s net assets. As a direct ownership relationship does not exist between the various entities of the Company, Net investment from Parent is shown in the condensed combined balance sheets herein. All significant transactions between Medtronic and the Company have been included in the condensed combined financial statements. All intercompany transactions and balances have been eliminated. Medtronic uses a centralized approach to cash management and financing of its operations and Medtronic funds the Company’s operating and investing activities as needed. The Company historically participated in related cash pooling arrangements to maximize the availability of cash for general operating and investing purposes. Under these cash pooling arrangements, cash balances are remitted regularly from the Company’s accounts. As a result of our participation in Medtronic’s centralized cash management arrangements, the Company holds limited cash. Therefore, the Company continued to be funded through Medtronic’s cash management strategy through the initial public offering (“IPO”) date and related separation from Medtronic (refer to Note 18, “Subsequent Events” for more information). As a result of the IPO, the Company retained approximately $309 million of net proceeds. Additionally, the Company entered into a five‑year senior secured revolving credit facility providing for aggregate borrowings of $500 million (refer to Note 9, “Debt”). Accordingly, management believes that the Company will have sufficient liquidity to continue as a going concern. Transactions between Medtronic and the Company are deemed to have been settled immediately through Medtronic's net investment. The net effect of the settlement of related party transactions is reflected as “Net transfers from Parent,” a financing activity in the condensed combined statements of cash flows and “Net investment from Parent” in the condensed combined balance sheets.

There have been no material changes to our significant accounting policies, as disclosed in Note 1, “Summary of Significant Accounting Policies,” to the audited combined financial statements for the fiscal year ended April 25, 2025 included in the IPO Prospectus.

Use of Estimates

The preparation of the condensed combined financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed combined financial statements and accompanying notes. Estimates are used when accounting for items such as income taxes, contingencies, goodwill and intangible assets, equity investments, rebates, and liability valuations. Actual results may or may not differ from those estimates.

Initial Public Offering

On March 6, 2026, the Company launched its IPO through the sale of 28,000,000 shares of common stock, par value $0.01 per share, at an initial public offering price of $20.00 per share. The IPO closed on March 9, 2026. Immediately prior to the IPO, on March 5, 2026, the Company’s outstanding common stock was converted from 100 shares of common stock to 252,813,348 shares of common stock. For the purposes of the Company’s earnings per share calculations, the converted shares are being retrospectively reflected for all periods presented. For the periods prior to the IPO, there were no dilutive equity instruments or equity awards of the Company outstanding prior to the IPO. The Company’s common stock is listed on the Nasdaq Stock Market LLC under the symbol “MMED.” Refer to Note 18, “Subsequent Events,” for more information.

Note 2. New Accounting Pronouncements

Recently Adopted Accounting Standards

For the nine months ended January 23, 2026, there were no newly adopted accounting pronouncements that materially impacted the Company’s condensed combined financial statements. Refer to Note 1, “Summary of Significant Accounting Policies,” in the audited combined financial statements for the fiscal year ended April 25, 2025, in the Company’s IPO Prospectus, for pronouncements recently adopted.

Not Yet Adopted Accounting Standards

Income Taxes

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for the annual report. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220-40), which requires tabular disclosures disaggregating certain costs and expenses within relevant income statement captions. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2028 for the annual report and for interim periods starting in fiscal year 2029. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40), to increase the operability of the recognition guidance by removing all references to "development stages" and clarifying when an entity is required to start capitalizing software costs. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2029. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.

Derivatives and Hedging and Revenue from Contracts with Customers

In September 2025, the FASB issued ASU 2025-07, Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (Topics 815 and 606). The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting. This ASU also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2028, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statements.

Government Grants

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities (Topic 832), to establish authoritative guidance on the accounting for government grants received by business entities, including guidance for grants related to an asset and grants related to income. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2030. The Company is currently evaluating the potential effect that the updated standard will have on its financial statements.

Note 3. Revenue

The Company's revenues are principally derived from the sale of reusable and single-use products which together comprise automated insulin delivery (AID) systems and smart multiple daily injection (MDI) systems for diabetes management to individuals, distributors, healthcare providers, and other institutions globally.

The table below includes net sales by geography for the three and nine months ended January 23, 2026 and January 24, 2025:


	Three Months Ended				Nine Months Ended
(in millions)	January 23, 2026		January 24, 2025		January 23, 2026		January 24, 2025
U.S.(1)	$	242	$	231	$	679	$	668
International(2)	548		456		1,586		1,323
Total	$	790	$	687	$	2,265	$	1,991

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

(2)International includes all other non-U.S. countries.

MINIMED GROUP, INC.

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

The table below includes net sales by product category for the three and nine months ended January 23, 2026 and January 24, 2025:


	Three Months Ended				Nine Months Ended
(in millions)	January 23, 2026		January 24, 2025		January 23, 2026		January 24, 2025
Pumps	$	151	$	136	$	401	$	387
Consumables	244		213		707		632
CGM	390		330		1,133		968
Other (1)	5		8		24		4
Total	$	790	$	687	$	2,265	$	1,991

(1) Primarily includes revenue generated from the sale of smart insulin pens and services. Amounts in this line also reflect adjustments to the Company's Italian payback accruals resulting from two rulings in 2024 by the Constitutional Court of Italy and the Legislative Decree published by the Italian government on June 30, 2025 for certain prior years since 2015. Refer to Note 15, “Commitments and Contingencies,” for more information.

At January 23, 2026, $48 million of rebates and other adjustments were classified as accrued rebates and $48 million of rebates and other adjustments were classified as other liabilities in the condensed combined balance sheets. At April 25, 2025, $51 million of rebates and other adjustments were classified as accrued rebates and $38 million of rebates and other adjustments were classified as other liabilities in the condensed combined balance sheets. There was $7 million and $5 million of return reserves classified as other accrued expenses in the condensed combined balance sheets at January 23, 2026 and April 25, 2025, respectively.

During the nine months ended January 24, 2025, the Company recognized $20 million of incremental Italian payback accruals resulting from the July 22, 2024 rulings by the Constitutional Court of Italy relating to certain prior years since 2015. During the nine months ended January 23, 2026, the Company decreased its accrual for the Italian payback by $7 million resulting from the June 30, 2025 legislative decree published by the Italian government and formalized into law in August 2025 confirming a reduction of the amounts due for years 2015 to 2018. The changes in estimates related to the Italian payback accruals were recognized as adjustments to net sales in the condensed combined statements of operations. Refer to Note 15, “Commitments and Contingencies,” for additional information. Other adjustments to variable consideration during the three and nine months ended January 23, 2026 and January 24, 2025 were not material.

Deferred Revenue and Remaining Performance Obligations

Deferred revenue at January 23, 2026 and April 25, 2025 was $17 million and $15 million, respectively. At January 23, 2026 and April 25, 2025, $13 million and $11 million was included in other accrued expenses, respectively, and $4 million and $3 million was included in other liabilities, respectively in the condensed combined balance sheets. During the nine months ended January 23, 2026, the Company recognized $7 million of revenue that was included in deferred revenue as of April 25, 2025. During the nine months ended January 24, 2025, the Company recognized $11 million of revenue that was included in deferred revenue as of April 26, 2024.

Remaining performance obligations include goods and services that have not yet been delivered or provided under existing, noncancellable contracts with minimum purchase commitments. At January 23, 2026, the estimated revenue expected to be recognized in future periods related to unsatisfied performance obligations for executed contracts with an original duration of one year or more was approximately $23 million. The Company expects to recognize revenue on the majority of these remaining performance obligations over the next three years.

Note 4.

SEC Form 10-Q filed by MiniMed Group Inc.