LivaNova (NASDAQ: LIVN) CFO gains shares; tax withholding reduces position

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LivaNova PLC Chief Financial Officer Alex Shvartsburg reported multiple equity compensation events on March 30, 2026. Vested restricted stock units and performance stock units were settled in ordinary shares, and 30,835 ordinary shares were acquired through exercises. Of these, 12,868 shares were withheld at $61.27 per share to cover tax liabilities, leaving 44,647 ordinary shares held directly afterward.

Earlier performance-based grants vested above target, with awards tied to cumulative free cash flow, return on investment capital, and relative total shareholder return vesting at 122.0%, 118.71%, and 113.89% of target, respectively. New grants included 16,321 restricted stock units and several performance stock unit awards that will vest over future service and performance periods.

Insider Trade Summary

30,835 shares exercised/converted

Mixed 13 txns

Insider Shvartsburg Alex

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	914	$0.00	--
Exercise	Restricted Stock Units	2,364	$0.00	--
Exercise	Restricted Stock Units	1,787	$0.00	--
Exercise	Restricted Stock Units	3,621	$0.00	--
Exercise	Performance Stock Units	5,768	$0.00	--
Exercise	Performance Stock Units	5,612	$0.00	--
Exercise	Performance Stock Units	10,769	$0.00	--
Grant/Award	Restricted Stock Units	16,321	$0.00	--
Grant/Award	Performance Stock Units	5,440	$0.00	--
Grant/Award	Performance Stock Units	5,440	$0.00	--
Grant/Award	Performance Stock Units	5,440	$0.00	--
Exercise	Ordinary Shares	30,835	$0.00	--
Tax Withholding	Ordinary Shares	12,868	$61.27	$788K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Ordinary Shares — 57,515 shares (Direct)

Footnotes (1)

Reporting person had vested restricted stock units (RSUs) and vested performance stock units (PSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value. Shares withheld to satisfy tax liability. Each RSU represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the applicable Company incentive award plan identified in the footnote for such grant and the award agreement. On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2023. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Company's 2015 Incentive Award Plan (the 2015 Plan) and the award agreement. On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2024. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Company's 2022 Incentive Award Plan (the 2022 Plan) and the award agreement. On March 30, 2024, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement. On March 30, 2025, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting occurring on March 30, 2026. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the First Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the First A&R 2022 Plan) and the award agreement. Each PSU represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the applicable Company incentive award plan identified in the footnote for such grant and the award agreement. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's cumulative free cash flow (FCF) for performance period 2023-2025 compared to a target determined by the 2022 Plan Administrator. The Company has determined that 122.0% of the underlying PSUs shall vest on March 30, 2026, subject to continued service during the vesting period and the award agreement. The performance achieved was 122.0%, and the actual number of vested shares is presented as the quantity that was acquired. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's Return on Investment Capital (ROIC) for performance period 2023-2025 compared to a target determined by the 2022 Plan Administrator. The Company has determined that 118.71% of the underlying PSUs shall vest on March 30, 2026, subject to continued service during the vesting period and the award agreement. The performance achieved was 118.71%, and the actual number of vested shares is presented as the quantity that was acquired. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's relative total shareholder return (rTSR) for the three-year period beginning on January 1, 2023 and ending December 31, 2025 relative to the total shareholder return of an index of companies, as determined by the 2022 Plan Administrator. The Company has determined that 113.89% of the underlying PSUs shall vest on March 30, 2026, subject to continued service during the vesting period and the award agreement. The performance achieved was 113.89%, and the actual number of vested shares is presented as the quantity that was acquired. On March 30, 2026, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting occurring on March 30, 2027. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Second Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the Second A&R 2022 Plan) and the award agreement. On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on how the Company's revenue growth for the performance period 2026-2028 compares to a target determined by the Second A&R 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on the Company's relative total shareholder return (rTSR) for the three-year period beginning on January 1, 2026 and ending December 31, 2028 relative to the total shareholder return of an index of companies, as determined by the Second A&R 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement. On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on how the Company's adjusted earnings per share (EPS) for the performance period 2026-2028 compares to a target determined by the Second A&R 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.

Key Figures

Shares acquired via exercise: 30,835 shares Shares withheld for taxes: 12,868 shares at $61.27 Shares held after transactions: 44,647 shares +5 more

8 metrics

Shares acquired via exercise 30,835 shares Ordinary shares from derivative exercises on March 30, 2026

Shares withheld for taxes 12,868 shares at $61.27 Tax-withholding disposition on March 30, 2026

Shares held after transactions 44,647 shares Direct ownership of ordinary shares after March 30, 2026 activity

New RSU grant 16,321 units Restricted stock units granted on March 30, 2026

New PSU grant size 5,440 units Each performance stock unit grant on March 30, 2026

FCF PSU vesting performance 122.0% PSUs tied to cumulative free cash flow for 2023–2025

ROIC PSU vesting performance 118.71% PSUs tied to return on investment capital for 2023–2025

rTSR PSU vesting performance 113.89% PSUs tied to relative total shareholder return for 2023–2025

Key Terms

restricted stock units, performance stock units, free cash flow (FCF), Return on Investment Capital (ROIC), +2 more

6 terms

restricted stock units financial

"Reporting person had vested restricted stock units (RSUs) and vested performance stock units"

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 stock units financial

"Reporting person had vested restricted stock units (RSUs) and vested performance stock units (PSUs)"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

free cash flow (FCF) financial

"based on the Company's cumulative free cash flow (FCF) for performance period 2023-2025"

Free cash flow (FCF) is the cash a company generates from its regular business after paying for necessary investments like equipment, buildings, or repairs—think of it as the money left in your wallet after paying bills and fixing the car. Investors watch FCF because it shows how much real, spendable cash a company has to pay dividends, pay down debt, buy back shares, or fund growth, making it a key measure of financial health and flexibility.

Return on Investment Capital (ROIC) financial

"based on the Company's Return on Investment Capital (ROIC) for performance period 2023-2025"

relative total shareholder return (rTSR) financial

"based on the Company's relative total shareholder return (rTSR) for the three-year period"

incentive award plan financial

"in accordance with the terms of the applicable Company incentive award plan"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 05:20 PM

SEC Form 4

FORM 4

UNITED 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^*

Shvartsburg Alex

(Last)

(First)

(Middle)

20 EASTBOURNE TERRACE

(Street)

LONDON

W26LG

(City)

(State)

(Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
LivaNova PLC [ LIVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/30/2026		M		30,835⁽¹⁾	A	$0	57,515	D
Ordinary Shares	03/30/2026		F		12,868⁽²⁾	D	$61.27	44,647	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	03/30/2026		M			914	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	914	$0	0	D
Restricted Stock Units	⁽³⁾	03/30/2026		M			2,364	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	2,364	$0	2,364	D
Restricted Stock Units	⁽³⁾	03/30/2026		M			1,787	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	1,787	$0	3,575	D
Restricted Stock Units	⁽³⁾	03/30/2026		M			3,621	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	3,621	$0	7,240	D
Performance Stock Units	⁽⁸⁾	03/30/2026		M			5,768	⁽⁹⁾	⁽⁹⁾	Ordinary Shares	5,768	$0	0	D
Performance Stock Units	⁽⁸⁾	03/30/2026		M			5,612	⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	5,612	$0	0	D
Performance Stock Units	⁽⁸⁾	03/30/2026		M			10,769	⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	10,769	$0	0	D
Restricted Stock Units	⁽³⁾	03/30/2026		A		16,321		⁽¹²⁾	⁽¹²⁾	Ordinary Shares	16,321	$0	16,321	D
Performance Stock Units	⁽⁸⁾	03/30/2026		A		5,440		⁽¹³⁾	⁽¹³⁾	Ordinary Shares	5,440	$0	5,440	D
Performance Stock Units	⁽⁸⁾	03/30/2026		A		5,440		⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	5,440	$0	5,440	D
Performance Stock Units	⁽⁸⁾	03/30/2026		A		5,440		⁽¹⁵⁾	⁽¹⁵⁾	Ordinary Shares	5,440	$0	5,440	D

Explanation of Responses:

1. Reporting person had vested restricted stock units (RSUs) and vested performance stock units (PSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.

2. Shares withheld to satisfy tax liability.

3. Each RSU represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the applicable Company incentive award plan identified in the footnote for such grant and the award agreement.

4. On March 30, 2022, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2023. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Company's 2015 Incentive Award Plan (the 2015 Plan) and the award agreement.

5. On March 30, 2023, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2024. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Company's 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.

6. On March 30, 2024, reporting person was granted RSUs subject to a four-year vesting in equal annual installments, the first vesting having occurred on March 30, 2025. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the 2022 Plan and the award agreement.

7. On March 30, 2025, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting occurring on March 30, 2026. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the First Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the First A&R 2022 Plan) and the award agreement.

8. Each PSU represents a contingent right to receive one ordinary share of the Company in accordance with the terms of the applicable Company incentive award plan identified in the footnote for such grant and the award agreement.

9. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's cumulative free cash flow (FCF) for performance period 2023-2025 compared to a target determined by the 2022 Plan Administrator. The Company has determined that 122.0% of the underlying PSUs shall vest on March 30, 2026, subject to continued service during the vesting period and the award agreement. The performance achieved was 122.0%, and the actual number of vested shares is presented as the quantity that was acquired.

10. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's Return on Investment Capital (ROIC) for performance period 2023-2025 compared to a target determined by the 2022 Plan Administrator. The Company has determined that 118.71% of the underlying PSUs shall vest on March 30, 2026, subject to continued service during the vesting period and the award agreement. The performance achieved was 118.71%, and the actual number of vested shares is presented as the quantity that was acquired.

11. On March 30, 2023, reporting person was granted PSUs to vest or lapse on March 30, 2026 based on the Company's relative total shareholder return (rTSR) for the three-year period beginning on January 1, 2023 and ending December 31, 2025 relative to the total shareholder return of an index of companies, as determined by the 2022 Plan Administrator. The Company has determined that 113.89% of the underlying PSUs shall vest on March 30, 2026, subject to continued service during the vesting period and the award agreement. The performance achieved was 113.89%, and the actual number of vested shares is presented as the quantity that was acquired.

12. On March 30, 2026, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting occurring on March 30, 2027. The RSUs are subject to forfeiture prior to vesting in accordance with the terms of the Second Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the Second A&R 2022 Plan) and the award agreement.

13. On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on how the Company's revenue growth for the performance period 2026-2028 compares to a target determined by the Second A&R 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.

14. On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on the Company's relative total shareholder return (rTSR) for the three-year period beginning on January 1, 2026 and ending December 31, 2028 relative to the total shareholder return of an index of companies, as determined by the Second A&R 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.

15. On March 30, 2026, reporting person was granted PSUs to vest or lapse on March 30, 2029 based on how the Company's adjusted earnings per share (EPS) for the performance period 2026-2028 compares to a target determined by the Second A&R 2022 Plan Administrator. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to continued service during the vesting period and the award agreement.

Remarks:

	/s/ Sarah K. Mohr, Attorney-in-Fact	04/01/2026
	** Signature of Reporting Person	Date
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 LivaNova (LIVN) CFO Alex Shvartsburg report in this Form 4?

LivaNova CFO Alex Shvartsburg reported vesting and settlement of restricted stock units and performance stock units into ordinary shares, along with new equity grants. These transactions reflect routine equity compensation rather than open-market buying or selling activity.

How many LivaNova ordinary shares did the CFO acquire and hold after these transactions?

Through derivative exercises, the CFO acquired 30,835 LivaNova ordinary shares. After shares were withheld for taxes, he held 44,647 ordinary shares directly. This figure reflects his post-transaction equity position reported in the filing.

What portion of LivaNova shares were withheld for the CFO’s tax obligations?

The filing shows 12,868 ordinary shares were withheld at a price of $61.27 per share to satisfy tax liabilities. This F-code transaction is a tax-withholding mechanism, not an open-market sale, and accompanies the vesting and exercise of equity awards.

What new equity awards did the LivaNova CFO receive on March 30, 2026?

On March 30, 2026, the CFO received 16,321 restricted stock units and several performance stock unit grants of 5,440 units each. These awards vest over future years based on continued service and performance goals under the company’s incentive award plans.

How did LivaNova’s performance affect the CFO’s earlier PSU vesting outcomes?

Earlier performance stock units vested above target based on company results. Awards linked to free cash flow, return on investment capital, and relative total shareholder return vested at 122.0%, 118.71%, and 113.89% of target, respectively, increasing the number of shares delivered.

Are the LivaNova CFO’s reported transactions open-market buys or sales?

The reported transactions are primarily exercises and settlements of restricted and performance stock units, plus new grants. Only 12,868 shares were disposed of, and solely to cover tax liabilities, rather than through discretionary open-market purchases or sales.