MDT Form 4: EVP Marinaro has 1,052 shares withheld to cover taxes

Rhea-AI Filing Summary

Michael Marinaro, Executive Vice President, President MedSurg and Americas at Medtronic plc (MDT), reported a disposition of 1,052 ordinary shares on 08/20/2025. The shares were disposed at a reported price of $93.22 and the filing states this transaction represents shares withheld for payment of taxes upon vesting of previously reported restricted stock units. After the transaction, Marinaro beneficially owned 51,939 ordinary shares. The Form 4 is signed by an attorney-in-fact, Patricia Walesiewicz, dated 08/21/2025. The filing discloses only the withholding tax disposition and current beneficial ownership.

Positive

• Disclosure of tax-withholding disposal for vested restricted stock units provides transparency into executive equity changes
• Post-transaction beneficial ownership is reported (51,939 shares), giving a clear picture of remaining insider holdings
• Form 4 executed and signed by an authorized attorney-in-fact, indicating formal filing procedures were followed

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposal of vested RSUs; small change relative to total holdings, limited market impact.

The Form 4 documents a common corporate practice where restricted stock units vest and the company withholds a portion of shares to satisfy tax obligations. The reported disposal of 1,052 shares at $93.22 reduced the reporting person's beneficial ownership to 51,939 shares. There is no indication of open-market selling for investment purposes or of additional derivative activity. For investors, this is administrative in nature and provides transparency on executive equity after vesting.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure of tax-withholding on vested RSUs; filing appears complete for the disclosed transaction.

The Form 4 clearly identifies the reporting person, relationship to issuer, transaction date, and that the shares were withheld to pay taxes on vested RSUs. The entry includes the post-transaction beneficial ownership figure and is signed by an authorized attorney-in-fact. This meets routine Section 16 reporting expectations. No governance concerns, departures, or compensatory anomalies are noted within the provided text.

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^*

Marinaro Michael

(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, Pres MedSurg and Americas

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F		1,052(1)	D	$93.22	51,939	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

Explanation of Responses:

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

Remarks:

	/s/ Patricia Walesiewicz, attorney-in-fact	08/21/2025
	** 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

What transaction did Michael Marinaro report on Form 4 for MDT?

The Form 4 reports a disposition of 1,052 ordinary shares on 08/20/2025, recorded as shares withheld for taxes upon RSU vesting.

At what price were the shares disposed according to the filing?

The filing lists a disposal price of $93.22 per share for the 1,052 shares.

How many Medtronic shares does Marinaro beneficially own after the transaction?

After the reported transaction, Marinaro beneficially owns 51,939 ordinary shares.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by Patricia Walesiewicz, attorney-in-fact, dated 08/21/2025.

Was the disposition described as a sale or another type of transaction?

The transaction is described as a withholding of shares for payment of taxes upon vesting of previously reported restricted stock units.