Penumbra Insider Trading: CEO Exercises Options, Nets $3.9M in Sales

Rhea-AI Filing Summary

Penumbra, Inc. (PEN) – Form 4 insider transaction filed 07/11/2025

Chief Executive Officer and President Adam Elsesser reported an option exercise (Code M) and subsequent open-market sales executed under a pre-arranged Rule 10b5-1 trading plan on 07/09/2025:

• Exercised: 27,976 common shares at an exercise price of $30.00.
• Sold: 15,985 common shares across eight trades at weighted-average prices ranging from $241.09 to $248.79.

After these transactions, Elsesser’s holdings are:

• Direct ownership: 134,432 common shares.
• Indirect ownership: 577,582 common shares held by the Siegel/Elsesser Revocable Trust.
• Derivative holdings: 111,908 vested stock options remaining.

The filing indicates that sales were made primarily to cover the exercise price and associated tax withholdings related to the expiring options. No other corporate events or financial results are disclosed in this filing.

Positive

• None.

Negative

• CEO liquidated 15,985 shares (~$3.9 million), reducing direct holdings to 134,432 shares.

Insights

Securities Analyst

TL;DR CEO exercised options and sold ~16k shares; still retains sizeable stake, neutral signal.

The transaction converts low-priced options ($30 strike) into common stock worth roughly $6.7 million at prevailing prices, followed by gross sales of about $3.9 million. Because the activity occurred under a Rule 10b5-1 plan tied to option expiration, it appears routine rather than opportunistic. Post-sale, Elsesser continues to own over 700k shares (direct + indirect), aligning interests with shareholders. The relatively small reduction (<3% of total controlled shares) and absence of any accompanying corporate news make the market impact limited.

Corporate Governance Specialist

TL;DR Pre-planned trades; governance risk low, impact neutral.

Because the CEO used a disclosed 10b5-1 plan and filed promptly, governance best-practice boxes are checked. The sale proceeds mainly satisfy tax/strike costs linked to expiring options, a standard liquidity event. Continuing large ownership (≈712k shares) preserves alignment incentives. No red flags such as accelerated selling or undisclosed side agreements are evident.

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)
07/09/2025

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	07/09/2025		M		27,976	A	$30	150,417	D
Common Stock	07/09/2025		S(1)		1,395	D	$241.09(2)	149,022	D
Common Stock	07/09/2025		S(1)		1,244	D	$241.96(3)	147,778	D
Common Stock	07/09/2025		S(1)		3,522	D	$242.97(4)	144,256	D
Common Stock	07/09/2025		S(1)		5,710	D	$243.97(5)	138,546	D
Common Stock	07/09/2025		S(1)		2,379	D	$244.71(6)	136,167	D
Common Stock	07/09/2025		S(1)		1,110	D	$245.9(7)	135,057	D
Common Stock	07/09/2025		S(1)		450	D	$247.92	134,607	D
Common Stock	07/09/2025		S(1)		175	D	$248.79	134,432	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	07/09/2025		M			27,976	(9)	09/16/2025	Common Stock	27,976	$0	111,908	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 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 $240.43 to $241.34. 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 $241.62 to $242.12. 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 $242.55 to $243.42. 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 $243.45 to $244.41. 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 $244.43 to $245.28. 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 $245.69 to $246.13. 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	07/11/2025
	** 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 CEO Adam Elsesser sell?

He sold 15,985 common shares on 07/09/2025 under a Rule 10b5-1 plan.

At what prices were the PEN shares sold?

Weighted-average sale prices ranged from $241.09 to $248.79 across eight trades.

How many shares does the CEO still own after the transactions?

Elsesser owns 134,432 shares directly and 577,582 shares indirectly through a trust.

What options did the CEO exercise?

He exercised 27,976 options with a strike price of $30.00, expiring 09/16/2025.

Were the sales part of a pre-arranged plan?

Yes. All sales were executed under Elsesser’s Rule 10b5-1 trading plan.