PepGen (NASDAQ: PEPG) CTO executes mandatory sell-to-cover RSU shares

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.

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, null)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Kasraian Kasra

(Last) (First) (Middle)

C/O PEPGEN INC.

321 HARRISON AVE., 8TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02118

(City) (State) (Zip)

UNITED STATES

(Country)

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 Technical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/21/2026		S(1)		1,233	D	$1.4107(2)	50,074	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.

2. 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.

	/s/ Noel Donnelly, as attorney-in-fact	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

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 many PepGen (PEPG) shares did Kasraian Kasra sell and at what price?

Kasraian Kasra had 1,233 PepGen Common Stock shares sold at a weighted average price of $1.4107 per share. Footnotes explain the shares were sold in multiple trades, with prices ranging from $1.41 to $1.4541 per share, executed to satisfy tax obligations.

How many PepGen (PEPG) shares does Kasraian Kasra hold after this Form 4?

After the reported transaction, Kasraian Kasra directly holds 50,074 shares of PepGen Common Stock. This position reflects his remaining equity stake following the automatic sell-to-cover sale of 1,233 shares associated with the vesting and settlement of restricted stock units.

Why were PepGen (PEPG) shares sold under a sell-to-cover provision?

The shares were sold under a mandatory sell-to-cover provision in an RSU award agreement to satisfy minimum statutory tax withholding obligations upon RSU vesting. This mechanism avoids the insider needing to fund taxes in cash and is described as an automatic, non-discretionary sale by the company.

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.