LivaNova CEO reports RSU vesting and new PSU grants

LivaNova PLC Chief Executive Officer Vladimir Makatsaria reported multiple equity compensation transactions.

Rhea-AI Filing Summary

LivaNova PLC Chief Executive Officer Vladimir Makatsaria reported multiple equity compensation transactions. On March 30, 2026, vested restricted stock units were settled into 21,042 ordinary shares, increasing his direct holdings to 14,167 ordinary shares after shares were withheld for taxes.

The company withheld 11,159 ordinary shares at $61.27 per share to satisfy tax liabilities. Makatsaria also received new grants of 52,227 restricted stock units and three separate awards of 17,409 performance stock units each, tied to future revenue growth, relative total shareholder return, and adjusted earnings per share over performance periods through 2028.

Insider Trade Summary

21,042 shares exercised/converted

Exercise 9 txns

Insider Makatsaria Vladimir

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,352	$0.00	$0.00
Exercise	Restricted Stock Units	5,977	$0.00	$0.00
Exercise	Restricted Stock Units	11,713	$0.00	$0.00
Grant/Award	Restricted Stock Units	52,227	$0.00	$0.00
Grant/Award	Performance Stock Units	17,409	$0.00	$0.00
Grant/Award	Performance Stock Units	17,409	$0.00	$0.00
Grant/Award	Performance Stock Units	17,409	$0.00	$0.00
Exercise	Ordinary Shares	21,042	$0.00	$0.00
Exercise Price or Tax Liability	Ordinary Shares	11,159	$61.27	$684K

Holdings After Transaction: Restricted Stock Units — 94,310 contracts (Direct); Performance Stock Units — 52,227 contracts (Direct); Ordinary Shares — 14,167 shares (Direct)

Footnotes (10)

1. F1. Reporting person had vested restricted stock units (RSUs) settled in ordinary shares of LivaNova PLC (the Company), GBP 1.00 par value.
2. F2. Shares withheld to satisfy tax liability.
3. F3. 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. F4. 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 Company's 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.
5. F5. On March 30, 2025, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting having occurred 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.
6. F6. 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.
7. F7. Each performance stock unit (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.
8. F8. 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.
9. F9. 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.
10. F10. 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

RSU exercises: 21,042 shares Shares withheld for tax: 11,159 shares at $61.27 Direct holdings after transactions: 14,167 ordinary shares +4 more

7 metrics

RSU exercises 21,042 shares Ordinary shares acquired via RSU settlement on March 30, 2026

Shares withheld for tax 11,159 shares at $61.27 Tax withholding disposition on March 30, 2026

Direct holdings after transactions 14,167 ordinary shares Shares directly owned following March 30, 2026 entries

New RSU grant 52,227 RSUs Granted March 30, 2026 under Second A&R 2022 Plan

New PSU grants 17,409 PSUs each Three separate PSU awards targeting 2026–2028 metrics

RSU vesting schedule (2026 grant) 3-year, equal annual RSUs granted March 30, 2026 vesting from March 30, 2027

PSU vesting date March 30, 2029 PSUs cliff-vest or lapse based on 2026–2028 performance

Key Terms

Restricted Stock Units, Performance Stock Units, relative total shareholder return, adjusted earnings per share, +1 more

5 terms

Restricted Stock Units financial

"Reporting person had vested restricted stock units (RSUs) settled in ordinary shares of LivaNova PLC"

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

"Each performance stock unit (PSU) represents a contingent right to receive one ordinary share of the Company"

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.

relative total shareholder return financial

"based on the Company's relative total shareholder return (rTSR) for the three-year period beginning on January 1, 2026"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

adjusted earnings per share financial

"based on how the Company's adjusted earnings per share (EPS) for the performance period 2026-2028 compares to a target"

Adjusted Earnings Per Share shows how much profit a company makes for each share of stock, but it removes unusual or one-time items like big expenses or gains. This helps investors see the company's true ongoing performance, making it easier to compare how well different companies are doing over time.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did LivaNova (LIVN) CEO Vladimir Makatsaria report?

Vladimir Makatsaria reported vesting of restricted stock units into 21,042 ordinary shares and new grants of 52,227 restricted stock units plus three 17,409-share performance stock unit awards, all under LivaNova’s 2022 incentive plans.

How many LivaNova ordinary shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Vladimir Makatsaria directly holds 14,167 LivaNova ordinary shares. This reflects the settlement of vested restricted stock units into 21,042 shares and the withholding of 11,159 shares to cover associated tax liabilities.

Why were 11,159 LivaNova shares withheld in the CEO’s Form 4 filing?

LivaNova withheld 11,159 ordinary shares at $61.27 per share to satisfy Vladimir Makatsaria’s tax liability related to the vesting and settlement of restricted stock units. This withholding is reported with transaction code F, indicating a tax-related disposition, not an open-market sale.

What are the terms of the CEO’s new restricted stock unit awards at LivaNova (LIVN)?

On March 30, 2026, Vladimir Makatsaria received 52,227 restricted stock units that vest in three equal annual installments starting March 30, 2027. The units are subject to forfeiture before vesting under LivaNova’s Second Amended and Restated 2022 Incentive Award Plan and related award agreement.

How are LivaNova CEO’s performance stock units structured in this Form 4?

Makatsaria received three grants of 17,409 performance stock units each, eligible to vest on March 30, 2029. Vesting depends on revenue growth, relative total shareholder return, and adjusted EPS performance for 2026–2028 versus targets set by the plan administrator.

Do the reported LivaNova Form 4 transactions involve any open-market share sales by the CEO?

The filing shows no open-market share sales. It reports derivative exercises, equity grants, and 11,159 shares withheld for tax obligations, classified under code F. These are compensation and tax-related entries rather than discretionary market sales by Vladimir Makatsaria.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 05:20 PM Learn about SEC filing dates

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^*

Makatsaria Vladimir

(Last) (First) (Middle)

20 EASTBOURNE TERRACE

(Street)

LONDON W2 6LA

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/30/2026		M		21,042(1)	A	$0	25,326	D
Ordinary Shares	03/30/2026		F		11,159(2)	D	$61.27	14,167	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	03/30/2026		M			3,352	(4)	(4)	Ordinary Shares	3,352	$0	6,703	D
Restricted Stock Units	(3)	03/30/2026		M			5,977	(4)	(4)	Ordinary Shares	5,977	$0	11,954	D
Restricted Stock Units	(3)	03/30/2026		M			11,713	(5)	(5)	Ordinary Shares	11,713	$0	23,426	D
Restricted Stock Units	(3)	03/30/2026		A		52,227		(6)	(6)	Ordinary Shares	52,227	$0	52,227	D
Performance Stock Units	(7)	03/30/2026		A		17,409		(8)	(8)	Ordinary Shares	17,409	$0	17,409	D
Performance Stock Units	(7)	03/30/2026		A		17,409		(9)	(9)	Ordinary Shares	17,409	$0	17,409	D
Performance Stock Units	(7)	03/30/2026		A		17,409		(10)	(10)	Ordinary Shares	17,409	$0	17,409	D

Explanation of Responses:

1. Reporting person had vested restricted stock units (RSUs) 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, 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 Company's 2022 Incentive Award Plan (the 2022 Plan) and the award agreement.

5. On March 30, 2025, reporting person was granted RSUs subject to a three-year vesting in equal annual installments, the first vesting having occurred 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.

6. 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.

7. Each performance stock unit (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.

8. 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.

9. 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.

10. 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)