Iovance (IOVA) Form 4: Insider RSU Vesting and Tax-Withholding Details

Rhea-AI Filing Summary

Igor Bilinsky, Chief Operating Officer of Iovance Biotherapeutics (IOVA), reported equity changes on 09/02/2025. Restricted stock units (RSUs) vested that day, resulting in the acquisition of 12,306 common shares (recorded as Code M) at no cash price. To satisfy mandatory tax withholding on the vesting, the issuer withheld 6,250 shares (recorded as Code F) at a price of $2.19 per share rather than an open-market sale, leaving 99,689 shares beneficially owned after the transactions. The filing also lists vested RSU components of 3,516 and 8,790 underlying common shares, with remaining RSU schedules described in the explanatory notes.

Positive

• RSUs vested as scheduled, reflecting planned compensation realization
• Tax withholding was handled via share withholding, explicitly noted as not an open-market sale
• Full Section 16 disclosure provided by the COO with transaction codes and explanatory notes

Negative

• Beneficial share count decreased from withholding for taxes, leaving 99,689 shares
• Filing shows compensation expense realization, which could marginally increase share count outstanding when RSUs settle

Insights

Financial Analyst

TL;DR: Routine insider RSU vesting and tax withholding; no open-market sale and no material change to control.

The Form 4 discloses scheduled RSU vesting for the COO that produced 12,306 newly vested shares and an issuer share-withholding of 6,250 shares to cover taxes at $2.19 per share. This is a common administrative outcome of equity compensation programs and does not reflect voluntary cash sales by the insider. The net beneficial holding post-transactions is 99,689 shares. For investors, this is informational about insider compensation mechanics rather than a signal of opportunistic selling.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting rules; vesting and withholding are properly documented.

The filing documents compliance with required reporting: identification of reporting person, relationship to issuer (COO), transaction dates, codes, and explanatory notes clarifying withholding as tax settlement rather than market sales. The inclusion of remaining RSU schedules and explicit counts supports transparency in executive compensation realization. No indications of undisclosed arrangements or deviations from standard practice are present in the filing.

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^*

BILINSKY IGOR

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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(1)	09/02/2025		M		12,306	A	$0	105,939	D
Common Stock(2)	09/02/2025		F		6,250	D	$2.19	99,689(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)	09/02/2025		M			3,516	(5)	(5)	Common stock	3,516	$0.00	7,033(6)	D
Restricted Stock Units	(4)	09/02/2025		M			8,790	(5)	(5)	Common stock	8,790	$0.00	52,738(7)	D

Explanation of Responses:

1. Represents such shares underlying the restricted stock units ("RSUs") which vested on the transaction date.

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

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

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

5. The remaining RSUs will vest in equal quarterly installments.

6. Such aggregate number reflects the remainder of such RSUs granted on March 2, 2023, but does not include any other RSUs held by such Reporting Person.

7. Such aggregate number reflects the remainder of such RSUs granted on March 1, 2024, but does not include any other RSUs held by such Reporting Person.

	/s/ Igor Bilinsky	09/04/2025
	** 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 transactions did IOVA insider Igor Bilinsky report on Form 4?

The filing reports RSU vesting on 09/02/2025 that resulted in 12,306 shares acquired and 6,250 shares withheld for taxes.

How many shares did Igor Bilinsky own after the reported transactions?

The Form 4 shows 99,689 shares beneficially owned following the reported transactions.

Were the withheld shares sold on the open market?

No; the explanatory notes state the 6,250 shares were withheld by the issuer to satisfy mandatory tax withholding, not sold in the market.

What price is listed for the tax-withheld shares?

The Form 4 lists a price of $2.19 per share for the shares withheld to satisfy taxes.

What is the reporting person’s role at IOVA?

The reporting person, Igor Bilinsky, is identified as the Chief Operating Officer of Iovance Biotherapeutics.