[Form 4] Medtronic plc Insider Trading Activity

Rhea-AI Filing Summary

Medtronic plc (MDT) – Form 4 insider filing

EVP & President, MedSurg and Americas, Michael Marinaro reported equity awards dated 28 Jul 2025:

• 9,786 restricted stock units that vest 100% after three years, raising his direct holding to 51,093 ordinary shares.
• 24,465 performance share units; payout ranges 0-48,930 shares depending on FY26-28 metrics and vest April 2028.
• 69,005 non-qualified stock options exercisable at $91.97, vesting 25% per year and expiring 28 Jul 2035.

All transactions are A-coded grants at $0 cost; no shares were sold. While the awards increase insider exposure, they are routine components of executive compensation and represent an immaterial fraction of MDT’s ~1.3 bn shares outstanding, so immediate market impact is expected to be minimal.

Positive

• Insider ownership rises by 9,786 shares, signalling personal exposure to share performance.
• Performance-linked PSUs and market-priced options align compensation with long-term shareholder returns.

Negative

• Additional equity issuance introduces minor dilution, though impact is negligible given MDT’s large share base.

Insights

Corporate Governance Analyst

TL;DR: Routine compensation grant; aligns EVP incentives, negligible dilution, neutral market impact.

The filing reflects standard long-term incentive practices: time-based RSUs, performance share units tied to corporate metrics, and a 10-year option package priced at the grant-date market value. Such structures promote retention and performance alignment without cash outlay. Total shares underlying new awards (≈0.01% of shares outstanding) pose de minimis dilution and signal neither bullish nor bearish insider sentiment since no open-market purchase occurred. Governance risk is low because vesting schedules and performance hurdles are typical for large-cap peers.

Buy-side Portfolio Manager

TL;DR: Neutral—executive stake rises, but size immaterial to MDT valuation.

The EVP’s direct ownership increases to just over 51k shares (≈$4.5 m at $90 stock price), a modest alignment with shareholders. Options struck at $91.97 only add value if the stock appreciates, while PSUs require multi-year performance, further reinforcing long-term focus. Given MDT’s market cap near $115 bn, these grants do not alter supply–demand dynamics or valuation forecasts. I view the event as administratively routine with no portfolio action warranted.

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^*

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)
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		9,786(1)	A	$0	51,093(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 Units	(3)	07/28/2025		A		24,465		(4)	(4)	Performance Share Unit	24,465(5)	$0	24,465	D
Stock Option (Right to Buy)	$91.97	07/28/2025		A		69,005		(6)	07/28/2035	Ordinary Shares	69,005	$0	69,005	D

Explanation of Responses:

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

2. Includes 479 shares acquired through dividend reinvestment and 153 shares acquired under Medtronic's Employee Stock Ownership Plan 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. 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, 24,465 shares will be issued. If maximum performance metrics are achieved, 48,930 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.
* 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 did Medtronic (MDT) report in the latest Form 4?

EVP Michael Marinaro received 9,786 RSUs, 24,465 PSUs and 69,005 stock options on 28 Jul 2025.

At what price are the new MDT stock options exercisable?

The options carry an exercise price of $91.97 and expire on 28 Jul 2035.

How many Medtronic shares does the EVP now own directly?

Following the grant, Marinaro holds 51,093 ordinary shares directly.

When do the restricted stock units granted to the EVP vest?

The 9,786 RSUs vest 100% on the third anniversary of the 28 Jul 2025 grant date.

What determines the payout of the 24,465 performance share units?

Payout depends on three-year performance metrics; issuance ranges from 0 to 48,930 shares, with target at 24,465.