Tevogen Bio grants 40,000 restricted shares to director

Sordillo Victor J. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sordillo Victor J. reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Bio Holdings Inc. director Victor J. Sordillo received a grant of 40,000 shares of restricted common stock at no cost under the 2024 Omnibus Incentive Plan. The award vests in three equal installments tied both to service-based anniversaries and aggregate revenue milestones of $50 million, $100 million, and $150 million since the grant date, conditioned on his continued service. Following this grant, Sordillo directly holds 51,539 shares of Tevogen Bio common stock.

Insider Trade Summary

Grant/Award: 40,000 shares

Grant/Award 1 txn

Insider Sordillo Victor J.

Role Director

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

Holdings After Transaction: Common Stock — 51,539 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 Grant price per share: $0.00 Shares held after grant: 51,539 shares +3 more

6 metrics

Restricted shares granted 40,000 shares Grant of restricted common stock to director Victor J. Sordillo

Grant price per share $0.00 Compensation award under the 2024 Omnibus Incentive Plan, not a market purchase

Shares held after grant 51,539 shares Total direct holdings of Victor J. Sordillo following the reported award

First revenue milestone $50 million Aggregate revenue target linked to vesting of the first installment

Second revenue milestone $100 million Aggregate revenue target linked to vesting of the second installment

Third revenue milestone $150 million Aggregate revenue target linked to vesting of the third installment

Key Terms

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

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 financial

"which vests in three equal installments upon the earlier of each of (i) the first anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What did Tevogen Bio (TVGN) director Victor J. Sordillo report on this Form 4?

Director Victor J. Sordillo reported a grant of 40,000 shares of restricted common stock of Tevogen Bio Holdings Inc. (TVGN), awarded under the company’s 2024 Omnibus Incentive Plan at no purchase price.

How many TVGN shares does Victor J. Sordillo hold after this restricted stock grant?

After the award, Victor J. Sordillo directly holds 51,539 shares of Tevogen Bio Holdings Inc. common stock, including the 40,000 restricted shares reported in this Form 4 filing.

What are the vesting conditions for Victor J. Sordillo’s 40,000 TVGN restricted shares?

The 40,000 restricted shares vest in three equal installments, each tied to both a service-based anniversary and aggregate revenue targets of $50 million, $100 million, and $150 million since the grant date.

Is Victor J. Sordillo required to pay for the 40,000 TVGN restricted stock grant?

No. The Form 4 shows a per-share price of $0.00, indicating the 40,000 restricted shares were granted as compensation under the 2024 Omnibus Incentive Plan rather than purchased on the open market.

What revenue milestones are linked to the vesting of TVGN restricted stock granted to Victor J. Sordillo?

The vesting tranches are conditioned on Tevogen Bio achieving aggregate revenue of $50 million, $100 million, and $150 million since the grant date, along with specified service-based anniversaries.

Does the TVGN restricted stock grant to Victor J. Sordillo depend on his continued service?

Yes. Each vesting installment of the 40,000 restricted shares requires that Victor J. Sordillo remains in service with Tevogen Bio on the applicable vesting date, in addition to meeting revenue 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^*

Sordillo Victor J.

(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	51,539	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)