Penumbra Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____Commission file number:001-37557 Penumbra, Inc. (Exact Name of Registrant as Specified in Its Charter) (I.R.S. EmployerIdentification No.) One Penumbra PlaceAlameda,CA94502(Address of principal executive offices, including zip code)(510)748-3200(Registrant’s telephone number, including area code) Securities registered pursuant of Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes:x No:o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes:o No:x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes:x No:o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes:x No:o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes:☐No:x As of June 28, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $6.7billion, based on the closing price as reported on theNew York Stock Exchange as of such date. As of February4, 2025, the registrant had38,515,949shares of common stock, par value $0.001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 annual meeting of stockholders, which is to be filed not more than 120 days after the registrant’s fiscal year endedDecember 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. Penumbra, Inc.FORM 10-KTABLE OF CONTENTS PagePART IItem1.Business.5Item1A.Risk Factors.21Item1B.Unresolved Staff Comments.48Item 1C.Cybersecurity48Item2.Properties.48Item3.Legal Proceedings.49Item4.Mine Safety Disclosures.50PART IIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.51Item6.[Reserved]53Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.54Item7A.Quantitative and Qualitative Disclosures About Market Risk.66Item8.Financial Statements and Supplementary Data.67Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.108Item9A.Controls and Procedures.108Item9B.Other Information.109Item9C.Disclosures Regarding Foreign Jurisdictions that Prevent Inspections109PART IIIItem10.Directors, Executive Officers and Corporate Governance.110Item11.Executive Compensation.110Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.110Item13.Certain Relationships and Related Transactions, and Director Independence.110Item14.Principal Accountant Fees and Services.110PART IVItem15.Exhibits and Financial Statement Schedules.111Item 16.Form 10-