Penumbra Inc

Previous wording

By pioneering these innovations, we support healthcare providers, hospitals and clinics in more than 100 countries, working to improve patient outcomes and quality of life. In the three months ended June 30, 2026 and 2025, 21.7% and 23.2% of our revenue, respectively, was generated from customers located outside of the United States. In the six months ended June 30, 2026 and 2025, 21.3% and 22.0% of our revenue, respectively, was generated from customers located outside of the United States. Our sales outside of the United States are denominated principally in the euro, with some sales being denominated in other currencies. As a result, we have foreign exchange exposure but do not currently engage in hedging.

Current wording

By pioneering these innovations, we support healthcare providers, hospitals and clinics in more than 100 countries, working to improve patient outcomes and quality of life. In the three months ended September 30, 2026 and 2025, 20.9% and 22.5% of our revenue, respectively, was generated from customers located outside of the United States. In the nine months ended September 30, 2026 and 2025, 21.2% and 22.2% of our revenue, respectively, was generated from customers located outside of the United States. Our sales outside of the United States are denominated principally in the euro, with some sales being denominated in other currencies. As a result, we have foreign exchange exposure but do not currently engage in hedging.

Previous wording

We generated revenue of $390.0 million and $339.5 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $50.6 million, and revenue of $764.8 million and $663.6 million for the six months ended June 30, 2026 and 2025, respectively, an increase of $101.2 million. We generated income from operations of $41.0 million and $40.8 million for the three months ended June 30, 2026 and 2025, respectively, and income from operations of $79.3 million and $81.2 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

We generated revenue of $410.1 million and $354.7 million for the three months ended September 30, 2026 and 2025, respectively, an increase of $55.5 million, and revenue of $1,174.9 million and $1,018.3 million for the nine months ended September 30, 2026 and 2025, respectively, an increase of $156.7 million. We generated income from operations of $50.7 million and $48.8 million for the three months ended September 30, 2026 and 2025, respectively, and income from operations of $130.0 million and $130.0 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

On January 14, 2026, we entered into the Merger Agreement with Boston Scientific Corporation and Merger Sub, pursuant to which Boston Scientific Corporation has agreed to acquire us in the Merger at an enterprise value of approximately $14.5 billion. Under the terms of the Merger Agreement, which has been approved by the board of directors of each of the Company and Boston Scientific Corporation, the transaction values each share of our common stock at $374 per share, with our stockholders having the right to elect, for each share of our common stock held by them, to receive $374 in cash or 3.8721 shares of Boston Scientific Corporation’s common stock (valued at $374 based on the volume weighted average price of Boston Scientific Corporation’s common stock over the 10 trading days ending January 13, 2026), subject to proration, so that the total transaction consideration is paid approximately 73% in cash and approximately 27% in shares of Boston Scientific’s common stock. The Merger is expected to close by the end of 2026, subject to customary closing conditions, including regulatory approvals. Refer to Note “1. Organization and Description of Business” to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Current wording

On January 14, 2026, we entered into the Merger Agreement with Boston Scientific Corporation and Merger Sub, pursuant to which Boston Scientific Corporation has agreed to acquire us in the Merger at an enterprise value of approximately $14.5 billion. Under the terms of the Merger Agreement, which has been approved by the board of directors of each of the Company and Boston Scientific Corporation and by the Company’s stockholders, the transaction values each share of our common stock at $374 per share, with our stockholders having the right to elect, for each share of our common stock held by them, to receive $374 in cash or 3.8721 shares of Boston Scientific Corporation’s common stock (valued at $374 based on the volume weighted average price of Boston Scientific Corporation’s common stock over the 10 trading days ending January 13, 2026), subject to proration, so that the total transaction consideration is paid approximately 73% in cash and approximately 27% in shares of Boston Scientific’s common stock. The Merger is expected to close in early 2027, subject to customary closing conditions, including regulatory approvals. Refer to Note “1. Organization and Description of Business” to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Previous wording

Revenue increased $50.6 million, or 14.9%, to $390.0 million in the three months ended June 30, 2026, from $339.5 million in the three months ended June 30, 2025. Overall revenue growth was primarily due to an increase in sales of our existing thrombectomy products and new and existing embolization and access products.

Current wording

Revenue increased $55.5 million, or 15.6%, to $410.1 million in the three months ended September 30, 2026, from $354.7 million in the three months ended September 30, 2025. Overall revenue growth was primarily due to an increase in sales of our new and existing thrombectomy products and existing embolization and access products.

Previous wording

Revenue from our global thrombectomy products increased $28.7 million, or 12.5%, to $259.0 million in the three months ended June 30, 2026, from $230.3 million in the three months ended June 30, 2025. The increase in our global thrombectomy products was primarily attributable to higher sales volume in the United States as a result of further market penetration of our existing products. Prices for our thrombectomy products remained substantially unchanged during the period.

Current wording

Revenue from our global thrombectomy products increased $42.7 million, or 18.1%, to $279.2 million in the three months ended September 30, 2026, from $236.4 million in the three months ended September 30, 2025. The increase in our global thrombectomy products was primarily attributable to higher sales volume in the United States as a result of sales of new products and further market penetration of our existing products. Prices for our thrombectomy products remained substantially unchanged during the period.

Previous wording

Revenue from our global embolization and access products increased $21.9 million, or 20.0%, to $131.1 million in the three months ended June 30, 2026, from $109.2 million in the three months ended June 30, 2025. The increase in our global embolization and access products was primarily attributable to higher sales volume in the United States as a result of further market penetration of our new and existing products. Prices for our embolization and access products remained substantially unchanged during the period.

Current wording

Revenue from our global embolization and access products increased $12.7 million, or 10.8%, to $131.0 million in the three months ended September 30, 2026, from $118.3 million in the three months ended September 30, 2025. The increase in our global embolization and access products was primarily attributable to higher sales volume in the United States as a result of further market penetration of our existing products. Prices for our embolization and access products remained substantially unchanged during the period.

Previous wording

Revenue from sales in international markets increased $6.0 million, or 7.6%, to $84.6 million in the three months ended June 30, 2026, from $78.6 million in the three months ended June 30, 2025. Revenue from international sales represented 21.7% and 23.2% of our total revenue for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Revenue from sales in international markets increased $6.2 million, or 7.8%, to $85.9 million in the three months ended September 30, 2026, from $79.7 million in the three months ended September 30, 2025. Revenue from international sales represented 20.9% and 22.5% of our total revenue for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Gross margin increased by 1.5 percentage points to 67.8% in the six months ended June 30, 2026, from 66.3% in the six months ended June 30, 2025, primarily driven by favorable product mix across our regions. Gross margin is impacted by product mix, regional mix, and production initiatives to support demand and create future efficiencies. As such, with favorable product mix, improvement in productivity, and by leveraging our fixed costs on higher volume of new product sales during the year, our gross margin may be positively impacted in the future.

Current wording

Gross margin remained relatively flat, increasing by 0.5 percentage points to 68.3% in the three months ended September 30, 2026, from 67.8% in the three months ended September 30, 2025, primarily driven by favorable product mix across our regions. Gross margin is impacted by product mix, regional mix, and production initiatives to support demand and create future efficiencies. As such, with favorable product mix, improvement in productivity, and by leveraging our fixed costs on higher volume of new product sales during the year, our gross margin may be positively impacted in the future.

Previous wording

R&D expenses increased by $2.2 million, or 9.4%, to $25.4 million in the three months ended June 30, 2026, from $23.2 million in the three months ended June 30, 2025. The increase was primarily due to a $1.8 million increase in product development and testing costs and a $1.3 million increase in personnel-related expenses, partially offset by a $0.9 million decrease in other research and development activities due to the timing of planned investments.

Current wording

R&D expenses increased by $2.7 million, or 11.8%, to $25.4 million in the three months ended September 30, 2026, from $22.7 million in the three months ended September 30, 2025. The increase was primarily due to a $2.6 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth and a $0.1 million increase in other research and development activities due to the timing of planned investments.

Previous wording

SG&A expenses increased by $38.5 million, or 24.1%, to $198.5 million in the three months ended June 30, 2026, from $160.0 million in the three months ended June 30, 2025. The increase was primarily due to a $11.7 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth, a $6.9 million increase in acquisition-related expenses primarily attributable to professional services associated with the pending acquisition of our Company by Boston Scientific Corporation, a $6.8 million increase in costs related to marketing events, and a $2.7 million increase in in travel-related expenses.

Current wording

SG&A expenses increased by $35.3 million, or 20.9%, to $204.2 million in the three months ended September 30, 2026, from $168.9 million in the three months ended September 30, 2025. The increase was primarily due to a $12.5 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth, a $7.1 million increase in acquisition-related expenses primarily attributable to professional services associated with the pending acquisition of our Company by Boston Scientific Corporation, and a $6.3 million increase in costs related to marketing events.

Previous wording

Our income tax expense was $11.4 million or 24.6% of income before taxes for the three months ended June 30, 2026, compared to an immaterial amount or 0.1% of income before taxes for the three months ended June 30, 2025. The change in effective tax rate was primarily due to a decrease in excess tax benefits from stock-based compensation attributable to our U.S. jurisdiction in the current period.

Current wording

Our income tax expense was $14.0 million or 24.9% of income before taxes for the three months ended September 30, 2026, compared to $6.5 million or 12.4% of income before taxes for the three months ended September 30, 2025. The change in effective tax rate was primarily due to a decrease in excess tax benefits from stock-based compensation attributable to our U.S. jurisdiction in the current period.

Previous wording

Revenue increased $101.2 million, or 15.3%, to $764.8 million in the six months ended June 30, 2026, from $663.6 million in the six months ended June 30, 2025. Overall revenue growth was primarily due to an increase in sales of our existing thrombectomy products and new and existing embolization and access products.

Current wording

Revenue increased $156.7 million, or 15.4%, to $1,174.9 million in the nine months ended September 30, 2026, from $1,018.3 million in the nine months ended September 30, 2025. Overall revenue growth was primarily due to an increase in sales of our new and existing thrombectomy and embolization and access products.

Previous wording

Revenue from our global thrombectomy products increased $56.1 million, or 12.3%, to $512.9 million in the six months ended June 30, 2026, from $456.8 million in the six months ended June 30, 2025. The increase in our global thrombectomy products was primarily attributable to higher sales volume in the United States as a result of further market penetration of our existing products. Prices for our thrombectomy products remained substantially unchanged during the period.

Current wording

Revenue from our global thrombectomy products increased $98.8 million, or 14.3%, to $792.1 million in the nine months ended September 30, 2026, from $693.2 million in the nine months ended September 30, 2025. The increase in our global thrombectomy products was primarily attributable to higher sales volume in the United States as a result of sales of new products and further market penetration of our existing products. Prices for our thrombectomy products remained substantially unchanged during the period.

Previous wording

Revenue from our global embolization and access products increased $45.1 million, or 21.8%, to $251.9 million in the six months ended June 30, 2026, from $206.8 million in the six months ended June 30, 2025. The increase in our global embolization and access products was primarily attributable to higher sales volume in the United States as a result of sales of new products and further market penetration of our existing products. Prices for our embolization and access products remained substantially unchanged during the period.

Current wording

Revenue from our global embolization and access products increased $57.8 million, or 17.8%, to $382.9 million in the nine months ended September 30, 2026, from $325.1 million in the nine months ended September 30, 2025. The increase in our global embolization and access products was primarily attributable to higher sales volume in the United States as a result of sales of new products and further market penetration of our existing products. Prices for our embolization and access products remained substantially unchanged during the period.

Previous wording

The following table presents revenue by geographic area, based on our customer’s shipping destination, for the six months ended June 30, 2026 and 2025:

Current wording

The following table presents revenue by geographic area, based on our customers’ shipping destinations, for the nine months ended September 30, 2026 and 2025:

Previous wording

Revenue from sales in international markets increased $17.1 million, or 11.7%, to $163.0 million in the six months ended June 30, 2026, from $145.9 million in the six months ended June 30, 2025. Revenue from international sales represented 21.3% and 22.0% of our total revenue for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Revenue from sales in international markets increased $23.3 million, or 10.3%, to $248.9 million in the nine months ended September 30, 2026, from $225.6 million in the nine months ended September 30, 2025. Revenue from international sales represented 21.2% and 22.2% of our total revenue for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Gross margin increased by 1.9 percentage points to 67.9% in the three months ended June 30, 2026, from 66.0% in the three months ended June 30, 2025, primarily driven by favorable product mix across our regions. Gross margin is impacted by product mix, regional mix, and production initiatives to support demand and create future efficiencies. As such, with favorable product mix, improvement in productivity, and by leveraging our fixed costs on higher volume of new product sales during the year, our gross margin may be positively impacted in the future.

Current wording

Gross margin increased by 1.2 percentage points to 68.0% in the nine months ended September 30, 2026, from 66.8% in the nine months ended September 30, 2025, primarily driven by favorable product mix across our regions. Gross margin is impacted by product mix, regional mix, and production initiatives to support demand and create future efficiencies. As such, with favorable product mix, improvement in productivity, and by leveraging our fixed costs on higher volume of new product sales during the year, our gross margin may be positively impacted in the future.

Previous wording

R&D expenses increased by $2.5 million, or 5.5%, to $47.8 million in the six months ended June 30, 2026, from $45.3 million in the six months ended June 30, 2025. The increase was primarily due to a $3.0 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth, partially offset by a $0.5 million decrease in other research and development activities due to the timing of planned investments.

Current wording

R&D expenses increased by $5.2 million, or 7.6%, to $73.1 million in the nine months ended September 30, 2026, from $68.0 million in the nine months ended September 30, 2025. The increase was primarily due to a $5.6 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth, partially offset by a $0.4 million decrease in other research and development activities due to the timing of planned investments.

Previous wording

SG&A expenses increased by $77.9 million, or 24.8%, to $391.3 million in the six months ended June 30, 2026, from $313.4 million in the six months ended June 30, 2025. The increase was primarily due to a $28.9 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth, a $16.4 million increase in acquisition-related expenses primarily attributable to professional services associated with the pending acquisition of our Company by Boston Scientific Corporation, a$9.8 million increase in costs related to marketing events, and a $5.5 million increase in travel-related expenses.

Current wording

SG&A expenses increased by $113.2 million, or 23.5%, to $595.5 million in the nine months ended September 30, 2026, from $482.3 million in the nine months ended September 30, 2025. The increase was primarily due to a $41.4 million increase in personnel-related expenses driven by an increase in headcount and related expenses to support our growth, a $23.5 million increase in acquisition-related expenses primarily attributable to professional services associated with the pending acquisition of our Company by Boston Scientific Corporation, and a$16.1 million increase in costs related to marketing events.

Previous wording

Our income tax expense was $20.5 million or 23.3% of income before taxes for the six months ended June 30, 2026, compared to $4.7 million or 5.2% of income before taxes for the six months ended June 30, 2025. The change in effective tax rate was primarily due to a decrease in excess tax benefits from stock-based compensation attributable to our U.S. jurisdiction in the current period.

Current wording

Our income tax expense was $34.5 million or 23.9% of income before taxes for the nine months ended September 30, 2026, compared to $11.1 million or 7.9% of income before taxes for the nine months ended September 30, 2025. The change in effective tax rate was primarily due to a decrease in excess tax benefits from stock-based compensation attributable to our U.S. jurisdiction in the current period.

Previous wording

As of June 30, 2026, we had $1,110.3 million in working capital, which included $205.3 million in cash and cash equivalents and $453.5 million in marketable investments. As of June 30, 2026, we held approximately 11.9% of our cash and cash equivalents in foreign entities.

Current wording

As of September 30, 2026, we had $1,142.8 million in working capital, which included $254.3 million in cash and cash equivalents and $419.3 million in marketable investments. As of September 30, 2026, we held approximately 9.1% of our cash and cash equivalents in foreign entities.

Previous wording

Net cash provided by operating activities was $133.1 million during the six months ended June 30, 2026 and consisted of consolidated net income of $67.4 million, non-cash items of $38.5 million, and net changes in operating assets and liabilities of $27.2 million. The change in operating assets and liabilities primarily relates to an increase in accrued expenses and other non-current liabilities of $34.8 million and an increase in accounts payable of $10.4 million. This was partially offset by an increase in inventories of $14.3 million to support our growth, an increase in accounts receivables of $2.5 million, and an increase in prepaid expenses and other current and non-current assets of $1.1 million.

Current wording

Net cash provided by operating activities was $174.6 million during the nine months ended September 30, 2026 and consisted of consolidated net income of $109.7 million, non-cash items of $61.7 million, and net changes in operating assets and liabilities of $3.2 million. The change in operating assets and liabilities primarily relates to an increase in accrued expenses and other non-current liabilities of $40.9 million, an increase in accounts payable of $4.0 million, and a decrease in prepaid expenses and other current and non-current assets of $1.8 million. This was partially offset by an increase in inventories of $35.3 million to support our growth and an increase in accounts receivables of $8.2 million.

Previous wording

Net cash provided by operating activities was $93.9 million during the six months ended June 30, 2025 and consisted of consolidated net income of $84.5 million and non-cash items of $33.7 million, offset by net changes in operating assets and liabilities of $24.3 million. The change in operating assets and liabilities primarily relates to an increase in inventories of $22.1 million to support our growth, an increase in accounts receivables of $4.2 million, and a decrease in accounts payable of $3.5 million. This was partially offset by an increase in accrued expenses and other non-current liabilities of $5.5 million.

Current wording

Net cash provided by operating activities was $152.2 million during the nine months ended September 30, 2025 and consisted of consolidated net income of $130.3 million and non-cash items of $68.1 million, partially offset by net changes in operating assets and liabilities of $46.3 million. The change in operating assets and liabilities primarily relates to an increase in inventories of $25.9 million to support our growth, an increase in prepaid expenses and other current and non-current assets of $17.1 million, an increase in accounts receivables of $12.7 million, and a decrease in accounts payable of $1.5 million. This was partially offset by an increase in accrued expenses and other non-current liabilities of $10.8 million.

Previous wording

Net cash used in investing activities relates primarily to purchases of marketable investments, partially offset by proceeds from maturities and sales of marketable investments, and capital expenditures.

Current wording

Net cash used in investing activities relates primarily to purchases of marketable and non-marketable investments and capital expenditures, partially offset by proceeds from maturities and sales of marketable investments.

Previous wording

Net cash used in investing activities was $121.7 million during the six months ended June 30, 2026 and primarily consisted of purchases of marketable investments, net of proceeds from maturities and sales of marketable investments, of $93.5 million and capital expenditures of $27.2 million including investments related to the construction of our Costa Rica manufacturing facility.

Current wording

Net cash used in investing activities was $113.0 million during the nine months ended September 30, 2026 and primarily consisted of purchases of marketable investments, net of proceeds from maturities and sales of marketable investments, of $58.2 million, capital expenditures of $42.3 million including investments related to the construction of our Costa Rica manufacturing facility, and purchases of non-marketable investments of $11.0 million.

Previous wording

Net cash used in investing activities was $16.1 million during the six months ended June 30, 2025 and primarily consisted of capital expenditures of $29.0 million, partially offset by $13.0 million in proceeds from maturities of marketable investments.

Current wording

Net cash used in investing activities was $178.9 million during the nine months ended September 30, 2025 and primarily consisted of purchases of marketable investments, net of proceeds from maturities of $133.6 million and capital expenditures of $45.3 million.

Previous wording

Net cash provided by financing activities was $7.1 million during the six months ended June 30, 2026 and primarily consisted of $9.7 million in proceeds from the issuance of common stock under our employee stock purchase plan, partially offset by $1.3 million in payments of employee taxes related to vested restricted stock units and $1.2 million in payments towards finance leases.

Current wording

Net cash provided by financing activities was $6.1 million during the nine months ended September 30, 2026 and primarily consisted of $9.7 million in proceeds from the issuance of common stock under our employee stock purchase plan, partially offset by $1.8 million in payments of employee taxes related to vested restricted stock units and $1.8 million in payments towards finance leases.

Previous wording

Net cash provided by financing activities was $17.5 million during the six months ended June 30, 2025 and primarily consisted of $10.7 million in proceeds from exercises of stock options and proceeds from the issuance of common stock under our employee stock purchase plan of $8.9 million, partially offset by $1.3 million in payments towards finance leases and $0.5 million of payments of employee taxes related to vested restricted stock units.

Current wording

Net cash provided by financing activities was $21.5 million during the nine months ended September 30, 2025 and primarily consisted of $15.4 million in proceeds from exercises of stock options and proceeds from the issuance of common stock under our employee stock purchase plan of $8.9 million, partially offset by $1.9 million in payments towards finance leases and $0.6 million of payments of employee taxes related to vested restricted stock units.

Previous wording

During the three months ended March 31, 2025, the Company entered into agreements to acquire property in Costa Rica and construct a manufacturing facility and warehouse for the production of medical devices. During the six months ended June 30, 2026, the estimated cost of the project increased by approximately $28 million, primarily attributable to scope and budget refinements associated with evolving design requirements. Refer to Note “4. Balance Sheet Components” to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Current wording

During the three months ended March 31, 2025, the Company entered into agreements to acquire property in Costa Rica and construct a manufacturing facility and warehouse for the production of medical devices. During the nine months ended September 30, 2026, the estimated cost of the project increased by approximately $31 million, primarily attributable to scope and budget refinements associated with evolving design requirements. Refer to Note “4. Balance Sheet Components” to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Previous wording

During six months ended June 30, 2026, the Company entered into an Agreement and Plan of Merger among the Company, Boston Scientific Corporation, a Delaware corporation (“Parent”), and Pinehurst Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. Refer to Note “1. Organization and Description of Business” to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.

Current wording

During the nine months ended September 30, 2026, the Company entered into an Agreement and Plan of Merger among the Company, Boston Scientific Corporation, a Delaware corporation (“Parent”), and Pinehurst Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent. Refer to Note “1. Organization and Description of Business” to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information.