Material Agreement (Form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 14, 2026, Boston Scientific Corporation, a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Pinehurst Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), and Penumbra, Inc., a Delaware corporation ("Penumbra"), providing for the merger of Merger Sub with and into Penumbra (the "Merger"), with Penumbra surviving the Merger as a wholly owned subsidiary of the Company.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of Penumbra issued and outstanding immediately prior to the Effective Time (each, a "Penumbra Share" and collectively, the "Penumbra Shares"), other than Penumbra Shares (a) held in the treasury of Penumbra or owned by any direct or indirect wholly owned subsidiary of Penumbra, (b) owned by Merger Sub, the Company or any direct or indirect wholly owned subsidiary of the Company or (c) held by holders who (i) are entitled to demand appraisal rights under Section 262 of the Delaware General Corporation Law, as amended (the "DGCL"), (ii) have properly exercised and perfected their respective demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and (iii) as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL, will be automatically canceled and converted into the right to receive, at the election of the holder of such Penumbra Shares, in accordance with, and subject to the terms, conditions and procedures set forth in the Merger Agreement, the following consideration (collectively with, if applicable, cash in lieu of any fractional Parent Shares and any dividends or other distributions payable pursuant to the Merger Agreement, the "Merger Consideration"), in each case, without interest: (A) for each Penumbra Share with respect to which an election to receive shares of common stock of the Company ("Company Shares," and each such election, a "Stock Election") has been effectively made and not revoked or changed pursuant to the terms of the Merger Agreement (collectively, the "Stock Election Shares"), 3.8721 validly issued, fully paid and non-assessable Company Shares (the "Stock Consideration"); (B) for each Penumbra Share with respect to which an election to receive cash (a "Cash Election") has been effectively made and not revoked or changed pursuant to the Merger Agreement (collectively, the "Cash Election Shares"), $374.00 in cash, without interest (the "Cash Consideration"); and (C) for each Penumbra Share other than Penumbra Shares as to which a Stock Election or a Cash Election has been effectively made and not revoked or changed pursuant to the Merger Agreement (collectively, the "Non-Election Shares"), the right to receive such Merger Consideration as determined in accordance with the Merger Agreement. The Penumbra stockholder election will be subject to a proration mechanism, such that the total number of Penumbra Shares entitled to receive the Cash Consideration will be equal to 73.26% of the aggregate number of Penumbra Shares issued and outstanding immediately prior to the Effective Time and the total number of Penumbra Shares entitled to receive the Stock Consideration will be equal to 26.74% of the aggregate number of Penumbra Shares issued and outstanding immediately prior to the Effective Time, in each case, rounded to the nearest whole number.

In addition, at the Effective Time: