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Penumbra (NYSE: PEN) EVP receives RSU grants and settles tax

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Penumbra Inc executive Johanna Roberts, EVP, General Counsel & Secretary, reported equity compensation activity in the form of restricted stock units (RSUs) and related tax withholding. On February 13, 2026, she was granted 2,630 RSUs that vest in four equal installments on February 15 of 2026, 2027, 2028 and 2029, subject to continued service. On February 17, 2026, she received another 2,630 RSUs, vesting annually in four equal installments beginning February 15, 2027, also subject to continued service. The footnotes state that if the Closing of the merger agreement among Penumbra, Boston Scientific Corporation and Pinehurst Merger Sub, Inc. occurs, any unvested RSUs from these grants will fully vest at that Closing, provided she remains in service through that date. In connection with RSU vesting, 482 shares of common stock were disposed of at $339.30 per share to cover tax withholding obligations, a non-open-market, tax-withholding disposition. Following these transactions, she directly owned tens of thousands of Penumbra common shares, with portions subject to vesting.

Positive

  • None.

Negative

  • None.
Insider Roberts Johanna
Role EVP, Gen. Counsel & Secretary
Type Security Shares Price Value
Grant/Award Common Stock 2,630 $0.00 --
Tax Withholding Common Stock 482 $339.30 $164K
Grant/Award Common Stock 2,630 $0.00 --
Holdings After Transaction: Common Stock — 67,484 shares (Direct)
Footnotes (1)
  1. On February 13, 2026, the Reporting Person was granted 2,630 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. A portion of these shares is subject to vesting. Shares were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs granted to the Reporting Person. On February 17, 2026, the Reporting Person was granted 2,630 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.
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*
Roberts Johanna

(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)
EVP, Gen. Counsel & Secretary
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 2,630(1) A $0 65,336(2) D
Common Stock 02/15/2026 F(3) 482 D $339.3 64,854(2) D
Common Stock 02/17/2026 A 2,630(4) A $0 67,484(2) D
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 2,630 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 2,630 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.
Remarks:
/s/ Johanna Roberts 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 RSU grants did Penumbra (PEN) executive Johanna Roberts receive?

Johanna Roberts received two grants of 2,630 restricted stock units each under Penumbra’s 2014 Equity Incentive Plan. One grant was dated February 13, 2026, and the other February 17, 2026, giving her a total of 5,260 newly granted RSUs.

How do the new RSU grants for Penumbra (PEN) EVP Johanna Roberts vest?

The February 13, 2026 grant vests in four equal parts on February 15 of 2026, 2027, 2028 and 2029. The February 17, 2026 grant vests annually in four equal installments beginning February 15, 2027, all subject to her continued service.

How is the Boston Scientific merger referenced in Johanna Roberts’ Penumbra (PEN) Form 4?

Footnotes state that if the Closing of the January 14, 2026 merger agreement among Penumbra, Boston Scientific Corporation and Pinehurst Merger Sub occurs, any unvested RSUs from these grants will fully vest at that Closing, assuming Johanna Roberts remains in service through that date.

Why were 482 Penumbra (PEN) shares disposed of at $339.30 in this Form 4?

The 482 shares of Penumbra common stock disposed of at $339.30 per share were withheld by the company to satisfy tax withholding obligations arising from RSU vesting. This is characterized as a tax-withholding disposition, not an open-market sale transaction.

What ownership position does Johanna Roberts report in Penumbra (PEN) common stock?

After the reported transactions, Johanna Roberts held tens of thousands of Penumbra common shares directly, with a portion subject to vesting. The Form 4 indicates direct ownership of common stock alongside the newly granted RSUs governed by specific vesting schedules.