PepGen (PEPG) CEO share sale covers RSU tax withholding obligations

Rhea-AI Filing Summary

PepGen Inc. president and CEO James G. McArthur reported automatic sales of common stock tied to restricted stock units. On the transactions date, a total of 5,275 shares were sold at prices of $6.23 and $6.325 per share to cover minimum statutory tax withholding obligations, and he held 296,326 shares afterward. The filing states these sales were made under a mandatory sell-to-cover provision and did not represent discretionary trades.

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

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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^*

McArthur James G

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		5,144	D	$6.23	296,457	D
Common Stock	03/04/2026		S(1)		131	D	$6.325	296,326	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, as attorney-in-fact	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).
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FAQ

What insider transaction did PepGen (PEPG) disclose in this Form 4?

PepGen reported that president and CEO James G. McArthur sold 5,275 shares of common stock. These sales occurred in the open market at prices of $6.23 and $6.325 per share and were tied to the vesting and settlement of restricted stock units.

Why did PepGen (PEPG) CEO James McArthur sell 5,275 shares?

The 5,275 shares were sold automatically to satisfy minimum statutory tax withholding obligations from vested restricted stock units. The award agreement included a mandatory sell-to-cover provision, so the transactions were executed on his behalf rather than as discretionary open-market sales.

Were the PepGen (PEPG) CEO’s share sales discretionary trades?

No. The filing explains the sales were made under a mandatory sell-to-cover provision in the RSU award agreement. It describes the agreement as a binding contract consistent with the Rule 10b5-1 affirmative defense, meaning the transactions were pre-arranged rather than discretionary trading decisions.

How many PepGen (PEPG) shares does the CEO own after these transactions?

After completing the automatic tax-related sales, James G. McArthur beneficially owned 296,326 shares of PepGen common stock. This figure reflects his direct holdings following both reported transactions on the same date, as stated in the Form 4 ownership table.

What is the significance of Rule 10b5-1 in this PepGen (PEPG) Form 4?

The footnote states the RSU agreement constitutes a binding contract consistent with the Rule 10b5-1 affirmative defense. This indicates the sell-to-cover transactions were pre-established under a written plan, supporting that the reported sales do not represent opportunistic or discretionary trading activity by the CEO.