v3.26.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Guarantees and Indemnifications
In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any material claims or been required to defend any action related to its indemnification obligations. As of September 30, 2026 and December 31, 2025, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.
Legal Contingencies
A liability and related charge to earnings are recorded in the financial statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information.

On July 24, 2026, a putative securities class action complaint was filed in the U.S. District Court for the Northern District of California against us and certain of our current and former executive officers, captioned Operating Engineers Construction Industry and Miscellaneous Pension Fund v. PROCEPT BioRobotics Corporation, et al., No. 5:26-cv-07691 (the “Securities Class Action”). The complaint purports to assert claims on behalf of persons who purchased or otherwise acquired our common stock between February 28, 2024 and February 25, 2026. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleging that the defendants made materially false and misleading statements and omitted material adverse facts regarding, among other things, handpiece sales, procedure volumes, discounting practices and related financial guidance. The plaintiff seeks unspecified compensatory damages, reasonable costs and expenses, including counsel fees and expert fees and other relief. We believe that we have meritorious defenses and intend to defend the case vigorously.

On September 15, 2026, a shareholder derivative action was filed in the U.S. District Court for the Northern District of California, captioned Chen v. Zadno, et al., No. 5:26-cv-10492 (the “Derivative Action” and, together with the Securities Class Action, the “Litigation”). The Derivative Action complaint names certain current and former executive officers and members of our Board of Directors as defendants and names the Company as a nominal defendant. The complaint arises from substantially similar underlying allegations as the Securities Class Action and asserts claims for violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty and related state-law claims, and contribution under Sections 10(b) and 21D of the Exchange Act. The plaintiff seeks, among other relief, unspecified damages and restitution on behalf of the Company, corporate governance reforms, and attorneys’ and experts’ fees and expenses.
The Litigation is at an early stage, and we are unable to predict its outcome or reasonably estimate the amount or range of any potential loss. Failure to obtain a favorable resolution of this matter could have a material adverse effect on our business, results of operations or financial condition.

In addition, from time to time, we may be involved in legal proceedings arising in the ordinary course of its business. The ultimate outcome of any litigation is uncertain, and unfavorable outcomes could have a negative impact on our business, results of operations or financial condition. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.