Medtronic plc

08/04/2026 | Press release | Distributed by Public on 08/04/2026 17:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Marinaro Michael
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
(Last) (First) (Middle)
710 MEDTRONIC PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
(Street)
MINNEAPOLIS, MN 55432
4. If Amendment, Date 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
(City) (State) (Zip)
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 07/31/2026 F 3,356(1) D $85.39 60,313(2) D
Ordinary Shares 08/03/2026 A 10,960(3) A $ 0 71,273 D
Ordinary Shares 08/03/2026 A 46,147(4) A $ 0 117,420 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 Units (5) 08/03/2026 A 27,400 (6) (6) Ordinary Shares 27,400(7) $ 0 27,400 D
Stock Option (Right to Buy) $86.68 08/03/2026 A 77,848 (8) 08/03/2036 Ordinary Shares 77,848 $ 0 77,848 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Marinaro Michael
710 MEDTRONIC PARKWAY
MINNEAPOLIS, MN 55432
EVP, Pres MedSurg and Americas

Signatures

/s/ Patricia Walesiewicz, attorney-in-fact 08/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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