PROCEPT BioRobotics Corp

Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should consider carefully the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 2, 2025. The risks and uncertainties disclosed in such prior reports and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price.

During the three months ended June 30, 2025, there were no material changes to our previously disclosed risk factors.

Besides risk factors disclosed in the Annual Report, our Quarterly Report for the quarterly period ended March 31, 2025, and this Quarterly Report, additional risks and uncertainties not currently known or we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Because of such risk factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

None.

None.

Not applicable.

On August 4, 2025, the Company determined to eliminate the position of Chief Commercial Officer and intends to separate the roles into two new leadership positions: Senior Vice President of Sales and Senior Vice President of

Marketing, both reporting directly to the Chief Executive Officer. Hisham Shiblaq will separate from the Company effective September 1, 2025.

During the quarter ended June 30, 2025, no director or officer of the Company informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K), except as follows:

On June 3, 2025, Reza Zadno, the Company’s Chief Executive Officer, adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Zadno Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act stock. The Zadno Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions. The Zadno Rule 10b5-1 Plan provides for the potential sale of up to 76,978 shares of the Company’s common stock during various specified trading periods through December 17, 2025.

On June 3, 2025, Alaleh Nouri, the Company’s Chief Legal Officer, terminated a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “2024 Nouri Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock. The 2024 Nouri Rule 10b5-1 Plan was terminated during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 2024 Nouri Rule 10b5-1 Plan provided for the potential sale of up to 56,185 shares of the Company’s common stock during various specified trading periods through December 31, 2025.

On June 4, 2025, Alaleh Nouri adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “2025 Nouri Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act stock. The 2025 Nouri Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions. The 2025 Nouri Rule 10b5-1 Plan provides for the potential sale of up to a maximum of 70,836 shares of the Company’s common stock during various specified trading periods through September 7, 2026.