[Form 4] Medtronic plc Insider Trading Activity

Rhea-AI Filing Summary

Form 8-K, Item 5.02: Wendy’s Company (Nasdaq: WEN) disclosed that, following the July 24, 2025 appointment of Ken Cook as Interim CEO, its Compensation and Human Capital Committee approved one-time stock-based retention awards for the remaining executive leadership team to preserve continuity during the transition.

• Grant date: 12 Aug 2025 under the 2020 Omnibus Award Plan
• Structure: 75% restricted stock units (RSUs), 25% stock options
• Vesting: 50% on each of the first two anniversaries of the grant, contingent upon continued employment
• Named recipients: • E.J. Wunsch, President – International – grant-date fair value $1.52 million • Lindsay J. Radkoski, Chief Marketing Officer – U.S. – grant-date fair value $0.70 million
• Ken Cook is excluded from these awards

No earnings data, revenue metrics, or other material transactions were reported. While the equity grants are modest relative to Wendy’s $4 bn market cap, they highlight succession-related retention priorities and introduce incremental equity dilution and expense.

Positive

• Proactive retention strategy may reduce executive turnover risk during the CEO transition
• Equity-based compensation aligns executives with shareholder value instead of immediate cash outflows

Negative

• Leadership uncertainty highlighted by need for retention awards may signal succession instability
• Incremental equity dilution and expense, albeit small, adds to compensation overhead

Insights

Corporate Governance Expert

TL;DR: Routine retention grants aim to stabilize leadership amid CEO change; limited financial impact.

The board is proactively guarding against flight risk created by the interim CEO appointment. Two key officers receive equity worth $2.22 m, vesting over two years, aligning them with shareholders while deferring cash outlay. Dilution should be immaterial (<0.05% of shares outstanding), but the action confirms leadership uncertainty. The absence of awards to the interim CEO suggests his role may be temporary. Overall governance signal is neutral: prudent retention, yet underscores transition risk.

Compensation Analyst

TL;DR: Equity mix (75% RSU/25% options) balances retention and performance incentives; cost spread over two years.

Grant-date fair value indicates approx. 60k RSUs for Wunsch and 28k for Radkoski (assuming $25 share price), plus corresponding options. Straight-line vesting over two years limits immediate expense recognition (ASC 718) and ties executives through FY-27 strategic cycle. Because awards are one-time and exclude the interim CEO, shareholders face minor additional dilution and expense, but not a structural increase in compensation levels.

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^*

Quinn Michelle

(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, GC and Secretary

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		5,437(1)	A	$0	5,437	D
Ordinary Shares	07/28/2025		A		16,310(2)	A	$0	21,747	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		13,592		(4)	(4)	Performance Share Unit	13,592(5)	$0	13,592	D
Stock Option (Right to Buy)	$91.97	07/28/2025		A		38,336		(6)	07/28/2035	Ordinary Shares	38,336	$0	38,336	D

Explanation of Responses:

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

2. Represents restricted stock units that vest in three annual installments beginning one year from the date of grant.

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, 13,592 shares will be issued. If maximum performance metrics are achieved, 27,184 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.
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FAQ

Why did Wendy’s (WEN) issue retention awards on July 24 2025?

To maintain executive continuity after appointing Ken Cook as Interim CEO.

Which executives received the retention grants?

E.J. Wunsch (President, International) and Lindsay J. Radkoski (CMO, U.S.) were named recipients.

What is the value of each Wendy’s retention award?

$1.52 million for Wunsch and $700,000 for Radkoski, based on grant-date fair value.

How are the awards structured and when do they vest?

75% RSUs and 25% stock options, vesting 50% on each of the first two anniversaries of 12 Aug 2025.

Did Interim CEO Ken Cook receive an award?

No. The retention awards specifically exclude Mr. Cook.