Tax-withholding share sale for PepGen (PEPG) R&D executive

Rhea-AI Filing Summary

PepGen Inc. executive Paul Streck, EVP and Head of R&D, had 1,879 shares of common stock sold on March 4, 2026 at prices between $6.23 and $6.29. The footnote explains these shares were automatically sold by the company under a mandatory sell-to-cover provision to satisfy minimum tax withholding due on vested restricted stock units, and the sale is described as non-discretionary under a Rule 10b5-1 "binding contract". After these transactions, Streck directly holds 76,226 common shares.

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
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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^*

STRECK PAUL

(Last) (First) (Middle)

C/O PEPGEN INC.

321 HARRISON AVE., 8TH FL

(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)
	EVP, Head of R&D

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)		1,832	D	$6.23	76,273	D
Common Stock	03/04/2026		S(1)		47	D	$6.288	76,226	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).
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 (PEPG) report for Paul Streck?

PepGen reported that EVP and Head of R&D Paul Streck had 1,879 common shares sold on his behalf. The shares were sold to cover tax withholding obligations triggered by the vesting and settlement of restricted stock units, under a mandatory sell-to-cover arrangement.

Was Paul Streck’s PepGen (PEPG) share sale a discretionary trade?

The sale was not discretionary. The filing states the company automatically sold the shares under a mandatory sell-to-cover provision in the RSU agreement to satisfy minimum statutory tax withholding, under a Rule 10b5-1 "binding contract" arrangement rather than an elective open-market sale.

How many PepGen (PEPG) shares were sold and at what prices?

A total of 1,879 PepGen common shares were sold in two transactions. The shares were sold at prices of $6.23 and $6.288 per share, as part of an automatic sale to cover tax withholding obligations tied to restricted stock unit vesting.

How many PepGen (PEPG) shares does Paul Streck hold after the transaction?

After the tax-related share sales, Paul Streck directly holds 76,226 PepGen common shares. This post-transaction balance reflects the remaining equity position following the automatic sell-to-cover transactions associated with the vesting and settlement of his restricted stock units.

Why did PepGen (PEPG) automatically sell shares for Paul Streck?

The shares were automatically sold to cover minimum statutory tax withholding obligations. When Streck’s restricted stock units vested and settled, the award agreement required a mandatory sell-to-cover transaction, with the company selling shares on his behalf to satisfy those tax liabilities.

How is Rule 10b5-1 referenced in Paul Streck’s PepGen (PEPG) filing?

The footnote describes the RSU agreement as a "binding contract" consistent with the affirmative defense under Rule 10b5-1. This indicates the tax-related share sales followed a pre-established plan, supporting that the transactions were structured and not opportunistic discretionary trades.