Tevogen Bio grants 40,000 restricted shares to director

PODLOGAR SUSAN M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

PODLOGAR SUSAN M reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Bio Holdings Inc. granted director Susan M. Podlogar 40,000 shares of restricted common stock at no cash cost under its 2024 Omnibus Incentive Plan. The award vests in three equal installments, each requiring both a service condition and company revenue milestones of $50 million, $100 million, and $150 million in aggregate revenue since the grant date. Following this grant, Podlogar directly holds 48,678 shares of common stock.

Insider Trade Summary

Grant/Award: 40,000 shares

Grant/Award 1 txn

Insider PODLOGAR SUSAN M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	40,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 48,678 shares (Direct)

Footnotes (1)

1. F1. Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

Key Figures

Restricted shares granted: 40,000 shares Shares held after grant: 48,678 shares Grant price per share: $0.0000 per share +4 more

7 metrics

Restricted shares granted 40,000 shares Grant of restricted common stock to director under 2024 Omnibus Incentive Plan

Shares held after grant 48,678 shares Total direct common stock holdings by Susan M. Podlogar following the transaction

Grant price per share $0.0000 per share Reported transaction price for the restricted stock award

First revenue milestone $50 million Aggregate revenue since grant date required for first vesting installment

Second revenue milestone $100 million Aggregate revenue since grant date required for second vesting installment

Third revenue milestone $150 million Aggregate revenue since grant date required for third vesting installment

Number of vesting installments 3 installments Restricted stock vests in three equal tranches with time and revenue conditions

Key Terms

restricted stock, 2024 Omnibus Incentive Plan, aggregate revenue, vesting date

4 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"

aggregate revenue financial

"the Issuer having aggregate revenue of $50 million since the grant date"

vesting date financial

"provided that the reporting person remains in service with the Issuer on the applicable vesting date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tevogen Bio (TVGN) director Susan M. Podlogar report in this Form 4?

Susan M. Podlogar reported a grant of 40,000 shares of restricted common stock of Tevogen Bio Holdings Inc., awarded under the company’s 2024 Omnibus Incentive Plan with performance-based vesting conditions.

How many Tevogen Bio (TVGN) shares does Susan M. Podlogar hold after this transaction?

After the reported grant, Susan M. Podlogar directly holds 48,678 shares of Tevogen Bio common stock. This total includes the newly granted 40,000 restricted shares, subject to time- and revenue-based vesting requirements.

What are the vesting conditions for Susan M. Podlogar’s 40,000 restricted Tevogen Bio (TVGN) shares?

The 40,000 restricted shares vest in three equal installments tied to both anniversaries of the grant date and aggregate revenue milestones of $50 million, $100 million, and $150 million since the grant date, plus continued service.

Did Susan M. Podlogar pay a purchase price for the Tevogen Bio (TVGN) restricted stock grant?

No cash purchase price was reported; the restricted stock grant indicates a transaction price per share of $0.0000, reflecting an equity compensation award rather than an open-market purchase.

Is the Tevogen Bio (TVGN) restricted stock grant to Susan M. Podlogar performance-based?

Yes. Each vesting tranche requires Tevogen Bio to achieve specified aggregate revenue milestones of $50 million, $100 million, and $150 million since the grant date, in addition to time-based service conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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^*

PODLOGAR SUSAN M

(Last) (First) (Middle)

C/O TEVOGEN BIO HOLDINGS INC.

15 INDEPENDENCE BLVD, STE 410

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

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		40,000(1)	A	$0.00	48,678	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

Explanation of Responses:

1. Represents a grant of restricted stock under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments upon the earlier of each of (i) the first anniversary of the grant date and the Issuer having aggregate revenue of $50 million since the grant date, (ii) the second anniversary of the grant date and the Issuer having aggregate revenue of $100 million since the grant date, and (ii) the third anniversary of the grant date and the Issuer having aggregate revenue of $150 million since the grant date, provided that the reporting person remains in service with the Issuer on the applicable vesting date.

	/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)