RMD Insider Trading: CFO Trims Stake by 3.4% via 10b5-1 Plan

Rhea-AI Filing Summary

Form 4 Overview – ResMed Inc. (RMD)

Chief Financial Officer Brett Sandercock reported a series of option exercises and an open-market sale on 1 July 2025 under a pre-arranged Rule 10b5-1 trading plan dated 19 Feb 2025.

• Options exercised: 2,883 options (strike $101.64) converted into common shares. These options were granted 11 Nov 2019 and expire 14 Nov 2025.
• Shares sold: 3,883 common shares disposed at an average price of $256.99, generating gross proceeds of roughly $1.0 million.
• Net ownership change: Holding declined from 87,249 to 84,283 shares, a reduction of 2,966 shares (≈3.4% of his previously reported direct stake).
• Remaining equity exposure: Sandercock still owns 84,283 common shares and 8,000 vested, unexercised options, maintaining significant alignment with shareholders.

The transaction appears routine—driven by option maturity and executed under a 10b5-1 plan—but the net sale may be interpreted as mildly bearish sentiment or personal liquidity management. The limited magnitude relative to total holdings lessens market impact, yet investors often track C-suite sales as potential leading indicators.

Positive

• Substantial remaining ownership: CFO retains 84,283 shares plus 8,000 options, preserving alignment with shareholder interests.
• Governance best practice: All trades executed under a disclosed Rule 10b5-1 plan, reducing potential insider-trading scrutiny.

Negative

• Net share reduction: Insider reduced direct holdings by 2,966 shares (≈3.4%), which some investors may view as a mild bearish signal.

Insights

Securities Analyst

TL;DR: CFO sold 3,883 shares after exercising options; net stake down 3.4%, modest, under 10b5-1 plan—signal neutral.

The transaction mixes an option exercise at a deep discount (strike $101.64 versus ~$257 market) with a partial share sale. Such actions often serve tax or diversification needs before option expiration in late 2025. Because a pre-established 10b5-1 plan governed the trade, informational asymmetry risk is reduced. The CFO’s residual 84k shares and 8k options still provide sizeable exposure. The sale size is <2 days of average volume and unlikely to pressure the stock. I classify the filing as routine, with limited valuation implications.

Corporate Governance Expert

TL;DR: Pre-planned insider sale—governance compliant, minor dilution of insider alignment, overall neutral to slight negative.

Use of a Rule 10b5-1 plan signals good governance practice, shielding both issuer and insider from trading-timing criticism. However, investors monitor any C-suite net disposals; a 3% reduction is small but noteworthy. The CFO’s continued large holding mitigates concerns of waning commitment. No red flags on option pricing or unusual acceleration were detected, and the form was timely filed. Market impact remains minimal.

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).

X

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^*

Sandercock Brett

(Last) (First) (Middle)

RESMED INC.

9001 SPECTRUM CENTER BLVD.

(Street)

SAN DIEGO CA 92123

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RESMED INC [ RMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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
ResMed Common Stock	07/01/2025		M(1)		1,966	A	$101.64	87,249	D
ResMed Common Stock	07/01/2025		M(1)		917	A	$101.64	88,166	D
ResMed Common Stock	07/01/2025		S(1)		3,883	D	$256.99	84,283	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
ResMed Common Stock Options	$101.64	07/01/2025		M(1)			1,966	11/11/2019(2)	11/14/2025	ResMed Common Stock	1,966	$0	8,917	D
ResMed Common Stock Options	$101.64	07/01/2025		M(1)			917	11/11/2019(2)	11/14/2025	ResMed Common Stock	917	$0	8,000	D

Explanation of Responses:

1. The transaction was conducted under a Rule 10b5-1 plan adopted February 19, 2025.

2. Represents date options first become exercisable. Options vest 1/3 per year.

	Brett Sandercock, Chief Financial Officer	07/02/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many ResMed (RMD) shares did the CFO sell in July 2025?

Brett Sandercock sold 3,883 shares of ResMed common stock on 1 Jul 2025.

What was the sale price for the ResMed shares?

The shares were disposed of at an average price of $256.99 per share.

Were the transactions executed under a Rule 10b5-1 trading plan?

Yes. The filing states the trades were conducted under a 10b5-1 plan adopted on 19 Feb 2025.

Did the CFO exercise stock options before selling?

Yes. He exercised 2,883 options with a strike price of $101.64 before the open-market sale.

What is Brett Sandercock’s remaining share ownership in ResMed?

After the transactions, the CFO directly owns 84,283 shares, down from 87,249 previously.

When do the exercised options originally expire?

The options exercised were granted 11 Nov 2019 and expire on 14 Nov 2025.