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INOVIO (NASDAQ: INO) CMO vests RSUs and withholds shares for taxes

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

Rhea-AI Filing Summary

INOVIO PHARMACEUTICALS, INC. Chief Medical Officer Michael John Sumner reported routine equity compensation activity involving restricted stock units and related tax withholding.

On May 15, 2026, 2,385 restricted stock units were exercised into an equal number of common shares, and 680 common shares were withheld by the company to cover his tax withholding obligations. Following these transactions, he directly holds 35,961 shares of common stock. The filing notes that each restricted stock unit represented a contingent right to receive one share of common stock, and vested units could be settled in stock, cash, or a combination.

Positive

  • None.

Negative

  • None.
Insider Sumner Michael John
Role Chief Medical Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 2,385 $0.00 --
Exercise Common Stock 2,385 $0.00 --
Tax Withholding Common Stock 680 $1.30 $884.00
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock — 35,961 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 7,156 restricted stock units was as follows: 2,386 shares vested on May 15, 2024; 2,385 shares vested on May 15, 2025; and 2,385 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.
RSUs converted to shares 2,385 shares Restricted stock units converting into common stock on May 15, 2026
Shares withheld for taxes 680 shares Common shares withheld to satisfy tax obligations on May 15, 2026
Shares held after transactions 35,961 shares Directly held INOVIO common stock following reported transactions
Total RSU award size 7,156 units Restricted stock unit award vesting over three annual tranches
First RSU vesting tranche 2,386 units RSUs vested on May 15, 2024
Second and third RSU tranches 2,385 units each RSUs vested on May 15, 2025 and May 15, 2026
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
"transaction code description: 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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of common stock."
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)
05/15/2026		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 Stock05/15/2026M2,385A(1)35,961D
Common Stock05/15/2026F680(2)D$1.335,281D
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)05/15/2026M2,385 (1) (1)Common Stock2,385$00D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 7,156 restricted stock units was as follows: 2,386 shares vested on May 15, 2024; 2,385 shares vested on May 15, 2025; and 2,385 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/ Michael John Sumner05/18/2026
** 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 transactions did INO Chief Medical Officer Michael Sumner report?

Michael Sumner reported an RSU vesting and related tax withholding. On May 15, 2026, 2,385 restricted stock units converted into common shares, and 680 shares were withheld by INOVIO to satisfy his tax obligations tied to that vesting event.

Did the INO CMO’s Form 4 show open-market buying or selling of shares?

The Form 4 did not show open-market trades. It reflects 2,385 restricted stock units converting into common stock and 680 shares withheld by the issuer for tax obligations, a standard mechanism when equity awards vest and are settled in shares.

How many INOVIO (INO) shares does the CMO hold after these transactions?

After the reported May 15, 2026 transactions, Michael Sumner directly holds 35,961 shares of INOVIO common stock. This reflects the net position after 2,385 shares from RSU conversion and 680 shares withheld to cover associated tax withholding obligations on the vesting.

What restricted stock unit vesting schedule is described in the INO Form 4 footnotes?

The filing describes a 7,156-unit RSU award vesting in three tranches: 2,386 units on May 15, 2024, 2,385 units on May 15, 2025, and 2,385 units on May 15, 2026. Each unit represented a contingent right to receive one share of INOVIO common stock.

How were the INOVIO restricted stock units settled for the CMO on May 15, 2026?

The 2,385 restricted stock units vesting on May 15, 2026 were settled in INOVIO common stock. From these vested units, 680 shares were withheld by the issuer to satisfy Michael Sumner’s tax withholding obligations related to this equity award vesting and settlement.