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Edwards Lifesciences (NYSE: EW) CFO exercises performance units, withholds 11,004 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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

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Negative

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Insider Ullem Scott B.
Role CVP, Chief Financial Officer
Type Security Shares Price Value
Exercise Performance Rights 19,830 $0.00 --
Exercise Common Stock 19,830 $0.00 --
Tax Withholding Common Stock 11,004 $79.96 $880K
holding Common Stock -- -- --
Holdings After Transaction: Performance Rights — 0 shares (Direct, null); Common Stock — 57,744 shares (Direct, null); Common Stock — 266,318 shares (Indirect, By Trust)
Footnotes (1)
  1. 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. These Performance Rights expire on May 10, 2030.
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
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"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ullem Scott B.
(Last)(First)(Middle)
ONE EDWARDS WAY
(Street)
IRVINE CALIFORNIA 92614
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Edwards Lifesciences Corp [ EW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CVP, Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026M19,830(1)A$0(1)57,744D
Common Stock05/11/2026F11,004D$79.9646,740D
Common Stock266,318IBy Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Rights(1)05/11/2026M19,83005/11/2026 (2)Common Stock19,830$0.00000.0000D
Explanation of Responses:
1. 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.
2. These Performance Rights expire on May 10, 2030.
Remarks:
This Form 4 reflects changes in beneficial ownership only; it does not identify other securities of the Issuer beneficially owned by the Reporting Person.
Linda J. Park, Attorney-in-Fact05/11/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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.

How many Edwards Lifesciences (EW) shares does the CFO hold after these transactions?

After the reported transactions, Scott Ullem directly holds 46,740 shares of Edwards Lifesciences common stock and indirectly holds 266,318 shares through a trust. These figures reflect his position immediately following the vesting and related tax-withholding events.

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.