Penumbra (NYSE: PEN) CAO reports RSU grants and tax withholding trades

Rhea-AI Filing Summary

Penumbra Inc Chief Accounting Officer Lambert Shiu reported multiple equity compensation transactions involving company common stock. On February 13, 2026, he was granted 2,300 restricted stock units (RSUs) at $0 under Penumbra's Amended and Restated 2014 Equity Incentive Plan, with one quarter scheduled to vest on each of February 15, 2026, 2027, 2028 and 2029, subject to continued service. On February 17, 2026, he received an additional 2,300 RSUs at $0, vesting in four equal annual installments beginning February 15, 2027, also subject to continued service.

The filing notes that if the Closing defined in the January 14, 2026 merger agreement with Boston Scientific Corporation occurs, any unvested RSUs from these grants will fully vest at that Closing, provided he remains in service through that date. On February 15, 2026, 412 shares of common stock were disposed of at $339.30 per share to satisfy tax withholding obligations related to RSU vesting, rather than an open-market sale. After these transactions, he directly owned 39,473 shares of Penumbra common stock, a portion of which remains subject to vesting, and an additional 300 shares are held indirectly through his spouse's IRA.

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^*

Shiu Lambert

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A		2,300(1)	A	$0	37,585(2)	D
Common Stock	02/15/2026		F(3)		412	D	$339.3	37,173(2)	D
Common Stock	02/17/2026		A		2,300(4)	A	$0	39,473(2)	D
Common Stock								300	I	By Spouse's IRA(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

Explanation of Responses:

1. On February 13, 2026, the Reporting Person was granted 2,300 restricted stock units (RSUs) under the Issuer's Amended and Restated 2014 Equity Incentive Plan, of which 1/4 of the RSUs will vest equally on February 15, 2026, February 15, 2027, February 15, 2028 and February 15, 2029, subject to continued service by the Reporting Person on the applicable vesting date. Notwithstanding the foregoing, if the Closing (as defined in that certain Agreement and Plan of Merger, dated as of January 14, 2026, among the Issuer, Boston Scientific Corporation, a Delaware corporation, and Pinehurst Merger Sub, Inc., a Delaware corporation) occurs, any of the RSUs that remain unvested will fully vest on the Closing, subject to continued service by the Reporting Person through such date.

2. A portion of these shares is subject to vesting.

3. Shares were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs granted to the Reporting Person.

4. On February 17, 2026, the Reporting Person was granted 2,300 RSUs under the Issuer's Amended and Restated 2014 Equity Incentive Plan, of which 1/4 of the RSUs will vest equally on an annual basis, beginning on February 15, 2027, subject to continued service by the Reporting Person on the applicable vesting date. Notwithstanding the foregoing, if the Closing (as defined in that certain Agreement and Plan of Merger, dated as of January 14, 2026, among the Issuer, Boston Scientific Corporation, a Delaware corporation, and Pinehurst Merger Sub, Inc., a Delaware corporation) occurs, any of the RSUs that remain unvested will fully vest on the Closing, subject to continued service by the Reporting Person through such date.

5. Shares are held by the Reporting Person's spouse in an IRA.

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Lambert Shiu	02/18/2026
	** 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.

FAQ

What insider transactions did Penumbra (PEN) Chief Accounting Officer Lambert Shiu report?

Lambert Shiu reported equity compensation activity, including grants of restricted stock units and a tax-related share disposition. The transactions reflect stock awards under Penumbra’s 2014 Equity Incentive Plan and shares withheld to cover associated tax obligations, rather than open-market buying or selling of PEN stock.

How many Penumbra (PEN) restricted stock units were granted to Lambert Shiu in February 2026?

Lambert Shiu was granted two awards of 2,300 restricted stock units each. One grant occurred on February 13, 2026 and another on February 17, 2026, both under Penumbra’s Amended and Restated 2014 Equity Incentive Plan, with multi-year vesting schedules tied to continued service.

What are the vesting terms for Lambert Shiu’s new Penumbra (PEN) RSU awards?

The February 13, 2026 award vests in four equal installments on February 15 of 2026, 2027, 2028 and 2029. The February 17, 2026 award vests in four equal annual installments beginning February 15, 2027, in each case conditioned on Lambert Shiu’s continued service with Penumbra.

How does the Boston Scientific merger agreement affect Penumbra (PEN) RSUs granted to Lambert Shiu?

If the Closing defined in the January 14, 2026 merger agreement with Boston Scientific Corporation occurs, any unvested RSUs from these February 2026 grants will fully vest at that Closing, provided Lambert Shiu remains in service through that date. This creates potential acceleration of his unvested equity.

Were any of Lambert Shiu’s Penumbra (PEN) share disposals open-market sales?

The filing describes the February 15, 2026 disposal of 412 shares as tax withholding. Shares were withheld by Penumbra to satisfy tax obligations tied to RSU vesting, so this transaction reflects a tax-withholding disposition rather than a discretionary open-market sale of PEN shares.

How many Penumbra (PEN) shares does Lambert Shiu own after these transactions?

Following the reported transactions, Lambert Shiu directly owned 39,473 shares of Penumbra common stock, with a portion still subject to vesting. Separately, 300 additional shares are held indirectly in an IRA owned by his spouse, as disclosed in the filing’s ownership footnotes.