PepGen (PEPG) CTO receives 135,000 options and 34,557 RSUs in grant

Rhea-AI Filing Summary

PepGen Inc. reported new equity awards for Chief Technical Officer Kasra Kasraian. On March 1, 2026, he received stock options for 135,000 shares at an exercise price of $0.00 per share and 34,557 restricted stock units, each representing one share of common stock upon vesting.

The RSUs vest in four equal annual installments starting on March 1, 2027, contingent on continued service. The option vests 25% on the one-year anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments, also conditioned on 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

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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^*

Kasraian Kasra

(Last) (First) (Middle)

C/O PEPGEN INC.

321 HARRISON AVE., 8TH FLOOR

(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 Technical Officer

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		34,557(1)	A	$0	51,307	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		135,000		(2)	02/29/2036	Common Stock	135,000	$0	135,000	D

Explanation of Responses:

1. Consists of 34,557 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 equity awards did PepGen (PEPG) grant to its CTO Kasra Kasraian?

Kasra Kasraian received stock options and RSUs. He was granted options for 135,000 shares of PepGen common stock at an exercise price of $0.00 per share and 34,557 restricted stock units, each convertible into one share upon vesting, subject to continued service conditions.

How do the 34,557 RSUs granted by PepGen (PEPG) to the CTO vest?

The 34,557 RSUs vest over four years. They vest in equal annual installments, with the first tranche vesting on March 1, 2027. Each annual vesting is conditioned on Kasra Kasraian’s continued service to PepGen on the applicable vesting date.

What is the vesting schedule for the 135,000 stock options granted by PepGen (PEPG)?

The 135,000 options vest over four years with monthly installments. Twenty-five percent vests on the one-year anniversary of the grant date. The remaining 75% vests in 36 equal monthly installments thereafter, conditioned on Kasra Kasraian’s continued service at each vesting date.

What is the exercise price of the PepGen (PEPG) stock options granted to the CTO?

The granted stock options have a stated price of $0.00 per share. The Form 4 shows 135,000 stock options with a transaction price per share of $0.0000, reflecting a compensatory grant rather than an open-market purchase transaction.

How many PepGen (PEPG) common shares does the CTO directly hold after these awards?

Direct holdings increased to 51,307 common shares. Following the March 1, 2026 grants, the Form 4 reports that Kasra Kasraian directly owns 51,307 shares of PepGen common stock, excluding the separate 135,000 stock options that were also awarded.

Are Kasra Kasraian’s PepGen (PEPG) equity awards dependent on continued service?

Yes, vesting is contingent on continued service. Both the RSUs and stock options vest only if Kasra Kasraian continues serving PepGen through each vesting date, as described in the award footnotes detailing annual and monthly vesting schedules.