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INOVIO (NASDAQ: INO) CMO converts RSUs; 1,223 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INOVIO PHARMACEUTICALS, INC. Chief Medical Officer Michael John Sumner exercised restricted stock units into common shares as part of a compensation award. A total of 4,292 restricted stock units vested and converted into 4,292 shares of common stock on March 31, 2026.

Of these shares, 1,223 were withheld by the company at a price of $1.74 per share to cover tax obligations tied to the vesting and settlement. After these routine compensation-related transactions, Sumner directly holds 33,576 shares of INOVIO common stock.

Positive

  • None.

Negative

  • None.
Insider Sumner Michael John
Role Chief Medical Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 4,292 $0.00 --
Exercise Common Stock 4,292 $0.00 --
Tax Withholding Common Stock 1,223 $1.74 $2K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 34,799 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units vested 100% on March 31, 2026. 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 (1) herein.
RSUs vested and exercised 4,292 units/shares Restricted stock units vested 100% on March 31, 2026
Shares withheld for taxes 1,223 shares Common stock withheld to satisfy tax obligations
Tax withholding price $1.74 per share Price used for 1,223-share tax-withholding disposition
Shares held after transaction 33,576 shares Direct INOVIO common stock holdings post-Form 4
Derivative exercise shares 4,292 shares Exercise or conversion of derivative security (RSUs)
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholding obligations financial
"withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
vesting and settlement financial
"in connection with the vesting and settlement of the restricted stock unit award"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 PENNSYLVANIA 19462
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
INOVIO PHARMACEUTICALS, INC. [ INO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026M4,292A(1)34,799D
Common Stock03/31/2026F1,223(2)D$1.7433,576D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)03/31/2026M4,292 (1) (1)Common Stock4,292$00D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock. These restricted stock units vested 100% on March 31, 2026.
2. 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 (1) herein.
Remarks:
/s/ Michael John Sumner04/01/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did INO Chief Medical Officer Michael Sumner report?

Michael Sumner reported routine compensation-related activity: 4,292 restricted stock units vested and converted into 4,292 shares of INOVIO common stock, with a portion of those shares withheld by the company to satisfy tax obligations linked to the award’s vesting and settlement.

How many INO shares were withheld for taxes in this Form 4 filing?

The company withheld 1,223 INOVIO common shares at $1.74 per share to satisfy Michael Sumner’s tax withholding obligations arising from the vesting and settlement of his 4,292-share restricted stock unit award reported in the same Form 4 filing.

How many INO shares does Michael Sumner hold after these transactions?

Following the vesting, conversion, and related tax-withholding disposition, Michael Sumner directly holds 33,576 shares of INOVIO common stock. This figure reflects his position after 4,292 shares were issued and 1,223 of those shares were withheld by the issuer for tax purposes.

Were Michael Sumner’s INO transactions open-market buys or sales?

The Form 4 shows no open-market purchases or sales. Instead, it reports a derivative exercise of restricted stock units into 4,292 common shares and a tax-withholding disposition of 1,223 shares, which the issuer retained to satisfy Sumner’s tax obligations on the vested award.

What does the restricted stock unit vesting mean for INO’s Michael Sumner?

The vesting means Sumner’s 4,292 restricted stock units became fully earned on March 31, 2026, each converting into one common share. This increases his direct equity stake, though 1,223 of those shares were simultaneously withheld by INOVIO to cover associated tax liabilities.