Announcement • 14m

PROCEPT BioRobotics Corporation Faces Class Action Lawsuit Over Securities Violations

Robbins Geller Rudman & Dowd LLP announced that purchasers of PROCEPT BioRobotics Corporation common stock between February 28, 2024 and February 25, 2026, inclusive (Class Period), have until September 22, 2026 to seek appointment as lead plaintiff of the Procept class action lawsuit. Captioned Operating Engineers Construction Industry and Miscellaneous Pension Fund v. PROCEPT BioRobotics Corporation, No. 26-cv-07691 (N.D. Cal.), the Procept class action lawsuit charges Procept and certain of Procept’s top current and former executive officers with violations of the Securities Exchange Act of 1934. The Procept class action lawsuit alleges that defendants throughout the Class Period made materially false and/or misleading statements because they failed to disclose the following adverse facts pertaining to Procept’s business, operations, and financial condition, which were known to defendants or recklessly disregarded by them as follows: (i) that, during the Class Period, Procept had utilized an extensive discount program designed to incentivize its customers to place bulk orders in excess of procedure demand; (ii) that Procept’s undisclosed discount program had artificially and unsustainably inflated Procept’s reported U.S. handpiece unit sales and revenues by pulling forward sales at the expense of future periods; (iii) that Procept’s undisclosed discount program had caused customer handpiece orders to materially exceed underlying procedure demand throughout the Class Period and that this differential had materially grown over time; (iv) that Procept’s consistent surplus of U.S. handpiece unit sales relative to performed procedures had created a glut of field inventory and overstocking amongst Procept’s customer base, amounting to more than 10,000 excess units by the end of the Class Period; (v) that, as a result of (i)-(iv) above, defendants’ representations during the Class Period regarding Procept’s handpiece unit sales and the utilization of Procept’s field Systems were materially overstated; (vi) that, as a result of (i)-(v) above, Procept was acutely exposed to material undisclosed risks of significant operational and financial harm; and (vii) that, as a result of (i)-(vi) above, Procept was unable to achieve its stated 2025 handpiece sales and revenue guidance and such guidance lacked a reasonably achievable factual basis. The Procept class action lawsuit further alleges that on August 6, 2025, Procept announced earnings for its second fiscal quarter of 2025, revealing that Procept had only sold approximately 12,750 handpieces in the United States during the quarter. During Procept’s earnings call, defendant Kevin Waters reported that Procept expected to ship approximately 13,350 units in the following quarter, significantly below consensus estimates of more than 13,840 units. Procept’s quarterly handpiece sales guidance also implied that Procept would need to grow handpiece sales by approximately 25% year-over-year in the fourth quarter in order to meet Procept’s annual unit sales guidance. In addition, defendant Reza Zadno revealed that Procept was eliminating the role of Chief Commercial Officer in order to “strengthen” Procept’s “commercial execution.” On this news, the price of Procept stock fell approximately 16% over a two-day trading period. Then, on November 4, 2025, Procept announced earnings results for its third fiscal quarter of 2025, revealing that Procept had only sold 13,225 handpieces during the quarter, which missed Procept’s sales guidance issued during the prior quarter. During the corresponding conference call, defendant Kevin Waters further revealed that Procept was reducing its annual handpiece sales guidance by 1,000 units, down from 53,000 units to 52,000 units to allow for the “optimization of field inventory.” Defendant Larry L. Wood further admitted that Procept had not “been managing customer inventory by establishing par levels” and that some customers were “probably carrying too much inventory.” On this news, the price of Procept stock fell more than 10% over a two-day trading period. Finally, on February 25, 2026, Procept announced earnings results for its fourth fiscal quarter and year ending December 31, 2025. Procept revealed that handpiece sales had materially exceeded procedures in every quarter since the first fiscal quarter of 2023, a differential which had consistently grown over time, ultimately resulting in cumulative excess field inventory of more than 10,000 units. Procept further revealed that quarterly handpiece unit sales in the United States had declined significantly from 13,225 units in the third quarter to 9,400 units, representing a sequential decline of nearly 30%. On this news, the price of Procept stock fell more than 18% over a two-day trading period.

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