PDS Biotechnology (PDSB) CMO receives grant of 300,000 stock options

Rhea-AI Filing Summary

PDS Biotechnology Corp reported that Chief Medical Officer Kirk V. Shepard acquired an employee stock option covering 300,000 shares of common stock. The option was granted as a derivative security and is held directly after the transaction.

According to the vesting terms, 25% of the underlying shares will vest and become exercisable on January 12, 2027. The remaining 75% will vest in 36 equal monthly installments after that date, contingent on Dr. Shepard’s continued service with the company through each vesting date.

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^*

Shepard Kirk V.

(Last) (First) (Middle)

C/O PDS BIOTECHNOLOGY CORPORATION

303A COLLEGE ROAD EAST

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PDS Biotechnology Corp [ PDSB ]

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)
01/12/2026

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

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
Employee Stock Option (Right to Buy)	$0.98	01/12/2026		A		300,000		(1)	01/12/2036	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on January 12, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date.

	/s/ Kirk V. Shepard	03/03/2026
	** 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.

FAQ

What insider transaction did PDSB report for Chief Medical Officer Kirk V. Shepard?

PDS Biotechnology reported a grant of employee stock options to Chief Medical Officer Kirk V. Shepard covering 300,000 shares. These options were acquired as a derivative award and are held directly following the transaction, reflecting an equity-based component of his compensation package.

How many PDSB shares are covered by Kirk V. Shepard’s new stock option grant?

The new employee stock option grant to Kirk V. Shepard covers 300,000 shares of PDS Biotechnology common stock. This grants the right to buy those shares in the future, subject to vesting conditions tied to his continued service with the company over several years.

What is the vesting schedule for Kirk V. Shepard’s PDSB stock options?

The option vests over four years. Twenty-five percent of the underlying shares will vest and become exercisable on January 12, 2027, with the remaining 75% vesting in 36 equal monthly installments thereafter, conditioned on his continued service through each vesting date.

Is Kirk V. Shepard’s PDSB stock option grant fully exercisable immediately?

No, the grant is not fully exercisable immediately. Only 25% of the shares will vest and become exercisable on January 12, 2027, while the remaining 75% vest in equal monthly installments over the following 36 months, assuming ongoing service with PDS Biotechnology.

How is Kirk V. Shepard’s ownership reported after the PDSB option grant?

After the transaction, Form 4 reports that Kirk V. Shepard directly holds 300,000 employee stock options. These are derivative securities giving future purchase rights, with exercisability phased in over time according to the specified four-year vesting schedule tied to his continued employment.

What transaction code was used for Kirk V. Shepard’s PDSB option award?

The transaction used code “A,” indicating a grant, award, or other acquisition of derivative securities. This reflects that the stock options were granted to Kirk V. Shepard as part of compensation, rather than purchased or sold in an open-market transaction.