美敦力美股招股说明书(2025-09-16版)

€750,000,000 2.950% Senior Notes due 2030 €750,000,000 4.200% Senior Notes due 2045 Fully and Unconditionally Guaranteed byMEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC GLOBAL HOLDINGS S.C.A. Medtronic, Inc., a Minnesota corporation (“Medtronic, Inc.”) is offering €750,000,000 aggregate principal amount of 2.950% senior notes due 2030 (the “2030 notes”) and€750,000,000 aggregate principal amount of 4.200% senior notes due 2045 (the “2045 notes” and, together with the 2030 notes, the “notes”). The 2030 notes will mature onOctober 15, 2030 and the 2045 notes will mature on October 15, 2045. Interest will be paid on the notes on October 15 of each year, beginning on October 15, 2025. The notes may be redeemed, in whole or in part, at any time prior to their maturity at the applicable redemption prices described in this prospectus supplement under the heading,“Description of Notes—Optional Redemption.” In addition, the notes of either series may be redeemed in whole but not in part, at any time at our option, in the event of certaindevelopments affecting U.S., Irish or Luxembourg taxation. See “Description of Notes—Redemption Upon Changes in Withholding Taxes.” The notes will be general unsecured senior obligations of Medtronic, Inc. and will rank equally in right of payment with all of Medtronic, Inc.’s other existing and future unsecuredsenior obligations and will rank senior to any subordinated indebtedness that Medtronic, Inc. may incur. All of Medtronic, Inc.’s obligations under the notes will be fully andunconditionally guaranteed on a joint and several basis by Medtronic Public Limited Company (“Medtronic plc”) and Medtronic Global Holdings S.C.A. (“Medtronic Luxco”) ona senior unsecured basis (the “guarantees”). Medtronic plc is an indirect parent company, and Medtronic Luxco is an indirect parent company, of Medtronic, Inc. The guaranteeswill rank equally in right of payment with all of Medtronic plc’s and Medtronic Luxco’s other existing and future unsecured senior obligations. Medtronic, Inc. intends to apply to list the notes on the New York Stock Exchange. The listing application will be subject to approval by the New York Stock Exchange. Upon suchlisting, Medtronic, Inc. will use commercially reasonable efforts to maintain such listing and satisfy the requirements for such continued listing as long as the notes are outstanding.The New York Stock Exchange is not a regulated market for the purposes of the EU Directive on Markets in Financial Instruments (2014/65/EU) (as amended, “MiFID II”) or suchdirective as it forms part of UK law (“UK MiFIR”). (1)The prices to investors set forth above do not include accrued interest, if any. Interest on the notes will accrue from September29, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the notes to purchasers through the book-entry system of Clearstream Banking S.A. and Euroclear Bank S.A./N.V. against payment on or about Goldman Sachs& Co. LLC TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSTABILIZATIONNOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREANOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOMFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONEXCHANGE RATESDESCRIPTION OF NOTESCERTAIN TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEFORWARD-LOOKING STATEMENTSSUMMARYUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES OF MEDTRONIC GLOBAL HOLDINGS S.C.A.DESCRIPTION OF DEBT SECURITIES OF MEDTRONIC, INC.FORMS OF DEBT SECURITIESPLAN OF DISTRIBUTIONSERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIESLEGAL MATTERSEXPERTS Neither we nor the underwriters have authorized any person to provide you with information other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or towhich we have referred you. We and the underwriters have no responsibility for, and can provide no assurance as to, the reliability of any otherinformation that others may provide to you. We and the underwriters are not making an offer of the notes in any jurisdiction where the offer isnot permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus or any free writing prospectus is accurate as of any date other than the date on the front of that document. Ourbusiness, financial condition, results of operations and prospects may have changed since those dates. ABOUT