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Penumbra Inc·4

Feb 18, 8:03 PM ET

Roberts Johanna 4

Research Summary

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Updated

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.