PEN Insider Filing: CEO Elsesser Exercises Options, Executes 10b5-1 Sales

Rhea-AI Filing Summary

Adam Elsesser, CEO and President of Penumbra, Inc. (PEN), exercised stock options and sold a portion of shares on 08/20/2025 under a Rule 10b5-1 plan. He exercised a stock option with a $30 exercise price to acquire 27,976 shares. On the same date he sold multiple blocks of common stock executed under his 10b5-1 trading plan: 459 shares at a weighted average price of $252.86, 9,114 shares at a weighted average price of $254.27, 6,227 shares at a weighted average price of $254.99, and 100 shares at $256.50. Following these transactions his direct beneficial ownership is reported as 170,280 shares. He also holds 577,582 shares indirectly through the Siegel/Elsesser Revocable Trust, all as reported on the Form 4.

Positive

• Use of a Rule 10b5-1 trading plan to execute sales, indicating pre-established and compliant insider trading arrangements
• Substantial residual ownership: 170,280 shares directly and 577,582 shares indirectly via trust, demonstrating continued insider alignment with shareholders
• Clear disclosure of weighted average sale prices and willingness to provide full trade details upon request

Negative

• Net reduction in direct holdings due to sales (direct shares decreased through multiple disposals on 08/20/2025)
• Significant insider sales executed the same day as option exercise, which may be viewed as insider liquidity rather than incremental investment

Insights

Financial Analyst

TL;DR: Exercise of options and concurrent sales under a 10b5-1 plan leave the CEO with substantial direct and indirect holdings, signaling continued alignment with shareholders.

The reporting shows a cashless exercise of 27,976 option shares at a $30 exercise price and immediate sales executed under a Rule 10b5-1 plan to cover exercise and tax obligations. Sales occurred in multiple tranches at weighted average prices between $252.86 and $256.50. Post-transaction holdings include 170,280 shares directly and 577,582 shares indirectly via a revocable trust. For investors this clarifies insider liquidity activity and confirms the use of a pre-established trading plan to manage tax/exercise obligations without indicating a change in overall ownership strategy.

Corporate Governance Expert

TL;DR: The Form 4 documents compliant insider activity using a 10b5-1 plan and discloses trust holdings, consistent with good disclosure practices.

The filing identifies the CEO as both a director and officer and discloses transactions tied to option exercise and planned sales under a Rule 10b5-1 plan. The Form 4 includes explanations of multiple trade executions and commit to provide detailed trade information if requested. It also discloses material indirect ownership via the Siegel/Elsesser Revocable Trust. This level of disclosure supports transparency around insider liquidity while documenting that transactions were pre-planned rather than opportunistic sales.

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)
08/20/2025

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	08/20/2025		M		27,976	A	$30	186,180	D
Common Stock	08/20/2025		S(1)		459	D	$252.86(2)	185,721	D
Common Stock	08/20/2025		S(1)		9,114	D	$254.27(3)	176,607	D
Common Stock	08/20/2025		S(1)		6,227	D	$254.99(4)	170,380	D
Common Stock	08/20/2025		S(1)		100	D	$256.5	170,280	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	08/20/2025		M			27,976	(6)	09/16/2025	Common Stock	27,976	$0	27,980	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 $252.64 to $253.07. 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 $253.70 to $254.61. 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 $254.73 to $255.39. 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/ Johanna Roberts, as attorney-in-fact for Adam Elsesser	08/22/2025
	** 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

What transactions did Adam Elsesser report on the Form 4 for PEN?

The Form 4 reports a $30 exercise of 27,976 option shares and sales on 08/20/2025 of 459, 9,114, 6,227, and 100 shares executed under a Rule 10b5-1 plan at weighted average prices of $252.86, $254.27, $254.99, and $256.50 respectively.

How many PEN shares does Adam Elsesser own after the reported transactions?

Following the reported transactions Elsesser beneficially owns 170,280 shares directly and 577,582 shares indirectly through the Siegel/Elsesser Revocable Trust.

Were the sales by Adam Elsesser pre-planned or opportunistic?

The Form 4 states the sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan established to satisfy option exercise and tax withholding obligations.

What is the exercise price and exercisability of the options exercised by Elsesser?

The option exercise price was $30 and the filing states all shares are vested and exercisable with exercisable shares underlying the option equal to 27,976.

Through what entity does Elsesser hold indirect PEN shares?

Indirect holdings are held by the Siegel/Elsesser Revocable Trust as disclosed in the Form 4.