Zovighian Bernard J 4

4 · Edwards Lifesciences Corp · Filed May 12, 2026

AI-generated summary of this filing

Updated May 12, 2026

Edwards CEO Bernard Zovighian Exercises RSUs, Sells $4.93M in Shares

What Happened

Bernard J. Zovighian, CEO and Director of Edwards Lifesciences (EW), had 47,207 performance-based restricted stock units (RSUs) vest on May 11, 2026 (Committee certified 167.70% of target). Those vested performance rights converted to shares.
To cover tax withholding, 26,198 shares were surrendered on May 11 (valued at about $2,094,792 at $79.96 per share). On May 12 he sold 36,351 shares in open-market transactions (845 shares at a weighted avg ~$78.40 and 35,506 shares at a weighted avg ~$77.92) for aggregate proceeds of roughly $2.83M. He also transferred (gifted) 26,640 shares on May 12. Total cash proceeds from the sales and tax-withholding disposals are about $4.93M.
These actions reflect vesting and subsequent share dispositions (not a conventional purchase); gifts and tax-withholding do not necessarily indicate market sentiment.

Key Details

Transaction dates: vesting/conversion May 11, 2026; tax-withholding sale May 11, 2026; open-market sales and gifts May 12, 2026.
Prices/ranges: tax withholding at $79.96; open-market sales weighted averages reported $78.40 and $77.92 (trade ranges per footnotes: $78.390–$78.430 and $77.375–$78.360).
Shares owned after the transactions: not specified on this Form 4 (the filing reflects only the changes reported).
Notable footnotes: F1—vested RSUs were performance-based (granted May 11, 2023; 167.70% payout); F2—sales executed pursuant to a Rule 10b5-1 trading plan adopted Dec 12, 2025; F3/F4—market-trade price ranges disclosed; F5—performance rights expire May 10, 2030.
Filing timeliness: Report filed May 12, 2026 for transactions through May 11, 2026 (appears timely).

Context

These were vested performance RSUs converted to shares, followed by share dispositions to satisfy tax withholding and sales under a pre-established 10b5-1 plan. That pattern (vesting + withholding + plan-based sales) is common and differs from an opportunistic open-market buy.
Gifts are transfers and generally do not reflect an insider’s view of the company’s prospects.

Form 4

Period: 2026-05-11

DirectorCEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-11+47,207→ 157,491.65 total
Tax Payment
Common Stock
2026-05-11$79.96/sh−26,198$2,094,792→ 125,804.65 total
Gift
Common Stock
2026-05-12−26,640→ 99,164.65 total
Gift
Common Stock
2026-05-12+26,640→ 48,390.551 total(indirect: By Trust)
Sale
Common Stock
[F2][F3]
2026-05-12$78.40/sh−845$66,250→ 47,545.551 total(indirect: By Trust)
Sale
Common Stock
[F2][F4]
2026-05-12$77.92/sh−35,506$2,766,762→ 12,039.551 total(indirect: By Trust)
Exercise/Conversion
Performance Rights
[F1][F5]
2026-05-11−47,207→ 0 total
From: 2026-05-11→ Common Stock (47,207 underlying)

Holdings

Footnotes (5)

[F1]On May 11, 2023, the Reporting Person was granted a target number of shares covered by restricted stock units with performance-based vesting requirements over a three-year performance period. On May 6, 2026, the Compensation and Governance Committee of the Board of Directors determined that 167.70% of the target number of shares would vest as of May 11, 2026, and the actual number of shares vested are reflected on this Form 4.
[F2]The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025.
[F3]This transaction was executed in multiple trades at prices ranging from $78.390 to $78.430. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
[F4]This transaction was executed in multiple trades at prices ranging from $77.375 to $78.360. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
[F5]These Performance Rights expire on May 10, 2030.

Signature

Linda J. Park, Attorney-in-Fact|2026-05-12

1 file