Wills Courtney Nelson 4

What Happened

• Wills Courtney Nelson, Senior Vice President and General Counsel of MiniMed Group, was granted two derivative equity awards on March 9, 2026: 63,132 and 6,945 units (total 70,077). Each award is reported at $0.00 (derivative/award).
• These are not open-market purchases or sales; they are compensation awards that convert to shares only if/when vesting and other conditions are met.

Key Details

• Transaction date: 2026-03-09; filing date: 2026-03-11 (appears timely).
• Grants: 63,132 performance-based restricted stock units (RSUs) and 6,945 additional equity units (derivative award).
• Reported price/value: $0.00 per unit; total reported cash outlay = $0 in the Form 4.
• Vesting/conditions:
  • The 63,132 performance-based RSUs vest March 9, 2027 (or the Divestment Date) only if MMED common stock closes at least $32.05 per share as of the Divestment Date.
  • The other award vests over multiple years: 33% on March 9, 2028; 33% on March 9, 2029; and 34% on March 9, 2030.
• Post-transaction share holdings: not specified in the excerpt provided.
• Nature of transaction code: A = Award/Grant (derivative); these are contingent rights, not immediate share ownership.

Context

• Performance-based RSUs and time-based vesting awards are common executive compensation tools; they only convert into actual shares if vesting criteria and any price hurdles are met, so they do not represent an immediate purchase or sale.
• Because these awards are contingent, they should be interpreted as compensation arrangements rather than a direct bullish or bearish trading signal by the insider.