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Boston Scientific Corporation furnished a Form 8-K to announce it issued a press release with financial results for the fourth quarter and full year ended December 31, 2025. The press release, dated February 4, 2026, is attached as Exhibit 99.1 and is furnished rather than filed for liability purposes.
Boston Scientific’s Chairman, President & CEO Michael F. Mahoney reported routine equity transactions in company stock. On February 2, 2026, he exercised stock options for 49,407 shares at $24.55 and 46,347 shares at $27.09, converting them into common stock.
That same day, he sold 1,200 shares at a weighted average price of $94.0567 and 159,701 shares at a weighted average price of $93.4905. The filing states these trades were made under a pre-established Rule 10b5‑1 trading plan adopted on August 29, 2025.
After these transactions, Mahoney directly owned 1,411,735 Boston Scientific common shares and had stock options for 231,739 and 98,814 shares from prior grants. He also indirectly held 213,679 shares through a trust.
A shareholder of BSX filed a notice of proposed sale of 160,901 shares of common stock, with an aggregate market value of $15,043,390.17. The planned sales are to be executed through Morgan Stanley Smith Barney LLC on the NYSE, with an approximate sale date of 02/02/2026.
The shares to be sold were acquired through a mix of performance shares, restricted stock, and a stock option exercise, all obtained directly from the issuer between 2018 and 2026, with the stock option portion paid in cash.
Boston Scientific Corporation has entered into a definitive agreement to acquire Penumbra, Inc. in a cash-and-stock deal valued at $14.5 billion. The company plans to fund about 73% of the price in cash and 27% in stock, and expects the transaction to close sometime this year, subject to conditions such as regulatory approvals.
The acquisition is intended to rebuild Boston Scientific’s neurovascular portfolio, adding devices that treat stroke-causing blood clots in the brain and pulmonary embolism clots in the lungs, and to complement its existing cardiovascular and brain-related businesses. Penumbra expects roughly $1.4 billion in 2025 revenue, growing more than 17% compared with 2024. Boston Scientific anticipates the deal will slightly dilute earnings in the first full year after closing, become neutral to slightly beneficial in the second year, and more beneficial thereafter, while potentially supporting its long-range goal of sustaining organic sales growth of 10% and higher.
Boston Scientific Corporation entered into a definitive Agreement and Plan of Merger to acquire Penumbra, Inc., which will become a wholly owned subsidiary. At closing, each Penumbra share can receive either $374.00 in cash or 3.8721 Boston Scientific shares, with a proration so that about 73.26% of shares receive cash consideration and 26.74% receive stock.
Completion of the merger depends on Penumbra stockholder approval, required antitrust and other regulatory clearances, effectiveness of a Form S-4 registration statement, NYSE listing of new Boston Scientific shares and other customary conditions, including no material adverse effects. The agreement includes reciprocal termination fees: Penumbra may owe $525,000,000 in certain superior-offer scenarios, while Boston Scientific may owe $900,000,000 if specified regulatory-related conditions prevent closing after Penumbra approval and other conditions are met.
Boston Scientific Corporation reported that it has signed a definitive agreement to acquire Penumbra, Inc. through a merger of a wholly owned Boston Scientific subsidiary with Penumbra. The transaction was announced in a joint press release and detailed in an investor presentation made available on the company’s website.
The acquisition is subject to closing conditions, including required regulatory approvals and clearances and other conditions outlined in the definitive agreement. Boston Scientific plans to file a Form S-4 registration statement containing a proxy statement/prospectus for Penumbra stockholders, who will receive detailed information before voting on the proposed transaction.
The filing emphasizes that statements about the expected financial and business impact and anticipated benefits of the transaction are forward-looking and subject to numerous risks, including regulatory outcomes, integration of Penumbra’s operations, and potential business disruptions following the announcement and closing.
Boston Scientific executive Susan O'Connor, EVP, Global Operations, reported her equity holdings in the company. She directly owns 3,885 shares of Boston Scientific common stock. In addition, she holds multiple grants of restricted stock units (RSUs) that each convert into one share of common stock as they vest over time, with various awards continuing to vest annually on the anniversaries of their original grant dates through periods ending between 2026 and 2029.
O'Connor also holds several stock options giving her the right to buy additional Boston Scientific shares at fixed exercise prices ranging from $37.50 to $106.14 per share, with expiration dates from February 2031 through February 2035. These options generally vest in four equal annual installments starting one year after the respective grant dates. The filing reflects her current beneficial ownership and outstanding equity-based compensation.
Boston Scientific executive reports option exercises and share sale. An officer of Boston Scientific Corp. exercised multiple stock options on 12/01/2025, acquiring 17,313 shares of common stock at exercise prices ranging from $17.26 to $27.09 per share. On the same date, the executive sold 17,313 shares of common stock in an open-market transaction at a weighted average price of $101.5531 per share under a pre-established Rule 10b5-1 trading plan adopted on August 9, 2024. After these transactions, the executive directly held 23,600 shares of Boston Scientific common stock and indirectly held 13,354 shares through the company’s 401(k) Retirement Savings Plan.
Boston Scientific Corp. insider activity shows the SVP and Chief HR Officer reporting a stock transfer. On 11/28/2025, the officer disposed of 260 shares of common stock in a transaction coded "G," which typically indicates a gift, at a reported price of $0.0000 per share. After this transaction, the officer directly owned 14,797 shares and indirectly owned 1,731 shares through a spouse. A footnote explains that the direct holdings include shares acquired on June 30, 2025 under the company’s Employee Stock Purchase Plan.
Boston Scientific (BSX) has a holder planning to sell 17,313 shares of its common stock under Rule 144. The shares are to be sold through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $1,758,187.73 as disclosed. The shares relate to a stock option exercise dated 12/01/2025, paid in cash to the issuer on the same date, meaning the company received cash for the option exercise while the holder expects to receive cash proceeds from the market sale. Boston Scientific had 1,482,442,039 shares of common stock outstanding as context for the planned transaction.