Medtronic (NYSE: MDT) CEO has shares withheld to cover taxes

Q: What did Medtronic (MDT) CEO Geoffrey Martha report in this Form 4?

Geoffrey Martha reported a tax-related share withholding. Medtronic withheld 41,936 ordinary shares at $83.32 per share to cover taxes on vested performance-vesting restricted stock units, leaving him with 301,163 shares directly owned afterward.

Q: How many Medtronic (MDT) shares were withheld for Geoffrey Martha’s taxes?

A total of 41,936 ordinary shares were withheld. These shares were retained by Medtronic to satisfy tax obligations triggered when performance-vesting restricted stock units vested, rather than being sold in the open market.

Q: At what price were Geoffrey Martha’s Medtronic shares valued for tax withholding?

The withheld shares were valued at $83.32 per share. This price was used when 41,936 ordinary shares were withheld to cover taxes tied to the settlement of performance-vesting restricted stock units that vested on April 24, 2026.

Q: Was Geoffrey Martha’s Medtronic Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 41,936 shares were withheld by Medtronic to pay tax liabilities arising from the settlement of performance-vesting restricted stock units, a routine compensation-related event.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Medtronic plc Chairman and CEO Geoffrey Martha reported a routine tax-related share disposition. On settlement of performance-vesting restricted stock units that vested on April 24, 2026, 41,936 ordinary shares were withheld to cover tax obligations at $83.32 per share. After this withholding, Martha directly holds 301,163 ordinary shares, and the filing does not show any open-market buying or selling.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Martha Geoffrey

Role Chairman and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	41,936	$83.32	$3.49M

Holdings After Transaction: Ordinary Shares — 301,163 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 41,936 shares Withholding share price: $83.32 per share Shares owned after transaction: 301,163 shares +1 more

4 metrics

Shares withheld for taxes 41,936 shares Withheld upon settlement of performance-vesting RSUs vesting April 24, 2026

Withholding share price $83.32 per share Value used for tax-withholding disposition of 41,936 shares

Shares owned after transaction 301,163 shares Directly owned ordinary shares following tax withholding

Tax-withholding shares (summary) 41,936 shares Reported as taxWithholdingShares in transaction summary

Key Terms

performance-vesting restricted stock units, withheld for taxes, tax-withholding disposition

3 terms

performance-vesting restricted stock units financial

"upon the settlement of performance-vesting restricted stock units that vested on April 24, 2026"

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

withheld for taxes financial

"Represents shares withheld for taxes upon the settlement of performance-vesting restricted stock units"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 05:03 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^*

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)
06/04/2026

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	06/04/2026		F		41,936⁽¹⁾	D	$83.32	301,163	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)

Explanation of Responses:

1. Represents shares withheld for taxes upon the settlement of performance-vesting restricted stock units that vested on April 24, 2026.

Remarks:

	/s/ Patricia Walesiewicz, attorney-in-fact	06/08/2026
	** 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 Medtronic (MDT) CEO Geoffrey Martha report in this Form 4?

Geoffrey Martha reported a tax-related share withholding. Medtronic withheld 41,936 ordinary shares at $83.32 per share to cover taxes on vested performance-vesting restricted stock units, leaving him with 301,163 shares directly owned afterward.

How many Medtronic (MDT) shares were withheld for Geoffrey Martha’s taxes?

A total of 41,936 ordinary shares were withheld. These shares were retained by Medtronic to satisfy tax obligations triggered when performance-vesting restricted stock units vested, rather than being sold in the open market.

At what price were Geoffrey Martha’s Medtronic shares valued for tax withholding?

The withheld shares were valued at $83.32 per share. This price was used when 41,936 ordinary shares were withheld to cover taxes tied to the settlement of performance-vesting restricted stock units that vested on April 24, 2026.

How many Medtronic (MDT) shares does Geoffrey Martha own after this transaction?

Geoffrey Martha directly owns 301,163 ordinary shares after the event. This balance reflects his holdings following the withholding of 41,936 shares for tax obligations related to the vesting of performance-based restricted stock units.

Was Geoffrey Martha’s Medtronic Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 41,936 shares were withheld by Medtronic to pay tax liabilities arising from the settlement of performance-vesting restricted stock units, a routine compensation-related event.