PepGen (PEPG) CFO Noel Donnelly granted 300K options and 76,793 RSUs

Rhea-AI Filing Summary

PepGen Inc. reported that Chief Financial Officer Noel Donnelly received new equity awards. On March 1, 2026, he was granted a stock option for 300,000 shares at a price of $0.00 per share, classified as a grant or award acquisition. The option vests with 25% on the one-year anniversary of the grant date and the remaining 75% in 36 equal monthly installments, contingent on continued service.

On the same date, he also received 76,793 restricted stock units, each representing one share of common stock upon vesting. These RSUs vest in equal annual installments over four years starting March 1, 2027, subject to his continued service. Following these awards, his directly held common stock increased to 113,687 shares, which includes 11,938 shares acquired under the 2022 Employee Stock Purchase Plan on November 28, 2025.

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^*

Donnelly Noel

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		76,793(1)	A	$0	113,687(2)	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		300,000		(3)	02/29/2036	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. Consists of 76,793 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. Includes 11,938 shares acquired under the PepGen Inc. 2022 Employee Stock Purchase Plan on November 28, 2025 in a transaction that was exempt under Rule 16b-3(c).

3. 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	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) CFO Noel Donnelly receive?

PepGen CFO Noel Donnelly received a stock option for 300,000 shares and 76,793 restricted stock units. The option and RSUs were granted at no cost as compensation and vest over several years, subject to his continued service with the company.

How do Noel Donnelly’s new PepGen (PEPG) stock options vest?

The 300,000-share stock option vests 25% on the one-year anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments. All vesting is contingent on Noel Donnelly’s continued service to PepGen on each applicable vesting date.

What is the vesting schedule for Noel Donnelly’s PepGen (PEPG) RSUs?

The 76,793 restricted stock units vest in four equal annual installments. The first installment vests on March 1, 2027, with remaining installments each year thereafter, provided Noel Donnelly continues to serve PepGen on each vesting date.

How many PepGen (PEPG) shares does Noel Donnelly own after these transactions?

After the March 1, 2026 awards, Noel Donnelly directly holds 113,687 shares of PepGen common stock. This figure includes 11,938 shares previously acquired on November 28, 2025 under PepGen’s 2022 Employee Stock Purchase Plan.

Were Noel Donnelly’s PepGen (PEPG) equity awards open-market purchases?

No, the Form 4 classifies both transactions as grants or award acquisitions with a price of $0.00 per share. They represent compensation-based awards rather than open-market purchases, and vest over time based on his continued service with PepGen.