Penumbra (PEN) President awarded RSUs; shares withheld for tax on vesting

Rhea-AI Filing Summary

Penumbra Inc President Shruthi Narayan reported equity compensation and related tax share withholding. On February 13, 2026, she received a grant of 2,630 restricted stock units (RSUs) that vest in four equal annual installments on February 15, 2026, 2027, 2028 and 2029, subject to continued service. On February 15, 2026, 705 common shares were withheld at $339.30 per share to satisfy tax obligations upon RSU vesting, a non‑market disposition. On February 17, 2026, she received an additional 2,630 RSUs vesting in four equal annual installments beginning February 15, 2027. The RSU footnotes state that if the Closing defined in the January 14, 2026 merger agreement with Boston Scientific Corporation occurs, any unvested RSUs will fully vest at that Closing, subject to continued service through that date.

Insights

Equity compensation and governance analyst

Routine RSU grants and tax withholding; neutral governance impact.

The transactions show Penumbra’s President receiving two grants of 2,630 RSUs each under the 2014 Equity Incentive Plan, alongside 705 shares withheld to cover taxes on vesting. These are standard equity compensation and tax events rather than open‑market buying or selling.

The RSUs vest annually over four years, aligning the executive’s compensation with multi‑year company performance. The footnotes add that any unvested RSUs would fully vest upon the defined merger Closing with Boston Scientific Corporation, if that transaction is completed and service continues through that date.

Overall, these disclosures are routine for a senior executive, with the main governance detail being the potential accelerated vesting on a merger Closing. Actual impact for shareholders will depend on whether that merger closes and how many RSUs remain unvested at that time.

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

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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^*

Narayan Shruthi

(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)
	President

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	28,947(2)	D
Common Stock	02/15/2026		F(3)		705	D	$339.3	28,242(2)	D
Common Stock	02/17/2026		A		2,630(4)	A	$0	30,872(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 Shruthi Narayan	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 insider transactions did Penumbra (PEN) President Shruthi Narayan report?

She reported two grants of 2,630 restricted stock units (RSUs) each and a withholding of 705 common shares for taxes. The RSU grants are equity compensation awards, while the withheld shares settled tax obligations from RSU vesting rather than an open‑market sale.

How do Shruthi Narayan’s new RSU grants at Penumbra (PEN) vest?

The February 13, 2026 grant of 2,630 RSUs vests in four equal installments on February 15, 2026, 2027, 2028 and 2029. The February 17, 2026 grant of 2,630 RSUs vests in four equal annual installments beginning on February 15, 2027, subject to continued service.

Were Shruthi Narayan’s Penumbra (PEN) transactions open‑market stock sales?

No, the filing describes a tax‑withholding disposition of 705 shares at $339.30 per share in connection with RSU vesting. Shares were withheld by Penumbra to satisfy tax obligations, meaning this was not a discretionary open‑market sale by the executive.

What triggers accelerated vesting of Penumbra (PEN) RSUs for Shruthi Narayan?

Footnotes state that if the Closing defined in the January 14, 2026 merger agreement among Penumbra, Boston Scientific Corporation and Pinehurst Merger Sub, Inc. occurs, any unvested RSUs will fully vest at that Closing, provided she continues service through that date.

How many Penumbra (PEN) shares does Shruthi Narayan hold after these Form 4 transactions?

After the February 17, 2026 RSU grant, her reported direct ownership of common stock is 30,872 shares. This figure reflects recorded holdings following the equity grant and tax‑withholding disposition reported in the Form 4 transactions.