INOVIO (NASDAQ: INO) CSO logs RSU exercises and tax share withholding

Rhea-AI Filing Summary

INOVIO PHARMACEUTICALS, INC. Chief Scientific Officer Laurent Humeau reported several equity award-related transactions on February 26, 2026. He exercised restricted stock units into common stock in multiple tranches, including 5,010 and 7,366 units, each converting into an equal number of common shares at $0.00 per share.

In connection with these vesting and settlement events, the issuer withheld 2,064 and 3,034 common shares at a price of $1.79 per share to cover Mr. Humeau’s tax withholding obligations, as described in the footnotes. These are administrative equity award and tax-withholding transactions rather than open-market purchases or sales.

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^*

Humeau Laurent

(Last) (First) (Middle)

C/O INOVIO PHARMACEUTICALS, INC.

6769 MESA RIDGE RD.

(Street)

SAN DIEGO CA 92121

(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 Scientific 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)	37,632	D
Common Stock	02/26/2026		F		2,064(2)	D	$1.79	35,568	D
Common Stock	02/26/2026		M		7,366	A	(3)	42,934	D
Common Stock	02/26/2026		F		3,034(4)	D	$1.79	39,900	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	(3)	02/26/2026		M			7,366	(3)	(3)	Common Stock	7,366	$0	14,732	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. 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.

3. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 22,098 restricted stock units granted on February 27, 2025 was as follows: 7,366 shares vested on February 26, 2026; 7,366 shares will vest on February 26, 2027; 7,366 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.

4. 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 (3) herein.

Remarks:

	/s/ Laurent Humeau	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).
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.

FAQ

What insider transactions did INO Chief Scientific Officer Laurent Humeau report?

Laurent Humeau reported equity award-related transactions involving restricted stock units vesting and converting into common stock, plus share withholding for taxes. These Form 4 entries reflect compensation and tax mechanics, not open-market buying or selling of INOVIO PHARMACEUTICALS, INC. stock.

How many INO restricted stock units did Laurent Humeau have vest on February 26, 2026?

On February 26, 2026, 5,010 and 7,366 restricted stock units vested for Laurent Humeau, each unit representing a contingent right to receive one common share. These vestings stem from awards granted in February 2024 and February 2025 with multi‑year vesting schedules.

Were Laurent Humeau’s INO transactions open-market stock sales or purchases?

The transactions were not open-market sales or purchases. They reflect the exercise and settlement of restricted stock units into common shares and the issuer’s withholding of shares, at $1.79 per share, solely to satisfy Mr. Humeau’s tax withholding obligations on these vesting events.

Why did INOVIO withhold INO shares from Laurent Humeau on February 26, 2026?

INOVIO withheld 2,064 and 3,034 common shares from Laurent Humeau to satisfy his tax withholding obligations tied to the vesting and settlement of restricted stock unit awards. This method uses shares, rather than cash, to cover required tax liabilities arising from equity compensation.

What do INO’s restricted stock unit footnotes explain about Laurent Humeau’s awards?

The footnotes explain that each restricted stock unit equals one common share and outline vesting schedules for 15,029 units granted February 28, 2024 and 22,098 units granted February 27, 2025. They also state vested units can be settled in shares, cash, or a combination of both.