LivaNova (LIVN) executive RSUs vest, tax withholding trims new shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LivaNova PLC executive Franco Poletti, President of Cardiopulmonary, reported routine equity compensation activity involving vested restricted stock units (RSUs) settling into ordinary shares. On March 30, 2026, 3,184 ordinary shares were issued upon RSU vesting, with 1,370 shares withheld at 61.27 per share to cover tax liabilities.

After these transactions, Poletti held 10,755 ordinary shares directly, plus 219 ordinary shares held indirectly through his spouse. The RSUs vested under LivaNova’s 2015 Incentive Award Plan, 2022 Incentive Award Plan and the First Amended and Restated 2022 Incentive Award Plan, reflecting ongoing, scheduled compensation vesting rather than open‑market trading.

Insider Trade Summary

3,184 shares exercised/converted

Mixed 7 txns

Insider Poletti Franco

Role President, Cardiopulmonary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	171	$0.00	--
Exercise	Restricted Stock Units	325	$0.00	--
Exercise	Restricted Stock Units	558	$0.00	--
Exercise	Restricted Stock Units	2,130	$0.00	--
Exercise	Ordinary Shares	3,184	$0.00	--
Tax Withholding	Ordinary Shares	1,370	$61.27	$84K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Ordinary Shares — 12,125 shares (Direct); Ordinary Shares — 219 shares (Indirect, By Spouse)

Footnotes (1)

Reporting person had vested restricted stock units (RSUs) 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.

Key Figures

RSU conversion shares: 3,184 shares Tax withholding shares: 1,370 shares Direct holdings after transaction: 10,755 shares +3 more

6 metrics

RSU conversion shares 3,184 shares Ordinary shares issued from vested RSUs on March 30, 2026

Tax withholding shares 1,370 shares Shares withheld to satisfy tax liability at 61.27 per share

Direct holdings after transaction 10,755 shares Ordinary shares held directly by Franco Poletti after transactions

Indirect holdings by spouse 219 shares Ordinary shares held indirectly through spouse

Derivative exercises 4 transactions, 3,184 shares Exercise or conversion of derivative securities (RSUs) on March 30, 2026

Tax-withholding transactions 1 transaction, 1,370 shares Payment of tax liability by delivering securities

Key Terms

Restricted Stock Units, tax liability, 2015 Incentive Award Plan, 2022 Incentive Award Plan, +1 more

5 terms

Restricted Stock Units financial

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

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.

tax liability financial

"Shares withheld to satisfy tax liability."

2015 Incentive Award Plan financial

"in accordance with the terms of the Company's 2015 Incentive Award Plan (the 2015 Plan)"

2022 Incentive Award Plan financial

"in accordance with the terms of the Company's 2022 Incentive Award Plan (the 2022 Plan)"

First Amended and Restated LivaNova PLC 2022 Incentive Award Plan financial

"terms of the First Amended and Restated LivaNova PLC 2022 Incentive Award Plan (the First A&R 2022 Plan)"

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^*

Poletti Franco

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Cardiopulmonary

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		3,184⁽¹⁾	A	$0	12,125	D
Ordinary Shares	03/30/2026		F		1,370⁽²⁾	D	$61.27	10,755	D
Ordinary Shares								219	I	By Spouse

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			171	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	171	$0	0	D
Restricted Stock Units	⁽³⁾	03/30/2026		M			325	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	325	$0	325	D
Restricted Stock Units	⁽³⁾	03/30/2026		M			558	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	558	$0	1,117	D
Restricted Stock Units	⁽³⁾	03/30/2026		M			2,130	⁽⁷⁾	⁽⁷⁾	Ordinary Shares	2,130	$0	4,258	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, 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.

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 insider transactions did LivaNova (LIVN) report for Franco Poletti?

LivaNova reported that executive Franco Poletti had vested RSUs settle into 3,184 ordinary shares on March 30, 2026. Of these, 1,370 shares were withheld to satisfy tax liabilities, with the remaining shares increasing his direct equity stake in the company.

How many LivaNova (LIVN) shares does Franco Poletti hold after the Form 4?

After the reported transactions, Franco Poletti holds 10,755 LivaNova ordinary shares directly. In addition, 219 ordinary shares are held indirectly through his spouse, reflecting both his personal and family-related ownership reported in the filing.

Were any of Franco Poletti’s LivaNova (LIVN) transactions open-market sales or purchases?

No open-market sales or purchases were reported. The filing shows RSUs converting into ordinary shares and a tax-withholding disposition, where 1,370 shares were retained by the company to cover taxes, rather than sold on the open market.

Which equity plans govern the RSUs reported for LivaNova (LIVN) executive Franco Poletti?

The RSUs are governed by LivaNova’s 2015 Incentive Award Plan, the 2022 Incentive Award Plan, and the First Amended and Restated 2022 Incentive Award Plan. These plans set vesting schedules, forfeiture provisions, and settlement terms for the executive’s equity awards.

What vesting schedules apply to the LivaNova (LIVN) RSUs reported in this Form 4?

RSU grants dated March 30, 2022, 2023, and 2024 vest over four years in equal annual installments, while the March 30, 2025 grant vests over three years. All remain subject to potential forfeiture under their respective incentive award plans and agreements.