Adam Elsesser Uses 10b5-1 Plan to Sell 16,030 Shares After Option Exercise

Rhea-AI Filing Summary

Adam Elsesser, CEO and President of Penumbra Inc. (PEN), reported an option exercise and planned sales under a Rule 10b5-1 trading plan on 08/06/2025. He acquired 27,976 shares by exercising options at a $30 conversion price and sold five blocks totaling 16,030 shares at weighted-average prices ranging from $236.78 to $240.56. Direct beneficial ownership decreased from 174,234 to 158,204 shares; an additional 577,582 shares are held indirectly by the Siegel/Elsesser Revocable Trust. The filing notes the sales were effected to satisfy exercise price and tax withholding obligations and were implemented pursuant to the 10b5-1 plan.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-planned, compliant insider trading
• 27,976 shares acquired via option exercise at $30, showing exercise at a defined conversion price
• 577,582 shares held indirectly by the Siegel/Elsesser Revocable Trust, indicating substantial retained ownership

Negative

• Direct beneficial ownership decreased by 16,030 shares (from 174,234 to 158,204), a ~9.2% reduction in direct holdings
• Insider sold 16,030 shares at market prices between $236.78 and $240.56, increasing share supply from this holder

Insights

Financial Analyst

TL;DR: Routine option exercise followed by pre-planned sales reduced direct stake but substantial ownership remains; impact appears neutral.

The reporting shows a typical option exercise at a low conversion price ($30) followed by sales executed under a documented Rule 10b5-1 plan, with total sales of 16,030 shares at prices between $236.78 and $240.56. Direct holdings declined from 174,234 to 158,204 shares, while 577,582 shares remain indirectly held in a revocable trust. Because the filing explicitly states the transactions were plan-driven and to cover exercise/tax obligations, this appears largely administrative rather than a signal of changed company outlook.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan and clear disclosure demonstrate governance compliance and transaction transparency.

The disclosure identifies a documented Rule 10b5-1 trading plan and provides weighted-average sale prices and trade reason: satisfying option exercise and tax withholding obligations. The report also discloses indirect trust holdings (577,582 shares) and remaining derivative position details. From a governance perspective, the filing meets transparency expectations by stating the plan-based nature of the trades and offering to provide trade-level details upon request.

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)
08/06/2025

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	08/06/2025		M		27,976	A	$30	174,234	D
Common Stock	08/06/2025		S(1)		2,486	D	$236.78(2)	171,748	D
Common Stock	08/06/2025		S(1)		7,861	D	$238.04(3)	163,887	D
Common Stock	08/06/2025		S(1)		3,842	D	$238.81(4)	160,045	D
Common Stock	08/06/2025		S(1)		1,811	D	$239.52(5)	158,234	D
Common Stock	08/06/2025		S(1)		30	D	$240.56	158,204	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	08/06/2025		M			27,976	(7)	09/16/2025	Common Stock	27,976	$0	55,956	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 $236.41 to $237.38. 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 $237.42 to $238.36. 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 $238.41 to $239.10. 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 $239.48 to $239.68. 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/ Stephen Dobson, as attorney-in-fact for Adam Elsesser	08/08/2025
	** 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 Penumbra (PEN) Form 4?

The filing reports an option exercise acquiring 27,976 shares at a $30 conversion price and sales of 16,030 shares executed on 08/06/2025 under a Rule 10b5-1 plan.

Why were the shares sold according to the Form 4?

The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan entered in connection with option expirations and to satisfy the exercise price and tax withholding obligations.

How many shares does Adam Elsesser beneficially own after these transactions?

Following the reported transactions, direct beneficial ownership is 158,204 shares. Additionally, 577,582 shares are held indirectly by the Siegel/Elsesser Revocable Trust. The filing also shows 55,956 derivative securities reported as beneficially owned following the transactions.

What prices were the insider sales executed at?

Sales were executed in multiple trades with reported weighted-average prices of $236.78, $238.04, $238.81, $239.52, and $240.56; the filing lists underlying execution ranges for each block.

Were the exercised options vested or exercisable?

The filing explicitly states that all shares are vested and exercisable in connection with the derivative securities disclosure.

Who holds the indirect shares disclosed on the Form 4?

The filing identifies the indirect holder as the Siegel/Elsesser Revocable Trust, which holds 577,582 shares.