Iovance (NASDAQ: IOVA) CCO vests 120,000 PSUs, withholds shares for tax

Rhea-AI Filing Summary

IOVANCE BIOTHERAPEUTICS, INC. Chief Commercial Officer Daniel Gordon reported the vesting of performance-based restricted stock units after certain financial milestones were achieved. On February 24, 2026, 120,000 shares of common stock vested from previously granted PSUs, while 30,000 related PSUs were cancelled.

To cover mandatory tax withholding on the vesting, 34,165 shares of common stock were withheld by the company at a price of $3.78 per share, which is described as not being an open market sale. After these transactions, Gordon directly holds 139,381 shares of Iovance common stock.

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^*

Kirby Daniel Gordon

(Last) (First) (Middle)

C/O IOVANCE BIOTHERAPEUTICS, INC.

825 INDUSTRIAL ROAD, SUITE 100

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IOVANCE BIOTHERAPEUTICS, INC. [ IOVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		120,000(1)	A	$0	173,546	D
Common Stock	02/24/2026		F		34,165(2)	D	$3.78	139,381(3)	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 Units	(4)	02/24/2026		M			150,000	(5)	(5)	Common Stock	150,000	$0.00	0	D

Explanation of Responses:

1. Represents the number of shares of the Issuer's common stock underlying performance-based restricted stock units ("PSUs") that have been earned based on the level of achievement of certain financial milestones. The earned PSUs vested on February 24, 2026.

2. Represents shares withheld by the Issuer to satisfy the mandatory tax withholding requirements upon vesting of the PSUs. This is not an open market sale of securities.

3. Represents the common stock remaining after deducting the common stock withheld for taxes.

4. Each PSU represents a contingent right to receive one share of the Issuer's common stock.

5. On February 10, 2025, the Reporting Person was granted an award of up to 150,000 PSUs, which vests in the form of shares of the Issuer's common stock upon the achievement of certain financial milestones. On February 24, 2026, certain financial milestones were met, resulting in the vesting of the PSUs as to 120,000 of the underlying shares and the cancellation of the PSUs as to 30,000 of the underlying shares.

	/s/ Daniel Gordon Kirby	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did IOVA Chief Commercial Officer Daniel Gordon report?

Daniel Gordon reported the vesting of performance-based restricted stock units into common shares and a related tax withholding of shares. The filing shows equity compensation being settled in stock rather than an open-market trade, with remaining shares directly held after the withholding.

How many IOVA performance-based RSUs vested for Daniel Gordon on February 24, 2026?

120,000 shares of IOVANCE BIOTHERAPEUTICS common stock vested from performance-based restricted stock units on February 24, 2026. These PSUs were earned after achieving specified financial milestones, while an additional 30,000 related PSUs were cancelled for not meeting those milestones.

Were any IOVA shares sold on the open market in Daniel Gordon’s Form 4?

No open-market sale occurred; 34,165 shares were withheld by the company to satisfy mandatory tax withholding on vested PSUs. The filing explicitly states this withholding is not an open market sale of securities, reflecting a tax-related disposition only.

How many IOVA shares does Daniel Gordon own after these PSU vesting transactions?

After the vesting and tax withholding transactions, Daniel Gordon directly owns 139,381 shares of IOVANCE BIOTHERAPEUTICS common stock. This balance reflects the vested shares minus those withheld to cover tax obligations associated with the performance-based RSU award.

What were the original terms of Daniel Gordon’s IOVA performance-based RSU grant?

On February 10, 2025, Daniel Gordon received an award of up to 150,000 performance-based restricted stock units. These units were eligible to vest in common shares upon achieving specified financial milestones, ultimately resulting in 120,000 shares vesting and 30,000 PSUs being cancelled.

What does each IOVA PSU represent in Daniel Gordon’s equity award?

Each performance-based restricted stock unit in Daniel Gordon’s award represents a contingent right to receive one share of IOVANCE BIOTHERAPEUTICS common stock. The units convert into shares only when defined financial milestones are achieved and vesting conditions are satisfied.