Is the share disposition in Frederick Vogt’s IOVA Form 4 an open-market sale?

The share disposition is not an open-market sale. The 6,638 shares of common stock were withheld by IOVANCE solely to satisfy mandatory tax-withholding obligations upon RSU vesting, as explicitly stated in the footnotes, rather than being sold into the market.

IOVANCE (NASDAQ: IOVA) interim CEO reports RSU vesting and tax-share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

IOVANCE BIOTHERAPEUTICS Interim CEO & General Counsel Frederick G. Vogt reported routine equity compensation activity involving restricted stock units (RSUs). On 2026-06-05, RSUs vested and were converted into 15,625 shares of common stock at a stated price of $0.00 per share.

To cover mandatory tax withholding on this vesting, 6,638 shares of common stock were withheld at $4.23 per share. After these transactions, Vogt directly held 562,492 shares of common stock and 109,382 RSUs, with each RSU representing a contingent right to receive one share and the remaining RSUs scheduled to vest in equal quarterly installments.

Insider Trade Summary

15,625 shares exercised/converted

Mixed 3 txns

Insider Vogt Frederick G

Role Interim CEO & General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	15,625	$0.00	--
Exercise	Common Stock	15,625	$0.00	--
Tax Withholding	Common Stock	6,638	$4.23	$28K

Holdings After Transaction: Restricted Stock Units — 109,382 shares (Direct, null); Common Stock — 569,130 shares (Direct, null)

Footnotes (1)

Represents such shares underlying the restricted stock units ("RSUs") which vested on the transaction date. 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. Represents common stock remaining after deducting the common stock withheld for taxes. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The remaining RSUs will vest in equal quarterly installments. Such aggregate number reflects the remainder of such RSUs granted on March 5, 2025, but does not include any other RSUs held by such Reporting Person.

Key Figures

RSUs vested: 15,625 shares Shares withheld for taxes: 6,638 shares Tax withholding price: $4.23 per share +3 more

6 metrics

RSUs vested 15,625 shares Restricted stock units converted to common stock on June 5, 2026

Shares withheld for taxes 6,638 shares Common stock withheld to satisfy mandatory tax withholding

Tax withholding price $4.23 per share Price used for tax-withholding share disposition

Common shares after transaction 562,492 shares Direct common stock holdings following Form 4 transactions

RSUs remaining after transaction 109,382 units Unvested RSUs remaining after June 5, 2026 vesting event

Derivative exercises 15,625 shares Exercise or conversion of RSUs recorded as derivative transaction

Key Terms

Restricted Stock Units, mandatory tax withholding requirements, contingent right, exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"The reporting person held Restricted Stock Units that vested on the transaction date."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

mandatory tax withholding requirements financial

"Shares were withheld by the issuer to satisfy the mandatory tax withholding requirements upon vesting of the RSUs."

contingent right financial

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

exercise or conversion of derivative security financial

"The transaction code description states it is an exercise or conversion of derivative security."

tax-withholding disposition financial

"The Form 4 characterizes one transaction as a tax-withholding disposition."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 05:03 PM

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^*

Vogt Frederick G

(Last)

(First)

(Middle)

C/O IOVANCE BIOTHERAPEUTICS, INC.

825 INDUSTRIAL ROAD, SUITE 100

(Street)

SAN CARLOS

CALIFORNIA

94070

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	06/05/2026		M		15,625	A	$0	569,130	D
Common Stock⁽²⁾	06/05/2026		F		6,638	D	$4.23	562,492⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	06/05/2026		M			15,625	⁽⁵⁾	⁽⁵⁾	Common stock	15,625	$0.00	109,382⁽⁶⁾	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 5, 2025, but does not include any other RSUs held by such Reporting Person.

	/s/ Frederick G. Vogt	06/09/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did IOVA interim CEO Frederick Vogt report on this Form 4?

Frederick Vogt reported RSU vesting that converted into common stock and a related tax-withholding share disposition. RSUs vested into 15,625 common shares, and 6,638 of those shares were withheld to satisfy mandatory tax obligations, with no open-market sale involved.

How many IOVA shares did Frederick Vogt acquire and how many were withheld for taxes?

RSU vesting gave Frederick Vogt 15,625 shares of IOVANCE common stock at a stated price of $0.00 per share. Of these, 6,638 shares were withheld by the company at $4.23 per share to cover mandatory tax-withholding requirements tied to the vesting.

What are Frederick Vogt’s IOVA holdings after these Form 4 transactions?

Following the reported transactions, Frederick Vogt directly holds 562,492 shares of IOVANCE common stock and 109,382 restricted stock units. The RSU balance reflects the remainder of a March 5, 2025 grant and will continue vesting in equal quarterly installments, according to the footnotes.

What does each IOVANCE restricted stock unit (RSU) reported by Frederick Vogt represent?

Each restricted stock unit represents a contingent right to receive one share of IOVANCE common stock. The RSUs vest over time, and upon vesting, they convert into an equivalent number of common shares, as shown by the 15,625 RSUs vesting into 15,625 shares on June 5, 2026.

How are Frederick Vogt’s remaining IOVA RSUs expected to vest after this Form 4?

The remaining RSUs are scheduled to vest in equal quarterly installments. The 109,382 RSUs shown after the transaction reflect the unvested remainder of a March 5, 2025 grant, and they will convert into common stock as each future quarterly vesting date occurs.