PepGen (PEPG) CEO receives major stock option and RSU grants

Rhea-AI Filing Summary

PepGen Inc.’s President and CEO James G. McArthur received new equity awards. On March 1, 2026, he was granted a stock option for 731,250 shares of PepGen common stock at an exercise price of $0.0000 per share, all held directly.

He also received 187,688 restricted stock units, each representing one share of common stock upon vesting. These RSUs vest in four equal annual installments starting on March 1, 2027, while the stock option vests 25% on the one-year anniversary of the grant date and the remaining 75% in 36 equal monthly installments, all subject to his continued service.

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

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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)
03/01/2026

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	03/01/2026		A		187,688(1)	A	$0	301,601	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
Stock Option (Right to Buy)	$6.22	03/01/2026		A		731,250		(2)	02/29/2036	Common Stock	731,250	$0	731,250	D

Explanation of Responses:

1. Consists of 187,688 restricted stock units ("RSUs"), each representing the contingent right to receive one share of Common Stock upon vesting. The RSUs vest in equal annual installments over four years, with the first installment vesting on March 1, 2027, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

2. This option shall vest and become exercisable as follows: 25% of the shares on the one-year anniversary of the Grant Date, with the remaining 75% vesting and becoming exercisable in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each such vesting date.

	/s/ Noel Donnelly, as attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PepGen (PEPG) disclose in this Form 4 filing for James G. McArthur?

PepGen reported that President and CEO James G. McArthur received new equity awards, including stock options and restricted stock units. These grants increase his direct equity-based compensation and are structured to vest over multiple years, aligning with continued service at the company.

How many stock options were granted to PepGen (PEPG) CEO James G. McArthur?

James G. McArthur was granted stock options covering 731,250 shares of PepGen common stock at an exercise price of $0.0000 per share. The options vest 25% after one year from the grant date, with the remaining 75% vesting in 36 equal monthly installments, contingent on ongoing service.

What restricted stock unit (RSU) award did PepGen (PEPG) grant to its CEO?

PepGen granted James G. McArthur 187,688 restricted stock units, each tied to one share of common stock. The RSUs vest in four equal annual installments, beginning on March 1, 2027, and each vesting event requires his continued service with the company on the applicable date.

How do the vesting terms work for James G. McArthur’s stock options at PepGen (PEPG)?

The stock option for 731,250 shares vests 25% on the one-year anniversary of the grant date. The remaining 75% vests in 36 equal monthly installments thereafter, with each vesting event dependent on James G. McArthur’s continued service to PepGen on those dates.

How do the RSUs granted to PepGen (PEPG) CEO align with long-term retention?

The 187,688 RSUs vest annually over four years starting March 1, 2027, encouraging long-term retention. Each tranche requires that James G. McArthur remain in service through the applicable vesting date, tying compensation to sustained leadership at PepGen.

Is James G. McArthur’s ownership in PepGen (PEPG) direct following these Form 4 transactions?

Yes. The Form 4 shows both the stock options and the restricted stock units held as direct ownership. There are no footnotes indicating indirect ownership through entities or any disclaimer of beneficial ownership in connection with these specific equity awards.