34K PepGen (PEPG) options awarded for RA Capital-managed accounts

Rhea-AI Filing Summary

PepGen Inc. reported a compensation-related transaction involving an option grant linked to RA Capital-managed entities. An option over 34,000 shares of common stock was awarded at an exercise price of $1.79 per share, expiring on June 17, 2036.

The option will vest in full on the earlier of the first anniversary of the grant date or PepGen’s next annual stockholder meeting, subject to continued board service by Dr. Resnick. Under his arrangement with RA Capital, any net cash or stock from exercising the option will benefit RA Capital Healthcare Fund, RA Capital Nexus Fund II and a separately managed account, offsetting advisory fees, and the reporting persons disclaim beneficial ownership except for any pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund II, L.P., Kolchinsky Peter, Shah Rajeev M.

Role null | null | null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	34,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 34,000 shares (Indirect, See Footnotes)

Footnotes (1)

1. This option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Dr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Key Figures

Option grant size: 34,000 shares Exercise price: $1.79 per share Post-grant derivative holdings: 34,000 options +1 more

4 metrics

Option grant size 34,000 shares Stock Option (Right to Buy) covering common stock

Exercise price $1.79 per share Conversion or exercise price of option

Post-grant derivative holdings 34,000 options Total derivative shares following transaction

Expiration date June 17, 2036 Option expiration

Key Terms

Stock Option (Right to Buy), beneficial ownership, separately managed account, pecuniary interest, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

beneficial ownership financial

"disclaims beneficial ownership of any of the reported securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

separately managed account financial

"and a separately managed account (the "Account")"

A separately managed account (SMA) is a personalized investment portfolio owned by a single investor and run by a professional manager who buys and sells securities on that investor’s behalf. It matters to investors because an SMA offers tailored asset selection, tax handling, and transparency—like hiring a personal chef who prepares meals to your dietary needs rather than sharing a set menu—so you can align holdings with your goals and see exactly what you own.

pecuniary interest financial

"except to the extent of its or his respective pecuniary interest"

advisory fees financial

"which will offset advisory fees owed by the Fund"

Advisory fees are payments made to financial advisors or investment managers for guidance, portfolio management, or other services, typically charged as a fixed amount or a percentage of assets under management. They matter because they lower an investor’s net returns—like paying a mechanic to tune a car, you expect better performance, so investors weigh whether the cost is justified by higher returns, better risk control, or convenience.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/22/2026 - 04:32 PM Accepted by SEC EDGAR 06/22/2026 - 04:31 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PepGen Inc. [ PEPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	$1.79	06/18/2026		A		34,000		(1)	06/17/2036	Common Stock	34,000	$0	34,000	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

RA CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Healthcare Fund LP

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RA Capital Nexus Fund II, L.P.

(Last) (First) (Middle)

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kolchinsky Peter

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shah Rajeev M.

(Last) (First) (Middle)

C/O RA CAPITAL MANAGEMENT, L.P.

200 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02116

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the Issuer's next Annual Stockholder Meeting, provided, however, that all vesting shall cease if Dr. Resnick ceases to serve as a director, unless the Issuer's Board of Directors determines that the circumstances warrant continuation of vesting.

2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund"), RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"), and a separately managed account (the "Account"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.

3. Under Dr. Resnick's arrangement with the Adviser, Dr. Resnick holds the option for the benefit of the Fund, the Nexus Fund II and the Account. Dr. Resnick is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund, the Nexus Fund II, and the Account to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.

Remarks:

Joshua Resnick, a Partner of the Adviser, serves on the Issuer's board of directors.

	/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.	06/22/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.	06/22/2026
	/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.	06/22/2026
	/s/ Peter Kolchinsky, individually	06/22/2026
	/s/ Rajeev Shah, individually	06/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

PepGen reported a grant of a stock option linked to RA Capital-managed accounts. The derivative covers 34,000 shares of common stock and represents a compensation-related award rather than an open-market purchase or sale of PepGen shares.

How many PepGen (PEPG) shares are covered by the new stock option?

The new stock option covers 34,000 shares of PepGen common stock. These shares are only issuable if the option is exercised, and the grant is structured as a derivative security with its own vesting schedule and expiration date.

What are the key terms of the PepGen (PEPG) option grant?

The option has an exercise price of $1.79 per share and expires on June 17, 2036. It vests in full on the earlier of the first anniversary of the grant date or PepGen’s next annual stockholder meeting, assuming continued board service.

Who benefits economically from the PepGen (PEPG) option grant reported?

Under Dr. Resnick’s arrangement with RA Capital, any net cash or stock from exercising the option will be turned over to RA Capital. This offsets advisory fees owed by RA Capital Healthcare Fund, RA Capital Nexus Fund II and a separately managed account.

Do RA Capital and its principals claim beneficial ownership of these PepGen (PEPG) options?

RA Capital Management, its affiliated funds, and principals Dr. Peter Kolchinsky and Mr. Rajeev Shah disclaim beneficial ownership of the reported option. They acknowledge only any respective pecuniary interest they may have in the security, consistent with the disclosed arrangement.

Is the PepGen (PEPG) Form 4 transaction an open-market buy or sell of shares?

No, the filing shows a grant of a stock option, not an open-market share trade. The transaction is coded as an acquisition (grant or award) of a derivative security used for compensation, rather than a market purchase or sale of existing PepGen shares.