Iovance insider: RSU vesting and tax-withholding reduce net shares to 105,409

Rhea-AI Filing Summary

Friedrich Graf Finckenstein, Chief Medical Officer of Iovance Biotherapeutics, reported changes in beneficial ownership on 09/02/2025. On that date 12,697 shares of common stock were acquired upon vesting of restricted stock units (RSUs). To satisfy mandatory tax withholding, the issuer withheld 6,448 shares at an indicated per-share tax withholding price of $2.19, leaving 105,409 shares reported as beneficially owned after the withholding.

Table II shows RSU activity: 3,907 and 8,790 RSUs were reported as vested under two grants, representing underlying common stock amounts reflected in the filing. The reporting person signed the Form 4 on 09/04/2025.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding; no new open-market sales reported.

The filing documents standard equity-compensation activity: vesting of RSUs on 09/02/2025 and share withholding to satisfy tax obligations. The transactions are recorded as acquisitions (vested shares issued) followed by a disposition representing withholding; the filing does not indicate any open-market sale or change in control. For governance review, this is a routine disclosure reflecting compensation realization rather than a liquidity-driven sale.

Compensation Analyst

TL;DR: Executive received vested RSUs; withholding reduced net share increase.

Two RSU grants produced vested shares totaling 12,697 on the reported date, while 6,448 shares were withheld for taxes at a noted price of $2.19 per share. The net increase in beneficial ownership after withholding is documented as 105,409 shares. The RSU schedule notes remaining unvested tranches that will vest quarterly, indicating ongoing scheduled compensation delivery rather than ad hoc awards.

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^*

GRAF FINCKENSTEIN FRIEDRICH

(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 Medical 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		12,697	A	$0	111,857	D
Common Stock(2)	09/02/2025		F		6,448	D	$2.19	105,409(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			3,907	(5)	(5)	Common stock	3,907	$0.00	7,813(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 the 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/ Friedrich Graf Finckenstein	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).
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FAQ

Who filed the Form 4 for IOVA?

The filing was made by Friedrich Graf Finckenstein, Chief Medical Officer of Iovance Biotherapeutics.

What transactions are reported on the 09/02/2025 Form 4 for IOVA?

The report shows 12,697 shares acquired upon RSU vesting and 6,448 shares withheld for taxes at $2.19 per share.

How many shares did the reporting person beneficially own after the transactions?

The Form 4 reports 105,409 shares of common stock beneficially owned following the transactions.

Did the Form 4 report any open-market sales by the reporting person?

No. The filing shows shares issued on vesting and shares withheld for taxes; it does not report any open-market sales.

Are there remaining unvested RSUs reported?

Yes. The filing notes remaining RSUs from grants (referenced as the March 2, 2023 and March 1, 2024 grants) that will vest in equal quarterly installments.