PEPG Form 4: Oxford Science Enterprises Purchases 200,000 Shares; Section 16 Ends

Rhea-AI Filing Summary

Oxford Science Enterprises plc reported purchasing 200,000 shares of PepGen Inc. common stock on September 30, 2025 at $3.20 per share in the issuer's public offering. After the purchase, Oxford Science Enterprises beneficially owned 4,955,388 shares. The issuer disclosed there were 68,737,224 shares outstanding as of September 26, 2025, which means Oxford Science Enterprises no longer beneficially owns more than 10% of PepGen's common stock. As a result, Oxford Science Enterprises is no longer subject to Section 16 reporting obligations for PepGen common stock and indicated it will not file further Form 4 or Form 5 reports for these holdings.

Positive

• 200,000 shares purchased at $3.20 per share from the underwriters in the 2025 public offering
• Beneficial ownership now 4,955,388 shares, which falls below the 10% threshold reported by the issuer
• Reporting obligations under Section 16 end for Oxford Science Enterprises with respect to PepGen common stock

Negative

• None.

Insights

Financial Analyst

TL;DR: A 200,000-share purchase reduced a major holder below the 10% threshold, ending Section 16 reporting obligations.

Oxford Science Enterprises acquired 200,000 PepGen shares at $3.20 each from the underwriters in the public offering, bringing its beneficial ownership to 4,955,388 shares. With 68,737,224 shares outstanding reported, the holder falls below the 10% ownership threshold. This is a routine capital markets transaction that chiefly affects disclosure and reporting requirements rather than PepGen's capital structure or operations. No derivative positions or additional transactions are reported on this Form 4.

Corporate Governance Expert

TL;DR: Crossing below 10% removes Section 16 obligations, reducing transparent periodic insider reporting from this holder.

The filing documents a straightforward purchase in the issuer's public offering and explicitly states the consequence: Oxford Science Enterprises is no longer subject to Section 16 for PepGen common stock. The change alters the regulatory disclosure landscape because Form 4/Form 5 filings by this reporting person will cease for these shares. From a governance perspective, the ownership change is material only to disclosure practices, not to governance control or board composition based on the information provided.

Insider Trade Summary

Net Buyer: 200,000 shares ($640,000)

Net Buy 1 txn

Insider Oxford Science Enterprises plc

Role Insider

Bought 200,000 shs ($640K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	200,000	$3.20	$640K

Holdings After Transaction: Common Stock — 4,955,388 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Oxford Science Enterprises plc

(Last) (First) (Middle)

46 WOODSTOCK ROAD

(Street)

OXFORD X0 OX2 6HT

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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
Common Stock	09/30/2025		P		200,000	A	$3.2	4,955,388	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:

Remarks:

On September 30, 2025, Oxford Science Enterprises plc purchased 200,000 shares of Common Stock at a price of $3.20 per share from the underwriters in the Issuer's public offering (the "2025 Public Offering"), bringing the total number of shares of Common Stock beneficially owned by Oxford Science Enterprises plc to 4,955,388. On September 24, 2025, the Issuer disclosed in its prospectus supplement, dated September 24, 2025, filed with the SEC on September 25, 2025, that it had 68,737,224 shares of Common Stock outstanding as of September 26, 2025. Accordingly, Oxford Science Enterprises plc is no longer deemed to beneficially own more than 10% of the Issuer's Common Stock. Oxford Science Enterprises plc is no longer subject to Section 16 of the Exchange Act with respect to the Issuer's Common Stock, and therefore will no longer report any such transactions on Form 4 or Form 5.

	/s/ Jim Wilkinson	10/01/2025
	** 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 did Oxford Science Enterprises report on Form 4 for PepGen (PEPG)?

The report states Oxford Science Enterprises purchased 200,000 shares of PepGen common stock on September 30, 2025 at $3.20 per share.

How many PepGen shares does Oxford Science Enterprises beneficially own after the transaction?

After the purchase, Oxford Science Enterprises beneficially owned 4,955,388 shares of PepGen common stock.

Why is the 10% ownership threshold important in this filing?

The issuer reported 68,737,224 shares outstanding, so Oxford Science Enterprises' holdings are now below 10%, meaning it is no longer subject to Section 16 reporting for these shares.

Will Oxford Science Enterprises file future Form 4 or Form 5 reports for PepGen common stock?

The filing states Oxford Science Enterprises will no longer report

Did the Form 4 disclose any derivative positions or other transactions?

No. The Form 4 lists only a non-derivative purchase of common stock and includes no derivative securities or other transactions.