PepGen (PEPG) cuts executive stock option strike from $9.83 to $4.53

Rhea-AI Filing Summary

PepGen Inc. reported a change to stock option grants held by its Executive Vice President and Head of R&D. On November 4, 2025, the board approved a repricing of this officer’s outstanding stock options granted under PepGen’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 the prior higher exercise prices, such as $9.83, remaining in place if conditions are not met.

The lower exercise price applies only if the officer satisfies a specified retention period; otherwise, the original exercise price will continue to apply. One of the options described vests 25% on the one-year anniversary of its grant date, with the remaining 75% vesting in 36 equal monthly installments, contingent on continued service or employment with the company at 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^*

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)
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)	$9.83	11/04/2025		D(1)			202,816	08/19/2025(2)	08/18/2034	Common Stock	202,816	$0	40,000	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		202,816		08/19/2025(2)	08/18/2034	Common Stock	202,816	$0	202,816	D
Stock Option (Right to Buy)	$9.83	11/04/2025		D(1)			40,000	08/19/2025(2)	08/18/2034	Common Stock	40,000	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		40,000		08/19/2025(2)	08/18/2034	Common Stock	40,000	$0	242,816	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 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.
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FAQ

What change did PepGen (PEPG) disclose regarding executive stock options?

PepGen disclosed that on November 4, 2025, its board approved a repricing of certain outstanding stock options held by its Executive Vice President and Head of R&D, reducing the exercise price of eligible options to $4.53, with other terms generally unchanged aside from a retention condition.

Whose equity awards are affected in this PepGen (PEPG) Form 4 filing?

The filing relates to stock options held by an officer of PepGen who serves as Executive Vice President, Head of R&D.

What are the new and old exercise prices for the repriced PepGen (PEPG) options?

The exercise price of eligible stock options was reduced to $4.53, replacing higher prior exercise prices such as $9.83 if the retention condition is met.

Is the PepGen (PEPG) option repricing subject to any conditions?

Yes. The reduced $4.53 exercise price applies only if the reporting officer satisfies the applicable retention period; if not, the original exercise price will continue to apply.

How do the repriced PepGen (PEPG) stock options vest?

One option described vests 25% on the one-year anniversary of the grant date, with the remaining 75% vesting in 36 equal monthly installments, subject to continued service or employment on each vesting date.

Under which plans were the repriced PepGen (PEPG) options originally granted?

The repriced options were granted under PepGen’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan.

Are the PepGen (PEPG) option repricing transactions exempt under SEC rules?

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