RMD: Other company developments

Item 8.01. Other Events. On August 31, 2026, ResMed Inc. (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Citibank, N.A. (“Citibank”) to repurchase $450.0 million of the Company’s shares of common stock, par value $0.004 per share (“Common Stock”). The Company is conducting the accelerated share repurchase under a repurchase authorization for an aggregate of 20,000,000 shares of Common Stock approved by its board of directors in February 2014. The Company intends to fund the accelerated share repurchase with the proceeds from the sale of its MatrixCare business and cash on hand. This ASR transaction was contemplated in the guidance we issued for fiscal year 2027 during our Q4 FY26 earnings call on August 6, 2026. Pursuant to the ASR Agreement, the Company will make a payment of $450.0 million to Citibank on September 3, 2026 and expects to receive on the same day an initial delivery from Citibank of a number of shares of Common Stock equal to 80% of $450.0 million divided by the closing price of the Common Stock on September 2, 2026. The final number of shares of Common Stock to be repurchased by the Company under the ASR Agreement will be based on the average of the daily volume weighted average price of Common Stock during the term of the ASR Agreement, less a discount and subject to potential adjustments pursuant to the terms of the ASR Agreement. At settlement, Citibank may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to Citibank. Final settlement of the transaction under the ASR Agreement is scheduled to occur in December 2026, but may be completed earli