Repligen (RGEN) Insider: 4,142 RSUs, 3,914-Share Option Reported

Rhea-AI Filing Summary

Repligen Corporation officer Violetta Hughes reported awards and option grants in a Form 4 filing. On 09/02/2025 she was awarded 4,142 restricted stock units, each representing a contingent right to one share; the RSUs vest in equal annual installments over five years beginning on the first anniversary of the grant and will be settled only in shares, so they are reported as 4,142 shares beneficially owned following the transaction. On the same date she acquired a stock option to buy 3,914 shares with an exercise price of $120.69 and an expiration date of 09/02/2035; those options also vest in equal annual instalments over five years. The Form 4 is signed by an attorney-in-fact and filed 09/04/2025.

Positive

• Long-term alignment: Grants vest over five years, encouraging retention and alignment with shareholder interests
• Balanced award mix: Combination of RSUs and options provides both guaranteed and leveraged equity exposure

Negative

• Potential dilution: RSUs will be settled in shares when vested, increasing outstanding shares
• Strike level noted: Option exercise price of $120.69 could be above or below market at vesting, affecting realized value

Insights

Corporate Governance Expert

TL;DR: Officer received multi-year equity grants aligning compensation with long-term shareholder interests.

The filing shows standard long-term incentive awards: restricted stock units and ten-year-dated options with five-year vesting schedules. These awards formally increase reported beneficial ownership by 4,142 shares (RSUs) and option exposure to 3,914 shares. Vesting in equal annual instalments over five years promotes retention and aligns executive pay with future company performance. The use of RSUs settled in shares means potential dilution occurs when settled; the option exercise price of $120.69 sets the strike level for potential future dilution. The disclosure is routine and complies with Section 16 reporting requirements.

Compensation Analyst

TL;DR: Equity grant structure is typical for mid-to-long-term retention, with balanced RSU and option components.

The mix of 4,142 RSUs and 3,914 options provides both guaranteed equity upside $120.69). Five-year annual vesting smooths expense recognition and reduces short-term turnover risk. The option expiration of 09/02/2035 gives a 10-year exercise window, common in executive packages. All terms disclosed are explicit in the Form 4; there are no additional compensation details or performance conditions included in this filing.

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

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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^*

Hughes Violetta

(Last) (First) (Middle)

C/O REPLIGEN CORPORATION

41 SEYON ST., BLDG 1, STE 100

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REPLIGEN CORP [ RGEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		4,142(1)	A	$0	4,142	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
Stock Option (Right to Buy)	$120.69	09/02/2025		A		3,914		(2)	09/02/2035	Common Stock	3,914	$0.00	3,914	D

Explanation of Responses:

1. Ms. Hughes was awarded 4,142 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Repligen Corporation's Common Stock. The restricted stock units vest in equal annual instalments over a five-year period beginning on the first anniversary of the grant date. The restricted stock units may be settled only by delivering shares of Repligen Corporation's Common Stock, and thus, the grant is being reported in Table 1 as allowed per SEC guidance.

2. The shares vest in equal annual instalments over a five-year period with each such vesting date occurring on the anniversary of the grant date.

	/s/ Jennifer Carmichael (Attorney in Fact)	09/04/2025
	** 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 did Repligen (RGEN) insider Violetta Hughes report on Form 4?

She was awarded 4,142 RSUs and granted options on 3,914 shares, both dated 09/02/2025, with five-year annual vesting.

How do the restricted stock units (RSUs) vest for Violetta Hughes?

The 4,142 RSUs vest in equal annual instalments over five years, beginning on the first anniversary of the grant date.

What are the terms of the stock option reported?

Option for 3,914 shares with an exercise price of $120.69 and an expiration date of 09/02/2035; vesting occurs in equal annual instalments over five years.

Will the RSUs increase Repligen's outstanding shares?

Yes. The RSUs are settled only by delivering shares, so vested RSUs will increase the company’s outstanding shares when settled.

When was the Form 4 signed and filed?

Signed by attorney-in-fact on 09/04/2025; the reported transactions occurred on 09/02/2025.