08/04/2026 | Press release | Distributed by Public on 08/04/2026 17:59
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FORM 4
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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 |
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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Marinaro Michael 710 MEDTRONIC PARKWAY MINNEAPOLIS, MN 55432 |
EVP, Pres MedSurg and Americas | |||
| /s/ Patricia Walesiewicz, attorney-in-fact | 08/04/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |