Tevogen Bio (TVGN) grants CEO Ryan Saadi 1.22M restricted stock units

Rhea-AI Filing Summary

Saadi Ryan H. reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Bio Holdings Inc. disclosed that Chief Executive Officer Ryan H. Saadi received a grant of 1,220,000 shares of restricted common stock at $0.0000 per share under the 2024 Omnibus Incentive Plan. The award will vest in four equal annual installments commencing on July 10, 2033, contingent on his continued service. Following the grant, he holds 3,705,689 shares directly, plus 3,878 shares indirectly through his wife.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Saadi Ryan H.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,220,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,705,689 shares (Direct); Common Stock — 3,878 shares (Indirect, By wife)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock granted: 1,220,000 shares Grant price per share: $0.0000 Direct holdings after grant: 3,705,689 shares +2 more

5 metrics

Restricted stock granted 1,220,000 shares Grant of restricted common stock to CEO Ryan H. Saadi

Grant price per share $0.0000 Reported price per share for the restricted stock grant

Direct holdings after grant 3,705,689 shares CEO’s direct common stock ownership following the reported grant

Indirect holdings 3,878 shares Common stock held indirectly by CEO through his wife

Vesting schedule length Four annual installments Restricted stock vests in four equal annual installments commencing July 10, 2033

Key Terms

restricted stock, 2024 Omnibus Incentive Plan, indirect

3 terms

restricted stock financial

"Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2024 Omnibus Incentive Plan financial

"grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan"

indirect financial

"total_shares_following_transaction 3878.0000, ownership_type indirect, nature_of_ownership By wife"

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Available on EDGAR 07/10/2026 - 05:32 PM Accepted by SEC EDGAR 07/10/2026 - 05:31 PM Learn about SEC filing dates

FAQ

What equity award did Tevogen Bio (TVGN) grant to CEO Ryan H. Saadi?

Tevogen Bio granted CEO Ryan H. Saadi 1,220,000 shares of restricted common stock at $0.0000 per share under its 2024 Omnibus Incentive Plan, structured as a multi-year equity compensation award.

How do the new restricted shares for TVGN’s CEO vest?

The 1,220,000 restricted shares granted to TVGN’s CEO vest in four equal annual installments starting on July 10, 2033, provided he remains in service with Tevogen Bio at each vesting date.

What are Ryan H. Saadi’s total direct holdings in Tevogen Bio (TVGN) after this Form 4?

After the reported transactions, CEO Ryan H. Saadi directly holds 3,705,689 shares of Tevogen Bio common stock, reflecting his updated post-grant equity position in the company.

Does the Tevogen Bio (TVGN) CEO have any indirect ownership reported?

Yes. In addition to his direct holdings, 3,878 shares of Tevogen Bio common stock are reported as held indirectly by the CEO through his wife on the Form 4.

Was the TVGN CEO’s restricted stock grant an open-market purchase or a compensation award?

The 1,220,000-share transaction is reported with code A, indicating a grant or award of restricted stock as compensation, not an open-market purchase or sale.

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).

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^*

Saadi Ryan H.

(Last) (First) (Middle)

C/O TEVOGEN BIO HOLDINGS INC.

15 INDEPENDENCE BLVD, STE 210

(Street)

WARREN NEW JERSEY 07059

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tevogen Bio Holdings Inc. [ TVGN ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/10/2026		A		1,220,000(1)	A	$0	3,705,689	D
Common Stock								3,878	I	By wife

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:

1. Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which will vest ratably in four equal annual installments commencing on July 10, 2033, provided that the reporting person remains in service with the Issuer at such dates.

	/s/ Kirti Desai, Attorney-in-Fact	07/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)