[8-K] PROCEPT BioRobotics Corp Reports Material Event

Rhea-AI Filing Summary

PROCEPT BioRobotics Corporation updated its form of Change of Control and Severance Agreement for executive officers below the CEO to better align with market data. The revised form increases severance for involuntary terminations not tied to a change of control from six months to twelve months, clarifies that performance-based awards accelerated on a change of control termination will be treated as achieved at no less than target performance, and changes change-of-control cash payments to be made in a single lump sum. The company will ask eligible executives to execute amended agreements consistent with the revised form and has filed the form as Exhibit 10.1.

Positive

• Severance period increased to align with market practices, which may aid executive retention
• Clarification on performance award acceleration reduces ambiguity about payout levels following a change of control
• Single lump-sum cash payment simplifies administration and reduces ongoing payment complexity

Negative

• Higher potential cash obligations due to severance extension from six to twelve months for certain terminations
• Front-loaded cash outflows resulting from converting payments to a single lump sum could increase near-term liquidity impact

Insights

Compensation Analyst

TL;DR More generous severance and clearer payout mechanics increase executive protection but raise near-term fixed cash exposure for the company.

The move to extend severance from six to twelve months materially increases potential cash obligations for non-change-of-control terminations, aligning pay with market benchmarks provided by consultants. Clarifying that accelerated performance awards will not be deemed below target reduces ambiguity that could otherwise limit executive recovery on a change of control. Converting staggered payments into a single lump sum simplifies administration but may front-load cash outflows. Overall impact is procedural and compensation-structure focused rather than operational.

Corporate Governance Expert

TL;DR Governance update tightens contractual terms and standardizes payouts, improving clarity but modestly increasing shareholder exposure to severance costs.

Amendments reflect common market practices: longer severance protections and explicit treatment of performance award acceleration reduce future disputes and interpretation risk. Requiring execution by eligible officers standardizes governance across the executive team. While administratively prudent, the extensions increase contingent liabilities that investors and governance committees should monitor, though no operational or strategic changes are indicated by the filing alone.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2025

PROCEPT BIOROBOTICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40797

26-0199180

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

150 Baytech Drive

San Jose, California 95134

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 232-7200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value per share

PRCT

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended Change of Control and Severance Agreements

As part of an ongoing evaluation of its executive compensation programs, the Compensation Committee of the Board of Directors of PROCEPT BioRobotics Corporation (the "Company") reviewed the existing form of Change of Control and Severance Agreement for its executive officers below the chief executive officer level and approved certain modifications to better align executive compensation with market data provided by the Company's compensation consultants. On September 15, 2025, the Compensation Committee approved changes to the form of Change of Control and Severance Agreement for executive officers below the chief executive officer level (“Revised Change of Control Agreement”). The changes in Revised Change of Control Agreement include: (a) increasing the severance period from six (6) months to twelve (12) months for any termination without cause that is not in connection with a change of control, (b) clarifying that, following any change of control termination, the acceleration of any performance based awards shall not be determined have been achieved at any level less than target performance, and (c) amending the timing of cash payments made in connection with a change of control termination such that all cash payments would be made in one lump sum. The Revised Change of Control Agreement includes additional administrative updates.

The Company intends to ask each of its eligible executive officers to execute an amended and restated agreement consistent with the terms of the Revised Change of Control Agreement.

The above description of the Revised Change of Control Agreement is qualified in its entirety by reference to the terms of the form of Revised Change of Control Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
10.1						Form of Change of Control and Severance Agreement non-CEO
104						Cover Page Interactive Data File, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PROCEPT BIOROBOTICS CORPORATION
September 18, 2025						By:			/s/ Alaleh Nouri
									Alaleh Nouri
									Chief Legal Officer and Secretary

FAQ

What changes did PROCEPT (PRCT) make to its change of control and severance agreements?

The company increased severance for non-change-of-control terminations from six months to twelve months, clarified that accelerated performance awards on a change of control will be treated as at least target, and changed cash payments on change of control terminations to a single lump sum.

Who must sign the amended agreements at PROCEPT?

The company intends to ask each eligible executive officer below the CEO to execute an amended and restated agreement consistent with the revised form.

Where can I find the full terms of the revised agreement?

The form of the Revised Change of Control Agreement is attached as Exhibit 10.1 to the filing and is incorporated by reference.

Does the filing indicate any operational or financial statement changes?

No operational changes or financial statement figures are provided in the content; the filing describes amendments to the form agreement only.

How does the filing address performance-based award acceleration?

It clarifies that following any change of control termination, acceleration of performance-based awards shall not be deemed achieved at any level less than target performance.