[Form 4] PDS Biotechnology Corporation Insider Trading Activity

Rhea-AI Filing Summary

PDS Biotechnology Corp. (PDSB) filed a Form 4 disclosing a new employee stock-option grant to Chief Medical Officer Kirk V. Shepard on 06/12/2025. The award covers 150,000 options to purchase common stock at an exercise price of $1.79 per share, equal to the market price on the grant date. The options expire on 06/12/2035.

• Vesting: 25 % (37,500 options) vests on 06/12/2026; the remaining 75 % vests in 36 equal monthly installments through 06/12/2029, contingent on continued service.
• Post-grant holdings: Shepard directly holds 150,000 derivative securities (options); no non-derivative share changes were reported.
• Purpose & impact: Routine incentive-based compensation intended to align the CMO’s interests with shareholders and aid retention. Potential dilution equals ~150,000 shares, a de-minimis fraction of typical outstanding shares for micro-cap biotech companies.

The filing involves no open-market purchase or sale of common stock, generates no immediate cash flow to the company, and does not alter current share count until exercised.

Positive

• Incentive alignment: Four-year vesting schedule ties CMO’s compensation to future share-price performance, promoting long-term value creation.
• Market-priced grant: Strike price matches prevailing market price, limiting immediate in-the-money benefit and supporting governance best practices.

Negative

• Future dilution: If fully exercised, 150,000 new shares will be issued, incrementally diluting existing holders, albeit by a very small amount.

Insights

Equity Compensation Analyst

TL;DR: Routine option grant; minimal dilution, aligns CMO incentives—neutral to slightly positive governance signal.

The 150k options at $1.79 strike add only a fraction of a percent to PDSB’s potential fully-diluted share count, so dilution risk is negligible. Vesting over four years promotes executive retention during pivotal clinical milestones. The at-market strike avoids preferential pricing concerns, supporting good governance. No insider sale accompanies the grant, implying confidence but offering limited insight into near-term fundamentals. Overall impact on valuation or liquidity is immaterial; nevertheless, long-term alignment of management and shareholders is modestly constructive.

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).

1. Name and Address of Reporting Person^*

Brown Spencer D.

(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)
	Senior VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024

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)	$5.87	02/28/2024		A		56,000		(1)	02/28/2034	Common Stock	56,000	$0	56,000	D
Employee Stock Option (Right to Buy)	$1.79	06/12/2025		A		150,000		(2)	06/12/2035	Common Stock	150,000	$0	150,000	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 February 28,2025, 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.

2. The option will vest over four years, as follows: 25% of the shares underlying the option will vest and become exercisable on June 12, 2026, 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/ Spencer Brown	07/25/2025
	** 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

How many options were granted to PDSB’s CMO?

150,000 employee stock options were granted on 06/12/2025.

What is the exercise price of the PDSB options?

Each option carries a $1.79 exercise price, equal to the grant-day market price.

When do the options vest?

25 % vests on 06/12/2026; the remaining 75 % vests in 36 equal monthly installments ending 06/12/2029.

When do the options expire?

All unexercised options expire on 06/12/2035.

Does this Form 4 involve any stock sales or purchases?

No. The filing reports only an acquisition of derivative securities (options); no common shares were bought or sold.

Will the grant dilute PDSB shareholders?

Only upon exercise; full exercise would add 150,000 shares, a minimal fraction of total shares outstanding.