Penumbra Inc 2026年季度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended March 31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Penumbra, Inc. (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 90days.Yes:☒No:☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).Yes:☒No:☐ 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange 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 accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct).Yes:☐No:☒ As of April22, 2026, the registrant had 39,331,425 shares of common stock, par value $0.001 per share, outstanding. FORM 10-QTABLE OF CONTENTS PagePART I. FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)2Condensed Consolidated Balance Sheets2Condensed Consolidated Statements of Operations3Condensed Consolidated Statements of Comprehensive Income (Loss)4Condensed Consolidated Statements of Stockholders’ Equity5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3.Quantitative and Qualitative Disclosure about Market Risk29Item 4.Controls and Procedures30PART II. OTHER INFORMATIONItem 1.Legal Proceedings31Item 1A.Risk Factors31Item 2.Unregistered Sales of Equity Securities and Use of Proceeds31Item 3.Defaults Upon Senior Securities31Item 4.Mine Safety Disclosure31Item 5.Other Information31Item 6.Exhibits32Signatures PART I - FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. Penumbra, Inc.Condensed Consolidated Balance Sheets(unaudited)(in thousands) Penumbra, Inc.Condensed Consolidated Statements of Operations(unaudited)(in thousands, except share and per share amounts) (in thousands) Three Months Ended March 31, See accompanying notes to the unaudited condensed consolidated financial statements Penumbra, Inc.Condensed Consolidated Statements of Cash Flows(unaudited)(in thousands) Penumbra, Inc. Notes to Condensed Consolidated Financial Statements 1. Organization and Description of Business Penumbra, Inc. (the “Company”), the world’s leading thrombectomy company, is focused on developing the most innovativetechnologies for challenging medical conditions such as ischemic stroke, venous thromboembolism such as pulmonary embolism, andacute limb ischemia. The Company’s broad portfolio, which includes computer assisted vacuum thrombectomy (CAVT), centers onremoving blood clots from head-to-toe with speed, safety and simplicity. The Company focuses on developing, manufacturing andmarketing novel products for use by specialist physicians and other healthcare providers to drive improved clinical and health outcomes. On January 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company,Boston Scientific Corporation, a Delaware corporation (“Parent”), and Pinehurst Merger Sub, Inc., a Delaware corporation and a whollyowned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with theCompany surviving as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, which has been approved by theboard of directors of each of the Company and Parent, the transaction values each share of the Company’s common stock at $374 pershare, reflecting an enterprise value of approximately $14.5 billion, with the Company’s stockholders having the right to elect, for eachshare of the Company’s common stock held by them, to receive $374 in cash or 3.8721 shares of Parent’s common stock (valued at $374based on the volume weighted average price of Parent’s common stock over the 10 trading days ending January