PROCEPT (PRCT) Insider Filing: Major RSU and Option Grants to CEO

Rhea-AI Filing Summary

Larry L. Wood, President, CEO and a director of PROCEPT BioRobotics Corporation (PRCT), reported equity awards dated 09/02/2025. The filing shows an acquisition of 182,392 restricted stock units (RSUs) at $0, increasing his beneficial ownership of common stock to 185,595 shares after adjustment for the forfeiture of 2,765 unvested RSUs. The RSUs vest one-quarter on 09/02/2026 and then monthly at one-twelfth of the remaining quarterly amount thereafter, subject to continued service. The filing also discloses a stock option grant for 319,618 shares with an exercise price of $39.57, exercisable through 09/01/2036, vesting one-quarter on 09/02/2026 and then monthly thereafter. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Significant service-based equity grants (182,392 RSUs and 319,618 options) align the CEO/director's compensation with long-term performance
• Clear vesting schedules beginning 09/02/2026 provide retention incentives tied to continued service

Negative

• Potential future dilution from 182,392 RSUs and 319,618 options when vested/exercised (size relative to total shares outstanding not provided)
• Unvested RSU forfeiture (2,765 RSUs) indicates prior award adjustments, but materiality is unclear from this filing alone

Insights

Financial Analyst

TL;DR: Insider compensation grants signal retention incentives; near-term vesting begins in one year and could increase outstanding shares on vesting/exercise.

The transaction shows compensation-driven equity awards rather than open-market purchases or sales. The 182,392 RSUs convert to common shares when vested and carry no cash purchase price, while the 319,618 stock options are exercisable at $39.57 and expire in 2036. Vesting schedules start on 09/02/2026, aligning long-term incentive with continued service. For valuation or dilution analysis, compare these award sizes to total shares outstanding (not provided in the filing). This disclosure is typical for officer/director compensation and does not by itself indicate trading intent.

Corporate Governance Expert

TL;DR: Grants appear to be standard service-based awards with multi-year vesting, consistent with retention-focused governance practices.

The RSU and option vesting schedules are time-based and contingent on continued service, which is a common governance practice to align executive interests with shareholder value over time. The filing documents a forfeiture of 2,765 unvested RSUs previously granted, which the company adjusted in the ending balance. The use of an attorney-in-fact signature is a routine administrative practice. Material governance implications depend on award size relative to outstanding equity and existing compensation policies (not included in this Form 4).

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^*

Wood Larry L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		182,392(1)	A	$0	185,595(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
Stock Option (Right to Buy)	$39.57	09/02/2025		A		319,618		(3)	09/01/2036	Common Stock	319,618	$0	319,618	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 September 2, 2026, with one-twelfth of the remaining RSUs shall vest on each quarter thereafter, subject to the Reporting Person continuing as a service provider through such date.

2. The ending balance was adjusted to reflect the forfeiture (for no consideration) of 2,765 unvested RSUs previously granted to the Reporting Person in April 2024 and June 2025 under the issuer's non-employee director compensation program.

3. The Stock Option was granted on September 2, 2025 and one-quarter of the shares subject to the Stock Option will vest on September 2, 2026, and the remainder shall vest monthly thereafter at the rate of 1/48th of the original number of shares subject to the Stock Option, subject to the Reporting Person continuing as a service provider through such date.

Remarks:

	/s/ Jonathan Stone, as Attorney-in-Fact for Larry Wood	09/04/2025
	** 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 did PRCT insider Larry L. Wood acquire on 09/02/2025?

He received 182,392 restricted stock units (RSUs) and was granted a 319,618-share stock option with an exercise price of $39.57.

When do Larry Wood's RSUs and options begin to vest?

One-quarter of both the RSUs and the option vests on 09/02/2026, with the remainder vesting quarterly or monthly thereafter as specified.

How many shares does Larry Wood beneficially own after the transaction?

The filing reports 185,595 shares of common stock beneficially owned following the reported transaction.

What price must be paid to exercise the stock options granted to Larry Wood?

The exercise (conversion) price for the option is $39.57 per share.

Were any previously granted awards forfeited?

Yes, the ending balance reflects the forfeiture of 2,765 unvested RSUs granted in April 2024 and June 2025.

Who signed the Form 4 filing for Larry Wood?

The Form 4 was signed by Jonathan Stone, as Attorney-in-Fact for Larry Wood on 09/04/2025.