PepGen (NASDAQ: PEPG) CTO executes mandatory sell-to-cover RSU shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PepGen Inc. Chief Technical Officer Kasraian Kasra reported an automatic sale of 1,233 shares of Common Stock on May 21, 2026 at a weighted average price of $1.4107 per share, with individual trades ranging from $1.41 to $1.4541.
According to the disclosure, the shares were sold by the company under a mandatory sell-to-cover provision tied to vested restricted stock units, solely to satisfy minimum statutory tax withholding obligations. The filing states this sale was made under an RSU agreement treated as a binding contract consistent with the Rule 10b5-1 affirmative defense and does not represent a discretionary trade by the insider. Following the transaction, Kasraian Kasra directly holds 50,074 shares of PepGen common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,233 shares ($1,739)
Net Sell
1 txn
Insider
Kasraian Kasra
Role
Chief Technical Officer
Sold
1,233 shs ($2K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,233 | $1.4107 | $2K |
Holdings After Transaction:
Common Stock — 50,074 shares (Direct)
Footnotes (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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.41 to $1.4541, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range.
Key Figures
Shares sold: 1,233 shares
Weighted average sale price: $1.4107 per share
Post-transaction holdings: 50,074 shares
+1 more
4 metrics
Shares sold
1,233 shares
Automatic sell-to-cover on May 21, 2026
Weighted average sale price
$1.4107 per share
Common Stock sale linked to RSU tax withholding
Post-transaction holdings
50,074 shares
Common Stock held directly after the sale
Sale price range
$1.41–$1.4541 per share
Multiple transaction prices within reported weighted average
Key Terms
sell-to-cover, restricted stock units ("RSUs"), Rule 10b5-1, weighted average price
4 terms
sell-to-cover financial
"Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision"
Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.
restricted stock units ("RSUs") financial
"tax withholding obligations that became due upon the vesting and settlement of restricted stock units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 10b5-1 regulatory
"provided for in a RSU agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
FAQ
What insider transaction did PepGen (PEPG) report for Kasraian Kasra?
PepGen reported that Chief Technical Officer Kasraian Kasra had 1,233 shares of Common Stock sold on May 21, 2026, at a weighted average price of $1.4107 per share. The sale was linked to tax withholding on vested restricted stock units, not a discretionary trade.
Was the PepGen (PEPG) insider sale by Kasraian Kasra discretionary?
The filing states the sale was not discretionary. Shares were automatically sold by the company under a mandatory sell-to-cover provision in an RSU award agreement to cover minimum statutory tax withholding when RSUs vested, under a binding contract consistent with the Rule 10b5-1 affirmative defense.
How does Rule 10b5-1 relate to this PepGen (PEPG) insider sale?
The RSU agreement is described as a binding contract consistent with the affirmative defense under Rule 10b5-1. This means the terms for selling shares to cover taxes were pre-established, so the insider’s sale timing is treated as pre-arranged rather than an opportunistic market decision.