ResMed Inc. filed an 8-K on September 1, 2026, disclosing that the company entered into a $450.0 million accelerated share repurchase agreement with Citibank, N.A. on August 31, 2026.

Key Highlights

  • Agreement size: ResMed entered into an accelerated share repurchase agreement for $450.0 million of its common stock, par value $0.004 per share.
  • Counterparty: The agreement was entered into with Citibank, N.A.
  • Payment date: ResMed will make a payment of $450.0 million to Citibank on September 3, 2026.
  • Initial delivery: ResMed expects to receive an initial share delivery equal to 80% of $450.0 million divided by the closing price of the common stock on September 2, 2026.
  • Funding source: The company intends to fund the repurchase with proceeds from the sale of its MatrixCare business and cash on hand.
  • Repurchase authorization: The transaction is conducted under a board-approved authorization for an aggregate of 20,000,000 shares, approved in February 2014.
  • Scheduled settlement: Final settlement is scheduled to occur in December 2026, though Citibank may elect to complete it earlier.

ResMed's $450 Million ASR Agreement: Structure and Funding Details

According to the filing, ResMed Inc. (NYSE:RMD) entered into the accelerated share repurchase agreement on August 31, 2026, with Citibank, N.A. serving as the counterparty. The company disclosed that it will make a single payment of $450.0 million to Citibank on September 3, 2026, and expects to receive an initial delivery of shares on the same day. That initial delivery is calculated as a number of shares equal to 80% of $450.0 million divided by the closing price of the common stock on September 2, 2026.

The filing states that the final number of shares to be repurchased "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, the filing notes, Citibank may be required to deliver additional shares to ResMed, or under certain circumstances ResMed may be required to deliver shares or make a cash payment, at its election, to Citibank.

ResMed disclosed that the transaction is being conducted under a repurchase authorization for an aggregate of 20,000,000 shares approved by its board of directors in February 2014. The company stated that the ASR transaction "was contemplated in the guidance we issued for fiscal year 2027 during our Q4 FY26 earnings call on August 6, 2026," and that funding will come from proceeds from the sale of its MatrixCare business and cash on hand. The filing was signed by Michael J. Rider, Global General Counsel, on September 1, 2026.

What Was Disclosed

ResMed disclosed the terms of a $450.0 million accelerated share repurchase agreement with Citibank, N.A., including the payment date, initial share delivery mechanism, final settlement methodology, and the board authorization and funding sources underpinning the transaction.