Penumbra (PEN) director granted 589 RSUs with 2026 vesting

Rhea-AI Filing Summary

Leeds Janet reported acquisition or exercise transactions in this Form 4 filing.

Penumbra Inc director Janet Leeds received an equity grant of 589 shares of common stock in the form of restricted stock units (RSUs) at no cash cost. The award increases her directly held shares to 6,639.

The RSUs vest in four equal installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, as long as she continues serving as a director through each date. If the Closing of the referenced merger with Boston Scientific Corporation occurs, any RSUs still unvested at that time will fully vest at Closing, again conditioned on her continued board service.

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^*

Leeds Janet

(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
	Officer (give title below)		Other (specify below)

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		589(1)	A	$0	6,639(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. Restricted stock units (RSUs) vest as to 1/4 on each of March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026, subject to Ms. Leeds' continued service as director through such dates. 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 Ms. Leeds' continued service as director through such date.

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

Remarks:

	/s/ Johanna Roberts, as attorney-in-fact for Janet Leeds	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.
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FAQ

What did Penumbra (PEN) director Janet Leeds report in this Form 4?

Janet Leeds reported receiving 589 restricted stock units of Penumbra common stock as an equity award. The grant was made at no cash cost and increases her directly held position to 6,639 shares, with a portion of the new award subject to future vesting conditions.

How many Penumbra (PEN) shares did Janet Leeds acquire and at what price?

She acquired 589 shares of Penumbra common stock through a restricted stock unit grant at a stated price of $0.00 per share. This reflects a compensation award rather than an open-market purchase, and brings her total directly held shares to 6,639 after the transaction.

What is the vesting schedule for Janet Leeds’ new Penumbra (PEN) RSUs?

The 589 RSUs vest in four equal quarterly installments on March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. Vesting each quarter requires her continued service as a Penumbra director through the applicable vesting date, according to the disclosure.

How could the Boston Scientific merger affect Janet Leeds’ Penumbra (PEN) RSUs?

If the Closing of the merger described in the January 14, 2026 Agreement and Plan of Merger occurs, any of Janet Leeds’ RSUs that remain unvested will fully vest at that Closing. This acceleration still depends on her continuing to serve as a director through the Closing date.

Are all of Janet Leeds’ Penumbra (PEN) shares fully vested after this grant?

Not all are fully vested; the filing notes that a portion of the reported shares is subject to vesting. The 589 new RSUs vest over four scheduled dates in 2026, and some or all may accelerate only if the specified merger Closing occurs while she remains a director.

Does this Penumbra (PEN) Form 4 reflect a market purchase or sale by Janet Leeds?

No, the transaction is classified as a grant, award, or other acquisition, not a market trade. The RSUs were awarded at a stated price of $0.00 per share as part of her director compensation, rather than being bought or sold on the open market.