MiniMed Group, Inc. (MMED): M&A transaction — MiniMed Group completes IPO, raises ~$560M; Medtronic retains 90% ownership

On January 15, 2026, KH2 entered into a credit agreement which provides for a five-year senior secured revolving credit facility (the “ Revolving Credit Facility ”) in an aggregate principal amount of $500 million to be made available in U.S. dollars and certain approved alternative currencies, initially including Euros, with Citibank, N.A. serving as administrative agent for a syndicate of lenders.

On March 6, 2026, the Company amended and restated its certificate of incorporation (as so amended and restated, the “ Certificate of Incorporation ”).

On March 6, 2026, the Company amended and restated its bylaws (as so amended and restated, the “ Bylaws ”).

The description of the Company’s merger with KH2 set forth under Item 1.01 above is incorporated herein by reference.

• Tax Matters Agreement, which governs the Company and Medtronic’s respective rights, responsibilities, and obligations with respect to tax matters, including tax liabilities (including responsibility and potential indemnification obligations for taxes attributable to the Company’s business and taxes arising, under certain circumstances, in connection with the Separation and the Divestment, if pursued), tax attributes, tax contests, and tax returns.

• Separation Agreement, which sets forth the Company’s agreements with Medtronic regarding the principal actions to be taken in connection with the Separation and governs, among other matters, (1) the allocation of assets and liabilities to the Company and Medtronic (including the Company’s indemnification obligations, for potentially uncapped amounts, for certain liabilities relating to the Company’s business activities, whether incurred prior to or following the completion of the IPO) and (2) certain matters with respect to the IPO and Medtronic’s intended tax-free distribution to its shareholders of all or a portion of its remaining equity interest in the Company (such distribution, the “ Divestment ”).

• Transition Services Agreement, pursuant to which Medtronic provides to the Company and the Company provides to Medtronic certain services for a limited period of time following the completion of the Separation.

On March 5, 2026, the Company entered into a merger agreement with KH2 and KH2 merged with and into the Company, with the Company surviving the merger.

• Registration Rights Agreement, pursuant to which the Company has granted Medtronic certain registration rights with respect to the shares of Common Stock owned by Medtronic following the completion of the IPO.