06/26/2026 | Press release | Distributed by Public on 06/26/2026 14:24
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance Share Unit | (2) | (2) | Ordinary Shares | 3,252.987(3) | (4) | D | |
| Performance Share Units | (5) | (5) | Ordinary Shares | 9,911.187(6) | (4) | D | |
| Performance Share Units | (7) | (7) | Ordinary Shares | 9,178.809(8) | (4) | D | |
| Stock Option (Right to Buy) | 08/01/2017(9) | 08/01/2026 | Ordinary Shares | 1,704 | $88.06 | D | |
| Stock Option (Right to Buy) | 01/30/2018(9) | 01/30/2027 | Ordinary Shares | 1,608 | $74.67 | D | |
| Stock Option (Right to Buy) | 07/31/2018(9) | 07/31/2027 | Ordinary Shares | 4,407 | $83.97 | D | |
| Stock Option (Right to Buy) | 07/30/2019(9) | 07/30/2028 | Ordinary Shares | 6,271 | $89.08 | D | |
| Stock Option (Right to Buy) | 07/29/2020(9) | 07/29/2029 | Ordinary Shares | 1,615 | $103.26 | D | |
| Stock Option (Right to Buy) | 08/03/2021(9) | 08/03/2030 | Ordinary Shares | 10,181 | $97.33 | D | |
| Stock Option (Right to Buy) | 08/02/2022(9) | 08/02/2031 | Ordinary Shares | 6,358 | $131.26 | D | |
| Stock Option (Right to Buy) | 08/01/2023(9) | 08/01/2032 | Ordinary Shares | 26,890 | $93.08 | D | |
| Stock Option (Right to Buy) | 07/31/2024(9) | 07/31/2033 | Ordinary Shares | 25,408 | $87.76 | D | |
| Stock Option (Right to Buy) | 07/29/2025(9) | 07/29/2034 | Ordinary Shares | 1,540 | $80 | D | |
| Stock Option (Right to Buy) | 07/28/2026(9) | 07/28/2035 | Ordinary Shares | 22,363 | $91.97 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Thompson Kweli 710 MEDTRONIC PARKWAY MINNEAPOLIS, MN 55432 |
EVP & President, Neuroscience | |||
| /s/ Patricia Walesiewicz, attorney-in-fact | 06/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Includes 6,549 performance stock units that vested on April 24, 2026; 1,822 restricted stock units that vested on December 6, 2025; 3,742.990 restricted stock units that vest on July 31, 2026; 3,402.644 restricted stock units that vest on December 6, 2026; 9,911.187 restricted stock units that vest on July 29, 2027; 4,589.916 restricted stock units that vest on July 28, 2028. |
| (2) | The performance share units ("PSUs") vest on December 6, 2026. |
| (3) | The number of shares to be issued in connection with the PSUs reported reflects the amount earned based on achievement of applicable performance criteria. The award remains subject to time-based vesting. |
| (4) | Each PSU represents a contingent right to receive one share of Medtronic common stock. |
| (5) | The PSUs vest on April 30, 2027. |
| (6) | The number of shares to be issued in connection with 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, 9,911.187 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares. |
| (7) | The PSUs vest on April 28, 2028. |
| (8) | The number of shares to be issued in connection with the 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, 9,178.809 shares will be issued. If minimum performance metrics are not met, such PSUs may vest at 0 shares. |
| (9) | These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant. |