Penumbra (PEN) CEO-linked trust donates 77,000 shares in charitable stock gift

Rhea-AI Filing Summary

Penumbra Inc director and CEO Adam Elsesser reported a charitable stock gift by a related trust. The Siegel/Elsesser Revocable Trust transferred 77,000 shares of Penumbra common stock as a bona fide gift, identified in the footnotes as a charitable donation to a Massachusetts school. After the transaction, the trust’s indirect holdings reported for Elsesser totaled 683,042 shares of common stock. This was a non-cash transfer at a stated price of zero per share and does not represent an open-market sale.

Insider Trade Summary

77,000 shares gifted

Mixed 1 txn

Insider Elsesser Adam

Role CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	77,000	$0.00	--

Holdings After Transaction: Common Stock — 683,042 shares (Indirect, By Trust)

Footnotes (1)

1. Charitable donation to Massachusetts school focused on educating students with complex language and learning challenges. Any changes between direct and indirect holdings through the Siegel/Elsesser Revocable Trust 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. Shares are held by the Siegel/Elsesser Revocable Trust.

Key Figures

Gifted shares: 77,000 shares Post-transaction holdings: 683,042 shares Gift price per share: $0.00 per share +1 more

4 metrics

Gifted shares 77,000 shares Bona fide gift of common stock on May 19, 2026

Post-transaction holdings 683,042 shares Indirect common stock holdings via trust following gift

Gift price per share $0.00 per share Non-cash bona fide gift, no sale proceeds

Gift transactions 1 gift, 77,000 shares TransactionSummary giftCount and giftShares

Key Terms

bona fide gift, Section 16, Rule 16a-13, Revocable Trust, +1 more

5 terms

bona fide gift financial

"transaction_code_description: Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Section 16 regulatory

"transactions exempt from Section 16 pursuant to Rule 16a-13"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Rule 16a-13 regulatory

"pursuant to Rule 16a-13 under the Securities Exchange Act of 1934"

Revocable Trust financial

"Shares are held by the Siegel/Elsesser Revocable Trust."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

indirect ownership financial

"direct_or_indirect: I and nature_of_ownership: By Trust"

Form 4 Insider Transactions: What Each Field Means →

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^*

Elsesser Adam

(Last) (First) (Middle)

ONE PENUMBRA PLACE

(Street)

ALAMEDA CALIFORNIA 94502

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/19/2026		G(1)		77,000	D	$0	683,042(2)	I	By Trust(3)

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. Charitable donation to Massachusetts school focused on educating students with complex language and learning challenges.

2. Any changes between direct and indirect holdings through the Siegel/Elsesser Revocable Trust 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. Shares are held by the Siegel/Elsesser Revocable Trust.

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Adam Elsesser	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Penumbra (PEN) disclose for Adam Elsesser?

Penumbra disclosed that a trust associated with CEO Adam Elsesser made a bona fide gift of 77,000 common shares. The transfer was reported as a charitable donation, not an open-market sale, and carried a stated price of zero per share.

Who actually held the Penumbra (PEN) shares involved in the reported gift?

The shares were held by the Siegel/Elsesser Revocable Trust, which is associated with Adam Elsesser. The Form 4 notes the trust as the indirect owner, with the transaction classified as a gift and the nature of ownership disclosed as “By Trust.”

How many Penumbra (PEN) shares did the trust hold after the gift transaction?

After the reported gift of 77,000 shares, the Siegel/Elsesser Revocable Trust’s indirect holdings reported for Adam Elsesser totaled 683,042 common shares. This figure reflects the position following the transaction disclosed in the Form 4 filing.

Was the Penumbra (PEN) insider transaction a market sale or purchase?

The transaction was not a market sale or purchase. It was coded as a “G” bona fide gift, with zero price per share. The filing describes it as a charitable donation rather than an open-market trade on any stock exchange.

What charitable purpose was mentioned in the Penumbra (PEN) Form 4 footnotes?

A footnote explains that the 77,000-share transfer was a charitable donation to a Massachusetts school focused on educating students with complex language and learning challenges, clarifying the philanthropic nature of the insider-reported stock gift.