MiniMed Group, Inc.·4

Mar 13, 7:26 PM ET

Wills Courtney Nelson 4

4 · MiniMed Group, Inc. · Filed Mar 13, 2026

Research Summary

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MiniMed (MMED) SVP General Counsel Wills Nelson Receives RSU Awards

What Happened
Wills Courtney Nelson, Senior Vice President and General Counsel of MiniMed Group, Inc. (MMED), was granted a total of 55,063 restricted stock units (RSUs) on March 11, 2026. These RSUs resulted from the conversion of previously held Medtronic restricted stock units and performance share units in connection with MMED’s March 9, 2026 separation from Medtronic. No per-share price is reported (transaction code A = award/grant); these are time-vesting equity awards rather than open-market purchases or sales.

Key Details

  • Transaction date reported: March 11, 2026; Form 4 filed March 13, 2026 (timely within the 2-business-day requirement).
  • Total RSUs granted: 55,063 (individual awards listed: 18,082; 955; 11,486; 5,151; 13,646; 5,743). Price: N/A (conversion-based awards).
  • Vesting: Awards are time-vesting RSUs under MMED’s 2026 Long Term Incentive Plan with vesting dates that vary (examples include April 30, 2027; July 31, 2026; July 29, 2027; April 28, 2028).
  • Conversion mechanics: The grants stem from an Equity Award Conversion under the Employee Matters Agreement — conversion amounts were based in part on average closing prices of Medtronic and MMED shares around the separation dates.
  • Shares owned after transaction: not specified in the reported data.
  • Filing code: A (award/grant). This is a corporate conversion of existing Medtronic awards, not a buy/sell transaction.

Context
These RSUs were converted from legacy Medtronic awards as part of the corporate separation and will convert to shares only as they vest; they are not immediate purchases or sales and therefore do not directly signal buying or selling intent. For retail investors, converted/time-vesting awards are common in spin-offs and separations and primarily reflect compensation and retention arrangements rather than market views by the insider.

Insider Transaction Report

Form 4
Period: 2026-03-11
Transactions
  • Award

    Common Stock

    [F1][F2][F3][F4]
    2026-03-11+18,08218,082 total
  • Award

    Common Stock

    [F1][F2][F5][F4]
    2026-03-11+955955 total
  • Award

    Common Stock

    [F1][F2][F6][F4]
    2026-03-11+11,48611,486 total
  • Award

    Common Stock

    [F1][F2][F7][F4]
    2026-03-11+5,1515,151 total
  • Award

    Common Stock

    [F1][F2][F8][F4]
    2026-03-11+13,64613,646 total
  • Award

    Common Stock

    [F1][F2][F9][F4]
    2026-03-11+5,7435,743 total
Footnotes (9)
  • [F1]In connection with MMED's separation from Medtronic plc ("Medtronic") effective March 9, 2026 (the "Separation"), as further described in MMED's current report on Form 8-K filed on March 9, 2026, certain restricted stock units and performance share units granted by Medtronic held by the Reporting Person (the "Medtronic Awards") were converted into time-vesting restricted stock units denominated in shares of MMED's common stock ("MMED RSUs") pursuant to the terms of the Employee Matters Agreement, dated as of March 1, 2026, by and between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc. (the "EMA").
  • [F2]Pursuant to the terms of the EMA, the Medtronic Awards were converted into MMED RSUs based, in part, on (i) the average closing trading price of a Medtronic ordinary share for the last three consecutive trading days ending on March 6, 2026 and (ii) the average closing trading price of a share of MMED common stock for three consecutive trading days starting with and including March 9, 2026 (the "Equity Award Conversion").
  • [F3]Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the 2026 MiniMed Group, Inc. Long Term Incentive Plan (the "LTIP") and vest on April 30, 2027.
  • [F4]Includes shares to be issued in connection with the vesting of one or more restricted stock units.
  • [F5]Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on April 30, 2027.
  • [F6]Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on April 28, 2028.
  • [F7]Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 31, 2026.
  • [F8]Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 29, 2027.
  • [F9]Represents the grant of MMED RSUs upon the conversion of certain Medtronic Awards held by the Reporting Person pursuant to the Equity Award Conversion. The MMED RSUs were granted pursuant to the LTIP and vest on July 28, 2028.
Signature
/s/ Bryan F. Kelly, attorney-in-fact|2026-03-13

Documents

1 file
  • 4
    wk-form4_1773444373.xmlPrimary

    FORM 4