Form 4: MiniMed CFO Converts Medtronic Awards to MMED RSUs
Insider Transaction Report
MiniMed Group's EVP and CFO, Chad Spooner, converted his Medtronic equity awards into 269,401 MiniMed restricted stock units following the company's separation from Medtronic plc.
Summary
- Chad Spooner, Executive Vice President and Chief Financial Officer of MiniMed Group, Inc. (MMED), reported the acquisition of 269,401 shares of MMED common stock in the form of Restricted Stock Units (RSUs).
- The transaction occurred on March 11, 2026, as a conversion of Medtronic plc equity awards held by Mr. Spooner.
- This conversion is a direct result of MMED's separation from Medtronic plc, which became effective on March 9, 2026.
- The conversion was executed pursuant to the terms of an Employee Matters Agreement (EMA) dated March 1, 2026, between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc.
- The conversion ratio was based on the average closing trading prices of Medtronic ordinary shares (for the three days ending March 6, 2026) and MMED common stock (for the three days starting March 9, 2026).
- The granted MMED RSUs are part of the 2026 MiniMed Group, Inc. Long Term Incentive Plan (LTIP).
- A tranche of 70,896 MMED RSUs will vest on April 28, 2028.
- Another tranche of 127,609 MMED RSUs will vest in three equal installments on July 28, 2026, July 28, 2027, and July 28, 2028.
- A final tranche of 70,896 MMED RSUs will vest on July 28, 2028.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a moderately positive development, as it represents a routine but important step in aligning executive compensation with the new corporate structure post-spin-off, fostering long-term commitment.
Positives
- The conversion of Medtronic awards into MiniMed RSUs aligns the financial interests of a key executive, Chad Spooner, with the long-term performance of MiniMed Group, Inc.
- The grant of RSUs under the 2026 MiniMed Group, Inc. Long Term Incentive Plan (LTIP) indicates a structured approach to executive compensation post-separation, designed to retain and incentivize management.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that the conversion of executive equity awards is a standard procedure following a corporate spin-off or separation. This ensures continuity in executive compensation and aligns management incentives with the performance of the newly independent entity. The use of Restricted Stock Units with multi-year vesting schedules is a common practice to promote long-term commitment and performance.
Related Party Transactions
- The Employee Matters Agreement (EMA) dated March 1, 2026, was executed between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc. (likely a MiniMed Group entity), facilitating the conversion of equity awards as part of the separation.
Stakeholder Impact
- Shareholders: The conversion of equity awards for a key executive aligns management's interests with shareholder value creation over the long term, as the value of the RSUs is tied to the company's stock performance.
- Employees: The transaction is part of a broader plan for employee equity awards post-separation, indicating a structured approach to compensation and retention for employees transitioning from Medtronic to MiniMed.
Next Steps
- Vesting of 127,609 MMED RSUs in three equal installments on July 28, 2026, July 28, 2027, and July 28, 2028.
- Vesting of 70,896 MMED RSUs on April 28, 2028.
- Vesting of 70,896 MMED RSUs on July 28, 2028.
Key Dates
| Date | Description |
|---|---|
| 03/01/2026 | Date of the Employee Matters Agreement (EMA) between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc. |
| 03/06/2026 | End of the three-day period for calculating the average closing trading price of Medtronic ordinary shares for the equity award conversion. |
| 03/09/2026 | Effective date of MMED's separation from Medtronic plc; also the start of the three-day period for calculating the average closing trading price of MMED common stock for the equity award conversion. |
| 03/11/2026 | Transaction date for the conversion of Medtronic Awards into MMED RSUs for Chad Spooner. |
| 03/13/2026 | Date the Form 4 was signed by Bryan F. Kelly, attorney-in-fact for Chad Spooner. |
| 07/28/2026 | First vesting date for a portion of the 127,609 MMED RSUs. |
| 07/28/2027 | Second vesting date for a portion of the 127,609 MMED RSUs. |
| 04/28/2028 | Vesting date for 70,896 MMED RSUs. |
| 07/28/2028 | Third and final vesting date for a portion of the 127,609 MMED RSUs, and vesting date for another 70,896 MMED RSUs. |
Keywords
MiniMed Group, MMED, Medtronic, Form 4, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Equity Award Conversion, Separation, Spin-off, Chad Spooner, Long Term Incentive Plan
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.