PROCEPT BioRobotics (PRCT) CFO nets equity grants, sells shares for taxes

Rhea-AI Filing Summary

PROCEPT BioRobotics EVP & CFO Kevin Waters reported a mix of equity awards and a tax-related share sale. On March 5, he received 47,462 restricted stock units and a stock option for 32,576 shares, both at no cash cost, with multi‑year vesting starting in March 2026–2027.

On March 6, he sold 6,721 shares of common stock at an average price of $23.7019 per share to cover tax withholding obligations tied to vesting RSUs and performance stock units. After the sale, he directly held 152,264 shares of 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^*

Waters Kevin

(Last) (First) (Middle)

C/O PROCEPT BIOROBOTICS CORPORATION

150 BAYTECH DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCEPT BioRobotics Corp [ PRCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		47,462(1)	A	$0	158,985	D
Common Stock	03/06/2026		S		6,721(2)	D	$23.7019	152,264	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
Stock Option (Right to Buy)	$25.35	03/05/2026		A		32,576		(3)	03/04/2036	Common Stock	32,576	$0	32,576	D

Explanation of Responses:

1. These securities are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. One-quarter of the RSUs shall vest on March 5, 2027, with onesixteenth of the remaining RSUs vesting quarterly over 36 months, subject to the Reporting Person continuing as a service provider through such date.

2. These shares were sold by the reporting person to cover tax withholding obligations in connection with the vesting of the Restricted Stock Units and Performance Stock Units.

3. 1/48th of the shares subject to the Stock Option shall vest monthly from the vesting commencement date of March 5, 2026, over a four year period, subject continued employment or service by the Reporting Person to the Issuer through the applicable vesting date.

Remarks:

	/s/ Jonathan Stone, Attorney-in-Fact for Kevin Waters	03/09/2026
	** 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 did PROCEPT BioRobotics (PRCT) EVP & CFO Kevin Waters report on this Form 4?

Kevin Waters reported new equity awards and a small tax-related sale. He received 47,462 restricted stock units and a 32,576-share stock option, then sold 6,721 shares to cover tax withholding obligations from vesting equity awards.

How many PROCEPT BioRobotics (PRCT) shares did Kevin Waters sell and at what price?

He sold 6,721 shares of PROCEPT BioRobotics common stock at an average price of $23.7019 per share. According to the disclosure, this sale was made specifically to satisfy tax withholding obligations from vesting restricted and performance stock units.

What new equity awards did Kevin Waters receive from PROCEPT BioRobotics (PRCT)?

He received 47,462 restricted stock units and a stock option covering 32,576 shares. Both awards were granted at no cash exercise price, with vesting schedules extending over several years, subject to continued service with PROCEPT BioRobotics.

What are the vesting terms of Kevin Waters’ new restricted stock units at PROCEPT BioRobotics (PRCT)?

One-quarter of the 47,462 restricted stock units vest on March 5, 2027. The remaining units then vest in equal one‑sixteenth installments each quarter over the following 36 months, contingent on Kevin Waters continuing as a service provider.

How does Kevin Waters’ new stock option from PROCEPT BioRobotics (PRCT) vest?

The 32,576-share stock option vests in 48 equal monthly installments. One forty‑eighth of the option vests each month starting March 5, 2026, provided Kevin Waters remains employed by or in service to PROCEPT BioRobotics through each vesting date.

How many PROCEPT BioRobotics (PRCT) shares does Kevin Waters hold after these transactions?

Following the reported transactions, Kevin Waters directly holds 152,264 shares of PROCEPT BioRobotics common stock. This figure reflects his position after selling 6,721 shares to cover tax withholding obligations related to vested equity awards.