Penumbra Inc 8-K

What Happened

• Penumbra, Inc. (PEN) entered into an Agreement and Plan of Merger with Boston Scientific Corporation and its merger subsidiary on January 14, 2026. Under the deal, Penumbra will become a wholly owned subsidiary of Boston Scientific at closing.
• Holders of Penumbra common shares can elect either cash or Boston Scientific stock per share: $374.00 in cash or 3.8721 Boston Scientific shares, subject to proration so that 73.26% of shares receive cash and 26.74% receive stock. The agreement also contains detailed conversion treatment for options and restricted stock units.
• The company also filed preliminary, unaudited financial results for the quarter and year ended December 31, 2025; audited FY2025 financial statements are not yet complete and results are subject to change.

Key Details

• Merger agreement signed: January 14, 2026; joint press release filed January 15, 2026.
• Per-share merger consideration: stock election = 3.8721 Boston Scientific shares; cash election = $374.00. Proration will allocate 73.26% cash / 26.74% stock across holders.
• Equity awards: accelerated/vested options and RSUs convert to an Equity Award Consideration of $274 cash plus 1.0353 Boston Scientific shares (adjusted for exercise price, tax withholdings and rounding rules).
• Termination fees: Penumbra may owe Boston Scientific $525 million in certain termination scenarios; Boston Scientific may owe Penumbra $900 million if antitrust clearance fails after shareholder approval and other conditions are met.
• Closing conditions include Penumbra shareholder approval, antitrust clearances (Hart‑Scott‑Rodino and other jurisdictions), effectiveness of an S-4 registration statement for Boston Scientific shares, and NYSE listing approval; the deal is not conditioned on Boston Scientific securing financing.
• Upon closing, Penumbra’s NYSE listing and Exchange Act registration will be terminated as promptly as practicable.

Why It Matters

• The merger is a definitive, large-value transaction that will take Penumbra private as a Boston Scientific subsidiary; the cash/stock election and proration percentages determine how current shareholders will be paid.
• The deal includes specific treatment for employee equity (options, RSUs), which affects compensation realization for employees and insiders.
• Antitrust approvals and shareholder vote are key milestones; the large termination fees highlight material consequences if the transaction is blocked or a superior proposal emerges.
• Preliminary FY2025 results were provided but are unaudited and subject to change; investors should watch for the final audited Form 10-K and proxy materials for the shareholder vote for complete financials and more detail on transaction timing.