RESMED INC

(1)Summary of Significant Accounting Policies

Organization and Basis of Presentation

ResMed Inc. (referred to herein as "Resmed", “we”, “us”, “our” or the “Company”) is a Delaware corporation formed in March 1994 as a holding company for the Resmed Group. Through our subsidiaries, we design, manufacture and market equipment for the diagnosis and treatment of a broad range of sleep and related breathing health disorders, including obstructive sleep apnea. Our manufacturing operations are located in Australia, Singapore, Malaysia, France, China and the United States, or the U.S., and our major distribution and sales sites are located in the U.S., Germany, France, the United Kingdom, Switzerland, Australia, Japan, China, Finland, Norway and Sweden. We also operate a software as a service, or SaaS, business in the U.S. and Germany that includes residential care software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and the rules of the U.S. Securities and Exchange Commission, or the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to state fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2027.

The condensed consolidated financial statements for the three months ended September 30, 2026 and September 30, 2025 are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K, or Form 10-K, for the year ended June 30, 2026.

Reclassification of Prior-period Amounts

During the first quarter of fiscal year 2027, we revised the presentation of restructuring expenses and amortization of acquired intangibles in our condensed consolidated statements of operations. Restructuring expenses, which were previously presented as a separate line item within operating expenses, are now classified within cost of sales, research and development expenses, and selling, general and administrative expenses based on the function of the associated costs. In connection with this change, we renamed "restructuring expenses" as "restructuring and business transformation expenses" to reflect the broader nature of the costs included within this category. Amortization of acquired intangibles relating to cost of sales is no longer presented as a separate line item within cost of sales. Amortization of acquired intangibles relating to operating expenses are now classified within selling, general and administrative expenses.

Prior-period amounts have been reclassified to conform to the current-period presentation. The reclassifications had no effect on previously reported income from operations, income before income taxes, net income, earnings per share or cash flows. The following table reconciles previously reported amounts to the revised presentation (in thousands):

Revenue Recognition

In accordance with Accounting Standards Codification, or ASC, Topic 606, “Revenue from Contracts with Customers”, we account for a contract with a customer when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We have determined that we havetwo operating segments, which are the sleep and respiratory disorders sector of the medical device industry, or Sleep and Breathing Health, and the supply of business management SaaS to residential care providers, or Residential Care Software. Our Sleep and Breathing Health revenue relates primarily to the sale of our products that are therapy-based equipment. Some contracts include additional performance obligations such as the provision of extended warranties and provision of data for patient monitoring. Our Residential Care Software revenue relates to the provision of software access with ongoing support and maintenance services as well as professional services such as training and consulting.

Disaggregation of revenue

The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):

Performance obligations and contract balances

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of risk and/or control of our products at a point in time. For products in our Sleep and Breathing Health business, we transfer control and recognize a sale when products are shipped to the customer in accordance with the contractual shipping terms. For our Residential Care Software business, revenue associated with cloud-hosted services are recognized as they are provided. The timing of revenue recognition may differ from the timing of invoicing to customers. Unbilled receivables arise when revenue is recognized upon the completion of performance obligations, but in advance of customer billing schedules. Unbilled receivables primarily reflect products shipped prior to invoicing under the terms of our customer agreements and timing differences related to our SaaS billing cycles. We defer the recognition of a portion of the consideration received when performance obligations are not yet satisfied. Consideration received from customers in advance of revenue recognition is classified as deferred revenue. Performance obligations resulting in deferred revenue in our Sleep and Breathing Health business relate primarily to extended warranties on our devices and the provision of data for patient monitoring. Performance obligations resulting in deferred revenue in our Residential Care Software business relate primarily to the provision of software access with maintenance and support over an agreed term and material rights associated with future discounts upon renewal of some SaaS contracts. Generally, deferred revenue will be recognized over a period ofone year tofive years. Our contracts do not contain significant financing components.

The following table summarizes our contract balances (in thousands):

As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $386 million. As of September 30, 2026, we expected to recognize 46% of our remaining performance obligations as revenue over the next 12 months with the remainder recognized thereafter.

Transaction price determination

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. In our Sleep and Breathing Health segment, the amount of consideration received and revenue recognized varies with changes in marketing incentives (e.g. rebates, discounts, free goods) and returns by our customers and their customers. When we give customers the right to return eligible products and receive credit, returns are estimated based on an analysis of our historical experience. Returns of products, excluding warranty-related returns, have historically been infrequent and insignificant. We estimate variable consideration using the expected value method at the time of the initial sale and update our estimates as additional information becomes available or the consideration becomes fixed.

We offer our Sleep and Breathing Health customers cash or product rebates based on volume or sales targets measured over quarterly or annual periods. We estimate rebates based on each customer’s expected achievement of its targets. In accounting for these rebate programs, we reduce revenue ratably as sales occur over the rebate period by the expected value of the rebates to be returned to the customer. Rebates measured over a quarterly period are updated based on actual sales results and, therefore, no estimation is required to determine the reduction to revenue. For rebates measured over annual periods, we update our estimates each quarter based on actual sales results and updated forecasts for the remaining rebate periods.

We participate in programs where we issue credits to our Sleep and Breathing Health distributors when they are required to sell our products below negotiated list prices if we have preexisting contracts with the distributors' customers. We reduce revenue for future credits at the time of sale to the distributor, which we estimate based on historical experience using the expected value method.

We also offer discounts to both our Sleep and Breathing Health as well as our Residential Care Software customers as part of normal business practice and these are deducted from revenue when the sale occurs.

When Sleep and Breathing Health or Residential Care Software contracts have multiple performance obligations, we generally use an observable price to determine the stand-alone selling price by reference to pricing and discounting practices for the specific product or service when sold separately to similar customers. Revenue is then allocated proportionately, based on the determined stand-alone selling price, to each performance obligation. An allocation is not required for many of our Sleep and Breathing Health contracts that have a single performance obligation, which is the shipment of our therapy-based equipment.

Accounting and practical expedient elections

We have elected to account for shipping and handling activities associated with our Sleep and Breathing Health segment as a fulfillment cost within cost of sales, and record shipping and handling costs collected from customers in net revenue. We have also elected for all taxes assessed by government authorities that are imposed on and concurrent with revenue-producing transactions, such as sales and value added taxes, to be excluded from revenue and presented on a net basis. We have adopted two practical expedients including the “right to invoice” practical expedient, which is relevant for some of our Residential Care Software contracts as it allows us to recognize revenue in the amount of the invoice when it corresponds directly with the value of performance completed to date. The second practical expedient adopted permits relief from considering a significant financing component when the payment for the good or service is expected to be one year or less.

Lease Revenue

We lease Sleep and Breathing Health medical devices to customers primarily as a means to comply with local health insurer requirements in certain foreign geographies. Device rental contracts are classified as operating leases, and contract terms vary by customer and include options to terminate or extend the contract. When lease contracts also include the sale of masks and accessories, we allocate contract consideration to those items on a relative standalone price basis and recognize revenue when control transfers to the customer. Operating lease revenue was $27 million for the three months ended September 30, 2026 and $26 million for the three months ended September 30, 2025 and was recorded in net revenue within the condensed consolidated statements of operations.

Cash and Cash Equivalents

Our cash and cash equivalents balance at September 30, 2026 and June 30, 2026 includes $270 million and $577 million, respectively, in institutional money market accounts held at highly rated institutions that require advance notice of up to 90 days for redemption, in accordance with the terms of the investment agreements.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements

In December 2025, the Financial Accounting Standards Board, or FASB, issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," to improve the navigability of the guidance in ASC Topic 270 and clarify when the guidance applies, including the form and content of interim financial statements and the interim disclosures required under GAAP, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for us beginning in the first quarter of the fiscal year ending June 30, 2029. Early adoption is permitted and the amendments may be applied prospectively to financial statements issued for reporting periods after the effective date of the amendment or retrospectively to all prior periods presented. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2025-10 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU No. 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities," to establish authoritative guidance in GAAP on the recognition, measurement, presentation, and disclosure for government grants received by business entities. This ASU defines a government grant, establishes when and how a grant related to an asset or income is recognized and measured, and includes presentation and disclosure requirements. ASU 2025-10 is effective for us beginning in the first quarter of the fiscal year ending June 30, 2030. Early adoption is permitted and the amendments may be applied using a modified prospective, modified retrospective or full retrospective transition method. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements

In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements," which amends existing guidance to clarify and enhance the hedge accounting guidance in ASC Topic 815 and better align hedge accounting with the economics of an entity’s risk management strategies. ASU 2025-09 is effective for us beginning in the first quarter of the fiscal year ending June 30, 2028. Early adoption is permitted and the amendments should be applied prospectively. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06, "Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which modernizes the recognition and disclosure framework for internal-use software costs, removing all references to software development project stages and introducing a more judgment-based approach. ASU 2025-06 is effective for us beginning in the first quarter of the fiscal year ending June 30, 2029. Early adoption is permitted and the amendments may either be applied prospectively to financial statements issued for reporting periods after the effective date of the amendment, retrospectively to all prior periods presented, or using a modified transition approach. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption, as well as a qualitative description of amounts remaining in relevant expense captions that

are not separately disaggregated quantitatively. ASU No. 2024-03 also requires disclosure of the total amount of selling expenses and, in annual periods, an entity's definition of selling expenses. This ASU is applicable to our Annual Report on Form 10-K for the fiscal year ended June 30, 2028, and subsequent interim periods. Early adoption is permitted and the amendments may be either applied prospectively to financial statements issued for reporting periods after the effective date of the amendment or retrospectively to all prior periods presented. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

Recently Adopted Accounting Standards

ASU 2025-05 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets," providing entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU 2025-05 became effective for us in the first quarter of the fiscal year ending June 30, 2027. We evaluated the impact of this ASU on our consolidated financial statements and disclosures, and determined it was not material.

(2)Segment Information

We have quantitatively and qualitatively determined that we operate intwo operating segments, which are the Sleep and Breathing Health segment and the Residential Care Software segment.

The identification of operating segments is based on our internal organizational structure and the information regularly reviewed by our Chief Executive Officer, who is our Chief Operating Decision Maker (CODM). Our CODM evaluates segment performance and makes resource allocation decisions based on segment net revenue and segment net operating profit, which is the primary measure of segment profit or loss. Impacts to segment net operating profit are referenced by our CODM when deciding to enter new markets, launch new products, reinvest profits, acquire or otherwise invest in other companies, and for monitoring actual results against forecasts. The accounting policies of the segments are the same as those described in Note 2 of our consolidated financial statements included in our Form 10-K for the fiscal year ended June 30, 2026. Segment net revenues and segment net operating profit do not include inter-segment profits and revenue is allocated to a geographic area based on where the products are shipped to or where the services are performed.

Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include corporate headquarters costs, stock-based compensation, costs to fulfill and income from transition service agreements, or TSAs, amortization expense from acquired intangibles, restructuring and business transformation expenses, acquisition and divestment-related expenses, interest income, interest expense, gains and losses attributable to equity method investments, gains and losses on equity investments, gains on divestments of subsidiaries, and other, net. We neither discretely allocate assets to our operating segments, nor does our Chief Operating Decision Maker evaluate the operating segments using discrete asset information.

The table below presents a reconciliation of net revenues and net operating profit by reportable segments (in thousands):

Concentration of Credit Risk and Significant Customers

During the three months ended September 30, 2026, one customer accounted for 11% of our total net revenue. The revenue from this customer is reported in both our Sleep and Breathing Health and Residential Care Software segments. No customer accounted for 10% or more of our total revenues for the three months ended September 30, 2025.

(3)Supplemental Balance Sheet Information

Components of selected captions in the condensed consolidated balance sheets consisted of the following (in thousands):

Intangible assets consist of developed/core product technology, trade names, non-compete agreements, customer relationships, and patents, which we amortize over the estimated useful life of the assets, generally betweentwo years tofifteen years. There are no expected residual values related to these intangible assets.

(4)Goodwill

A reconciliation of changes in our goodwill by reportable segment is as follows (in thousands):

(5)Investments

We have equity investments in privately and publicly held companies that are unconsolidated entities. The following discusses our investments in marketable equity securities, non-marketable equity securities, and investments accounted for under the equity method.

Our marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy because we use quoted prices for identical assets in active markets. Marketable equity securities are recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Non-marketable equity securities consist of investments in privately held companies without readily determinable fair values and are recorded in prepaid taxes and other non-current assets on the condensed consolidated balance sheets. We account for these investments using the measurement alternative, under which they are measured and reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. We assess non-marketable equity securities at least quarterly for impairment and consider qualitative and quantitative factors including the investee's financial metrics, product and commercial outlook and cash usage. All gains and losses on marketable and non-marketable equity securities, realized and unrealized, are recognized in gain (loss) on equity investments as a component of other income (loss), net on the condensed consolidated statements of operations.

Equity investments whereby we have significant influence, but not control over the investee and are not the primary beneficiary of the investee’s activities, are accounted for under the equity method and are recorded in prepaid taxes and other non-current assets on the condensed consolidated balance sheets. Under this method, we record our share of gains or losses attributable to equity method investments as a component of other income (loss), net on the condensed consolidated statements of operations.

Equity investments by measurement category were as follows (in thousands):

The following tables show a reconciliation of the changes in our equity investments (in thousands):

Net unrealized gains recognized for equity investments in non-marketable and marketable securities held as of September 30, 2026 were $6 million for the three months ended September 30, 2026. Net unrealized losses recognized for equity investments in non-marketable and marketable securities held as of September 30, 2025 were $6 million for the three months ended September 30, 2025.

(6)Income Taxes

In accordance with ASC Topic 740, "Income Taxes", or ASC 740, each interim reporting period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.

Our income tax returns are based on calculations and assumptions subject to audit by various tax authorities. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws. We regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We are currently under audit by the Australian Taxation Office for the 2018 tax year. If any ongoing tax audits are resolved in a manner not consistent with management’s expectations, the result could be a material adjustment to our past or future taxable income, tax payable or deferred tax assets, and may require us to pay penalties and interest that could materially adversely affect our financial results.

(7)Debt

Debt consisted of the following (in thousands):

Credit Facility

On June 29, 2022, we entered into a second amended and restated credit agreement, or the Revolving Credit Agreement, as borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger, sole book runner, swing line lender and letter of credit issuer, Westpac Banking Corporation, as syndication agent and joint lead arranger, HSBC Bank USA, National Association, as syndication agent and joint lead arranger, and Wells Fargo Bank, National Association, as documentation agent. The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $1,500 million, with an uncommitted option to increase the revolving credit facility by an additional amount equal to the greater of $1,000 million or 1.0 times the EBITDA (as defined in the Revolving Credit Agreement) for the trailing twelve-month measurement period. The Revolving Credit Agreement amends and restates that certain Amended and Restated Credit Agreement, dated as of April 17, 2018, among Resmed, MUFG Union Bank, N.A., Westpac Banking Corporation and the lenders party thereto.

Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the Syndicated Facility Agreement and First Amendment to Unconditional Guaranty Agreement, or the Term Credit Agreement, as borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger and joint book runner, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner, which amends that certain Syndicated Facility Agreement dated as of April 17, 2018. The Term Credit Agreement, among other things, provides ResMed Pty Limited a senior unsecured term credit facility of $200 million.

Our obligations under the Revolving Credit Agreement are guaranteed by certain of our direct and indirect U.S. subsidiaries, and ResMed Pty Limited’s obligations under the Term Credit Agreement are guaranteed by us and certain of our direct and indirect U.S. subsidiaries. The Revolving Credit Agreement and Term Credit Agreement contain customary covenants, including, in each case, a financial covenant that requires that we maintain a maximum leverage ratio of funded debt to EBITDA (as defined in the Revolving Credit Agreement and Term Credit Agreement, as applicable). The entire principal amounts of the revolving credit facility and term credit facility, and, in each case, any accrued but unpaid interest may be declared immediately due and payable if an event of default occurs, as defined in the Revolving Credit Agreement and the Term Credit Agreement, as applicable. Events of default under the Revolving Credit Agreement and the Term Credit Agreement include, in each case, failure to make payments when due, the occurrence of a default in the performance of any covenants in the respective agreements or related documents, or certain changes of control of us, or the respective guarantors of the obligations borrowed under the Revolving Credit Agreement and Term Credit Agreement.

The Revolving Credit Agreement and Term Credit Agreement each terminate on June 29, 2027, when all unpaid principal and interest under the loans must be repaid. Amounts borrowed under the Term Credit Agreement will also amortize on a semi-annual basis, with a $5 million principal payment required on each such semi-annual amortization date. The outstanding principal amounts will bear interest at a rate equal to the Adjusted Term SOFR (as defined in the Revolving Credit Agreement) plus 0.75% to 1.50% (depending on the then-applicable leverage ratio) or the Base Rate (as defined in the Revolving Credit Agreement and the Term Credit Agreement, as applicable) plus 0.0% to 0.50% (depending on the then-applicable leverage ratio). At September 30, 2026, the interest rate that was being charged on the outstanding principal amounts was 4.92%. An applicable commitment fee of 0.075% to 0.150% (depending on the then-applicable leverage

ratio) applies on the unused portion of the revolving credit facility. As of September 30, 2026, we had$1,500 million available for draw down under the revolving credit facility.

We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As the Revolving Credit and Term Credit Agreements bear interest at variable rates based on Adjusted Term SOFR plus the spreads described above, we have determined that the carrying amount approximates its fair value, which was $160 million as of September 30, 2026 and June 30, 2026.

Senior Notes

On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $500 million aggregate principal amount of senior notes, consisting of $250 million principal amount of our 3.24% senior notes and $250 million principal amount of our 3.45% senior notes, collectively referred to as the Senior Notes. The 3.24% senior notes were repaid in full on July 10, 2026. The 3.45% senior notes are due July 10, 2029. Our obligations under the Note Purchase Agreement and the Senior Notes are unconditionally and irrevocably guaranteed by certain of our direct and indirect U.S. subsidiaries. The net proceeds from this transaction were used to pay down borrowings on our Revolving Credit Agreement.

Under the terms of the Note Purchase Agreement, we agreed to customary covenants including with respect to our corporate existence, transactions with affiliates, and mergers and other extraordinary transactions. We also agreed that, subject to limited exceptions, we will maintain a ratio of consolidated funded debt to consolidated EBITDA (as defined in the Note Purchase Agreement) of no more than 3.50 to 1.00 as of the last day of any fiscal quarter, and will not at any time permit the amount of all priority secured and unsecured debt of us and our subsidiaries to exceed 10% of our consolidated tangible assets, determined as of the end of our most recently ended fiscal quarter. This ratio is calculated at the end of each reporting period for which the Note Purchase Agreement requires us to deliver financial statements, using the results of the 12 consecutive month period ending with such reporting period.

We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As of September 30, 2026 and June 30, 2026, the Senior Notes had carrying amounts excluding deferred borrowing costs of $250 million and $500 million, respectively, and estimated fair values of $232 million and $484 million, respectively. Quoted market prices in active markets for similar liabilities based inputs (Level 2) were used to estimate fair value.

At September 30, 2026, we were in compliance with our debt covenants and there was $410 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes.

(8)Treasury Stock

On August 31, 2026, pursuant to our existing share repurchase program, we entered into an accelerated share repurchase agreement, or the ASR Agreement, to repurchase $450 million of our common stock. Pursuant to the ASR Agreement, we paid $450 million and received an initial delivery of 1.6 million shares during the three months ended September 30, 2026, representing an estimated 80 percent of the shares to be purchased under the ASR Agreement based on the $230.87 closing price of our common stock on September 2, 2026. Final settlement of the ASR Agreement is expected to occur no later than December 29, 2026, and will be based on a discount to the volume-weighted average price per share of our common stock over the term of the ASR Agreement. The maximum number of shares that could be required to settle the ASR Agreement is 72.1 million.

The ASR Agreement was accounted for as two separate transactions. The initial delivery of shares was recorded as treasury stock transaction, resulting in a $360 million increase in treasury stock. The remaining $90 million was accounted for as a forward contract indexed to our own common stock and initially recorded as a reduction of additional paid-in capital. Upon settlement, the amount recorded to additional paid-in capital will be reclassified to treasury stock. We determined that the forward contract indexed to our own common stock met all the applicable criteria for equity classification and, therefore, was not accounted for as a derivative instrument. The delivery of the 1.6 million shares reduced the outstanding shares used to determine our weighted average shares outstanding for purposes of calculating basic and diluted EPS for the three months ended September 30, 2026. The remaining shares expected to be delivered under the forward contract were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.

During the three months ended September 30, 2026, we repurchased a total of 3.6 million shares, including the 1.6 million shares under the ASR Agreement, at a cost of $855 million, including commissions and other incremental transaction costs. During the three months ended September 30, 2025, we repurchased a total of 0.5 million shares at a cost of $150 million, including commissions and other incremental costs. At September 30, 2026,4.3 million additional shares remain available for us to repurchase under the approved share repurchase program.

(9)Earnings Per Share

Basic earnings per share is computed by dividing the net income available to common stockholders by the weighted average number of shares of common stock outstanding. For purposes of calculating diluted earnings per share, the denominator includes both the weighted average number of shares of common stock outstanding and the number of dilutive common stock equivalents such as stock options and restricted stock units.

The weighted average number of outstanding stock options and restricted stock units not included in the computation of diluted earnings per share were 199,581 and 33,990 for the three months ended September 30, 2026 and 2025, respectively, as the effect would have been anti-dilutive.

Basic and diluted earnings per share are calculated as follows (in thousands except per share data):

(10)Legal Actions, Contingencies and Commitments

Litigation

In the normal course of business, we are subject to routine litigation incidental to our business. While the results of this litigation cannot be predicted with certainty, we believe that their outcome will not, individually or in aggregate, have a material adverse effect on our consolidated financial statements taken as a whole.

On June 16, 2022, Cleveland Medical Devices Inc., or Cleveland Medical, filed suit for patent infringement against Resmed in the United States District Court for the District of Delaware, case no. 1:22-cv-00794. Cleveland Medical asserts that numerous Resmed connected devices, when combined with certain Resmed data platforms and/or software, including AirView and ResScan, infringe one or more ofseven Cleveland Medical patents, including U.S. Patent Nos. 10,076,269; 10,426,399; 10,925,535; 11,064,937; 10,028,698; 11,202,603; and 11,234,637. On March 22, 2023, ResMed Corp. filed a petition with the Patent Trial and Appeal Board, or PTAB, of the Patent and Trademark Office seeking review of the validity of U.S. Patent No. 10,076,269. On June 21, 2024, the District Court of Delaware granted Resmed's motion to stay the case until the PTAB issues its final written decision in the Inter Partes Review, or IPR, proceeding. On May 2, 2025, the PTAB issued its decision finding all claims of U.S. Patent No. 10,076,269 unpatentable. On August 27, 2025, Cleveland Medical appealed the PTAB's ruling on U.S. Patent No. 10,076,269 to the United States Court of Appeals for the Federal Circuit. The appeal is pending.

On March 20, 2023, ResMed Corp. filed suit in the United States District Court for the Southern District of California, case no. 23-cv-00500-TWR-JLB, seeking a declaration that it does not infringe U.S. Patent No. 11,602,284 issued to Cleveland Medical. In November 2023, the case was transferred to the Northern District of Ohio. Cleveland Medical answered the complaint and filed a counterclaim asserting that ResMed Corp. infringes three additional patents, U.S. Patent Nos. 11,375,921; 11,690,512; and 11,786,680. On April 9, 2024, Cleveland Medical asserted infringement oftwo additional patents, U.S. Patent Nos. 11,857,333 and 11,872,029.

In October 2024, ResMed Corp. filed requests for ex parte reexamination of U.S. Patent Nos. 11,375,921 and 11,786,680. The United States Patent and Trademark Office, or the Patent Office, has ordered reexamination of both patents. Between November 15, 2024, and January 10, 2025, ResMed Corp. filed petitions with the PTAB seeking Inter Partes Review of the validity of allsix patents asserted. On March 7, 2025, the District Court granted ResMed Corp.'s motion to stay the case pending the conclusion of all Patent Office proceedings. On June 10, 2025, the PTAB denied institution of Inter Partes Review directed to U.S. Patent No. 11,602,284. In May and June 2026, the PTAB issued decisions finding the challenged claims of U.S. Patent Nos. 11,375,921, 11,690,512, 11,786,680 and 11,872,029 patentable, while finding the challenged claim of U.S. Patent No. 11,857,333 unpatentable. In August and September 2026, Resmed filed notices of appeal to the PTAB’s rulings on U.S. Patent Nos. 11,375,921, 11,690,512, 11,786,680 and 11,872,029 to the United States Court of Appeals for the Federal Circuit. Cleveland Medical did not appeal the PTAB’s ruling on U.S. Patent No. 11,857,333 and the ruling is now final. On October 12, 2026, ResMed Corp. filed a request for ex parte reexamination of U.S. Patent No. 11,602,284.

On November 5, 2025, Cleveland Medical filed suit for patent infringement against ResMed Inc. in the United States District Court for the District of Delaware, case no. 1:25-cv-1351. Cleveland Medical asserts that the ApneaLink Air device, in combination with the AirView Cloud Platform and ApneaLink software, and the Philips Respironics’ Alice NightOne device, in combination with our subsidiary VirtuOx’s software platform Sleepifi, infringe one or more of six Cleveland Medical patents, including U.S. Patent Nos. 10,426,399; 10,925,535; 11,064,937; 10,028,698; 11,202,603; and 11,234,637. The complaint is centered on VirtuOx’s use and sales of the above-listed accused products. On January 15, 2026, we filed a motion to dismiss the new Delaware action. On April 24, 2026, ResMed Inc. filed a request for ex parte reexamination of U.S. Patent No. 11,064,937, and on June 3, 2026, the Patent Office ordered reexamination of the patent. On June 18, 2026, we moved to stay the new Delaware case pending resolution of the motion to dismiss. Both motions remain pending before the court. Between September 2026 and October 2026, ResMed Inc. filed requests for ex parte reexamination of U.S. Patent Nos. 11,202,603; 10,028,698; 10,925,535; 11,234,637; and 10,426,399.

On October 9, 2025, Fractus, S.A., or Fractus, filed suit for patent infringement against ResMed Corp. and ResMed Inc. in the United States District Court for the Southern District of California, case no. 3:25-cv-02680. Fractus asserts that Resmed’s AirSense 10, AirSense 11, AirCurve 10 and AirCurve 11, as well as the Resmed Connectivity Module used on its Astral and Stellar Ventilators, infringe one or more of five Fractus patents relating to antenna technology, including U.S.

Patent Nos. 8,362,960; 8,456,365; 8,593,349; 8,674,887; and 11,031,677. The complaint seeks monetary damages, a permanent injunction, and attorneys’ fees. On January 2, 2026, we filed a petition with the PTAB seeking IPR of U.S. Patent No. 11,031,677. In January 2026, Fractus voluntarily dismissed ResMed Inc. from the suit. On June 2, 2026, the PTAB instituted the IPR proceeding for U.S. Patent No. 11,031,677. On June 15, 2026, ResMed Corp. filed a petition with the PTAB seeking Inter Partes Review of U.S. Patent No. 8,362,960. On September 2, 2026, Fractus filed an Amended Complaint, dropping U.S. Patent No. 11,031,677 and asserting U.S. Patent No. 8,810,458. On September 16, 2026, Resmed moved to dismiss the entire action.

Based on currently available information, we are unable to make a reasonable estimate of loss or range of losses, if any, arising from matters that remain open.

Contingent Obligations Under Recourse Provisions

We use independent financing institutions to offer some of our customers financing for the payment of outstanding accounts receivable. Under these arrangements, if the customer qualifies under the financing institutions’ credit criteria and finances the transaction, the financing institution pays us for the outstanding accounts receivable less a fee, and the customers repay the financing institution on a fixed payment plan. The customer’s receivable balance is with limited recourse whereby we are responsible for repaying the financing company should the customer default under a loss pool arrangement. We record a contingent provision, which is estimated based on historical default rates. This is applied to receivables sold with limited recourse and is recorded in accrued expenses. There are no arrangements with full recourse.

As of September 30, 2026, the maximum loss pool exposure on outstanding receivables sold with limited recourse and the associated contingent provision were $26 million and $1 million, respectively. As of June 30, 2026, the maximum loss pool exposure on outstanding receivables sold with limited recourse and the associated contingent provision were $34 million and $1 million, respectively.

(11)Derivative Instruments and Hedging Activities

We may use derivative financial instruments, specifically foreign cross-currency swaps, purchased foreign currency call options, collars and forward contracts to mitigate exposure from certain foreign currency risk. No derivatives are used for trading or speculative purposes. We do not require or are not required to pledge collateral for the derivative instruments.

Fair Value and Net Investment Hedging

We enter into foreign cross-currency swaps as net investment hedges and fair value hedges in designated hedging relationships with either the foreign denominated net asset balances or the foreign denominated intercompany loans as the hedged items. All derivatives are recorded at fair value as either an asset or liability. Cash flows associated with derivative instruments are presented in the same category on the consolidated statements of cash flows as the hedged item.

The purpose of the cross-currency swaps for the fair value hedge is to mitigate foreign currency risk associated with changes in spot rates on foreign denominated intercompany debt between USD and EUR. For these hedges, we excluded certain components from the assessment of hedge effectiveness that are not related to spot rates. For fair value hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in the same line item as the hedged item, other, net, in the condensed consolidated statements of operations. The initial fair value of hedge components excluded from the assessment of effectiveness is recognized in the statements of operations under a systematic and rational method over the life of the hedging instrument and is presented in interest income or interest expense, as applicable. Any difference between the change in the fair value of the hedge components excluded from the assessment of effectiveness and the amounts recognized in earnings is recorded as a component of other comprehensive income.

The purpose of the cross-currency swaps for net investment hedges is to mitigate foreign currency risk associated with changes in spot rates on the net asset balances of our foreign functional subsidiaries. For net investment hedges that qualify and are designated for hedge accounting, the change in fair value of the derivative is recorded in cumulative translation adjustment within other comprehensive loss and reclassified into earnings when the hedged net investment is either sold or substantially liquidated. The initial fair value of components excluded from the assessment of hedge effectiveness will be recognized in interest income or interest expense, as applicable.

The notional value of outstanding foreign cross-currency swaps was $3,436 million and $3,412 million at September 30, 2026 and June 30, 2026, respectively. These contracts mature at various dates prior to January 31, 2036.

Non-Designated Hedges

We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have foreign currency exposure through both our Australian and Singapore manufacturing activities, and international sales operations. We have established a foreign currency hedging program using purchased foreign currency call options, collars and forward contracts to hedge foreign-currency-denominated financial assets, liabilities and manufacturing cash flows. The terms of such foreign currency hedging contracts generally do not exceed three years. The purpose of this hedging program is to economically manage the financial impact of foreign currency exposures denominated mainly in Euros, and Australian and Singapore dollars. Under this program, increases or decreases in our foreign currency denominated financial assets, liabilities, and firm commitments are partially offset by gains and losses on the hedging instruments. We do not designate these foreign currency contracts as hedges. All movements in the fair value of the foreign currency instruments are recorded within other, net in our condensed consolidated statements of operations.

The notional value of the outstanding non-designated hedges was $1,346 million and $1,285 million at September 30, 2026 and June 30, 2026, respectively. These contracts mature at various dates prior to September 15, 2027.

Fair Values of Derivative Instruments

The following table presents our assets and liabilities related to derivative instruments on a gross basis within the condensed consolidated balance sheets (in thousands):

Fair Value Hedge Gains (Losses)

We recognized the following gains (losses) on the foreign cross currency swaps designated as fair value hedges (in thousands):

Net Investment Hedge Gains (Losses)

We recognized the following gains (losses) on the foreign cross currency swaps designated as net investment hedges (in thousands):

Non-designated Derivative Gains (Losses)

We recognized the following gains (losses) in the condensed consolidated statements of operations on derivatives not designated as hedging instruments (in thousands):

We classified the fair values of all hedging instruments as Level 2 measurements within the fair value hierarchy.

We are exposed to credit-related losses in the event of non-performance by counter parties to financial instruments. We minimize counterparty credit risk by entering into derivative transactions with major financial institutions.

(12)Restructuring Expenses

Restructuring costs are classified within cost of sales, research and development expenses, and selling, general and administrative expenses within the condensed consolidated statements of operations based on the function of the associated costs. Although the costs associated with the restructuring plans have not been allocated to our business segments' results in Note 2 – Segment Information, the below restructuring plans impacted both our Sleep and Breathing Health and Residential Care Software segments.

During the three months ended September 30, 2026, we recorded $19 million of restructuring related charges, comprised of employee severance and one-time termination benefits, impairment of non-strategic internal-use software assets, and other immaterial restructuring-related costs. Charges of approximately $1 million, $1 million, and $17 million were included in cost of sales, research and development expenses, and selling, general, and administrative expenses, respectively, within the condensed consolidated statements of operations for three months ended September 30, 2026. This action consists of costs incurred in connection with certain growth and transformation initiatives, in addition to ongoing workforce planning activities. We do not expect any remaining expense under existing one-time termination benefit arrangements to be material. As of September 30, 2026, we had $12 million of remaining restructuring liabilities presented as accrued expenses within our condensed consolidated balance sheet.

During the three months ended September 30, 2025, we recorded $16 million of restructuring related charges for employee severance and one-time termination benefits associated with workforce planning activities. Charges of approximately $3 million, $2 million, and $10 million were included in cost of sales, research and development expenses, and selling, general, and administrative expenses, respectively, within the condensed consolidated statements of operations for the three months ended September 30, 2025.

(13)Business Combinations and Divestitures

During the three months ended September 30, 2026, we completed acquisitions that were not material to our condensed consolidated financial statements, either individually or in the aggregate.

Noctrix Health, LLC business combination

During the three months ended September 30, 2026, we recorded immaterial measurement period adjustments to the preliminary fair values of certain assets acquired, with corresponding adjustments to goodwill. Measurement period adjustments may arise upon the availability of further information regarding events or circumstances that existed at the acquisition date and will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. The finalization of our purchase accounting assessment could result in changes in the valuation of assets acquired and liabilities assumed, though we do not expect these changes will materially modify the preliminary purchase price allocation. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period as required by ASC Topic 805.

MatrixCare business divestiture

On September 1, 2026, we completed the sale of our MatrixCare business. Net cash proceeds received at closing were $470 million and $8 million was placed in escrow in connection with the post-closing purchase price adjustment process and is recorded within prepaid expenses and other current assets within our condensed consolidated balance sheet as of September 30, 2026. Proceeds net of cash divested were $451 million, which are reflected within investing activities in our condensed consolidated statements of cash flows for the three months ended September 30, 2026.

The transaction included MatrixCare and related software offerings historically sold under the MatrixCare brand, including Healthcare First, Citus Health, and home health and hospice solutions, collectively defined as the "MatrixCare business”. As of June 30, 2026, we determined that the MatrixCare business met the criteria for classification as held for sale. The divestment does not represent a strategic shift that has a major effect on our operations or financial results, and, therefore, is not presented as a discontinued operation. Accordingly, the results of the MatrixCare business through the date of disposition and the associated gain on divestitureare presented within continuing operations. The operating results of the MatrixCare business through the date of disposition are also included within the Residential Care Software segment in Note 2 – Segment Information. Upon closing, we derecognized net assets of $416 million and recognized a pre-tax gain on the divestiture of $62 million in other income (loss), net in our condensed consolidated statements of operations for the three months ended September 30, 2026. The gain is preliminary and remains subject to adjustment based on finalization of customary post-closing purchase price adjustments.

We do not anticipate having significant continuing involvement with the MatrixCare business with the exception of TSAs under which we will provide certain services for a limited period following the closing of the transaction to facilitate an orderly transition of systems, processes, tools, and day-to-day operations.

We incurred divestment-related costs associated with the MatrixCare divestiture of $10 million during the three months ended September 30, 2026 which are expensed as incurred and recorded within selling, general, and administrative expenses on our consolidated statements of operations. We did not incur divestment-related costs during the three months ended September 30, 2025.