Form 4: Penumbra CEO Adam Elsesser Executes Pre-Planned Stock Option Exercise and Sale

Penumbra Inc.'s CEO and President, Adam Elsesser, reported the exercise of stock options and subsequent sale of shares totaling 15,885 shares, primarily to cover exercise costs and tax obligations, under a Rule 10b5-1 trading plan.

Summary

• Adam Elsesser, CEO and President, and a Director of Penumbra Inc. (PEN), reported transactions on July 9, 2025.
• Exercised 27,976 stock options at an exercise price of $30 per share.
• Sold a total of 15,885 shares of common stock in multiple transactions at weighted average prices ranging from $241.09 to $248.79.
• The sales were conducted pursuant to a pre-arranged Rule 10b5-1 trading plan.
• The purpose of the sales was to satisfy the exercise price of the stock options and related tax withholding obligations.
• Following these transactions, direct beneficial ownership of common stock decreased to 134,432 shares.
• Indirect beneficial ownership remains at 577,582 shares held by the Siegel/Elsesser Revocable Trust.
• Remaining derivative securities include 111,908 vested and exercisable stock options.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the document reports a routine insider transaction (exercise of options and sale to cover costs/taxes) under a pre-arranged plan, which is a standard practice and does not indicate a change in management's view of the company's prospects.

Positives

• The transactions were executed under a Rule 10b5-1 trading plan, indicating they were pre-scheduled and not based on new, non-public information.
• The exercise of stock options at a low price ($30) compared to the sale price (over $240) indicates significant unrealized gains for the insider.

Negatives

• Insider selling, even for pre-planned tax and exercise cost coverage, can sometimes be perceived negatively by some investors, though this is a routine transaction.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
• The Reporting Person entered into the 10b5-1 trading plan in connection with the expiration of certain stock options held by the Reporting Person and related sales of shares to satisfy the exercise price and tax withholding obligations upon the exercise of such stock options.

Industry Context

This document reports a routine insider transaction (stock option exercise and sale) and does not provide information relevant to broader industry trends or competitor analysis.

Related Party Transactions

• 577,582 shares of common stock are held indirectly by the Siegel/Elsesser Revocable Trust, a related party to the reporting person.

Stakeholder Impact

• Shareholders: The transaction is a routine insider sale for tax and exercise cost purposes, which is generally not considered a significant signal of future performance. It slightly reduces the direct ownership stake of the CEO but does not impact the company's operations or financial health.

Key Dates

Keywords

Penumbra Inc, PEN, Adam Elsesser, Form 4, Insider Trading, Stock Options, Rule 10b5-1 Plan, Beneficial Ownership, CEO, Director