PROCEPT BioRobotics (PRCT) CFO receives 3,532-share performance-based stock award

Rhea-AI Filing Summary

Waters Kevin reported acquisition or exercise transactions in this Form 4 filing.

PROCEPT BioRobotics Corp EVP and CFO Kevin Waters was granted 3,532 shares of common stock through earned performance stock units. The Form 4 shows these shares at a price of $0.0000 per share, reflecting an award rather than an open-market purchase or sale.

The award represents a portion of previously granted performance stock units that became earned after the compensation committee certified achievement of preset performance goals on February 19, 2026. These earned units are scheduled to vest on March 5, 2026, and each unit corresponds to one share of common stock, bringing Waters’ direct holdings to 111,523 shares after the transaction.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/19/2026

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	02/19/2026		A(1)		3,532	A	$0	111,523	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. Represents shares of common stock underlying a portion of an award of performance stock units ("PSUs") previously granted by the Issuer, the vesting of which was subject to the Issuer's achievement of certain pre-determined performance criteria. Upon certification by the Issuer's Compensation Committee on February 19, 2026, of the achievement of such performance criteria, the number of PSUs reported herein was deemed earned, which will vest on March 5, 2026. Each PSU represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

	/s/ Jonathan Stone, Attorney-in-Fact for Kevin Waters	02/25/2026
	** 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 insider transaction did PROCEPT BioRobotics (PRCT) report for Kevin Waters?

PROCEPT BioRobotics reported that EVP and CFO Kevin Waters acquired 3,532 shares of common stock. The shares came from earned performance stock units, awarded at $0.0000 per share after achievement of specified performance criteria was certified on February 19, 2026.

How many PROCEPT BioRobotics (PRCT) shares does Kevin Waters hold after this Form 4?

After the reported grant, Kevin Waters holds 111,523 shares of PROCEPT BioRobotics common stock. This total reflects the addition of 3,532 shares underlying performance stock units that were deemed earned and will vest on March 5, 2026.

What is the nature of the 3,532-share award reported by PROCEPT BioRobotics (PRCT)?

The 3,532 shares are tied to performance stock units that were previously granted. They became earned when PROCEPT BioRobotics’ compensation committee certified the achievement of pre-determined performance criteria and are scheduled to vest on March 5, 2026, with each unit converting into one share.

Did Kevin Waters buy PROCEPT BioRobotics (PRCT) shares on the open market?

No, the Form 4 reflects a grant of shares from performance stock units, not an open-market purchase. The transaction used code “A” for an award or other acquisition, with a stated price of $0.0000 per share, indicating compensation-related stock rather than a market trade.

When do the earned performance stock units for PROCEPT BioRobotics (PRCT) vest?

The earned performance stock units tied to the 3,532 shares will vest on March 5, 2026. They became earned after certification of performance criteria by the compensation committee on February 19, 2026, with each unit representing a contingent right to one common share.

What does transaction code “A” mean in the PROCEPT BioRobotics (PRCT) Form 4?

Transaction code “A” indicates a grant, award, or other acquisition of securities. In this case, it reflects common stock underlying performance stock units that were previously granted and subsequently earned, rather than a traditional stock purchase or sale in the open market.