Equity awards lift LivaNova (NASDAQ: LIVN) CINO Ahmet Tezel’s stake

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LivaNova PLC Chief Innovation Officer Ahmet Tezel reported routine equity compensation changes. Vested restricted stock units converted into 3,408 ordinary shares, with 1,186 shares withheld at $61.27 to cover taxes, leaving 4,157 ordinary shares held directly. Tezel also received 13,873 new restricted stock units and four performance stock unit awards of 4,624 units each, all subject to multi‑year vesting and performance conditions tied to revenue growth, relative total shareholder return, and adjusted earnings per share.

Insider Trade Summary

3,408 shares exercised/converted

Mixed 7 txns

Insider Tezel Ahmet

Role Chief Innovation Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,408	$0.00	--
Grant/Award	Restricted Stock Units	13,873	$0.00	--
Grant/Award	Performance Stock Units	4,624	$0.00	--
Grant/Award	Performance Stock Units	4,624	$0.00	--
Grant/Award	Performance Stock Units	4,624	$0.00	--
Exercise	Ordinary Shares	3,408	$0.00	--
Tax Withholding	Ordinary Shares	1,186	$61.27	$73K

Holdings After Transaction: Restricted Stock Units — 6,814 shares (Direct); Performance Stock Units — 4,624 shares (Direct); Ordinary Shares — 5,343 shares (Direct)

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, 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. 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. 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. 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

RSUs settled: 3,408 units Shares withheld for taxes: 1,186 shares at $61.27 Ordinary shares held: 4,157 shares +3 more

6 metrics

RSUs settled 3,408 units Vested restricted stock units converted into ordinary shares on March 30, 2026

Shares withheld for taxes 1,186 shares at $61.27 Tax-withholding disposition on March 30, 2026

Ordinary shares held 4,157 shares Direct ownership after transactions on March 30, 2026

New RSU grant 13,873 units Restricted stock units granted on March 30, 2026

PSU awards 4,624 units each Multiple performance stock unit grants on March 30, 2026

RSU exercise price $0.00 per unit Conversion of vested RSUs into ordinary shares

Key Terms

Restricted Stock Units, Performance Stock Units, tax liability, three-year vesting, +2 more

6 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.

Performance Stock Units financial

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

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.

tax liability financial

"Shares withheld to satisfy tax liability."

three-year vesting financial

"granted RSUs subject to a three-year vesting in equal annual installments"

relative total shareholder return financial

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

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.

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^*

Tezel Ahmet

(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)
	Chief Innovation 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		3,408⁽¹⁾	A	$0	5,343	D
Ordinary Shares	03/30/2026		F		1,186⁽²⁾	D	$61.27	4,157	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			3,408	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	3,408	$0	6,814	D
Restricted Stock Units	⁽³⁾	03/30/2026		A		13,873		⁽⁵⁾	⁽⁵⁾	Ordinary Shares	13,873	$0	13,873	D
Performance Stock Units	⁽⁶⁾	03/30/2026		A		4,624		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	4,624	$0	4,624	D
Performance Stock Units	⁽⁶⁾	03/30/2026		A		4,624		⁽⁸⁾	⁽⁸⁾	Ordinary Shares	4,624	$0	4,624	D
Performance Stock Units	⁽⁶⁾	03/30/2026		A		4,624		⁽⁹⁾	⁽⁹⁾	Ordinary Shares	4,624	$0	4,624	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, 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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) executive Ahmet Tezel report in this Form 4?

Ahmet Tezel reported routine equity compensation activity. Vested restricted stock units converted into ordinary shares, some shares were withheld for taxes, and he received new restricted stock unit and performance stock unit awards subject to future vesting and performance conditions.

How many LivaNova (LIVN) ordinary shares does Ahmet Tezel hold after these transactions?

After these transactions, Ahmet Tezel directly holds 4,157 LivaNova ordinary shares. This figure reflects both the settlement of vested restricted stock units into shares and the withholding of 1,186 shares to satisfy related tax obligations at a stated price.

What restricted stock unit (RSU) awards did Ahmet Tezel receive from LivaNova (LIVN)?

Tezel received a grant of 13,873 restricted stock units. Each RSU represents a contingent right to receive one LivaNova ordinary share, subject to three-year vesting in equal annual installments and potential forfeiture under the company’s 2022 incentive award plans and award agreements.

What performance stock unit (PSU) awards were granted to Ahmet Tezel at LivaNova (LIVN)?

Tezel was granted multiple performance stock unit awards of 4,624 units each. These PSUs may vest or lapse on March 30, 2029 based on revenue growth, relative total shareholder return, and adjusted earnings per share performance for the 2026–2028 period, plus continued service.

How were taxes handled on Ahmet Tezel’s vested RSUs at LivaNova (LIVN)?

To satisfy tax liabilities on vested restricted stock units, 1,186 LivaNova ordinary shares were withheld at $61.27 per share. This F‑code transaction reflects a tax-withholding disposition rather than an open-market sale, and it reduced the net shares Tezel received.

What are the vesting terms for Ahmet Tezel’s new LivaNova (LIVN) RSUs granted in 2025 and 2026?

RSUs granted on March 30, 2025 and March 30, 2026 vest over three years in equal annual installments. They are subject to forfeiture before vesting under LivaNova’s First and Second Amended and Restated 2022 Incentive Award Plans and the related award agreements.