AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Distribution and demonstrated launches establish capabilities, but their superiority and barriers to replication are unproven. The uncertain verdict reflects insufficient evidence rather than established competitive weakness.
durability · — · The catalog does not establish persistent relative advantage through competitive normalization or therapy substitution.
customer dependency · — · Connected workflows offer potential friction, but the explicit integration-cost passage concerns prospective customers' incumbent systems. Multibrand channels and rental termination options prevent establishing Resmed-specific dependence.
erosion resilience · — · Demand growth demonstrates current business resilience, but cannot establish resilience of an unidentified structural advantage. Safety expenses and substitution risks qualify the hypothesis.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Fiscal 2024 average selling prices increased, demonstrating some realized pricing ability. Recent margin improvement primarily reflects efficiencies and component costs, while volume rebates qualify net pricing. Persistent pricing strength is not demonstrated.
retention · 2/4 · Constant-currency device and mask sales growth provides indirect evidence of continuing demand. It does not distinguish returning customers from new patients or establish brand retention. Multibrand channels and termination options temper the assessment.
margin resilience · 2/4 · Annual GAAP gross margin rose to 61.1% from 59.4%, supported by cost efficiencies, but fourth-quarter GAAP margin fell to 58.8% from 60.8% and Astral safety expenses were $41.9 million. Resilience is mixed and does not establish price-led protection.
contractual freedom · 1/4 · Disclosed price controls and realized Medicare reimbursement reductions constrain commercial flexibility, although reimbursement primarily affects customers rather than directly prescribing every manufacturer price. Rebates and rental termination options further qualify terms; broad repricing rights are absent.
Predictability89
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 3.41
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 10.16
Financial strength100
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 100.00
- netDebtEbitGrade
- 100.00
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 100.00
- Debt / FCF (x)
- 0.40
- Net debt / operating income (x)
- -0.43
- Current ratio (x)
- 3.10
- cashInterestPaid
- 27.06
- cashInterestCoverage
- 66.74
Capital allocation100
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 29.91
- 3-year average dilution (%)
- -0.28
- 3-year average SBC / revenue (%)
- 1.78
- cashConversionGrade
- 100.00
Management75
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 3/4 · Fiscal 2026 operating cash flow of $1.806 billion supported $156 million of capital expenditure, $351 million of acquisitions, $700 million of repurchases and $350 million of dividends while cash increased and no borrowing proceeds were reported. Free cash flow declined slightly; acquisition returns and repurchase value creation remain unestablished.
incentive alignment · 3/4 · Half of actual fiscal 2026 executive equity grant value comprised TSR performance units, and earlier absolute TSR awards were forfeited after missed goals. These demonstrate performance consequences. Award banking softens the linkage, and detailed ownership evidence is missing.
execution · 3/4 · Revenue and operating-income growth, completed product launches, manufacturing efficiencies and the completed MatrixCare sale support strong execution. Financial results are indirect evidence of management contribution; realized safety costs and slightly lower free cash flow prevent an exceptional assessment.
governance · 3/4 · Independent committees, executive sessions at each board meeting, and disclosed audit committee meetings and attendance support active oversight. No auditor disagreements or reportable events were disclosed for the specified period. Combined CEO and chairman roles temper the assessment; governance effectiveness is not guaranteed.
Evidence
We employ approximately 11,370 people and sell our products in more than 140 countries through a combination of wholly owned subsidiaries and independent distributors.
Item 1, Business: employees and international distribution · Filed 13/08/2026
3.Launched numerous products, including AirCurve 11 ST/ST-A in the United States; our compliance-enhancing AirTouch fabric masks; and Smart Comfort, the first FDA-cleared AI-enabled medical device recommending personalized comfort settings to help people with obstructive sleep apnea start and stay on continuous positive airway pressure (CPAP) therapy.
Key Accomplishments: completed device, mask and Smart Comfort launches · Filed 01/10/2026
Excluding the impact of foreign currency movements, device sales for the three months ended March 31, 2026 increased by 6%.
MD&A: March 2026 quarter constant-currency device sales growth · Filed 01/05/2026
Excluding the impact of foreign currency movements, masks and other sales for the three months ended March 31, 2026 increased by 12%.
MD&A: March 2026 quarter constant-currency masks and other sales growth · Filed 01/05/2026
We have limited resources to market to physicians, sleep clinics, HME provider branch locations and to the non-sleep specialists, most of whom use, sell or recommend several brands of products, therapies and additional services.
Risk Factors: marketing resources and multibrand referral channels · Filed 13/08/2026
Our primary Sleep and Breathing Health competitors include Philips BV; Fisher & Paykel Healthcare Corporation Limited; DeVilbiss Healthcare; Apex Medical Corporation; BMC Medical Co.
Item 1, Competition: named Sleep and Breathing Health competitors · Filed 13/08/2026
The reintroduction of products by Philips could lead to reduced demand for our products.
Risk Factors: potential demand effect of Philips product reintroduction · Filed 13/08/2026
Our products compete with surgical procedures, nerve stimulation devices, and dental appliances designed to treat OSA and other sleep apnea-related respiratory conditions.
Item 1, Competition: surgical, nerve stimulation and dental alternatives · Filed 13/08/2026
For example, injectable glucagon-like peptide-1, or GLP-1, weight loss drugs may lower the occurrence of obesity, eventually reducing the severity of OSA, if significant weight loss is maintained.
Item 1, Competition: potential effect of GLP-1 weight loss drugs · Filed 13/08/2026
106 | 2026 Proxy Statement Table of Contents Reconciliation of Non-GAAP Financial Measures The measure of free cash flow is reconciled with net cash provided by operating activities below (in US$ thousands): Twelve Months Ended June 30, 2026 2025 Net cash provided by operating activities $ 1,805,829 $ 1,751,588 Purchases of property, plant and equipment $ (156,285) $ (89,865) Free cash flow $ 1,649,544 $ 1,661,723 The measure “non-GAAP income from operations” is reconciled with GAAP income from operations below (in US$ thousands, except share and per share data): Twelve Months Ended June 30, 2026 2025 GAAP income from operations $ 1,886,715 $ 1,685,363 Amortization of acquired intangible assets(a) 77,245 77,389 Restructuring expenses(a) 21,745 — Masks with magnets field safety notification expenses(a) — (1,512) Astral field safety notification expenses(a) 41,885 — Acquisition and portfolio review related expenses(a) 11,486 2,031 Non-GAAP income from operations $ 2,039,076 $ 1,763,271 2026 Proxy Statement | 107 Table of Contents Reconciliation of Non-GAAP Financial Measures The measures “non-GAAP net income” and “non-GAAP diluted earnings per share” are reconciled with GAAP net income and GAAP diluted earnings per share in the table below (in US$ thousands, except share and per share data): Twelve Months Ended June 30, 2026 2025 GAAP net income $ 1,523,293 $ 1,400,723 Amortization of acquired intangible assets(a) 77,245 77,389 Restructuring expenses(a) 21,745 — Gain on previously held equity investment(a) (4,353) — Masks with magnets field safety notification expenses(a) — (1,512) Astral field safety notification expenses(a) 41,885 — Acquisition and portfolio review related expenses(a) 11,486 2,031 Tax benefit from business cessation(a) — (21,430) Income tax effect of interest and penalties on income tax refunds(a) — (29,976) Income tax effect on non-GAAP adjustments(a) (39,453) (20,448) Non-GAAP net income(a) 1,631,848 1,406,777 Diluted shares outstanding 146,054 147,340 GAAP diluted earnings per share 10.43 9.51 Non-GAAP diluted earnings per share(a) 11.17 9.55 (a)Resmed adjusts for the impact of the amortization of acquired intangibles, restructuring expenses, gains on previously held equity investments, field safety notification expenses, acquisition and portfolio review related expenses and associated tax effects, in addition to tax benefits from business cessation, and the tax effect of interest and penalties on tax refunds from their evaluation of ongoing operations, and believes that investors benefit from adjusting these items to facilitate a more meaningful evaluation of current operating performance.
Page 107, non-GAAP reconciliations: free cash flow and realized safety expenses · Filed 01/10/2026
We are expanding our cloud-based patient management and engagement platforms, such as AirView, enabling remote monitoring, over-the-air trouble shooting and changing of device settings, U-Sleep enabling automated patient coaching through a text, email or interactive voice phone call and myAir, a patient engagement application that provides sleep coaching and a daily score based on users' sleep data.
Business: AirView, U-Sleep and myAir functions · Filed 09/08/2024
Through Brightree, we provide software solutions and services that enable durable or home medical equipment, or DME/HME, to automate clinical workflows, optimize billing and compliance, and drive patient engagement in the U.S.
Business: Brightree clinical workflows, billing and compliance · Filed 13/08/2026
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 Residential Care Software contracts.
Revenue recognition: software access, support and renewal discount obligations · Filed 13/08/2026
In addition, many prospective customers have invested substantial personnel and financial resources to implement and integrate their existing business management software and may therefore be reluctant to switch to one of our platforms or products.
Risk Factors: prospective customers' investments in existing software · Filed 13/08/2026
Device rental contracts are classified as operating leases, and contract terms vary by customer and include options to terminate or extend the contract.
Lease accounting: customer device rental termination and extension options · Filed 13/08/2026
5.Announced agreement to sell MatrixCare business; the transaction closed on September 1, 2026.
Key Accomplishments: MatrixCare sale closed September 1, 2026 · Filed 01/10/2026
The increase in gross margin was due primarily to reduced freight and manufacturing cost improvements, a favorable impact from our SaaS business, an increase in average selling prices and a favorable product mix, which were partially offset by $14.3 million of combined expenses associated with the field safety notifications for masks with magnets and Astral devices, and an increase in the amortization of acquired intangible assets.
Fiscal 2024 MD&A: average selling prices and other gross-margin drivers · Filed 09/08/2024
The increase in gross margin for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025 was due primarily to manufacturing and logistics efficiencies and component cost improvements.
MD&A: nine-month gross-margin improvement attributed primarily to efficiencies and component costs · Filed 01/05/2026
Unaudited; $ in millions, except for per share amounts
Three Months Ended
June 30,
2026
June 30,
2025
% Change
Constant
Currency (A)
Revenue
$
1,464
$
1,348
9
%
8
%
Gross margin
58.8
%
60.8
%
(200) bps
Non-GAAP gross margin (B)
62.3
%
61.4
%
90 bps
Research and development expenses
106
86
22
19
Selling, general, and administrative expenses
296
267
11
8
Non-GAAP selling, general, and administrative expenses(B)
291
265
10
7
Income from operations
449
455
(1)
Operating margin
30.7
%
33.7
%
(300) bps
Non-GAAP income from operations (B)
515
476
8
Non-GAAP operating margin
35.2
%
35.3
%
(10) bps
Net income
383
380
1
Non-GAAP net income (B)
428
375
14
Diluted earnings per share
$
2.64
$
2.58
2
Non-GAAP diluted earnings per share (B)
$
2.95
$
2.55
16
Operating cash flow
455
539
(16)
Free cash flow(C)
404
508
(21)
Twelve Months Ended
June 30,
2026
June 30,
2025
% Change
Constant
Currency (A)
Revenue
$
5,653
$
5,146
10
%
8
%
Gross margin
61.1
%
59.4
%
170 bps
Non-GAAP gross margin (B)
62.4
%
60.0
%
240 bps
Research and development expenses
378
331
14
12
Selling, general, and administrative expenses
1,120
993
13
10
Non-GAAP selling, general, and administrative expenses(B)
1,108
991
12
9
Income from operations
1,887
1,685
12
Operating margin
33.4
%
32.7
%
70 bps
Non-GAAP income from operations (B)
2,039
1,763
16
Non-GAAP operating margin
36.1
%
34.3
%
180 bps
Net income
1,523
1,401
9
Non-GAAP net income (B)
1,632
1,407
16
Diluted earnings per share
$
10.43
$
9.51
10
Non-GAAP diluted earnings per share (B)
$
11.17
$
9.55
17
Operating cash flow
1,806
1,752
3
Free cash flow(C)
1,650
1,662
(1
)
(A)
In order to provide a framework for assessing how our underlying businesses performed, excluding the effect of
Page 2, financial results: quarterly and annual GAAP and non-GAAP performance · Filed 06/08/2026
In some countries, such as France, Germany, and Japan, government reimbursement is currently available for the purchase or rental of our products, subject to constraints such as price controls or unit sales limitations.
Business: reimbursement price controls and unit sales limitations · Filed 13/08/2026
The implementation of the competitive bidding program has resulted in reduced Medicare payment for CPAP and respiratory assist devices, and related supplies and accessories in both competitive bidding areas and non-competitive bidding areas.
Business: realized Medicare reimbursement reductions · Filed 13/08/2026
We offer our Sleep and Breathing Health customers cash or product rebates based on volume or sales targets measured over quarterly or annual periods.
Revenue recognition: cash and product rebates tied to volume or sales targets · Filed 13/08/2026
AND SUBSIDIARIES Consolidated Statements of Cash Flows Years ended June 30, 2026, 2025 and 2024 (In US$ and in thousands) June 30, 2026 June 30, 2025 June 30, 2024 Cash flows from operating activities: Net income $ 1,523,293 $ 1,400,723 $ 1,020,951 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 201,342 198,473 176,870 Amortization of right-of-use assets 42,810 37,338 39,339 Stock-based compensation costs (note 10) 104,348 91,661 80,184 (Gain) loss attributable to equity method investments, net of dividends received (note 6) (2,382) (3,644) 1,848 (Gain) loss on equity investments (note 6) 15,014 10,299 4,045 Gain on previously held equity investment (note 6) (4,353) — — Restructuring expenses (note 17) — — 33,239 Changes in operating assets and liabilities: Accounts receivable (96,778) (76,684) (134,278) Inventories (9,920) (80,165) 172,203 Prepaid expenses, net deferred income taxes and other current assets (140,260) 82,629 (115,213) Accounts payable, accrued expenses and other 172,715 90,958 122,072 Net cash provided by (used in) operating activities 1,805,829 1,751,588 1,401,260 Cash flows from investing activities: Purchases of property, plant and equipment (156,285) (89,865) (99,460) Patent registration costs (18,670) (10,777) (15,396) Purchases of intangible assets (2,218) — — Business acquisitions, net of cash acquired (350,724) (139,248) (133,464) Purchases of investments (note 6) (28,536) (6,416) (12,765) Proceeds from exits of investments (note 6) 2,752 4,628 1,000 Proceeds (payments) on maturity of foreign currency contracts 8,482 41,633 (9,699) Net cash provided by (used in) investing activities (545,199) (200,045) (269,784) Cash flows from financing activities: Proceeds from issuance of common stock, net 74,503 74,439 53,094 Taxes paid related to net share settlement of equity awards (21,833) (18,077) (8,757) Purchases of treasury stock (700,037) (300,025) (150,011) Payments of business combination contingent consideration — (855) (1,293) Acquisition of consolidated subsidiary — (10,855) — Proceeds from borrowings, net of borrowing costs — — 105,000 Repayment of borrowings (10,000) (40,000) (835,000) Dividends paid (349,662) (310,880) (282,320) Net cash provided by (used in) financing activities (1,007,029) (606,253) (1,119,287) Effect of exchange rate changes on cash 6,183 25,799 (1,719) Net increase (decrease) in cash and cash equivalents 259,784 971,089 10,470 Cash and cash equivalents at beginning of period 1,209,450 238,361 227,891 Cash and cash equivalents at end of period $ 1,469,234 $ 1,209,450 $ 238,361 See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows: fiscal 2026, 2025 and 2024 · Filed 13/08/2026
For fiscal year 2026, 50% of our executives' annual equity grant value consisted of relative and absolute TSR PSUs, while the remaining 50% consisted of executive RSUs and/or stock options.
Executive Compensation: actual fiscal 2026 executive equity grant mix · Filed 01/10/2026
The Absolute TSR PSUs granted in November 2021 (fiscal year 2022) did not achieve the required goals for the four-year performance period ending in November 2025 and were forfeited.
Executive Compensation: fiscal 2022 absolute TSR awards forfeited after missed goals · Filed 01/10/2026
If, during the first three years, cumulative TSR after grant is equal to or greater than 33.1% at the end of any fiscal quarter, representing target performance after three years, then 25% of the target award would be deemed earned, is banked, and paid out at the end of year three, even if performance at the end of year three is below the three-year threshold.
Executive Compensation: absolute TSR award banking provision · Filed 01/10/2026
Our independent directors, led by the lead director, meet in executive session at each board meeting, and our committees are filled entirely by independent directors, enabling the board to fulfill its independent oversight responsibilities.
Board Structure and Operations: independent executive sessions and committee composition · Filed 01/10/2026
During the fiscal years ended June 30, 2026 and June 30, 2025, and the subsequent interim period through August 13, 2026, (i) there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) between us and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in connection with its reports; and (ii) there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Audit Matters: no auditor disagreements or reportable events through August 13, 2026 · Filed 01/10/2026
FARRELL Chief Executive Officer and Chairman August 13, 2026 Michael J.
Signatures: combined chief executive officer and chairman roles · Filed 13/08/2026
24 | 2026 Proxy Statement Table of Contents Board and Governance Matters Chair Christopher DelOrefice Other Members Carol Burt Jan De Witte Harjit Gill John Hernandez Ronald Taylor* Independent: 100% Meetings in Fiscal Year 2026: 8 Fiscal Year 2026 Meeting Attendance: 98% *retiring on November 18, 2026 Audit Committee Our board has determined that each member of the audit committee is independent within the meaning of the applicable SEC rules and NYSE listing standards and is financially literate as required by the NYSE listing standards.
Board committee disclosures: audit committee independence, meetings and attendance · Filed 01/10/2026
