[Form 4] Tecogen Inc. Insider Trading Activity

Rhea-AI Filing Summary

SEC Form 4: On 07/28/2025 Tecogen (TGEN) disclosed that its General Counsel & Secretary, John K. Whiting IV, received new equity on 07/24/2025.

• Restricted stock award: 11,976 common shares granted at $0; Whiting’s direct common share holdings rise to 12,612.
• Stock options: 24,075 options with a $8.35 strike, vesting 25 % per year beginning 07/24/2026 and expiring 07/24/2035. Total option holdings increase to 424,075.

No shares were sold. The grants increase insider alignment but introduce a modest future dilution overhang of up to 24,075 shares if exercised.

Positive

• Insider ownership rises by 11,976 shares, increasing management’s financial alignment with shareholders.
• Performance-linked options vest over nine years, incentivising long-term value creation.

Negative

• Potential dilution: 24,075 new options could expand share count when exercised.

Insights

Securities Analyst

TL;DR: Routine incentive grant; tiny vs. float, neutral to fundamentals.

The awards represent a small percentage of Tecogen’s outstanding shares, so immediate EPS impact is immaterial. While incremental insider ownership can signal confidence, the $8.35 strike sits well above the company’s recent sub-$3 trading range, suggesting the option is currently out-of-the-money and performance-linked. Overall, neither liquidity nor earnings outlook changes; I view the filing as neutral.

Corporate Governance Expert

TL;DR: Grant strengthens pay-for-performance alignment, mild dilution risk.

The 25 % annual vesting schedule for both restricted stock and options ties value creation to multi-year tenure, supporting retention. Option strike above market places emphasis on sustained price appreciation. Dilution from 24,075 new options equals well under 0.5 % of shares outstanding, a tolerable level for investors. I view the governance impact as modestly positive.

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

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^*

Whiting John Kimball IV

(Last) (First) (Middle)

45 FIRST AVE.

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TECOGEN INC. [ TGEN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025		A		11,976(1)	A	$0	12,612	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)	$8.35	07/24/2025		A		24,075		07/24/2026(2)	07/24/2035	Common Stock	24,075	$8.35	424,075	D

Explanation of Responses:

1. Restricted Stock Award, vests 25% per year

2. Vests 25% per year

Remarks:

	/s/ John K. Whiting, IV	07/28/2025
	** 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 Tecogen (TGEN) insider John K. Whiting IV acquire on 07/24/2025?

He received 11,976 restricted common shares and 24,075 stock options priced at $8.35.

How many Tecogen shares does Whiting own after the Form 4 transactions?

He directly holds 12,612 common shares.

What is the strike price and vesting schedule of the new TGEN options?

Strike price is $8.35; options vest 25 % annually starting 07/24/2026 and expire 07/24/2035.

Were any Tecogen shares sold in this Form 4 filing?

No. The filing reports only acquisitions; no dispositions occurred.

How many total options does Whiting now control?

After the grant, he beneficially owns 424,075 stock options.