PEN Insider Activity: Adam Elsesser Exercises Options, Discloses Sales

Rhea-AI Filing Summary

Adam Elsesser, CEO and director of Penumbra, Inc. (PEN), reported transactions dated 09/03/2025 under a Rule 10b5-1 plan. He exercised 27,980 stock options with a $30 exercise price, resulting in acquisition of 27,980 shares. Following the exercise and planned sales to satisfy exercise price and tax withholding, he sold a total of 15,800 shares in multiple trades at weighted average prices of $268.41, $269.26, $270.09, and $270.81 (execution ranges disclosed). After these transactions he directly beneficially owns 182,460 shares; an additional 577,582 shares are held indirectly by the Siegel/Elsesser Revocable Trust. All exercised shares were vested and exercisable.

Positive

• Transparent disclosure of exercise and sale details including weighted average prices and execution ranges
• Use of a Rule 10b5-1 plan indicates trades were pre-planned, reducing concerns about opportunistic insider trading
• All exercised shares were vested, so transactions reflect exercised, not accelerated, compensation

Negative

• Insider sold 15,800 shares the same day as option exercise, which could be viewed as reducing an insider's public stake
• Significant indirect holdings (577,582 shares in trust) concentrate ownership but the filing does not detail voting arrangements

Insights

Corporate Governance Expert

TL;DR: CEO exercised vested options and sold shares under a pre-established 10b5-1 plan; filings show compliance and disclosure of sale price ranges.

The Form 4 indicates the Reporting Person exercised 27,980 options at a $30 strike and sold 15,800 shares in multiple tranches pursuant to a Rule 10b5-1 trading plan tied to option expirations and tax/price obligations. The filing discloses weighted average sale prices and execution ranges for transparency and notes that all exercised shares were vested. The split between direct ownership (182,460 shares) and indirect trust holdings (577,582 shares) is clearly reported, which helps assess concentration of insider ownership.

Securities Analyst

TL;DR: Transactions are routine option exercise and share sales under an established trading plan; no new compensation grants or unusual derivatives activity reported.

The derivative section shows a stock option exercisable and expiring shortly after the transaction date, with zero option-side consideration reported post-exercise. Sales were effected in multiple trades with disclosed price ranges and weighted averages, and the filer affirms willingness to provide full trade-level details on request. No additional derivative positions remain directly held following the reported exercise and 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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		M		27,980	A	$30	198,260	D
Common Stock	09/03/2025		S(1)		2,351	D	$268.41(2)	195,909	D
Common Stock	09/03/2025		S(1)		4,674	D	$269.26(3)	191,235	D
Common Stock	09/03/2025		S(1)		7,575	D	$270.09(4)	183,660	D
Common Stock	09/03/2025		S(1)		1,200	D	$270.81(5)	182,460	D
Common Stock								577,582	I	By Trust(6)

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	09/03/2025		M			27,980	(7)	09/16/2025	Common Stock	27,980	$0	0	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 $267.67 to $268.65. 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 $268.67 to $269.62. 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 $269.74 to $270.65. 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 $270.78 to $271.08. 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. Shares are held by the Siegel/Elsesser Revocable Trust.

7. All shares are vested and exercisable.

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Adam Elsesser	09/04/2025
	** 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 Penumbra CEO Adam Elsesser report on the Form 4 (PEN)?

The Form 4 reports a 09/03/2025 exercise of 27,980 options at a $30 strike and subsequent sales of 15,800 shares under a Rule 10b5-1 plan.

How many shares does Adam Elsesser directly and indirectly beneficially own after the transactions?

After the transactions he directly beneficially owns 182,460 shares and indirectly owns 577,582 shares held by the Siegel/Elsesser Revocable Trust.

Were the sold shares part of an approved trading plan?

Yes. The filing states the sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan implemented in connection with option expirations.

What prices were the shares sold at?

Sales were executed in multiple trades with reported weighted average prices of $268.41, $269.26, $270.09, and $270.81; execution ranges for each tranche are disclosed in the filing.

Were the exercised options vested and exercisable?

Yes. The filing explicitly states that all shares are vested and exercisable.