PROCEPT BioRobotics Corporation PRCT Securities Class Action Lawsuit Update

• Company: PROCEPT BioRobotics Corporation (NASDAQ: PRCT)
• Lead Plaintiff Deadline: September 22, 2026
• Class Period: February 28, 2024 - February 25, 2026
• Stock Drop: August 6, 2025 to August 8, 2025 - PRCT fell $7.28 (approximately 16%) to $38.41; November 4, 2025 to November 6, 2025 - PRCT fell $3.72 (more than 10%) to $31.30; February 25, 2026 to February 27, 2026 - PRCT fell $5.15 (more than 18%) to $22.69
• Lawsuit Type: Securities Class Action

Introduction

A securities class action lawsuit was filed on July 24, 2026 in the United States District Court for the Northern District of California against PROCEPT BioRobotics Corporation, Reza Zadno, Larry L. Wood, Kevin Waters, and Hisham Shiblaq. The case is brought on behalf of investors who purchased PROCEPT common stock between February 28, 2024 and February 25, 2026, inclusive. Zadno served as CEO until September 2025, Wood became President and CEO after Zadno's departure, Waters served as CFO, and Shiblaq served as Chief Commercial Officer until September 2025.

The story at the center of the PROCEPT BioRobotics shareholder lawsuit is a razor-and-blades medtech growth story with one critical blade: the single-use handpiece. Defendants allegedly told investors that handpiece sales reflected real procedure demand, rising utilization, and strong adoption of Aquablation therapy. Investors were asked to read handpiece growth as proof that hospitals and surgeons were doing more procedures on PROCEPT's installed systems.

According to the complaint, the hidden reality was different. PROCEPT allegedly used an undisclosed discount program that encouraged customers to buy handpieces in bulk, pulling sales forward and building excess inventory in the field. When the company began revealing weak handpiece shipments, inventory optimization, and the elimination of bulk discounts, PRCT shares fell in stages, from more than $45 in August 2025 to less than $25 after the end of the Class Period.

By February 2026, the complaint says the full picture had sharpened: handpiece unit sales had exceeded actual procedures in every quarter since early 2023, creating more than 10,000 excess units of field inventory. What had been presented as utilization momentum allegedly reflected a sales channel carrying excess inventory accumulated through discount-driven bulk purchases.

Backdrop and Business Context

PROCEPT BioRobotics Corporation traces its origins to California, where the company was incorporated in 2007 and is generally described as operationally founded around 2009. Public sources most consistently identify Nikolai Aljuri and Rodney C. Perkins as founders, with the company's early work centered on developing AquaBeam, a robotic system for Aquablation therapy in benign prostatic hyperplasia, or BPH. PROCEPT later reincorporated in Delaware in 2021 and went public on Nasdaq under the ticker PRCT in September 2021, pricing its IPO at $25.00 per share and raising approximately $163.9 million in gross proceeds.

The company is a commercial-stage surgical robotics business focused on urology. Its core model pairs capital equipment with recurring procedure-linked consumables: hospitals buy or lease AquaBeam or HYDROS robotic systems, then purchase single-use handpieces for each Aquablation procedure, along with service and repair support. PROCEPT reported annual revenue of $308.1 million for fiscal 2025, and the complaint alleges that handpiece revenue had grown to roughly 60% of total revenue by fiscal 2025. That mix made utilization more than a performance metric. It was the economic engine.

PROCEPT operates in the medical devices and surgical robotics sector, with Aquablation positioned against BPH alternatives including TURP, laser-based therapies marketed by Boston Scientific, Rezum, and UroLift. The company's growth depended on hospitals adopting its systems, surgeons increasing procedure volumes, and customers ordering handpieces in line with actual demand. According to the complaint, that last dependency became the pressure point: defendants allegedly treated handpiece orders as a proxy for procedure growth while undisclosed discounting caused customers to stockpile product ahead of future need.

Promises Made vs. Reality

At the beginning of the Class Period, PROCEPT BioRobotics told investors a simple story: more systems in the field were producing more procedures, and more procedures were driving more handpiece sales. In the February 2024 earnings materials, the company reported U.S. handpiece revenue of $21.6 million for the fourth quarter of 2023. Zadno was quoted as saying PROCEPT had "succeeded" in increasing average monthly utilization in the United States by approximately 10%, calling it an "exceptional achievement" despite an 89% increase in the installed base.

Waters reinforced that message on the same earnings call, describing monthly utilization per account as up approximately 13% from the prior-year quarter and tying the result to "strong commercial execution" and surgeons adopting Aquablation therapy. Zadno added that the company had delivered average utilization of approximately 6.6 handpieces per account per month in 2023 and a record 7.3 handpieces per account in the fourth quarter, which he attributed to "strong underlying demand."

The same theme continued through 2024. After the first quarter, Waters told investors that PROCEPT continued to see "increased utilization across all cohorts," while Zadno said growth reflected increased utilization from an expanded installed base and "growing customer and patient demand for Aquablation therapy." Shiblaq pointed to procedure volume growth and surgeon retention. When an analyst asked about a possible discrepancy between handpiece sales growth and utilization growth, Waters answered that customers "tend to order as they need product," said PROCEPT did not have "large stocking orders," and assured investors that the company had not seen changes in trends between handpieces sold and procedures.

The company kept returning to that alignment. In August 2024, Waters said PROCEPT shipped approximately 8,000 handpieces and continued to see increased utilization across cohorts. In October 2024, Zadno credited growth to strong demand and increased utilization, while Waters said the procedure environment in September "felt really strong." Early in 2025, after the company had cited saline supply issues, Shiblaq said unaffected hospitals delivered "strong sequential growth," Waters said February and March showed "expanding utilization," and Zadno represented in April 2025 that "procedural momentum" remained "robust."

The complaint alleges that the reality behind those statements was materially different. PROCEPT allegedly operated an extensive, undisclosed discount program that encouraged customers to place bulk handpiece orders in excess of actual procedure demand. The program allegedly inflated U.S. handpiece unit sales and revenue, pulled demand forward, caused customer orders to exceed procedures throughout the Class Period, and created a field inventory glut that exceeded 10,000 units by the end of the Class Period.

The truth began to emerge in stages. In August 2025, PROCEPT disclosed weaker handpiece shipments and guidance below consensus expectations. In November 2025, the company reduced annual handpiece guidance to allow for "optimization of field inventory," and Wood admitted that some customers were "probably carrying too much inventory." Then, in February 2026, PROCEPT disclosed actual procedure data for the prior three years, revealed that handpiece sales had exceeded procedures in every quarter since the first quarter of 2023, and said it was eliminating a longstanding bulk discount practice. As alleged in the complaint, defendants' repeated statements about utilization, procedure demand, order patterns, and 2025 guidance were materially false or misleading because they omitted the discounting, pull-forward sales, and inventory overstocking that allegedly distorted the metrics investors were using to value PROCEPT BioRobotics.

Timeline of Alleged Misconduct and Disclosures

Class Period: February 28, 2024 -- February 25, 2026, inclusive.

• February 27, 2024: Earnings release and conference call. PROCEPT reported fourth quarter 2023 U.S. handpiece revenue of $21.6 million and described increased utilization. Zadno and Waters attributed growth to stronger adoption, procedure demand, and commercial execution.
• February 28, 2024: Class Period begins. Investors who purchased PROCEPT common stock from this date through February 25, 2026 are included in the proposed class, subject to exclusions.
• May 1, 2024: First quarter 2024 results. PROCEPT reported U.S. consumable revenue of $23.6 million and said it shipped 6,811 U.S. handpieces. Waters represented that customers ordered as needed, that PROCEPT did not see large stocking orders, and that trends between handpieces sold and procedures had not changed.
• August 1, 2024: Second quarter 2024 results. PROCEPT reported U.S. handpiece revenue of $27.3 million and said it shipped approximately 8,000 U.S. handpieces. Waters described utilization as stronger than expected.
• October 2024: Registered public stock offering. The complaint alleges PROCEPT sold roughly $175 million in shares in an SPO while insiders also sold shares during the Class Period.
• October 28, 2024: Third quarter 2024 results. PROCEPT reported U.S. handpiece revenue of $29.6 million, and defendants described increased utilization and a strong procedure environment.
• February 25, 2025: Fourth quarter and full-year 2024 results. PROCEPT reported U.S. handpiece revenue of $29.3 million, issued annual revenue guidance of approximately $320 million, and defendants discussed expected recovery from saline supply disruption.
• April 24, 2025: First quarter 2025 results. PROCEPT reported U.S. handpiece revenue of $38 million and raised annual revenue guidance to $323 million. Zadno said "procedural momentum" remained "robust," Waters said procedure volumes were driven by the strength of the business, and Shiblaq said daily procedure rates were "back in full swing."
• August 6, 2025: Alleged corrective disclosure. PROCEPT announced second quarter 2025 results and disclosed it had sold approximately 12,750 U.S. handpieces. Waters reported expected third quarter shipments of approximately 13,350 units, below consensus estimates, and Zadno announced that Shiblaq would depart as Chief Commercial Officer in connection with the elimination of that role.
• August 6, 2025 to August 8, 2025: Market reaction. PRCT fell from $45.69 per share to $38.41 per share, a decline of approximately 16% over two trading days on above-average volume.
• August 6, 2025: Continued alleged misstatements. PROCEPT reported U.S. handpiece revenue of $43 million, raised annual revenue guidance to $325.5 million, and Waters said the company remained confident in quarterly procedure volumes. Waters also represented that the differential between procedures and handpiece shipments had remained relatively consistent throughout PROCEPT's time as a public company.
• September 2025: Executive departure. Zadno departed the company shortly before the discounting program and inventory issues allegedly came to light.
• November 4, 2025: Alleged corrective disclosure. PROCEPT announced third quarter 2025 results, reported 13,225 handpieces sold, reduced annual handpiece guidance by 1,000 units to allow for "optimization of field inventory," and Wood admitted that some customers were "probably carrying too much inventory."
• November 4, 2025 to November 6, 2025: Market reaction. PRCT fell from $35.02 per share to $31.30 per share, a decline of more than 10% over two trading days on above-average volume.
• November 4, 2025: Continued alleged misstatements. PROCEPT reiterated its annual revenue trajectory of $325.5 million, Waters described inventory optimization as a modest headwind, and Wood characterized the issue as a "little bit of destocking" while saying he expected a good procedure quarter.
• February 25, 2026: Alleged corrective disclosure. PROCEPT announced fourth quarter and full-year 2025 results, disclosed actual procedure data for the prior three years, revealed that handpiece sales had exceeded procedures in every quarter since the first quarter of 2023, and disclosed cumulative excess field inventory of more than 10,000 units.
• February 25, 2026: Discount program disclosure. Wood revealed that PROCEPT was eliminating a historical practice of providing discounts on bulk handpiece purchases in the final weeks of quarters, and stated that handpiece sales had historically exceeded procedure volumes by 8% to 16%.
• February 25, 2026 to February 27, 2026: Market reaction. PRCT fell from $27.84 per share to $22.69 per share, a decline of more than 18% over two trading days on above-average volume.
• July 22, 2026: Post-Class Period price context. The complaint alleges PRCT fell to less than $18 per share by this date as the market continued to absorb the impact of the discounting and overstocking issues.
• July 24, 2026: Complaint filed. Operating Engineers Construction Industry and Miscellaneous Pension Fund filed the securities class action complaint in the Northern District of California.

Investor Harm and Market Reaction

The complaint identifies a series of stock declines tied to disclosures about PROCEPT's handpiece shipments, inventory practices, and actual procedure data. The first alleged corrective event came on August 6, 2025, when PROCEPT reported second quarter 2025 earnings and disclosed weaker handpiece sales and below-consensus expectations for the next quarter. PRCT fell from $45.69 per share on August 6, 2025 to $38.41 per share on August 8, 2025, a decline of $7.28 per share, or approximately 16%, over two trading days on above-average volume.

The second decline followed the November 4, 2025 third quarter results. PROCEPT disclosed that handpiece sales missed the already-disappointing prior guidance and reduced annual handpiece sales guidance by 1,000 units to allow for "optimization of field inventory." PRCT declined from $35.02 per share on November 4, 2025 to $31.30 per share on November 6, 2025, a decline of $3.72 per share, or more than 10%, over two trading days on above-average volume.

The final and sharpest disclosure identified in the complaint came on February 25, 2026, when PROCEPT revealed actual procedure data for the first time and disclosed that U.S. handpiece sales had materially exceeded procedures in every quarter since the first quarter of 2023. The company also disclosed more than 10,000 excess field inventory units and a nearly 30% sequential decline in quarterly U.S. handpiece unit sales, from approximately 13,200 units to approximately 9,400 units. PRCT fell from $27.84 per share on February 25, 2026 to $22.69 per share on February 27, 2026, a decline of $5.15 per share, or more than 18%, over two trading days.

The complaint alleges that PRCT had traded near an all-time high of approximately $100 per share during the Class Period. By the end of the alleged disclosure sequence, the stock had fallen by more than 75% from that high to less than $25 per share, and the complaint further alleges it declined to less than $18 per share by July 22, 2026.

Litigation & Procedural Posture

The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 against all defendants, and control person claims under Section 20(a) against all defendants. The case targets alleged misstatements and omissions concerning PROCEPT's handpiece sales, procedure utilization, customer ordering behavior, discounting practices, field inventory, and 2025 guidance.

Defendants are PROCEPT BioRobotics Corporation, Reza Zadno (Chief Executive Officer and Board member until September 2025), Larry L. Wood (President and Chief Executive Officer since September 2025 and Board member since April 2024), Kevin Waters (Executive Vice President, Chief Financial Officer), and Hisham Shiblaq (Chief Commercial Officer until September 2025).

Scienter allegations center on the Individual Defendants' alleged access to information about procedure volumes, handpiece sales, customer inventory, and the relationship between shipments and actual procedures. The complaint emphasizes that Waters represented PROCEPT had a "high degree of visibility" into procedures, later said the company monitored the procedure-to-handpiece differential closely, and Wood allegedly confirmed that the company had "perfect metrics." The complaint also alleges motive and opportunity, citing the October 2024 SPO, roughly $175 million in company share sales, more than $90 million in insider sales during the Class Period, and specific sales by Zadno, Waters, and Shiblaq.

Procedurally, the case is at the complaint stage. The plaintiff seeks class treatment for all persons who purchased PROCEPT common stock during the Class Period, excluding defendants and related persons or entities. The complaint asks the court to designate the plaintiff as Lead Plaintiff and to appoint counsel. Lead plaintiff submissions are due September 22, 2026.

How to Check Eligibility in the PROCEPT BioRobotics Corporation (PRCT) Class Action

• Confirm you purchased PRCT shares during the February 28, 2024 to February 25, 2026 class period
• Review the allegations and eligibility requirements in the pending securities class action
• Gather trade confirmations and brokerage records documenting purchases or losses
• Consult counsel regarding the lead plaintiff deadline, eligibility, and any potential rights in the litigation

Disclaimer: Attorney Advertising. This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. Prior results do not guarantee similar outcomes.