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Medtronic plc (NYSE: MDT) awards EVP Marinaro options, RSUs and PSUs

(Moderate)
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Form Type
4

Rhea-AI Filing Summary

Medtronic plc reported insider equity activity for EVP Michael Marinaro. On July 31, 2026, 3,356 ordinary shares were withheld at $85.39 per share to satisfy tax liabilities on previously vested restricted stock units. On August 3, 2026, he received grants of 10,960 and 46,147 restricted stock units with multi‑year vesting, 27,400 performance share units that can yield up to 65,760 shares based on performance, and 77,848 stock options exercisable at $86.68 per share expiring in 2036.

Positive

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Negative

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Insider Marinaro Michael
Role EVP, Pres MedSurg and Americas
Type Security Shares Price Value
Grant/Award Performance Share Units F5, F6, F7 27,400 $0.00 $0.00
Grant/Award Stock Option (Right to Buy) F8 77,848 $0.00 $0.00
Grant/Award Ordinary Shares F3 10,960 $0.00 $0.00
Grant/Award Ordinary Shares F4 46,147 $0.00 $0.00
Tax Withholding Ordinary Shares F1, F2 3,356 $85.39 $287K
Holdings After Transaction: Performance Share Units — 27,400 shares (Direct); Stock Option (Right to Buy) — 77,848 shares (Direct); Ordinary Shares — 117,420 shares (Direct)
Footnotes (8)
  1. F1. Represents shares withheld for taxes upon the vesting of restricted stock units previously reported on Table I.
  2. F2. Includes 547 shares acquired through dividend reinvestment since the last report filed by the reporting person.
  3. F3. Represents restricted stock units that vest 100% on the third anniversary of the date of grant.
  4. F4. Represents restricted stock units that vest in four annual installments beginning one year from the date of grant.
  5. F5. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.
  6. F6. Represents performance share units for which certain performance conditions will have been satisfied on April 27, 2029.
  7. F7. 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, 27,400 shares will be issued. If maximum performance metrics are achieved, 65,760 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.
  8. F8. These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.
Shares withheld for taxes 3,356 shares at $85.39 per share Ordinary shares withheld on 2026-07-31 to satisfy tax liabilities on RSU vesting
Time-vesting RSUs (single cliff) 10,960 restricted stock units Vest 100% on the third anniversary of the grant date
Time-vesting RSUs (annual installments) 46,147 restricted stock units Vest in four annual installments beginning one year from grant
Performance share units target 27,400 performance share units Target payout; maximum payout is 65,760 shares if performance metrics are maximized
Performance share units maximum 65,760 shares Maximum shares issuable if PSU performance metrics are achieved at the highest level
Stock options granted 77,848 options at $86.68 exercise price Stock options granted on 2026-08-03, expiring 2036-08-03, vesting 25% per year
restricted stock units financial
"Represents restricted stock units that vest 100% on the third anniversary"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance share units financial
"Each performance share unit represents a contingent right to receive one share"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
dividend reinvestment financial
"Includes 547 shares acquired through dividend reinvestment since the last report"
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.
exercise price financial
"Stock Option (Right to Buy) with a conversion or exercise price of 86.6800"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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

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FAQ

What equity awards did Medtronic (MDT) EVP Michael Marinaro receive on August 3, 2026?

On August 3, 2026, Michael Marinaro received 10,960 and 46,147 restricted stock units, 27,400 performance share units, and 77,848 stock options. These equity awards provide time-based and performance-based incentives tied to Medtronic’s ordinary shares.

How many performance share units did Medtronic (MDT) grant and what is the potential payout?

Medtronic granted 27,400 performance share units to Michael Marinaro. Depending on performance over a three-year period, the payout can range from 0 shares up to a maximum of 65,760 shares of Medtronic common stock if maximum performance metrics are achieved.

What are the vesting terms of the restricted stock units granted by Medtronic (MDT)?

One RSU grant of 10,960 shares vests 100% on the third anniversary of grant. A second RSU grant of 46,147 shares vests in four annual installments beginning one year from the grant date, aligning compensation with longer-term service.

What are the terms of the stock options Medtronic (MDT) granted to Michael Marinaro?

Marinaro received 77,848 stock options with an exercise price of $86.68 per share, expiring on August 3, 2036. These options become exercisable at 25% per year, starting on the first anniversary of the grant date.

Why did Medtronic (MDT) report a disposition of 3,356 shares on July 31, 2026?

The 3,356 ordinary shares reported as disposed on July 31, 2026, were withheld for tax liabilities upon the vesting of previously granted restricted stock units. This was not an open-market sale but a tax-withholding transaction at $85.39 per share.
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Pres MedSurg and Americas
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares07/31/2026F3,356(1)D$85.3960,313(2)D
Ordinary Shares08/03/2026A10,960(3)A$071,273D
Ordinary Shares08/03/2026A46,147(4)A$0117,420D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Share Units(5)08/03/2026A27,400 (6) (6)Ordinary Shares27,400(7)$027,400D
Stock Option (Right to Buy)$86.6808/03/2026A77,848 (8)08/03/2036Ordinary Shares77,848$077,848D
Explanation of Responses:
1. Represents shares withheld for taxes upon the vesting of restricted stock units previously reported on Table I.
2. Includes 547 shares acquired through dividend reinvestment since the last report filed by the reporting person.
3. Represents restricted stock units that vest 100% on the third anniversary of the date of grant.
4. Represents restricted stock units that vest in four annual installments beginning one year from the date of grant.
5. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.
6. Represents performance share units for which certain performance conditions will have been satisfied on April 27, 2029.
7. 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, 27,400 shares will be issued. If maximum performance metrics are achieved, 65,760 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares.
8. 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-fact08/04/2026
** Signature of Reporting PersonDate
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)