Boston Scientific to Acquire Pulmonx for $3.1 Billion

TL;DR

Boston Scientific is buying Pulmonx for $3.1B cash, deal expected to close H1 2026.

AI Summary

Pulmonx Corp. announced on October 21, 2025, that it has entered into a definitive agreement to be acquired by an affiliate of Boston Scientific Corporation for $3.1 billion in cash. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including regulatory approvals and Pulmonx shareholder approval.

Why It Matters

This acquisition by Boston Scientific, a major player in the medical device industry, signifies a significant consolidation in the treatment of severe emphysema, potentially impacting patient access and future innovation in the field.

Risk Assessment

Risk Level: medium — The acquisition is subject to shareholder and regulatory approvals, which introduces a degree of uncertainty regarding its completion.

Key Numbers

• $3.1B — Acquisition Price (Total cash consideration for Pulmonx Corp.)

Key Players & Entities

• Pulmonx Corp. (company) — Company being acquired
• Boston Scientific Corporation (company) — Acquiring company
• $3.1 billion (dollar_amount) — Acquisition price
• October 21, 2025 (date) — Date of the acquisition agreement
• first half of 2026 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value LUNG The Nasdaq Stock Market
• $600,000 — amson's resignation he will receive (i) $600,000 payable over the twelve months subseque
• $50,000 — ompany will pay Mr. Williamson a fee of $50,000 and (ii) Mr. Williamson's equity awards
• $625,000 — e will be paid an annual base salary of $625,000 and will be eligible to receive an annu
• $4.00 — ding days is greater than four dollars ($4.00) per share (the "Performance Condition"
• $347,625 — the Effective Date he will receive (i) $347,625 payable over the nine months subsequent
• $30,000 — the Company will pay Mr. Joshi a fee of $30,000 and (ii) Mr. Joshi's equity awards will
• $500,000 — e will be paid an annual base salary of $500,000 and will be eligible to receive an annu

Filing Documents

• lung-20251021.htm (8-K) — 49KB
• exhibit101letteragreementd.htm (EX-10.1) — 42KB
• exhibit102consultingagreem.htm (EX-10.2) — 52KB
• exhibit103offerletterdated.htm (EX-10.3) — 33KB
• exhibit104letteragreementd.htm (EX-10.4) — 43KB
• exhibit105consultingagreem.htm (EX-10.5) — 53KB
• exhibit106offerletterdated.htm (EX-10.6) — 35KB
• exhibit991pressreleaseofpu.htm (EX-99.1) — 17KB
• image_0.jpg (GRAPHIC) — 8KB
• image_0a.jpg (GRAPHIC) — 9KB
• 0001127537-25-000052.txt ( ) — 536KB
• lung-20251021.xsd (EX-101.SCH) — 2KB
• lung-20251021_lab.xml (EX-101.LAB) — 21KB
• lung-20251021_pre.xml (EX-101.PRE) — 12KB
• lung-20251021_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 27, 2025, Pulmonx Corporation (the "Company") issued a press release announcing its financial results for the third fiscal quarter ended September 30, 2025. A copy of the Company's press release dated October 27, 2025, titled "Pulmonx Announces Management Transition and Preliminary Third Quarter 2025 Revenue" is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing information (including the exhibit hereto) is being furnished under "Item 2.02 Results of Operations and Financial Condition" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Principal Executive Officer On October 21, 2025, Steven S. Williamson resigned as President and Chief Executive Officer and a member of the Board of Directors of Pulmonx Corporation (the "Company"), effective as of October 27, 2025 (the "Effective Date"). Mr. Williamson entered into a agreement with the Company dated October 24, 2025 (the "Williamson Separation Agreement") which provides that in connection with Mr. Williamson's resignation he will receive (i) $600,000 payable over the twelve months subsequent to the Effective Date and (ii) reimbursement of COBRA premiums for up to 14 months. Additionally, in order facilitate an orderly leadership transition, Mr. Williamson and the Company entered into a Consulting Agreement, dated October 24, 2025 (the "Williamson Consulting Agreement") through December 1, 2025 pursuant to which in exchange for Mr. Williamson's services, (i) the Company will pay Mr. Williamson a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Letter Agreement, dated October 24, 2025 by and between Steven S. Williamson and Pulmonx Corporation 10.2 Consulting Agreement dated October 24, 2025 by and between Steven S. Williamson and Pulmonx Corporation 10.3 Offer Letter, dated October 20, 2025 by and between Glendon E. French and Pulmonx Corporation 10.4 Letter Agreement, dated October 24, 2025 by and between Mehul Joshi and Pulmonx Corporation 10.5 Consulting Agreement dated October 24, 2025 by and between Mehul Joshi and Pulmonx Corporation 10.6 Offer Letter, dated October 20, 2025 by and between Derrick Sung and Pulmonx Corporation 99.1 Press Release of Pulmonx Corporation, dated October 27, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Pulmonx Corporation Dated: October 27, 2025 By: /S/ DAVID LEHMAN David Lehman General Counsel

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View this 8-K filing on SEC EDGAR