Penumbra (PEN) director granted 589 RSUs with 2026 vesting

Rhea-AI Filing Summary

O'Rourke Bridget reported acquisition or exercise transactions in this Form 4 filing.

Penumbra director Bridget O'Rourke reported an equity award of 589 shares of common stock in the form of restricted stock units (RSUs). The award was granted at no cash cost and increased her directly held common stock to 5,962 shares after the transaction.

The RSUs vest in four equal installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, as long as she continues serving as a director through each date. If the Closing of the merger with Boston Scientific Corporation described in the merger agreement occurs, any unvested RSUs will fully vest at that Closing, subject to her continued board service through that date.

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

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

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^*

O'Rourke Bridget

(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)
02/13/2026

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	02/13/2026		A		589(1)	A	$0	5,962(2)	D

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. Restricted stock units (RSUs) vest as to 1/4 on each of March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, subject to Ms. O'Rourke's continued service as director through such dates. Notwithstanding the foregoing, if the Closing (as defined in that certain Agreement and Plan of Merger, dated as of January 14, 2026, among the Issuer, Boston Scientific Corporation, a Delaware corporation, and Pinehurst Merger Sub, Inc., a Delaware corporation) occurs, any of the RSUs that remain unvested will fully vest on the Closing, subject to Ms. O'Rourke's continued service as director through such date.

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

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Bridget O'Rourke	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Penumbra (PEN) director Bridget O'Rourke report?

Bridget O'Rourke reported receiving an award of 589 restricted stock units of Penumbra common stock. The grant was at no cash cost and raised her directly held shares to 5,962, reflecting a routine director equity compensation transaction tied to continued board service.

How do Bridget O'Rourke’s new Penumbra (PEN) RSUs vest?

The 589 RSUs vest in four equal installments during 2026. Vesting dates are March 31, June 30, September 30, and December 31, and each tranche requires Bridget O’Rourke to continue serving as a Penumbra director through the applicable vesting date.

How many Penumbra (PEN) shares does Bridget O’Rourke hold after this Form 4?

After the reported RSU grant, Bridget O’Rourke is shown as directly holding 5,962 shares of Penumbra common stock. This total includes shares underlying the newly awarded restricted stock units, a portion of which remains subject to future vesting conditions.

What happens to Bridget O’Rourke’s Penumbra (PEN) RSUs if the Boston Scientific merger closes?

If the Closing of the merger with Boston Scientific Corporation occurs, any of Bridget O’Rourke’s RSUs that are still unvested will fully vest at that Closing, provided she continues serving as a Penumbra director through the Closing date, according to the merger agreement terms.

Are Bridget O’Rourke’s new Penumbra (PEN) RSUs subject to forfeiture?

Yes. The RSUs vest only if Bridget O’Rourke continues serving as a director through each scheduled 2026 vesting date. Unvested units could be forfeited if service ends before vesting, unless they fully vest earlier upon the merger Closing, as described in the agreement.

Is Bridget O’Rourke’s Penumbra (PEN) equity award an open-market purchase?

No. The Form 4 describes the transaction as a grant or award acquisition of 589 restricted stock units at a price of $0.00 per share, which indicates director compensation rather than an open-market stock purchase on an exchange.