Medtronic CEO awarded 103,831 PSUs and stock options

Medtronic Chairman and CEO Geoffrey Martha reported multiple equity awards.

Accepted by SEC EDGAR 08/04/2026 - 07:57 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Medtronic Chairman and CEO Geoffrey Martha reported multiple equity awards. On August 3, 2026 he received 103,831 Performance Share Units, 41,533 restricted stock units, and two stock option grants for 295,002 and 273,150 shares at $86.6800 per share, with options vesting 25% annually and expiring August 3, 2036. PSU payouts can range from 0 to 249,194 shares based on performance through April 27, 2029. On July 31, 2026, 15,810 shares were withheld to cover taxes on previously vested restricted stock units.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Martha Geoffrey

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units F4, F5, F6	103,831	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F7	295,002	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy) F7	273,150	$0.00	$0.00
Grant/Award	Ordinary Shares F3	41,533	$0.00	$0.00
Tax Withholding	Ordinary Shares F1, F2	15,810	$85.39	$1.35M

Holdings After Transaction: Performance Share Units — 103,831 contracts (Direct); Stock Option (Right to Buy) — 568,152 contracts (Direct); Ordinary Shares — 327,866 shares (Direct)

Footnotes (7)

1. F1. Represents shares withheld for taxes upon the vesting of restricted stock units previously reported on Table I.
2. F2. Includes 980 shares acquired through dividend reinvestment since the last report filed by the reporting person.
3. F3. Represents restricted stock units that vest 100% on the third anniversary of the date of grant.
4. F4. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.
5. F5. Represents performance share units for which certain performance conditions will have been satisfied on April 27, 2029.
6. F6. 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, 103,831 shares will be issued. If maximum performance metrics are achieved, 249,194 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.
7. F7. These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.

Key Figures

Performance Share Units granted: 103,831 units Maximum PSU payout: 249,194 shares Stock options grant 1: 295,002 shares at $86.6800 +4 more

7 metrics

Performance Share Units granted 103,831 units PSUs granted to CEO on August 3, 2026; each represents one ordinary share at target

Maximum PSU payout 249,194 shares Maximum shares issuable if PSU performance metrics are achieved at the highest level

Stock options grant 1 295,002 shares at $86.6800 Options granted August 3, 2026, expiring August 3, 2036

Stock options grant 2 273,150 shares at $86.6800 Second option grant on August 3, 2026, expiring August 3, 2036

Restricted stock units granted 41,533 units RSUs vest 100% on the third anniversary of the grant date

Shares withheld for taxes 15,810 shares at $85.3900 Tax withholding on July 31, 2026 upon vesting of earlier RSUs

Dividend reinvestment shares 980 shares Shares acquired through dividend reinvestment since the last reported update

Key Terms

Performance Share Units, restricted stock units, dividend reinvestment, performance metrics

4 terms

Performance Share Units financial

"Each performance share unit represents a contingent right to receive one share"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

restricted stock units financial

"Represents restricted stock units that vest 100% on the third anniversary"

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.

dividend reinvestment financial

"Includes 980 shares acquired through dividend reinvestment since the last report"

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

performance metrics financial

"will vary depending on the level of certain performance metrics achieved"

Performance metrics are concrete numbers or ratios that show how well a business, product, or investment is doing—like speed, fuel use and mileage on a car’s dashboard. They measure things investors care about, such as sales growth, profitability, cash flow, customer retention or efficiency, so readers can compare progress, spot strengths or problems, and make informed decisions about buying, holding or selling shares.

FAQ

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

What equity awards did Medtronic (MDT) CEO Geoffrey Martha receive on August 3, 2026?

On August 3, 2026, Geoffrey Martha received 103,831 Performance Share Units, 41,533 restricted stock units, and two stock option grants for 295,002 and 273,150 ordinary shares at an exercise price of $86.6800 per share, all held directly.

How do the new Performance Share Units for Medtronic (MDT) CEO work?

Each Performance Share Unit is a contingent right to receive one Medtronic share. Depending on performance metrics over a three-year period, payouts can range from 0 shares if minimums are not met to a maximum of 249,194 shares, with 103,831 shares at target performance.

What are the vesting terms of Geoffrey Martha’s new Medtronic (MDT) stock options?

The stock options covering 295,002 and 273,150 shares have an exercise price of $86.6800 and become exercisable at 25% per year, starting on the first anniversary of grant. They expire on August 3, 2036, if not exercised earlier.

When do Geoffrey Martha’s new restricted stock units in Medtronic (MDT) vest?

The 41,533 restricted stock units granted to Geoffrey Martha vest 100% on the third anniversary of the grant date. Until vesting, they represent a right to receive shares rather than current ownership of Medtronic ordinary shares.

Why were 15,810 Medtronic (MDT) shares disposed of on July 31, 2026?

On July 31, 2026, 15,810 Medtronic ordinary shares were withheld at $85.3900 per share to satisfy tax obligations upon vesting of previously granted restricted stock units. This transaction reflects tax withholding, not an open-market sale by Geoffrey Martha.

Did Geoffrey Martha acquire any Medtronic (MDT) shares through dividend reinvestment?

Since his last reported ownership update, Geoffrey Martha’s holdings now include 980 additional Medtronic shares acquired through dividend reinvestment. These shares accumulate automatically when dividends on existing holdings are reinvested into additional ordinary shares.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Martha Geoffrey

(Last) (First) (Middle)

710 MEDTRONIC PARKWAY

(Street)

MINNEAPOLIS MINNESOTA 55432

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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	07/31/2026		F		15,810(1)	D	$85.39	286,333(2)	D
Ordinary Shares	08/03/2026		A		41,533(3)	A	$0	327,866	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	(4)	08/03/2026		A		103,831		(5)	(5)	Ordinary Shares	103,831(6)	$0	103,831	D
Stock Option (Right to Buy)	$86.68	08/03/2026		A		295,002		(7)	08/03/2036	Ordinary Shares	295,002	$0	295,002	D
Stock Option (Right to Buy)	$86.68	08/03/2026		A		273,150		(7)	08/03/2036	Ordinary Shares	273,150	$0	273,150	D

Explanation of Responses:

1. Represents shares withheld for taxes upon the vesting of restricted stock units previously reported on Table I.

2. Includes 980 shares acquired through dividend reinvestment since the last report filed by the reporting person.

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

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

5. Represents performance share units for which certain performance conditions will have been satisfied on April 27, 2029.

6. 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, 103,831 shares will be issued. If maximum performance metrics are achieved, 249,194 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.

7. 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	08/04/2026
	** 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)