Iovance Biotherapeutics (NASDAQ: IOVA) officer reports RSU vesting and tax withholding on Form 4

Rhea-AI Filing Summary

IOVANCE BIOTHERAPEUTICS, INC. (IOVA) reported a routine insider equity transaction involving its Chief Regulatory Officer. On 12/01/2025, restricted stock units (RSUs) covering 5,469 shares of common stock vested, and these shares were acquired at an exercise price of $0 as part of the equity award terms.

To cover mandatory tax withholding triggered by the RSU vesting, the company withheld 2,467 shares at a price of $2.23 per share, which was not an open market sale. After this withholding, the officer beneficially owned 215,859 shares of common stock directly. The filing also notes that 27,348 RSUs from the March 1, 2024 grant remain outstanding, scheduled to vest in equal quarterly installments, each RSU representing one share of 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^*

Puri Raj K.

(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 Regulatory Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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)	12/01/2025		M		5,469	A	$0	218,326	D
Common Stock(2)	12/01/2025		F		2,467	D	$2.23	215,859(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)	12/01/2025		M			5,469	(5)	(5)	Common stock	5,469	$0.00	27,348(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 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 1, 2024, but does not include any other RSUs held by such Reporting Person.

	/s/ Raj K. Puri	12/03/2025
	** 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 transaction did IOVANCE BIOTHERAPEUTICS (IOVA) report in this Form 4?

The Chief Regulatory Officer of IOVANCE BIOTHERAPEUTICS, INC. (IOVA) reported the vesting of restricted stock units (RSUs) covering 5,469 shares of common stock on 12/01/2025, with the underlying shares acquired at an exercise price of $0 as part of the equity award.

How many IOVA shares were withheld for taxes in this insider transaction?

The company withheld 2,467 shares of IOVANCE common stock at a price of $2.23 per share to satisfy mandatory tax withholding requirements related to the RSU vesting, and this withholding was explicitly stated as not an open market sale.

How many IOVANCE (IOVA) shares does the officer own after the reported Form 4 transaction?

Following the RSU vesting and tax withholding, the Chief Regulatory Officer beneficially owned 215,859 shares of IOVANCE common stock directly, as reported in the filing.

What are the terms of the remaining RSUs held by the IOVA officer?

The filing shows 27,348 restricted stock units (RSUs) remaining from the grant dated March 1, 2024. These RSUs are scheduled to vest in equal quarterly installments, with each RSU representing a contingent right to receive one share of IOVANCE common stock.

Does this IOVANCE Form 4 involve an open market sale of stock?

No. The filing states that the 2,467 shares were withheld by the issuer to satisfy mandatory tax withholding upon RSU vesting and clarifies that this is not an open market sale of securities.

What role does the reporting person hold at IOVANCE BIOTHERAPEUTICS (IOVA)?

The reporting person is identified as an officer of IOVANCE BIOTHERAPEUTICS, INC., serving as the company's Chief Regulatory Officer, and filed this Form 4 as a single reporting person.