PepGen (PEPG) cuts CFO stock option strike prices to $4.53

Rhea-AI Filing Summary

PepGen Inc. disclosed that its Board of Directors approved a repricing of the Chief Financial Officer’s outstanding stock options on November 4, 2025. Several existing stock option grants with exercise prices of $10.88, $12, $15.25, and $16.62 were canceled and replaced with options at a new exercise price of $4.53, while keeping other terms the same. The reduced exercise price applies only if the CFO satisfies an applicable retention period; otherwise, the original higher exercise prices will continue to apply.

The affected options cover multiple grants under PepGen’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan, with expirations between November 10, 2031 and February 28, 2034. The filing notes that one grant vests over four years from an October 15, 2021 vesting start date, and others vest 25% after one year with the balance vesting in 36 equal monthly installments, all contingent on continued service.

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^*

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)
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)	$10.88	11/04/2025		D(1)			203,339	(2)	11/10/2031	Common Stock	203,339	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		203,339		(2)	11/10/2031	Common Stock	203,339	$0	203,339	D
Stock Option (Right to Buy)	$12	11/04/2025		D(1)			169,037	(3)	05/05/2032	Common Stock	169,037	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		169,037		(3)	05/05/2032	Common Stock	169,037	$0	169,037	D
Stock Option (Right to Buy)	$15.25	11/04/2025		D(1)			144,000	(3)	02/28/2033	Common Stock	144,000	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		144,000		(3)	02/28/2033	Common Stock	144,000	$0	144,000	D
Stock Option (Right to Buy)	$16.62	11/04/2025		D(1)			144,000	(3)	02/28/2034	Common Stock	144,000	$0	0	D
Stock Option (Right to Buy)	$4.53	11/04/2025		A(1)		144,000		(3)	02/28/2034	Common Stock	144,000	$0	144,000	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 (October 15, 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 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 insider transaction did PepGen (PEPG) report in this Form 4?

PepGen reported a Board-approved repricing of its Chief Financial Officer’s outstanding stock options, replacing several higher exercise prices with a new exercise price of $4.53 while keeping other terms the same, subject to a retention condition.

Whose stock options were repriced in the PepGen (PEPG) filing?

The stock options belong to PepGen’s Chief Financial Officer, who is identified as an officer and the sole reporting person on this Form 4.

What was the new exercise price set for the repriced PepGen (PEPG) stock options?

The filing states that the exercise price of eligible options was reduced to $4.53, replacing prior exercise prices such as $10.88, $12, $15.25, and $16.62 for the affected grants.

Are the repriced PepGen (PEPG) options subject to any retention requirements?

Yes. The reduced $4.53 exercise price is available only if the reporting person satisfies the applicable retention period; otherwise, the original higher exercise price will continue to apply.

Which PepGen (PEPG) equity plans are involved in the option repricing?

The repricing applies to outstanding options granted under PepGen’s 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan.

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

One option grant vests over four years from an October 15, 2021 vesting commencement date, with 25% vesting after one year and the rest in 36 monthly installments, while other grants vest 25% after one year with the balance also in 36 monthly installments, all subject to continued service.

What are the expiration dates of the repriced PepGen (PEPG) stock options?

The affected stock options have expiration dates ranging from November 10, 2031 to February 28, 2034, as listed for the individual option grants.