Precigen Insider Report: 17.4M Conversion and 5M Share Sales by R.J. Kirk
Rhea-AI Filing Summary
Randal J. Kirk, a director and 10% owner of Precigen, Inc. (PGEN), reported multiple transactions in mid-September 2025. On 09/17/2025 the reporting person received 25,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock sold in a private placement, convertible into 17,385,257 common shares at a conversion mechanism described in the agreement. On 09/18/2025 and 09/19/2025 the reporting person (through entities he controls) sold a total of 5,000,252 common shares: 1,403,360 shares at a weighted average price of $3.86 and 3,596,892 shares at a weighted average price of $3.68. The filing lists multiple entities controlled by Mr. Kirk that hold beneficial ownership interests and disclaims direct beneficial ownership except for pecuniary interest.
Positive
- Conversion event documented: 25,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock converted into 17,385,257 common shares (reported 09/17/2025).
- Full disclosure of sale prices: Weighted-average sale price ranges provided and offering footnotes commit to provide breakdowns on request.
Negative
- Significant dispositions: Reported sales of 1,403,360 shares on 09/18/2025 and 3,596,892 shares on 09/19/2025, totaling 5,000,252 shares.
- Concentrated beneficial ownership: Numerous related entities are listed as holding shares indirectly, which may complicate clear ownership attribution.
Insights
TL;DR: Director Randal J. Kirk converted preferred stock into 17.4M common shares and sold ~5.0M shares across two days.
The Form 4 documents a private-placement conversion event tied to Series A Preferred Stock that resulted in 17,385,257 common shares credited to the R.J. Kirk Declaration of Trust on 09/17/2025, followed by open-market disposition of 1,403,360 shares on 09/18/2025 and 3,596,892 shares on 09/19/2025 at weighted average prices of $3.86 and $3.68, respectively. The disclosure also enumerates numerous affiliated entities through which Mr. Kirk may be deemed to beneficially own shares. For investors monitoring insider activity, this is a material insider conversion plus partial sell-down, fully documented in the filing.
TL;DR: Filing shows a director’s large conversion and subsequent sales; beneficial ownership is held across many related entities.
The report clearly attributes control of multiple entities (e.g., Kapital Joe, Third Security, Sunset 2020) to Randal J. Kirk and lists indirect holdings by each. The form discloses the terms of the Preferred Stock sale from December 27, 2024 and that shareholder approval for conversion was obtained on June 26, 2025. The reporting person explicitly disclaims beneficial ownership beyond pecuniary interest where applicable. This filing adheres to Section 16 reporting requirements and supplies weighted-average sale price ranges in footnotes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 3,596,892 | $3.68 | $13.24M |
| Sale | Common Stock | 1,403,360 | $3.86 | $5.42M |
| Exercise | 8.00% Series A Convertible Perpetual Preferred Stock | 25,000 | $0.00 | -- |
| Exercise | Common Stock | 17,385,257 | $0.00 | -- |
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Footnotes (1)
- On December 27, 2024, the issuer entered into a Securities Purchase Agreement with certain existing and new investors, including R.J. Kirk Declaration of Trust ("R.J. Kirk DOT"), pursuant to which the issuer agreed to sell its 8.00% Series A Convertible Perpetual Preferred Stock (the "Preferred Stock") in a private placement transaction. The Preferred Stock was convertible into shares of common stock of the issuer (i) at the option of the holder at anytime on or after the later of the six-month anniversary of the issue date and the date on which the issuer has, among other things, obtained shareholder approval, which shareholder approval was obtained on June 26, 2025 and (ii) at an initial conversion price of approximately $1.125 per share, which conversion price was subject to upward adjustment based on the valuation of the common stock from time to time. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.78 to $3.95, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.63 to $3.79, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4. Randal J. Kirk controls each of R.J. Kirk DOT, Kapital Joe, LLC ("Kapital Joe"), Parkview 2020 Limited Partnership ("Parkview 2020"), JPK 2008 LLC ("JPK 2008"), JPK 2009 LLC ("JPK 2009"), JPK 2012 LLC ("JPK 2012"), MGK 2008 LLC ("MGK 2008"), MGK 2009 LLC ("MGK 2009"), MGK 2011 LLC ("MGK 2011"), ZSK 2008 LLC ("ZSK 2008"), ZSK 2009 LLC ("ZSK 2009"), Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Lotus Capital (2000) Company, Inc. ("Lotus"), Sunset 2020 LLC ("Sunset 2020") and Third Security, LLC ("Third Security"). Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
