Penumbra (PEN) director granted 589 RSUs with vesting tied to merger

Rhea-AI Filing Summary

Sarna Surbhi reported acquisition or exercise transactions in this Form 4 filing.

Penumbra Inc director Surbhi Sarna reported an equity award of 589 shares of common stock in the form of restricted stock units (RSUs). The grant was recorded at a price of $0.00 per share, reflecting a stock-based compensation award rather than an open-market purchase.

The RSUs are scheduled to vest in four equal installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, subject to her continued service as a director through each date. The filing states that if the Closing of the merger described in the January 14, 2026 Agreement and Plan of Merger among Penumbra, Boston Scientific Corporation, and Pinehurst Merger Sub, Inc. occurs, any unvested RSUs will fully vest at that Closing, again conditioned on her continued board service through that date. After this grant, she reports beneficial ownership of 4,293 shares of Penumbra common stock, a portion of which remains subject to vesting.

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).

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^*

Sarna Surbhi

(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	4,293(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. Sarna'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. Sarna'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 Surbhi Sarna	02/18/2026
	** 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 Penumbra (PEN) director Surbhi Sarna report in this Form 4?

Surbhi Sarna reported acquiring 589 shares of Penumbra common stock through a restricted stock unit (RSU) award. The grant was recorded at $0.00 per share, indicating director equity compensation rather than an open-market purchase, and increased her reported holdings to 4,293 shares.

How do the newly granted RSUs to Surbhi Sarna at Penumbra (PEN) vest?

The 589 RSUs granted to Surbhi Sarna vest in four equal installments. Vesting dates are March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, and each installment requires her continued service as a Penumbra director through the applicable date.

How could the Boston Scientific merger affect Surbhi Sarna’s RSUs at Penumbra (PEN)?

The filing states that if the Closing of the January 14, 2026 Agreement and Plan of Merger with Boston Scientific and Pinehurst Merger Sub occurs, any of Sarna’s RSUs that are still unvested will fully vest at that Closing, provided she continues serving as a director through that date.

What is Surbhi Sarna’s total reported Penumbra (PEN) share ownership after this transaction?

After the RSU grant, Surbhi Sarna reports beneficial ownership of 4,293 shares of Penumbra common stock. The filing notes that a portion of these shares is subject to vesting, meaning not all reported shares are fully vested as of the transaction date.

Was Surbhi Sarna’s Penumbra (PEN) transaction a market purchase or a stock award?

The transaction was a stock award, not a market purchase. It is coded as a grant or award acquisition (code A) of 589 RSUs at $0.00 per share, reflecting equity-based director compensation rather than buying shares on the open market.

What conditions must be met for Surbhi Sarna’s Penumbra (PEN) RSUs to vest?

Each quarterly vesting tranche requires Surbhi Sarna’s continued service as a Penumbra director through the specified vesting date. For accelerated vesting at the merger Closing, she must remain in service through that Closing, according to the merger agreement’s terms described in the filing.