[Form 4] PRECIGEN, INC. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

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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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^*

KIRK RANDAL J

(Last) (First) (Middle)

C/O THIRD SECURITY, LLC

1881 GROVE AVENUE

(Street)

RADFORD VA 24141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRECIGEN, INC. [ PGEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		M		17,385,257(1)	A	(1)	82,164,767	I	by R.J. Kirk DOT(4)
Common Stock	09/18/2025		S		1,403,360	D	$3.86(2)	12,117,429	I	by Kapital Joe(4)
Common Stock	09/19/2025		S		3,596,892	D	$3.68(3)	8,520,537	I	by Kapital Joe(4)
Common Stock								1,096,686	I	by Parkview 2020(4)
Common Stock								490,401	I	by JPK 2008(4)
Common Stock								3,703,398	I	by JPK 2009(4)
Common Stock								1,654,363	I	by JPK 2012(4)
Common Stock								489,438	I	by MGK 2008(4)
Common Stock								3,944,437	I	by MGK 2009(4)
Common Stock								1,637,040	I	by MGK 2011(4)
Common Stock								578,079	I	by ZSK 2008(4)
Common Stock								351,120	I	by ZSK 2009(4)
Common Stock								453,731	I	by Kellie L. Banks LTT(4)
Common Stock								1,403	I	by Lotus(4)
Common Stock								16,406,828	I	by Sunset 2020(4)
Common Stock								6,085,471	I	by Third Security(4)
Common Stock								1,144,481	I	by Spouse

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
8.00% Series A Convertible Perpetual Preferred Stock	$1.438(1)	09/17/2025		M			25,000	(1)	(1)	Common Stock	17,385,257(1)	(1)	0	I	by R.J. Kirk DOT(4)

Explanation of Responses:

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.

2. 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.

3. 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.

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.

	/s/ Randal J. Kirk	09/19/2025
	** 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.
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FAQ

What transactions did Randal J. Kirk report on the PGEN Form 4?

The filing reports receipt on 09/17/2025 of 25,000 Series A Preferred shares convertible into 17,385,257 common shares, and sales of 1,403,360 shares on 09/18/2025 and 3,596,892 shares on 09/19/2025.

At what prices were the reported PGEN share sales executed?

The 09/18/2025 sales had a weighted average price of $3.86 (range $3.78–$3.95) and the 09/19/2025 sales had a weighted average price of $3.68 (range $3.63–$3.79).

Which entities are indicated as holding shares indirectly for Mr. Kirk?

The filing lists affiliated entities including R.J. Kirk DOT, Kapital Joe, Parkview 2020, JPK 2008/2009/2012, MGK 2008/2009/2011, ZSK 2008/2009, Kellie L. Banks LTT, Lotus, Sunset 2020, and Third Security.

Does Mr. Kirk claim direct beneficial ownership of the listed entity holdings?

Mr. Kirk states he controls the listed entities but disclaims beneficial ownership of such shares except to the extent of any pecuniary interest.

When was the Securities Purchase Agreement that created the Preferred Stock executed?

The filing states the Securities Purchase Agreement was entered into on December 27, 2024.