Edwards Lifesciences (NYSE: EW) CFO exercises performance units, withholds 11,004 shares for taxes
Rhea-AI Filing Summary
Edwards Lifesciences Corp Chief Financial Officer Scott B. Ullem reported compensation-related equity transactions tied to performance-based restricted stock units. On May 11, 2026, he exercised 19,830 Performance Rights into the same number of common shares following the Compensation and Governance Committee’s decision that 167.70% of the target units would vest.
To cover tax obligations, 11,004 common shares were disposed of through a tax-withholding transaction at $79.96 per share, rather than via an open-market sale. After these transactions, he directly holds 46,740 common shares and indirectly holds 266,318 common shares through a trust. The Performance Rights exercised in this filing are now fully converted, with no remaining derivative position from this award.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 8,826 shares
Net Buy
4 txns
Insider
Ullem Scott B.
Role
CVP, Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Rights | 19,830 | $0.00 | $0.00 |
| Exercise | Common Stock | 19,830 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 11,004 | $79.96 | $880K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance Rights — 0 shares (Direct);
Common Stock — 46,740 shares (Direct);
Common Stock — 266,318 shares (Indirect, By Trust)
Footnotes (2)
- F1. On May 11, 2023, the Reporting Person was granted a target number of shares covered by restricted stock units with performance-based vesting requirements over a three-year performance period. On May 6, 2026, the Compensation and Governance Committee of the Board of Directors determined that 167.70% of the target number of shares would vest as of May 11, 2026, and the actual number of shares vested are reflected on this Form 4.
- F2. These Performance Rights expire on May 10, 2030.
Key Figures
Performance Rights exercised: 19,830 shares
Tax-withholding disposition: 11,004 shares at $79.96/share
Direct holdings after transaction: 46,740 shares
+3 more
6 metrics
Performance Rights exercised
19,830 shares
Performance Rights converted to common stock on May 11, 2026
Tax-withholding disposition
11,004 shares at $79.96/share
Shares withheld to cover exercise price or tax liability
Direct holdings after transaction
46,740 shares
Common stock held directly after May 11, 2026 transactions
Indirect trust holdings
266,318 shares
Common stock held indirectly by trust after transactions
Vesting percentage of target units
167.70%
Portion of target restricted stock units determined to vest
Performance Rights expiration
May 10, 2030
Expiration date for the Performance Rights award
Key Terms
restricted stock units, performance-based vesting requirements, Performance Rights, tax-withholding disposition, +1 more
5 terms
restricted stock units financial
"granted a target number of shares covered by restricted stock units with performance-based vesting requirements"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting requirements financial
"restricted stock units with performance-based vesting requirements over a three-year performance period"
Performance Rights financial
"These Performance Rights expire on May 10, 2030."
Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Compensation and Governance Committee financial
"the Compensation and Governance Committee of the Board of Directors determined that 167.70% of the target number of shares would vest"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Edwards Lifesciences (EW) CFO Scott Ullem report in this Form 4?
Scott Ullem reported vesting-related equity activity, exercising 19,830 Performance Rights into common shares and a tax-withholding disposition of 11,004 shares. These transactions stem from performance-based restricted stock units granted in 2023 that vested based on a three-year performance period.
Was the Edwards Lifesciences (EW) CFO’s Form 4 a stock sale on the open market?
No, the filing shows a tax-withholding disposition of 11,004 shares at $79.96 per share, not an open-market sale. Shares were withheld to satisfy exercise price or tax liabilities associated with the vesting of performance-based restricted stock units.
What performance outcome triggered the Edwards Lifesciences (EW) Performance Rights vesting?
The Compensation and Governance Committee determined that 167.70% of the target number of shares subject to performance-based restricted stock units would vest as of May 11, 2026. This above-target vesting percentage directly determined the number of Performance Rights exercised into common shares.
What are the Edwards Lifesciences (EW) Performance Rights mentioned in the Form 4?
The Performance Rights are restricted stock units with performance-based vesting requirements granted on May 11, 2023. They vest over a three-year performance period, and the vested units convert into common stock, as reflected by the 19,830-share exercise in this filing.
When do the Edwards Lifesciences (EW) Performance Rights reported here expire?
The Performance Rights referenced in the filing expire on May 10, 2030. However, the specific units reported here were already exercised into 19,830 shares of common stock and therefore no longer remain outstanding as derivative securities under this award.