Iovance Form 4: Interim CEO Vogt Reports RSU Vesting and Tax Withholding

Rhea-AI Filing Summary

Frederick G. Vogt, Interim CEO and General Counsel of Iovance Biotherapeutics (IOVA), reported transactions dated 09/02/2025 on a Form 4. The filing shows 52,086 shares of common stock acquired upon RSU vesting at no cash price and 22,127 shares withheld by the issuer to satisfy mandatory tax withholding at a reported withholding price of $2.19 per share. After these transactions the filing reports 456,690 shares beneficially owned following the vesting event and 434,563 shares remaining after the tax-withholding deduction. The filing also details newly vested restricted stock units (RSUs): 10,417 and 41,669, with resulting beneficial ownership figures shown in the form.

Positive

• Transactions are compensation-related vesting events, not open-market sales, indicating standard equity compensation processing
• Form 4 is signed and dated, showing timely reporting and compliance with Section 16 reporting requirements

Negative

• Mandatory tax withholding reduced net new shares delivered to the reporting person, lowering his incremental ownership from the gross vesting amount

Insights

Financial Analyst

TL;DR: Insider RSU vesting with shares withheld for taxes; routine disclosure with limited immediate market impact.

The Form 4 discloses scheduled RSU vesting for Frederick Vogt and issuer tax withholding satisfied via share retention rather than an open-market sale. The transactions are compensation-related equity events, increasing Vogt's direct holdings while reducing net share additions due to withholding. There is no indication of discretionary open-market sales or trades that would signal liquidity needs or a change in insider sentiment. Impact on outstanding share count is minor and consistent with routine executive compensation practices.

Corporate Governance Expert

TL;DR: Governance-compliant reporting of vested RSUs and tax-withholding; no governance red flags apparent.

The filing clearly states the nature of the transactions as vesting and tax withholding, and identifies Vogt's roles. The use of share withholding to satisfy tax obligations is a common administrative practice and the Form 4 appears complete with signature and dates. No indications of unusual transfer mechanisms, related-party transactions, or late reporting are present in the provided content.

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^*

Vogt Frederick G

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CEO & General Counsel

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		52,086	A	$0	456,690	D
Common Stock(2)	09/02/2025		F		22,127	D	$2.19	434,563(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			10,417	(5)	(5)	Common stock	10,417	$0.00	20,385(6)	D
Restricted Stock Units	(4)	09/02/2025		M			41,669	(5)	(5)	Common stock	41,669	$0.00	250,013(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/ Frederick G. Vogt	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 Frederick G. Vogt report on Form 4 for IOVA?

The filing reports RSU vesting on 09/02/2025, with 52,086 shares acquired on vesting and 22,127 shares withheld for taxes.

Was there an open-market sale reported by the insider in this Form 4?

No. The filing states shares were withheld by the issuer to satisfy tax withholding; it specifies this is not an open market sale.

How many shares does Vogt beneficially own after these reported transactions?

The Form 4 shows 456,690 shares beneficially owned following the vesting event and 434,563 shares after the tax-withholding deduction as reported.

What roles does the reporting person hold at Iovance (IOVA)?

The reporting person, Frederick G. Vogt, is identified as a Director and as an Officer, with the title Interim CEO & General Counsel.

What is the reported price related to the tax-withheld shares?

The filing lists a withholding price of $2.19 per share for the 22,127 shares withheld to satisfy taxes.