Inovio CEO exercises RSUs, covers taxes with shares

INOVIO PHARMACEUTICALS, INC.

Rhea-AI Filing Summary

INOVIO PHARMACEUTICALS, INC. Chief Executive Officer Jacqueline Elizabeth Shea reported routine equity compensation activity involving restricted stock units. On May 15, 2026, 17,744 restricted stock units were exercised into common shares as part of a 53,233-unit award that vested in three annual tranches.

In connection with this vesting and settlement, the issuer withheld 7,717 shares of common stock at $1.30 per share to satisfy Shea’s tax withholding obligations, rather than selling shares in the open market. Following these transactions, Shea directly held 95,031 shares of INOVIO common stock.

Insider Trade Summary

17,744 shares exercised/converted

Exercise 3 txns

Insider Shea Jacqueline Elizabeth

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	17,744	$0.00	$0.00
Exercise	Common Stock	17,744	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,717	$1.30	$10K

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 95,031 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 53,233 restricted stock units was as follows: 17,745 shares vested on May 15, 2024; 17,744 shares vested on May 15, 2025; and 17,744 shares vested on May 15, 2026. Vested restricted stock units could be settled in shares of common stock, cash or a combination of both.
2. F2. 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 and exercised: 17,744 units Shares withheld for taxes: 7,717 shares Withholding share price: $1.30 per share +2 more

5 metrics

RSUs vested and exercised 17,744 units Restricted stock units converted to common stock on May 15, 2026

Shares withheld for taxes 7,717 shares Common stock withheld at $1.30 per share for tax obligations

Withholding share price $1.30 per share Value applied to 7,717 shares withheld to satisfy taxes

Post-transaction holdings 102,748 shares Common stock directly held by CEO after RSU vesting and withholding

Original RSU award size 53,233 units Award vesting 17,745 units in 2024 and 17,744 units in 2025 and 2026

Key Terms

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

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.

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 schedule financial

"The vesting schedule for the 53,233 restricted stock units was as follows"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did INO CEO Jacqueline Shea report on May 15, 2026?

Jacqueline Shea reported vesting of restricted stock units and related tax withholding. 17,744 RSUs converted into common stock, and 7,717 shares were withheld by INOVIO PHARMACEUTICALS to cover tax obligations, leaving her with 102,748 directly held shares.

Did INO’s CEO sell shares in the open market in this Form 4 filing?

No, the filing shows tax withholding rather than open-market sales. INOVIO PHARMACEUTICALS withheld 7,717 shares at $1.30 each to satisfy Jacqueline Shea’s tax obligations tied to RSU vesting, a common administrative mechanism for equity compensation.

How many INOVIO (INO) restricted stock units vested for the CEO on May 15, 2026?

17,744 restricted stock units vested for the CEO on that date. This tranche is part of a 53,233-unit award with scheduled vesting of 17,745 units in 2024 and 17,744 units in both 2025 and 2026, each convertible into one share of common stock.

What are Jacqueline Shea’s INO share holdings after the reported transactions?

After the transactions, Jacqueline Shea directly held 102,748 INOVIO shares. This reflects RSU conversion into common stock, net of 7,717 shares withheld by the company to cover the associated tax liabilities from the vesting event.

How were INO CEO Jacqueline Shea’s tax obligations satisfied for the RSU vesting?

Tax obligations were satisfied through share withholding by INOVIO PHARMACEUTICALS. The company retained 7,717 shares of common stock, valued at $1.30 per share, in lieu of a cash payment for taxes linked to the RSU settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 04:08 PM EDT Learn about SEC filing dates

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^*

Shea Jacqueline Elizabeth

(Last) (First) (Middle)

660 W. GERMANTOWN PIKE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		M		17,744	A	(1)	102,748	D
Common Stock	05/15/2026		F		7,717(2)	D	$1.3	95,031	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)	05/15/2026		M			17,744	(1)	(1)	Common Stock	17,744	$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 53,233 restricted stock units was as follows: 17,745 shares vested on May 15, 2024; 17,744 shares vested on May 15, 2025; and 17,744 shares vested on May 15, 2026. Vested restricted stock units could 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/ Jacqueline E. Shea	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)