Penumbra (NYSE: PEN) CFO granted RSUs; tax shares withheld amid merger

Rhea-AI Filing Summary

Penumbra Inc Chief Financial Officer Maggie Yuen reported multiple equity-related transactions in company common stock. On February 13, 2026, she was granted 2,630 restricted stock units (RSUs) under Penumbra’s Amended and Restated 2014 Equity Incentive Plan, scheduled to vest in four equal annual installments starting February 15, 2026, subject to continued service. On February 17, 2026, she received an additional 2,630 RSUs, vesting annually beginning February 15, 2027, also subject to continued service. Any unvested RSUs from these grants will fully vest if the Closing of the merger with Boston Scientific Corporation and Pinehurst Merger Sub, Inc., as defined in the January 14, 2026 merger agreement, occurs while she remains in service. In connection with RSU vesting, 481 shares of common stock were withheld by Penumbra on February 15, 2026 at $339.30 per share to satisfy tax withholding obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, Yuen directly owned 20,785 shares of Penumbra common stock.

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

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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^*

Yuen Maggie

(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 Financial 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		2,630(1)	A	$0	18,636(2)	D
Common Stock	02/15/2026		F(3)		481	D	$339.3	18,155(2)	D
Common Stock	02/17/2026		A		2,630(4)	A	$0	20,785(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, as attorney-in-fact for Maggie Yuen	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Penumbra (PEN) CFO Maggie Yuen report in this Form 4?

Penumbra CFO Maggie Yuen reported two grants of 2,630 restricted stock units each and a tax-withholding share disposition. The RSUs vest over several years, and some or all may vest earlier if the Boston Scientific merger Closing occurs while she remains employed.

How many Penumbra RSUs were granted to CFO Maggie Yuen and when do they vest?

Maggie Yuen received 2,630 RSUs on February 13, 2026 and another 2,630 RSUs on February 17, 2026. Each grant vests in four equal annual installments, beginning February 15, 2026 for the first grant and February 15, 2027 for the second, subject to continued service.

How does the Boston Scientific merger affect Maggie Yuen’s Penumbra RSUs?

If the Closing of Penumbra’s merger with Boston Scientific and Pinehurst Merger Sub, Inc., as defined in the January 14, 2026 merger agreement, occurs, any unvested RSUs from these grants will fully vest at Closing, provided Yuen remains in service through that date.

Why were 481 Penumbra shares disposed of in Maggie Yuen’s Form 4 filing?

The 481 Penumbra shares were withheld by the company at $339.30 per share to satisfy tax withholding obligations from RSU vesting. This is classified as a tax-withholding disposition and does not represent an open-market sale initiated for portfolio or trading purposes.

How many Penumbra shares does CFO Maggie Yuen own after these transactions?

After the reported RSU grants and tax-withholding disposition, Maggie Yuen directly owned 20,785 shares of Penumbra common stock. A portion of these shares remains subject to vesting conditions tied to the underlying RSU awards and service-based requirements over the multi-year vesting schedule.

Are Maggie Yuen’s new Penumbra RSUs subject to service conditions?

Yes. Both 2,630-unit RSU grants vest in four equal annual installments, and each vesting date requires continued service by Maggie Yuen. Unvested RSUs may accelerate and fully vest at the merger Closing if she remains in service through that date.