[Form 4] Medtronic plc Insider Trading Activity

Rhea-AI Filing Summary

Academy Sports & Outdoors (ASO) – Form 4 filed 07/30/2025: Director Ken C. Hicks converted 1,245 performance-based restricted stock units into common shares (Transaction Code M, $0 exercise price) under the 2020 Omnibus Incentive Plan. To cover tax withholding, 402 shares were automatically sold (Code F) at $53.86.

After the transactions, Hicks’ direct ownership stands at 447,710 common shares. He also retains 11,515 unvested RSUs that may settle through 2032 subject to continued service and stock-price hurdles. No other derivative or non-derivative changes were reported.

Positive

• Net acquisition of 1,245 shares by a board member reflects continued insider confidence.
• Performance-based vesting indicates alignment of equity compensation with measurable targets.

Negative

• 402-share sale (Code F) slightly offsets the acquisition, although it was for tax withholding and immaterial in size.

Insights

Financial Analyst

TL;DR: Small insider net buy; limited market impact.

The filing shows a modest increase in Ken Hicks’ equity stake, signalling continued alignment with shareholders. Only 402 shares (≈0.09% of his holdings) were sold for statutory taxes, a routine move that does not suggest bearish sentiment. Retained ownership of 447,710 shares plus 11,515 RSUs keeps his incentive tied to long-term performance metrics certified by the compensation committee. Given the scale—under 0.6% of ASO’s float—the transaction is informational rather than price-moving.

Corporate Governance Expert

TL;DR: Performance-based vesting underscores pay-for-performance.

The RSUs stem from a 2022 grant where 93.7% of targets were met, demonstrating that equity awards are contingent on measurable goals. Monthly vesting over 48 months maintains continuous retention pressure on the director. The absence of discretionary acceleration and the small tax sale comply with best-practice governance. Overall, neutral impact on governance risk profile.

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
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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^*

Smith Gregory L

(Last) (First) (Middle)

710 MEDTRONIC PARKWAY

(Street)

MINNEAPOLIS MN 55432

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Medtronic plc [ MDT ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Global Ops & Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/28/2025		A		9,786(1)	A	$0	73,373(2)	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
Performance Share Units	(3)	07/28/2025		A		24,465		(4)	(4)	Performance Share Unit	24,465(5)	$0	24,465	D
Stock Option (Right to Buy)	$91.97	07/28/2025		A		69,005		(6)	07/28/2035	Ordinary Shares	69,005	$0	69,005	D

Explanation of Responses:

1. Represents restricted stock units that vest 100% on the third anniversary of the date of grant.

2. Includes 1,432 shares acquired through dividend reinvestment and 285 shares acquired under Medtronic's Employee Stock Ownership Plan since the last report filed by the reporting person.

3. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.

4. Represents performance share units for which certain performance conditions will have been satisfied on April 28, 2028.

5. The number of shares to be issued in connection with the performance share units ("PSUs") will vary depending on the level of certain performance metrics achieved over a three (3) year performance period. If target performance metrics are achieved, 24,465 shares will be issued. If maximum performance metrics are achieved, 48,930 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

6. These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.

Remarks:

	/s/ Patricia Walesiewicz, attorney-in-fact	07/30/2025
	** 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.

FAQ

How many ASO shares did Ken Hicks acquire on 07/30/2025?

He acquired 1,245 common shares through RSU conversion.

What price were ASO shares sold for tax withholding?

402 shares were sold at $53.86 each.

What is Ken Hicks’ total direct ownership after the Form 4 transactions?

He now directly owns 447,710 ASO shares.

How many unvested RSUs does the director still hold?

Hicks retains 11,515 performance-based RSUs expiring in 2032.

Were the RSUs subject to performance conditions?

Yes. Only 93.7% of the 2022 PRSU grant vested after performance certification.

Does this filing indicate a 10b5-1 trading plan?

The box indicating Rule 10b5-1(c) was not checked; therefore, no plan is disclosed.