Medtronic EVP has shares withheld for RSU taxes

Medtronic plc executive Michael Marinaro reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Medtronic plc executive Michael Marinaro reported a routine tax-related share disposition. On April 24, 2026, performance-vesting restricted stock units vested, and on June 4, 2026, 7,471 Ordinary Shares were withheld at $83.32 per share to cover associated tax obligations. After this withholding, he directly holds 63,122 Ordinary Shares.

Insights

Equity compensation analyst

Routine tax withholding on vested equity, not an open-market sale.

The filing shows 7,471 Medtronic Ordinary Shares withheld at $83.32 per share to pay taxes on performance-vesting restricted stock units that vested on April 24, 2026. Code F indicates settlement of tax liability rather than a discretionary market trade.

Because this is a compensation-driven event, it carries limited signaling value about the executive’s view of the stock. Following the withholding, Michael Marinaro still directly holds 63,122 Ordinary Shares, indicating a substantial remaining equity position tied to Medtronic’s performance.

Insider Trade Summary

Exercise Price or Tax Liability: 7,471 shares

Exercise Price or Tax Liability 1 txn

Insider Marinaro Michael

Role EVP, Pres MedSurg and Americas

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares	7,471	$83.32	$622K

Holdings After Transaction: Ordinary Shares — 63,122 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld for taxes upon the settlement of performance-vesting restricted stock units that vested on April 24, 2026.

Key Figures

Shares withheld for taxes: 7,471 shares Withholding reference price: $83.32 per share Shares held after transaction: 63,122 shares +1 more

4 metrics

Shares withheld for taxes 7,471 shares Withheld to cover taxes on vested performance-vesting RSUs

Withholding reference price $83.32 per share Value used for tax-withholding disposition

Shares held after transaction 63,122 shares Direct Medtronic Ordinary Shares held by Michael Marinaro

Tax-withholding transactions 1 transaction Form 4 summary shows one tax-withholding event (code F)

Key Terms

performance-vesting restricted stock units, tax-withholding disposition, Ordinary Shares, Form 4

4 terms

performance-vesting restricted stock units financial

"Represents shares withheld for taxes upon the settlement of performance-vesting restricted stock units that vested on April 24, 2026."

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Ordinary Shares financial

"security_title: Ordinary Shares"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

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

Medtronic reported that executive Michael Marinaro had 7,471 Ordinary Shares withheld to cover taxes on vested performance-based restricted stock units. This was coded as a tax-withholding disposition, not an open-market sale, and reflects settlement of compensation-related tax obligations.

How many Medtronic (MDT) shares were withheld for taxes in this Form 4?

A total of 7,471 Medtronic Ordinary Shares were withheld at $83.32 per share. These shares satisfied tax liabilities arising from performance-vesting restricted stock units that vested on April 24, 2026, rather than being sold on the open market.

What is Michael Marinaro’s Medtronic (MDT) shareholding after this transaction?

After the tax-withholding transaction, Michael Marinaro directly holds 63,122 Medtronic Ordinary Shares. This remaining position shows continued equity exposure to the company following the routine withholding of shares to satisfy tax obligations on vested performance-vesting RSUs.

Was the Medtronic (MDT) Form 4 transaction a discretionary stock sale?

No, the transaction was not a discretionary stock sale. It was a Form 4 code F event, where 7,471 shares were withheld by Medtronic to pay taxes on vested performance-vesting restricted stock units, a common administrative step in equity compensation.

What triggered the tax-withholding disposition reported by Medtronic (MDT)?

The tax-withholding disposition was triggered when performance-vesting restricted stock units vested on April 24, 2026. To cover related tax liabilities, 7,471 Ordinary Shares were withheld at $83.32 per share, as disclosed in the Form 4 footnote for Michael Marinaro.

What does transaction code F mean in the Medtronic (MDT) Form 4 filing?

Transaction code F indicates a payment of exercise price or tax liability by delivering securities. In this Medtronic filing, it reflects 7,471 shares withheld from Michael Marinaro’s vested performance-vesting RSUs to satisfy tax obligations, rather than an open-market stock sale.

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

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Accepted by SEC EDGAR 06/08/2026 - 05:02 PM EDT 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)
06/04/2026

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	06/04/2026		F		7,471(1)	D	$83.32	63,122	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 taxes upon the settlement of performance-vesting restricted stock units that vested on April 24, 2026.

Remarks:

	/s/ Patricia Walesiewicz, attorney-in-fact	06/08/2026
	** 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)