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LivaNova (NASDAQ: LIVN) exec gains shares via RSU, PSU vesting

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LivaNova PLC executive Stephanie Bolton reported equity compensation activity involving restricted stock units (RSUs), performance stock units (PSUs), and ordinary shares. On March 30, 2026, she exercised vested RSUs and PSUs into ordinary shares of LivaNova PLC, consistent with the company’s incentive award plans.

These exercises delivered 17,815 ordinary shares, while 8,377 ordinary shares were withheld at $61.27 per share to satisfy tax obligations, leaving her with 22,189 ordinary shares held directly after the transactions. There were no open-market purchases or sales; the only disposition was tax withholding.

Bolton also received new equity awards on the same date, including 8,976 RSUs and several PSU grants that will vest based on future revenue growth, relative total shareholder return, and adjusted earnings per share performance through 2028–2029, subject to continued service and plan terms.

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Insider Bolton Stephanie
Role President, Global Epilepsy
Type Security Shares Price Value
Exercise Restricted Stock Units 457 $0.00 --
Exercise Restricted Stock Units 1,330 $0.00 --
Exercise Restricted Stock Units 1,229 $0.00 --
Exercise Restricted Stock Units 2,343 $0.00 --
Exercise Performance Stock Units 3,243 $0.00 --
Exercise Performance Stock Units 3,156 $0.00 --
Exercise Performance Stock Units 6,057 $0.00 --
Grant/Award Restricted Stock Units 8,976 $0.00 --
Grant/Award Performance Stock Units 2,992 $0.00 --
Grant/Award Performance Stock Units 2,992 $0.00 --
Grant/Award Performance Stock Units 2,992 $0.00 --
Exercise Ordinary Shares 17,815 $0.00 --
Tax Withholding Ordinary Shares 8,377 $61.27 $513K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Stock Units — 0 shares (Direct); Ordinary Shares — 30,566 shares (Direct)
Footnotes (1)
  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.
Ordinary shares acquired via exercises 17,815 shares Derivative exercises into ordinary shares on March 30, 2026
Shares withheld for taxes 8,377 shares at $61.27 Tax-withholding disposition on March 30, 2026
Ordinary shares held after transactions 22,189 shares Direct holdings following March 30, 2026 transactions
New RSU grant 8,976 RSUs Granted March 30, 2026 under Second A&R 2022 Plan
New PSU grant (revenue-based) 2,992 PSUs Target PSUs granted March 30, 2026, vesting March 30, 2029
PSU vesting performance (FCF) 122.0% Cumulative free cash flow performance for 2023–2025 PSUs
PSU vesting performance (ROIC) 118.71% Return on invested capital performance for 2023–2025 PSUs
PSU vesting performance (rTSR) 113.89% Relative total shareholder return performance for 2023–2025 PSUs
Restricted Stock Units financial
"Reporting person had vested restricted stock units (RSUs) and vested performance stock units (PSUs) 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.
Performance Stock Units financial
"Each 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.
cumulative free cash flow (FCF) financial
"to vest or lapse on March 30, 2026 based on the Company's cumulative free cash flow (FCF) for performance period 2023-2025"
Return on Investment Capital (ROIC) financial
"to vest or lapse on March 30, 2026 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 beginning on January 1, 2023"
adjusted earnings per share (EPS) 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 (EPS) is a company’s profit allocated to each share of common stock after removing one-time items or unusual accounting effects so investors see the company’s recurring earnings. It matters because it gives a clearer picture of ongoing profitability—like comparing a household’s regular monthly income rather than a month that included an inheritance or a big repair bill—helping investors compare companies and judge sustainable earnings per share.
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*
Bolton Stephanie
(Last)(First)(Middle)
20 EASTBOURNE TERRACE
(Street)
LONDONW2 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Global Epilepsy
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026		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
Ordinary Shares03/30/2026M17,815(1)A$030,566D
Ordinary Shares03/30/2026F8,377(2)D$61.2722,189D
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
Restricted Stock Units(3)03/30/2026M457 (4) (4)Ordinary Shares457$00D
Restricted Stock Units(3)03/30/2026M1,330 (5) (5)Ordinary Shares1,330$01,329D
Restricted Stock Units(3)03/30/2026M1,229 (6) (6)Ordinary Shares1,229$02,457D
Restricted Stock Units(3)03/30/2026M2,343 (7) (7)Ordinary Shares2,343$04,684D
Performance Stock Units(8)03/30/2026M3,243 (9) (9)Ordinary Shares3,243$00D
Performance Stock Units(8)03/30/2026M3,156 (10) (10)Ordinary Shares3,156$00D
Performance Stock Units(8)03/30/2026M6,057 (11) (11)Ordinary Shares6,057$00D
Restricted Stock Units(3)03/30/2026A8,976 (12) (12)Ordinary Shares8,976$08,976D
Performance Stock Units(8)03/30/2026A2,992 (13) (13)Ordinary Shares2,992$02,992D
Performance Stock Units(8)03/30/2026A2,992 (14) (14)Ordinary Shares2,992$02,992D
Performance Stock Units(8)03/30/2026A2,992 (15) (15)Ordinary Shares2,992$02,992D
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-Fact04/01/2026
** 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 LivaNova (LIVN) executive Stephanie Bolton report in this Form 4?

Stephanie Bolton reported equity compensation activity, including exercises of vested RSUs and PSUs into ordinary shares and new grants of RSUs and PSUs. These transactions reflect routine use of LivaNova’s incentive plans rather than open-market stock purchases or sales.

How many LivaNova (LIVN) ordinary shares did Stephanie Bolton receive and retain?

Bolton received 17,815 LivaNova ordinary shares through derivative exercises. After 8,377 shares were withheld to cover tax liabilities, she directly held 22,189 ordinary shares. These figures show her net share position following all March 30, 2026 compensation-related transactions.

Were there any open-market stock sales by Stephanie Bolton in LivaNova (LIVN)?

No open-market sales were reported. The only share disposition was 8,377 ordinary shares withheld at $61.27 per share to satisfy tax liabilities. This F-code transaction is a tax-withholding mechanism, not a discretionary market sale of LivaNova shares.

What new RSU and PSU awards did Stephanie Bolton receive from LivaNova (LIVN)?

On March 30, 2026, Bolton received 8,976 RSUs and multiple PSU grants covering future performance periods. The PSUs can vest in 2029 based on revenue growth, relative total shareholder return, and adjusted EPS, contingent on continued service and plan conditions.

How were LivaNova (LIVN) performance stock units determined to vest for Stephanie Bolton?

Previously granted PSUs vested based on 2023–2025 performance. LivaNova determined vesting at 122.0% for cumulative free cash flow, 118.71% for return on invested capital, and 113.89% for relative total shareholder return, and the actual vested share quantities matched these achievement levels.