[Form 4] PepGen Inc. Insider Trading Activity

Rhea-AI Filing Summary

PepGen Inc. reported a change to its President and CEO’s stock option grants. On November 4, 2025, the board approved a repricing of the executive’s outstanding stock options granted under the company’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan. The exercise price of eligible options was reduced to $4.53, while all other terms of the options remain the same, except that the lower exercise price applies only if the executive satisfies a required retention period; otherwise, the original higher exercise prices will continue to apply.

The affected options, which are rights to buy PepGen common stock, generally vest over four years. For these grants, 25% of the shares vest on the first anniversary of the applicable vesting commencement or grant date, with the remaining shares vesting in 36 equal monthly installments, subject to continued service or employment on each vesting date.

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)
11/04/2025

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

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)	$8.96	11/04/2025		D(1)			352,705	(2)	09/05/2031	Common Stock	352,705	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		352,705		(2)	09/05/2031	Common Stock	352,705	$0	352,705	D
Stock Option (Right to Buy)	$8.96	11/04/2025		D(1)			40,815	(3)	09/05/2031	Common Stock	40,815	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		40,815		(3)	09/05/2031	Common Stock	40,815	$0	40,815	D
Stock Option (Right to Buy)	$8.96	11/04/2025		D(1)			40,815	(4)	09/05/2031	Common Stock	40,815	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		40,815		(4)	09/05/2031	Common Stock	40,815	$0	40,815	D
Stock Option (Right to Buy)	$11.23	11/04/2025		D(1)			40,815	(5)	03/06/2032	Common Stock	40,815	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		40,815		(5)	03/06/2032	Common Stock	40,815	$0	40,815	D
Stock Option (Right to Buy)	$12	11/04/2025		D(1)			466,095	(6)	05/05/2032	Common Stock	466,095	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		466,095		(6)	05/05/2032	Common Stock	466,095	$0	466,095	D
Stock Option (Right to Buy)	$15.25	11/04/2025		D(1)			275,000	(6)	02/28/2033	Common Stock	275,000	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		275,000		(6)	02/28/2033	Common Stock	275,000	$0	275,000	D
Stock Option (Right to Buy)	$16.62	11/04/2025		D(1)			300,000	(6)	02/28/2034	Common Stock	300,000	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		300,000		(6)	02/28/2034	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. On November 4, 2025, the Issuer's Board of Directors approved a repricing of the Reporting Person's outstanding stock options granted under the Issuer's 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan. The exercise price of eligible options was reduced to $4.53, with all other terms unchanged except that the reduced exercise price is available only if the Reporting Person satisfies the applicable retention period; otherwise, the original exercise price will apply. The transactions reported herein are exempt pursuant to Rules 16b-6(d) and 16b-3 under the Securities Exchange Act of 1934.

2. This stock option vests over four years following the vesting commencement date (September 6, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

3. This stock option vests over four years following the vesting commencement date (September 17, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

4. This stock option vests over four years following the vesting commencement date (October 6, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

5. This stock option vests over four years following the vesting commencement date (March 7, 2022) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.

6. This option shall vest as follows: twenty-five percent (25%) on the one-year anniversary of the Grant Date and the remainder vesting in thirty-six (36) equal monthly installments, subject to the option recipient's continued service or employment with the Company on each applicable vesting date.

	/s/ Noel Donnelly, as attorney-in-fact	12/18/2025
	** 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.

FAQ

What insider transaction did PepGen Inc. (PEPG) report in this Form 4?

The filing reports that PepGen’s President and CEO, who is also a director, had multiple existing stock option grants repriced by the board on November 4, 2025, with eligible options’ exercise prices reduced to $4.53 per share.

Which PepGen (PEPG) stock option plans were affected by the repricing?

The repricing applies to the reporting person’s outstanding options granted under PepGen’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan, as approved by the company’s board of directors.

What is the new exercise price of the PepGen CEO’s repriced stock options?

The exercise price of the reporting person’s eligible outstanding stock options was reduced to $4.53 per share, with all other option terms remaining unchanged except for the added retention condition.

Is the lower $4.53 exercise price for PepGen (PEPG) options subject to conditions?

Yes. The reduced $4.53 exercise price is available only if the reporting person satisfies the applicable retention period; if that condition is not met, the original higher exercise prices will apply.

How do the repriced PepGen stock options vest for the reporting person?

For the referenced grants, PepGen’s options generally vest over four years: 25% of the shares vest on the first anniversary of the vesting commencement or grant date, and the remaining shares vest in 36 equal monthly installments, subject to continued service or employment.

Are the PepGen CEO’s repriced stock options exempt under SEC rules?

The transactions are stated to be exempt pursuant to Rules 16b-6(d) and 16b-3 under the Securities Exchange Act of 1934.