PepGen (PEPG) CFO’s 2,084-share automatic sale covers RSU tax withholding

Rhea-AI Filing Summary

PepGen Inc. Chief Financial Officer Noel Donnelly had a total of 2,084 shares of common stock automatically sold on March 4, 2026 in open-market transactions at prices of $6.23 and $6.325 per share. According to the disclosure, these mandatory sell-to-cover trades were executed by the company to satisfy minimum statutory tax withholding due upon vesting and settlement of restricted stock units under a pre-existing Rule 10b5-1 compliant agreement, rather than as discretionary sales by the executive. Following these transactions, Donnelly directly holds 111,603 shares of PepGen 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

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^*

Donnelly Noel

(Last) (First) (Middle)

321 HARRISON AVE., 8TH FLOOR

C/O PEPGEN INC.

(Street)

BOSTON MA 02118

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PepGen Inc. [ PEPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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
Common Stock	03/04/2026		S(1)		2,032	D	$6.23	111,655	D
Common Stock	03/04/2026		S(1)		52	D	$6.325	111,603	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

Explanation of Responses:

1. Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of restricted stock units ("RSUs"). The mandatory sale of the Reporting Person's shares was provided for in a RSU agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 and the sale does not represent a discretionary trade by the Reporting Person.

	/s/ Noel Donnelly	03/06/2026
	** 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.
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FAQ

What insider transaction did PepGen (PEPG) report for its CFO?

PepGen reported that CFO Noel Donnelly had 2,084 common shares automatically sold in open-market transactions. These trades covered minimum statutory tax withholding triggered by vesting and settlement of restricted stock units, under a pre-existing Rule 10b5-1 compliant agreement.

Were Noel Donnelly’s PepGen (PEPG) share sales discretionary trades?

No, the sales were not discretionary trades by Noel Donnelly. The filing states the company automatically sold shares under a mandatory sell-to-cover provision in the RSU award agreement to meet tax withholding obligations upon vesting and settlement of restricted stock units.

At what prices were PepGen (PEPG) shares sold for the CFO’s tax withholding?

The automatic sell-to-cover transactions for Noel Donnelly’s tax withholding occurred at prices of $6.23 and $6.325 per PepGen common share. These open-market sales were executed pursuant to the RSU agreement’s mandatory sell-to-cover provision described in the disclosure.

How many PepGen (PEPG) shares does CFO Noel Donnelly hold after these transactions?

After the automatic sell-to-cover transactions, CFO Noel Donnelly directly holds 111,603 shares of PepGen common stock. This figure reflects his updated direct ownership immediately following the March 4, 2026 open-market sales executed for tax withholding.

What is a mandatory sell-to-cover provision like PepGen (PEPG) used for here?

A mandatory sell-to-cover provision automatically sells a portion of vested equity to cover required taxes. In this case, PepGen sold shares on behalf of CFO Noel Donnelly to satisfy minimum statutory tax withholding due when his restricted stock units vested and settled.