[Form 4] Penumbra, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Penumbra director Thomas Wilder sold 372 shares of Penumbra common stock on 08/12/2025 at $240.16 per share under a Rule 10b5-1 trading plan. After the reported sale, the filing shows the reporting person beneficially owns 372 shares directly and 4,506 shares indirectly through the Thomas and Catharine Wilder Family Trust dated March 31, 2006. The Form 4 notes a portion of the directly held shares are subject to vesting.

The filing states transfers between direct and indirect holdings through the family trust are treated as changes in form of ownership exempt under Rule 16a-13.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was pre-planned and complies with an affirmative defense structure
• Clear disclosure of indirect holdings through the Thomas and Catharine Wilder Family Trust, improving transparency about beneficial ownership

Negative

• Reduction in direct holdings by 372 shares, which may be viewed negatively by some investors
• Some directly held shares are subject to vesting, limiting immediate ownership certainty

Insights

Securities Analyst

TL;DR: Routine 10b5-1 sale by a director; small direct holding remains, substantial indirect trust holdings disclosed.

The Form 4 documents a planned sale of 372 shares executed under a Rule 10b5-1 trading plan at $240.16 per share on 08/12/2025. This is a disclosure of insider liquidity rather than a corporate event. The reporting person retains 372 shares directly and 4,506 shares indirectly via a family trust, with some directly held shares subject to vesting. The transaction and the trust disclosure provide transparency but do not indicate a change in control or material shift in ownership.

Corporate Governance Expert

TL;DR: The sale follows a pre-established trading plan and the filing clarifies direct versus trust-held ownership.

The filing identifies the reporting person as a director and explicitly states the sale was effected pursuant to a Rule 10b5-1 plan, which supports an affirmative defense to insider trading claims. The Form 4 also explains that recharacterizations between direct and trust holdings are treated as mere changes in form under Rule 16a-13. From a governance perspective, the disclosure meets Section 16 transparency expectations; no executive departure or discretionary insider purchase is indicated.

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^*

Wilder Thomas

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		S(1)		372	D	$240.16	372(2)(3)	D
Common Stock								4,506(2)	I	By Trust(4)

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

Explanation of Responses:

1. The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

2. Any changes between direct and indirect holdings through the Thomas and Catharine Wilder Family Trust dated March 31, 2006 are in transactions exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 as mere changes in form of beneficial ownership.

3. A portion of these shares is subject to vesting.

4. Shares are held by the Thomas and Catharine Wilder Family Trust dated March 31, 2006.

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Thomas C. Wilder	08/13/2025
	** 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

What did Thomas Wilder report on Penumbra (PEN) Form 4?

The Form 4 reports that Thomas Wilder sold 372 shares of Penumbra common stock on 08/12/2025 at a price of $240.16 per share under a Rule 10b5-1 trading plan.

How many Penumbra shares does the reporting person beneficially own after the transaction?

After the reported transaction the filing shows 372 shares directly and 4,506 shares indirectly through the Thomas and Catharine Wilder Family Trust dated March 31, 2006.

Was the sale part of a pre-established trading plan for PEN?

Yes. The Form 4 states the sales were effected pursuant to the reporting person’s Rule 10b5-1 trading plan.

Are any of the reported shares subject to vesting?

Yes. The filing notes that a portion of the directly held shares is subject to vesting.

Does the filing indicate any change in control or major ownership shift at Penumbra?

No. The Form 4 describes a routine sale and explains that changes between direct and trust holdings are treated as mere changes in form under Rule 16a-13, not a change in control.