Inovio Pharmaceuticals (INO) CMO settles RSUs, reports tax share withholding

Rhea-AI Filing Summary

INOVIO PHARMACEUTICALS, INC. Chief Medical Officer Michael John Sumner reported vesting and settlement of previously granted restricted stock units into common stock. On February 26, 2026 he acquired 5,010 and 11,550 shares of common stock upon exercise or conversion of vested restricted stock units granted in 2024 and 2025, respectively. A total of 3,903 common shares were withheld by the company at a price of $1.79 per share to cover his tax obligations related to this vesting. Following these transactions, Sumner directly owned 30,507 shares of INOVIO common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sumner Michael John

(Last) (First) (Middle)

660 W. GERMANTOWN PIKE

SUITE 110

(Street)

PLYMOUTH MEETING PA 19462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INOVIO PHARMACEUTICALS, INC. [ INO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		M		5,010	A	(1)	22,860	D
Common Stock	02/26/2026		M		11,550	A	(2)	34,410	D
Common Stock	02/26/2026		F		3,903(3)	D	$1.79	30,507	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/26/2026		M			5,010	(1)	(1)	Common Stock	5,010	$0	5,009	D
Restricted Stock Unit	(2)	02/26/2026		M			11,550	(2)	(2)	Common Stock	11,550	$0	23,100	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 15,029 restricted stock units granted on February 28, 2024 was as follows: 5,010 shares vested on February 26, 2025; 5,010 shares vested on February 26, 2026; and 5,009 shares will vest on February 26, 2027. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

2. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 34,650 restricted stock units granted on February 27, 2025 was as follows: 11,550 shares vested on February 26, 2026; 11,550 shares will vest on February 26, 2027; 11,550 shares will vest on February 26, 2028. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

3. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (2) herein.

Remarks:

	/s/ Michael John Sumner	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did INO Chief Medical Officer Michael John Sumner report?

Michael John Sumner reported vesting and settlement of restricted stock units into common stock. On February 26, 2026 he acquired 5,010 and 11,550 common shares from RSU exercises, with some shares withheld to satisfy related tax obligations.

How many INO common shares did Michael John Sumner acquire from RSUs?

He acquired 5,010 and 11,550 INOVIO common shares from vested restricted stock units. These shares came from grants made in February 2024 and February 2025 and were settled at no cash exercise price per share in the reported transactions.

Why were some INO shares disposed of in Michael John Sumner’s Form 4?

The filing shows a disposition of 3,903 common shares coded as “F”, meaning tax-withholding. These shares were withheld by the issuer at $1.79 per share to satisfy Sumner’s tax obligations from the RSU vesting and settlement on February 26, 2026.

What is Michael John Sumner’s INO share ownership after these transactions?

After the reported RSU exercises and tax-withholding disposition, Michael John Sumner directly owned 30,507 shares of INOVIO common stock. This balance reflects all acquisitions from vested restricted stock units and the shares withheld by the company for tax purposes.

How do the INO restricted stock units held by Michael John Sumner vest?

The 15,029 RSUs granted February 28, 2024 vest in three annual installments of 5,010, 5,010 and 5,009 units. The 34,650 RSUs granted February 27, 2025 vest in three equal annual installments of 11,550 units, all subject to standard RSU settlement terms.