Roberts Johanna 4
4 · Penumbra Inc · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Penumbra EVP Johanna Roberts Receives RSU Award; 482 Shares Withheld
What Happened
- Johanna Roberts, Penumbra’s Executive Vice President, General Counsel & Secretary, was granted restricted stock units (RSUs) and had shares withheld to cover taxes when a portion vested. Specifically, the filing shows RSU grants of 2,630 shares on Feb 13, 2026 and another 2,630 RSUs on Feb 17, 2026 (acquired at $0.00). On Feb 15, 2026, 482 shares were disposed/withheld at $339.30 per share to satisfy tax withholding obligations, totaling $163,543. These are awards (not open-market purchases or sales).
Key Details
- Transactions and prices:
- Feb 13, 2026: Grant of 2,630 RSUs (price $0.00) — 1/4 of these RSUs are scheduled to vest on Feb 15, 2026 (see footnote).
- Feb 15, 2026: 482 shares withheld/disposed at $339.30 per share to satisfy tax withholding — total ≈ $163,543.
- Feb 17, 2026: Grant of 2,630 RSUs (price $0.00) with a standard annual 1/4 vesting starting Feb 15, 2027.
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
- Notable footnotes:
- The Feb 13 RSUs vest 1/4 on Feb 15, 2026 and then annually through Feb 15, 2029, subject to continued service.
- The Feb 17 RSUs vest 1/4 annually beginning Feb 15, 2027.
- Both grants include an acceleration clause: any unvested RSUs will fully vest upon the Closing of the merger agreement with Boston Scientific, subject to continued service through the Closing.
- The Feb 15 disposition is a tax-withholding event (transaction code F).
- Filing date and timeliness: Form 4 was filed Feb 18, 2026 and covers transactions from Feb 13–17, 2026. That window may exceed the typical two-business-day Form 4 reporting expectation for the Feb 13 grant.
Context
- RSU grants are compensation awards that vest over time and do not represent open-market buying or selling by the insider; tax-withholding (F) transactions are routine when RSUs vest and shares are withheld to cover payroll/tax obligations.
- The presence of an acceleration-on-closing provision tied to the Boston Scientific merger means remaining unvested RSUs could vest if the merger closes, which is a common provision in M&A-related equity awards.
Insider Transaction Report
Form 4
Penumbra IncPEN
Roberts Johanna
EVP, Gen. Counsel & Secretary
Transactions
- Award
Common Stock
[F1][F2]2026-02-13+2,630→ 65,336 total - Tax Payment
Common Stock
[F3][F2]2026-02-15$339.30/sh−482$163,543→ 64,854 total - Award
Common Stock
[F4][F2]2026-02-17+2,630→ 67,484 total
Footnotes (4)
- [F1]On February 13, 2026, the Reporting Person was granted 2,630 restricted stock units (RSUs) under the Issuer's Amended and Restated 2014 Equity Incentive Plan, of which 1/4 of the RSUs will vest equally on February 15, 2026, February 15, 2027, February 15, 2028 and February 15, 2029, subject to continued service by the Reporting Person on the applicable vesting date. Notwithstanding the foregoing, if the Closing (as defined in that certain Agreement and Plan of Merger, dated as of January 14, 2026, among the Issuer, Boston Scientific Corporation, a Delaware corporation, and Pinehurst Merger Sub, Inc., a Delaware corporation) occurs, any of the RSUs that remain unvested will fully vest on the Closing, subject to continued service by the Reporting Person through such date.
- [F2]A portion of these shares is subject to vesting.
- [F3]Shares were withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs granted to the Reporting Person.
- [F4]On February 17, 2026, the Reporting Person was granted 2,630 RSUs under the Issuer's Amended and Restated 2014 Equity Incentive Plan, of which 1/4 of the RSUs will vest equally on an annual basis, beginning on February 15, 2027, subject to continued service by the Reporting Person on the applicable vesting date. Notwithstanding the foregoing, if the Closing (as defined in that certain Agreement and Plan of Merger, dated as of January 14, 2026, among the Issuer, Boston Scientific Corporation, a Delaware corporation, and Pinehurst Merger Sub, Inc., a Delaware corporation) occurs, any of the RSUs that remain unvested will fully vest on the Closing, subject to continued service by the Reporting Person through such date.
Signature
/s/ Johanna Roberts|2026-02-18