[Form 4] Penumbra, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Penumbra (NYSE:PEN) filed a Form 4 detailing insider transactions by CEO Adam Elsesser.

• Options exercised: 27,976 shares at $30
• Shares sold: 15,890 at an average ≈$253; gross proceeds ≈$4.0 million
• Ownership after trade: 122,441 direct shares and 577,582 indirect shares via trust (≈700k total)
• Sale magnitude: ~2.3% of post-transaction holdings but above the $1 million materiality threshold

Sales were executed under a pre-arranged Rule 10b5-1 plan tied to option expiration on 09/16/2025, suggesting liquidity and tax-coverage motives rather than discretionary selling.

Positive

• None.

Negative

• CEO Adam Elsesser sold 15,890 PEN shares for approximately $4.0 M, a transaction above the $1 M materiality threshold, which may be interpreted as insider selling pressure despite being plan-based.

Insights

Insider Trading Analyst

TL;DR: $4 M sale, net shares up; mixed signal

The CEO exercised expiring $30 options and liquidated 15,890 shares to fund strike price and withholding, generating roughly $4 M. Although the headline disposal can pressure sentiment, his direct stake actually grew 11% to 122,441 shares and overall ownership remains ≈700 k shares. Because trades were executed under a Rule 10b5-1 plan and linked to option expiry, intent appears procedural rather than bearish. I see no immediate read-through for fundamentals; the disclosure is best viewed as neutral with limited lasting impact on valuation or governance.

Portfolio Manager

TL;DR: Procedural option exercise—minor sentiment drag

The cashless exercise removed overhang from September-dated options but required open-market sales at ~$253. While insider selling above $1 M often triggers algorithmic caution flags, the net share addition and modest 2.3% reduction in total holdings temper concern. Unless a pattern of incremental selling emerges, I consider this filing low-impact for long-term holders, though short-term traders may react to the optics of a $4 M CEO sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elsesser Adam

(Last) (First) (Middle)

ONE PENUMBRA PLACE

(Street)

ALAMEDA CA 94502

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Penumbra Inc [ PEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/25/2025		M		27,976	A	$30	138,331	D
Common Stock	06/25/2025		S(1)		2,444	D	$251.26(2)	135,887	D
Common Stock	06/25/2025		S(1)		6,422	D	$252.68(3)	129,465	D
Common Stock	06/25/2025		S(1)		1,702	D	$253.43(4)	127,763	D
Common Stock	06/25/2025		S(1)		2,530	D	$254.42(5)	125,233	D
Common Stock	06/25/2025		S(1)		1,530	D	$255.63(6)	123,703	D
Common Stock	06/25/2025		S(1)		1,067	D	$256.35(7)	122,636	D
Common Stock	06/25/2025		S(1)		195	D	$257.12	122,441	D
Common Stock								577,582	I	By Trust(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$30	06/25/2025		M			27,976	(9)	09/16/2025	Common Stock	27,976	$0	139,884	D

Explanation of Responses:

1. The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. The Reporting Person entered in the Rule 10b5-1 trading plan in connection with the expiration of certain stock options held by the Reporting Person and related sales of shares to satisfy the exercise price and tax withholding obligations upon the exercise of such stock options.

2. This transaction was executed in multiple trades at prices ranging from $251.11 to $251.64. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $252.29 to $253.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $253.14 to $254.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $254.14 to $254.91. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $255.12 to $256.03. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $256.11 to $256.72. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares and prices at which the transaction was effected.

8. Shares are held by the Siegel/Elsesser Revocable Trust.

9. All shares are vested and exercisable.

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Adam Elsesser	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

How many Penumbra (PEN) shares did the CEO sell on 06/25/2025?

Adam Elsesser sold 15,890 shares at weighted average prices around $253, generating roughly $4.0 million in proceeds.

Did the CEO acquire additional Penumbra shares in the same filing?

Yes. He exercised options for 27,976 shares at a $30 strike price that expire on 09/16/2025.

What is Adam Elsesser’s total ownership in PEN after these transactions?

He now holds 122,441 direct shares and 577,582 indirect shares via trust, totaling about 700,023 shares.

Were the share sales executed under a Rule 10b5-1 plan?

Yes. All dispositions were made pursuant to a pre-arranged Rule 10b5-1 trading plan tied to option exercise funding and taxes.

What percentage of the CEO’s holdings were sold in this Form 4?

The 15,890 shares sold represent roughly 2.3% of his total post-transaction beneficial ownership.