INOVIO (NASDAQ: INO) CSO settles RSUs, shares withheld for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INOVIO PHARMACEUTICALS, INC. Chief Scientific Officer Laurent Humeau reported routine equity compensation activity involving restricted stock units. On May 15, 2026, 4,771 restricted stock units converted into common stock, and 1,712 shares were withheld by the company to cover tax obligations. Following these transactions, Humeau directly holds 42,959 shares of common stock.

Insider Trade Summary

4,771 shares exercised/converted

Mixed 3 txns

Insider Humeau Laurent

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,771	$0.00	--
Exercise	Common Stock	4,771	$0.00	--
Tax Withholding	Common Stock	1,712	$1.30	$2K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 44,671 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 14,313 restricted stock units was as follows: 4,771 shares vested on May 15, 2024; 4,771 shares vested on May 15, 2025; and 4,771 shares vested on May 15, 2026. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. 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.

Key Figures

RSUs vested: 4,771 units Shares withheld for taxes: 1,712 shares Shares held after transactions: 42,959 shares +3 more

6 metrics

RSUs vested 4,771 units Restricted stock units converting into common stock on May 15, 2026

Shares withheld for taxes 1,712 shares Withholding to satisfy tax obligations on RSU vesting

Shares held after transactions 42,959 shares Direct INOVIO common stock ownership following reported Form 4 activity

Original RSU award size 14,313 units Restricted stock units vesting in three equal annual installments

Tax-withholding disposition 1,712 shares at $1.30 Share value used to cover tax liability per transaction code F

Derivative exercise shares 4,771 shares Common stock acquired via RSU conversion (transaction code M)

Key Terms

Restricted Stock Unit, vesting schedule, tax withholding obligations, derivative security

4 terms

Restricted Stock Unit financial

"Each restricted stock unit represents a contingent right to receive one share of common stock."

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.

vesting schedule financial

"The vesting schedule for the 14,313 restricted stock units was as follows: 4,771 shares vested on May 15, 2024; 4,771 shares vested on May 15, 2025; and 4,771 shares vested on May 15, 2026."

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

tax withholding obligations financial

"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"

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.

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:06 PM

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

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^*

Humeau Laurent

(Last)

(First)

(Middle)

C/O INOVIO PHARMACEUTICALS, INC.

6769 MESA RIDGE RD.

(Street)

SAN DIEGO

CALIFORNIA

92121

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		M		4,771	A	⁽¹⁾	44,671	D
Common Stock	05/15/2026		F		1,712⁽²⁾	D	$1.3	42,959	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	05/15/2026		M			4,771	⁽¹⁾	⁽¹⁾	Common Stock	4,771	$0	0	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 14,313 restricted stock units was as follows: 4,771 shares vested on May 15, 2024; 4,771 shares vested on May 15, 2025; and 4,771 shares vested on May 15, 2026. 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.

Remarks:

	/s/ Laurent Humeau	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Laurent Humeau reported the vesting and settlement of 4,771 restricted stock units into common stock and a related withholding of 1,712 shares to cover tax obligations. These transactions are compensation-related rather than open-market buying or selling.

How many INOVIO (INO) restricted stock units vested for Laurent Humeau?

A tranche of 4,771 restricted stock units vested for Laurent Humeau, converting into an equal number of common shares. The award originally covered 14,313 units vesting in three equal installments on May 15 of 2024, 2025 and 2026.

Why were 1,712 INO shares withheld in Laurent Humeau’s Form 4 filing?

The 1,712 shares were withheld by INOVIO to satisfy Laurent Humeau’s tax withholding obligations tied to the vesting and settlement of restricted stock units. This withholding is a non-market disposition, not an open-market sale of shares by the insider.

How many INOVIO (INO) shares does Laurent Humeau hold after the reported transactions?

After the reported vesting and tax withholding transactions, Laurent Humeau directly holds 42,959 shares of INOVIO common stock. This figure reflects his updated ownership position following settlement of the restricted stock units and the share withholding for taxes.

What was the structure of Laurent Humeau’s INOVIO restricted stock unit award?

The award covered 14,313 restricted stock units, each representing a contingent right to one INOVIO common share. The vesting schedule was 4,771 units on May 15, 2024, 4,771 on May 15, 2025, and 4,771 on May 15, 2026, with settlement in stock, cash or both.

Do Laurent Humeau’s reported INOVIO transactions indicate open-market buying or selling?

No, the transactions consist of RSU vesting, share settlement and tax withholding, not open-market trades. The Form 4 codes show a derivative exercise/conversion and a tax-withholding disposition, which are standard mechanisms for equity compensation rather than discretionary stock purchases or sales.