Edwards CEO exercises rights, sells 36K shares
Edwards Lifesciences CEO Bernard J. Zovighian reported several stock transactions.
Rhea-AI Filing Summary
Edwards Lifesciences CEO Bernard J. Zovighian reported several stock transactions. On May 11, 2026, he exercised 47,207 Performance Rights into common stock, with 26,198 shares withheld at $79.96 per share to cover tax obligations, leaving him with additional net shares rather than an open-market sale. The filing notes these vested from performance-based restricted stock units granted in May 2023, after the board’s committee certified 167.70% of the target as earned.
On May 12, 2026, a trust associated with him sold a total of 36,351 common shares in open-market trades at weighted average prices around $78 per share, and there were two bona fide gifts totaling 53,280 shares between direct and trust holdings. These transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on December 12, 2025. After the reported transactions, he holds about 99,165 shares directly, plus additional indirect holdings through a trust and a 401(k) plan.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
8 txns
Insider
Zovighian Bernard J
Role
CEO
Sold
36,351 shs ($2.83M)
Approx. gross sale proceeds
$2.83M
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock | 26,640 | $0.00 | $0.00 |
| Gift | Common Stock | 26,640 | $0.00 | $0.00 |
| Sale | Common Stock | 845 | $78.4027 | $66K |
| Sale | Common Stock | 35,506 | $77.9238 | $2.77M |
| Exercise | Performance Rights | 47,207 | $0.00 | $0.00 |
| Exercise | Common Stock | 47,207 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 26,198 | $79.96 | $2.09M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance Rights — 0 contracts (Direct);
Common Stock — 99,164.6499 shares (Direct);
Common Stock — 12,039.5511 shares (Indirect, By Trust);
Common Stock — 3,733.5603 shares (Indirect, 401(k))
Footnotes (5)
- 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. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025.
- F3. This transaction was executed in multiple trades at prices ranging from $78.390 to $78.430. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F4. This transaction was executed in multiple trades at prices ranging from $77.375 to $78.360. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F5. These Performance Rights expire on May 10, 2030.
Key Figures
Open-market sales: 36,351 shares
Performance Rights exercised: 47,207 shares
Tax-withheld shares: 26,198 shares at $79.96
+5 more
8 metrics
Open-market sales
36,351 shares
Common Stock sold by trust on May 12, 2026
Performance Rights exercised
47,207 shares
Converted to common stock on May 11, 2026
Tax-withheld shares
26,198 shares at $79.96
Shares withheld to cover tax obligations on May 11, 2026
Gifted shares
53,280 shares
Bona fide gifts on May 12, 2026
Direct holdings after transactions
99,164.6499 shares
Common Stock held directly after May 12, 2026
Trust holdings after transactions
48,390.5511 shares
Common Stock held indirectly by trust after May 12, 2026
401(k) holdings
3,733.5603 shares
Common Stock held indirectly via 401(k) as of May 11, 2026
Vesting performance level
167.70%
Of target restricted stock units certified as earned
Key Terms
Performance Rights, restricted stock units, Rule 10b5-1 trading plan, bona fide gift, +1 more
5 terms
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.
restricted stock units financial
"granted a target number of shares covered by restricted stock units with performance-based vesting"
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.
Rule 10b5-1 trading plan regulatory
"transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
bona fide gift financial
"transaction code description: Bona fide gift"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
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.
FAQ
What stock transactions did Edwards Lifesciences (EW) CEO Bernard Zovighian report?
He reported exercising 47,207 Performance Rights into common stock, open-market sales of 36,351 shares by a trust, a tax-withholding disposition of 26,198 shares, and bona fide gifts totaling 53,280 shares between direct and trust holdings.
Were Bernard Zovighian’s Edwards Lifesciences (EW) stock sales pre-planned?
Yes. The filing states the reported transactions were executed under a Rule 10b5-1 trading plan adopted on December 12, 2025, indicating the sales and related trades were pre-arranged rather than discretionary market-timing decisions.
What is the size of Bernard Zovighian’s remaining Edwards Lifesciences (EW) holdings?
After the reported transactions, he holds 99,164.6499 Edwards Lifesciences common shares directly, plus 48,390.5511 shares indirectly through a trust and 3,733.5603 shares in a 401(k) plan, based on the post-transaction balances shown.
What do the exercised Performance Rights in Edwards Lifesciences (EW) represent?
They stem from performance-based restricted stock units granted on May 11, 2023. On May 6, 2026, the board committee certified 167.70% of the target number as earned, leading to 47,207 Performance Rights converting into common shares on May 11, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
