Zovighian Bernard J 4

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.