Medtronic CEO exercises 85,461 performance share units

Medtronic plc Chairman and CEO Geoffrey Martha reported a compensation-related equity transaction involving performance share units.

Rhea-AI Filing Summary

Medtronic plc Chairman and CEO Geoffrey Martha reported a compensation-related equity transaction involving performance share units. On May 26, 2026, he exercised performance-vesting share units into 85,461 Ordinary Shares, with the performance share units having fully vested on April 24, 2026. A related entry shows 94,963 Ordinary Shares credited, and his direct holdings after these transactions total 343,099 Ordinary Shares, which include 1,743 shares acquired through dividend reinvestment since his last report. Each performance share unit represented a contingent right to receive one Medtronic ordinary share, granted on July 31, 2023 and settled based on performance certified on May 26, 2026. The filing does not report any open‑market purchases or sales, only the exercise and settlement of equity awards.

Insider Trade Summary

85,461 shares exercised/converted

Exercise 2 txns

Insider Martha Geoffrey

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Performance Share Unit	85,461	$0.00	$0.00
Exercise	Ordinary Shares	94,963	$0.00	$0.00

Holdings After Transaction: Performance Share Unit — 0 contracts (Direct); Ordinary Shares — 343,099 shares (Direct)

Footnotes (4)

1. F1. Represents shares issued upon the settlement of performance-vesting share units granted on July 31, 2023, based on performance as certified on May 26, 2026.
2. F2. Includes 1,743 shares acquired through dividend reinvestment since the last report filed by the reporting person.
3. F3. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.
4. F4. The performance share units vested on April 24, 2026.

Key Figures

Performance share units exercised: 85,461 units Ordinary Shares credited: 94,963 shares Shares held after transaction: 343,099 shares +3 more

6 metrics

Performance share units exercised 85,461 units Exercised and settled into Medtronic ordinary shares on May 26, 2026

Ordinary Shares credited 94,963 shares Non-derivative entry of Medtronic ordinary shares on May 26, 2026

Shares held after transaction 343,099 shares Total direct Medtronic ordinary shares following the reported transactions

Dividend reinvestment shares 1,743 shares Additional shares acquired through dividend reinvestment since the last report

Transaction price per share $0.0000 per share Reported exercise/settlement price for the equity awards

Exercise transactions 1 derivative exercise transactionSummary exerciseCount for performance share units

Key Terms

Performance Share Unit, performance-vesting share units, dividend reinvestment, contingent right

4 terms

Performance Share Unit financial

"Security title listed as Performance Share Unit with underlying Ordinary Shares"

A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.

performance-vesting share units financial

"Represents shares issued upon the settlement of performance-vesting share units granted on July 31, 2023"

dividend reinvestment financial

"Includes 1,743 shares acquired through dividend reinvestment since the last report filed"

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.

contingent right financial

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

FAQ

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

What insider transaction did Medtronic (MDT) report for CEO Geoffrey Martha?

Medtronic reported that CEO Geoffrey Martha exercised performance-vesting share units into ordinary shares. The filing shows compensation-related equity settlement, not an open-market purchase or sale, reflecting the conversion of incentive awards into Medtronic stock.

How many Medtronic (MDT) shares were received from the performance share unit exercise?

The filing shows 85,461 performance share units exercised into underlying Medtronic ordinary shares. Each unit represented a contingent right to one share, and settlement was based on performance certified on May 26, 2026, following vesting on April 24, 2026.

What are Geoffrey Martha’s Medtronic (MDT) holdings after this Form 4 transaction?

After the reported transactions, Geoffrey Martha directly holds 343,099 Medtronic ordinary shares. This figure includes 1,743 shares acquired through dividend reinvestment since his prior report, showing his updated direct ownership position following the equity award settlement.

Were any Medtronic (MDT) shares bought or sold on the open market in this filing?

No open-market purchases or sales are reported. The Form 4 records the exercise and settlement of performance share units into Medtronic ordinary shares, a compensation-driven event, rather than discretionary buying or selling on the public market.

When did the Medtronic (MDT) performance share units for Geoffrey Martha vest and settle?

The performance share units vested on April 24, 2026 and were settled based on performance certified on May 26, 2026. These units were originally granted on July 31, 2023, and each unit entitled the holder to receive one Medtronic ordinary share.

What does each Medtronic (MDT) performance share unit represent in this Form 4?

Each performance share unit represents a contingent right to receive one Medtronic ordinary share. The actual shares are delivered after vesting and certification of performance, as reflected in the settlement recorded on May 26, 2026 in this Form 4.

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

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Accepted by SEC EDGAR 05/28/2026 - 04:25 PM Learn about SEC filing dates

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)
05/26/2026

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	05/26/2026		M		94,963(1)	A	$0	343,099(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 Unit	(3)	05/26/2026		M			85,461	(4)	(4)	Ordinary Shares	85,461	$0	0	D

Explanation of Responses:

1. Represents shares issued upon the settlement of performance-vesting share units granted on July 31, 2023, based on performance as certified on May 26, 2026.

2. Includes 1,743 shares acquired through dividend reinvestment 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. The performance share units vested on April 24, 2026.

Remarks:

	/s/ Patricia Walesiewicz, attorney-in-fact	05/28/2026
	** 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)