Tevogen Bio (TVGN) awards CFO 40,000 restricted shares with revenue vesting targets

Rhea-AI Filing Summary

Desai Kirti reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Bio Holdings Inc. granted its Chief Financial Officer, Kirti Desai, 40,000 shares of restricted common stock at $0.00 per share under the 2024 Omnibus Incentive Plan. The award vests in three equal installments upon specified combinations of service anniversaries and aggregate revenue targets of $50 million, $100 million, and $150 million, subject to continued service. Following this grant, Desai directly holds 242,983 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Desai Kirti

Role Chief Financial Officer

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

Holdings After Transaction: Common Stock — 242,983 shares (Direct)

Footnotes (1)

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Key Figures

Restricted stock grant: 40,000 shares Grant price per share: $0.00 per share Post-transaction holdings: 242,983 shares +3 more

6 metrics

Restricted stock grant 40,000 shares Shares of common stock granted to CFO as restricted stock award

Grant price per share $0.00 per share Reported transaction price for the restricted stock grant

Post-transaction holdings 242,983 shares Total common shares directly held by CFO after the grant

First revenue vesting milestone $50 million Aggregate revenue required, with first anniversary, for first vesting installment

Second revenue vesting milestone $100 million Aggregate revenue required, with second anniversary, for second vesting installment

Third revenue vesting milestone $150 million Aggregate revenue required, with third anniversary, for third vesting 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

"under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, which vests in three equal installments"

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.

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Available on EDGAR 07/10/2026 - 05:30 PM Accepted by SEC EDGAR 07/10/2026 - 05:30 PM Learn about SEC filing dates

FAQ

What transaction did Tevogen Bio (TVGN) report for CFO Kirti Desai?

Tevogen Bio reported that CFO Kirti Desai received a grant of 40,000 shares of restricted common stock under the company’s 2024 Omnibus Incentive Plan as equity compensation.

What are the vesting conditions for the 40,000 restricted shares granted by TVGN?

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

Did Tevogen Bio’s CFO pay anything for the 40,000 restricted shares?

No. The filing shows a transaction price of $0.00 per share, indicating the 40,000 restricted shares were granted as compensation rather than purchased in an open-market transaction.

How many Tevogen Bio (TVGN) shares does CFO Kirti Desai hold after this grant?

After the grant, CFO Kirti Desai directly holds 242,983 shares of common stock, according to the reported post-transaction ownership figure in the Form 4 filing.

Is the Tevogen Bio (TVGN) restricted stock grant to the CFO performance-based?

Yes. Vesting depends on both time-based service (first, second, and third anniversaries of the grant) and performance-based revenue milestones of $50 million, $100 million, and $150 million in aggregate revenue.

Under which plan was the Tevogen Bio (TVGN) CFO’s restricted stock granted?

The 40,000 restricted shares were granted under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan, a company equity incentive plan used to award stock-based compensation.

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^*

Desai Kirti

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		40,000(1)	A	$0	242,983	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	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)