Penumbra Insider Trade: CEO Exercises Options, Nets $3.7M

Rhea-AI Filing Summary

Penumbra (PEN) – CEO Adam Elsesser Form 4 filing (23 Jul 2025):

The CEO exercised 27,976 stock options at a $30 strike that were set to expire on 16 Sep 2025, immediately selling 16,150 shares under a pre-arranged Rule 10b5-1 plan at weighted-average prices of $232-$234. After the transactions, his direct ownership increased to 146,258 common shares, while he still holds 577,582 shares through the Siegel/Elsesser Revocable Trust and 83,932 fully vested options.

Proceeds from the sale likely funded the exercise price and tax obligations. The filing does not signal operational changes and leaves the CEO with a substantial equity position, but the market may view the discretionary share sales as a mildly negative sentiment indicator.

Positive

• CEO retained 146,258 direct shares and 577,582 trust shares, indicating continued long-term ownership.
• Use of Rule 10b5-1 plan demonstrates proactive compliance and reduces insider-trading risk.

Negative

• Sale of 16,150 shares at ~$233 may be interpreted as modest negative sentiment from the CEO.
• Upcoming option expirations could prompt additional insider selling, adding near-term supply.

Insights

Securities Analyst

TL;DR: Routine option exercise, partial sale; ownership still high, limited valuation impact.

The $30 strike exercise and concurrent sale at ~$233 realised a conversion spread near $5.6 million, largely offsetting cash outlay and taxes. Because the sales were pre-scheduled via Rule 10b5-1 and the CEO retains over 700k shares

Corporate Governance Expert

TL;DR: Disclosed 10b5-1 plan mitigates insider-trading concern; governance impact minimal.

The use of a Rule 10b5-1 plan ahead of option expiry shows procedural compliance and reduces litigation exposure. Transparent weighted-average pricing disclosure meets SEC best-practice. Retained holdings suggest continued economic interest, limiting governance risk despite headline ‘insider sell’ perception. Overall, filing is not materially impactful.

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).

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)
07/23/2025

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	07/23/2025		M		27,976	A	$30	162,408	D
Common Stock	07/23/2025		S(1)		3,629	D	$232.11(2)	158,779	D
Common Stock	07/23/2025		S(1)		8,621	D	$233.29(3)	150,158	D
Common Stock	07/23/2025		S(1)		3,900	D	$233.86(4)	146,258	D
Common Stock								577,582	I	By Trust(5)

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	07/23/2025		M			27,976	(6)	09/16/2025	Common Stock	27,976	$0	83,932	D

Explanation of Responses:

1. The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. The Reporting Person entered into 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 $231.60 to $232.49. 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 $232.77 to $233.54. 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 $233.63 to $234.18. 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. Shares are held by the Siegel/Elsesser Revocable Trust.

6. All shares are vested and exercisable.

Remarks:

	/s/ Stephen Dobson, as attorney-in-fact for Adam Elsesser	07/25/2025
	** 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.
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FAQ

How many Penumbra shares did CEO Adam Elsesser sell on 23-Jul-2025?

He sold 16,150 shares in three tranches under a Rule 10b5-1 plan.

What was the exercise price of the options converted by the CEO?

The options were exercised at a $30 strike price.

What is the CEO's direct shareholding after the transactions?

Adam Elsesser now holds 146,258 common shares directly.

Does the CEO still hold shares indirectly?

Yes, 577,582 shares are held via the Siegel/Elsesser Revocable Trust.

Were the sales pre-planned?

Yes, the transactions were executed under a Rule 10b5-1 trading plan.