Medtronic EVP acquires 18,994 shares via award vesting

Medtronic plc executive Michael Marinaro, EVP and President of MedSurg and Americas, reported the settlement of performance-based equity awards rather than an open-market trade.

Rhea-AI Filing Summary

Medtronic plc executive Michael Marinaro, EVP and President of MedSurg and Americas, reported the settlement of performance-based equity awards rather than an open-market trade. On May 26, 2026, he acquired 18,994 Ordinary Shares in connection with the exercise or conversion of derivative awards. These shares were issued upon settlement of performance-vesting share units that were granted on July 31, 2023, with performance certified on May 26, 2026, and that vested on April 24, 2026. Following these transactions, he directly owns 70,593 Medtronic shares.

Insider Trade Summary

17,093 shares exercised/converted

Exercise 2 txns

Insider Marinaro Michael

Role EVP, Pres MedSurg and Americas

Type	Security	Shares	Price	Value
Exercise	Performance Share Unit	17,093	$0.00	$0.00
Exercise	Ordinary Shares	18,994	$0.00	$0.00

Holdings After Transaction: Performance Share Unit — 0 contracts (Direct); Ordinary Shares — 70,593 shares (Direct)

Footnotes (4)

1. F1. Represents shares issued upon the settlement of performance-vesting share units granted on July 31, 2023, based on performance as certified on May 26, 2026.
2. F2. Includes 781 shares acquired through dividend reinvestment since the last report filed by the reporting person.
3. F3. Each performance share unit represents a contingent right to receive one share of Medtronic common stock.
4. F4. The performance share units vested on April 24, 2026.

Key Figures

Ordinary Shares acquired: 18,994 shares Performance share units exercised: 17,093 units Shares held after transaction: 70,593 shares +3 more

6 metrics

Ordinary Shares acquired 18,994 shares Issued upon settlement of performance-vesting share units on May 26, 2026

Performance share units exercised 17,093 units Exercise or conversion of derivative securities on May 26, 2026

Shares held after transaction 70,593 shares Total direct Medtronic Ordinary Shares following reported Form 4 transactions

Dividend reinvestment shares 781 shares Shares acquired through dividend reinvestment since the prior report

Grant date of performance units July 31, 2023 Original grant date of performance-vesting share units that later settled

Vesting date of performance units April 24, 2026 Vesting date of performance share units before performance certification

Key Terms

performance-vesting share units, dividend reinvestment, performance share unit, contingent right

4 terms

performance-vesting share units financial

"Represents shares issued upon the settlement of performance-vesting share units granted on July 31, 2023"

dividend reinvestment financial

"Includes 781 shares acquired through dividend reinvestment since the last report filed"

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.

performance share unit financial

"Each performance share unit represents a contingent right to receive one share of Medtronic common stock"

A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.

contingent right financial

"Each performance share unit represents a contingent right to receive one share"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Medtronic (MDT) disclose for Michael Marinaro?

Medtronic reported that executive Michael Marinaro acquired 18,994 Ordinary Shares through the settlement of performance-vesting share units. The transaction reflects equity compensation vesting and conversion, not an open-market stock purchase or sale, and increased his directly held Medtronic share position.

How many Medtronic (MDT) shares does Michael Marinaro hold after this Form 4?

After the reported transactions, Michael Marinaro directly holds 70,593 Medtronic Ordinary Shares. This balance includes 18,994 shares issued upon settlement of performance-vesting share units, along with shares previously held and 781 shares acquired through dividend reinvestment since his last reported filing.

What type of equity awards did Medtronic (MDT) settle for Michael Marinaro?

The company settled performance-vesting share units for Michael Marinaro, which convert into Medtronic Ordinary Shares when conditions are met. Each performance share unit represents a contingent right to receive one share, and these units were granted on July 31, 2023 and later vested and certified.

Were Medtronic (MDT) shares bought or sold on the open market in this Form 4?

No open-market buy or sell transactions are reported. The Form 4 shows an exercise or conversion of derivative securities, where performance-vesting share units settled into 18,994 Ordinary Shares as equity compensation, rather than a discretionary market trade by Michael Marinaro.

When did the Medtronic (MDT) performance share units for Michael Marinaro vest and settle?

The performance share units vested on April 24, 2026 and were settled based on performance certified on May 26, 2026. These vested units, originally granted on July 31, 2023, resulted in the issuance of 18,994 Medtronic Ordinary Shares to Michael Marinaro.

What does each Medtronic (MDT) performance share unit represent in this filing?

Each Medtronic performance share unit represents a contingent right to receive one share of Medtronic common stock. Once vesting and performance conditions are satisfied and certified, the units convert into Ordinary Shares, as shown by the 18,994 shares issued to Michael Marinaro.

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

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Accepted by SEC EDGAR 05/28/2026 - 04:25 PM Learn about SEC filing dates

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Pres MedSurg and Americas

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/26/2026		M		18,994(1)	A	$0	70,593(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 Unit	(3)	05/26/2026		M			17,093	(4)	(4)	Ordinary Shares	17,093	$0	0	D

Explanation of Responses:

1. Represents shares issued upon the settlement of performance-vesting share units granted on July 31, 2023, based on performance as certified on May 26, 2026.

2. Includes 781 shares acquired through dividend reinvestment 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. The performance share units vested on April 24, 2026.

Remarks:

	/s/ Patricia Walesiewicz, attorney-in-fact	05/28/2026
	** 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)