Tevogen CFO granted 750,000 performance shares

Tevogen’s CFO received 750,000 performance-based restricted shares that vest only if the company reaches $1.0 billion in revenue during a defined five-year period.

Rhea-AI Filing Summary

Tevogen Inc. (symbol: TVGN) is the issuer of record for a Form 4 filing submitted to the SEC. Desai Kirti reported acquisition or exercise transactions in this Form 4 filing.

Tevogen Inc. (TVGN) reported that its Chief Financial Officer, Kirti Desai, received a grant of 750,000 shares of restricted common stock on September 14, 2026. These shares vest only if the company achieves $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031, and are otherwise subject to forfeiture under specified conditions. Following this award, Desai holds 992,983 shares of common stock directly.

Insider Trade Summary

Grant/Award: 750,000 shares

Grant/Award 1 txn

Insider Desai Kirti

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	750,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 992,983 shares (Direct)

Footnotes (1)

1. F1. Represents a grant of restricted stock under the Tevogen Inc. (the "Company") 2024 Omnibus Incentive Plan, which will vest only upon written certification by the Company's Board of Directors that the Company has achieved $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031 (the "Performance Period"). The shares will automatically be forfeited in the event such revenue threshold is not met during Performance Period, upon termination of the Reporting Person's service with the Company for any reason, if it is determined that the Reporting Person has engaged in certain misconduct or competitive activities with the Company, in the event of transfer or attempted transfer prior to vesting, or if the award is not assumed in connection with a change in control.

Key Figures

Restricted stock granted: 750,000 shares Performance revenue threshold: $1.0 billion Shares held after transaction: 992,983 shares +2 more

5 metrics

Restricted stock granted 750,000 shares Grant of restricted common stock to CFO on September 14, 2026

Performance revenue threshold $1.0 billion Aggregate revenue required for vesting during the Performance Period

Shares held after transaction 992,983 shares CFO’s direct holdings of Tevogen common stock after the grant

Performance Period start September 14, 2026 Beginning of the revenue Performance Period for vesting

Performance Period end September 30, 2031 End of the revenue Performance Period for vesting

Key Terms

restricted stock, 2024 Omnibus Incentive Plan, Performance Period, change in control

4 terms

restricted stock financial

"Represents a grant of restricted stock under the Tevogen Inc. (the "Company") 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

"Represents a grant of restricted stock under the Tevogen Inc. (the "Company") 2024 Omnibus Incentive Plan"

Performance Period financial

"during the period from September 14, 2026 through September 30, 2031 (the "Performance Period")"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

change in control financial

"if the award is not assumed in connection with a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

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

What transaction did Tevogen Inc. (TVGN) disclose for its CFO in this Form 4?

Tevogen Inc. disclosed that Chief Financial Officer Kirti Desai received a grant of 750,000 shares of restricted common stock on September 14, 2026, as an award under the company’s 2024 Omnibus Incentive Plan.

What are the performance conditions for the CFO’s 750,000 restricted shares at TVGN?

The 750,000 restricted shares will vest only if Tevogen’s Board certifies that the company achieved $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031, defined as the Performance Period.

How many Tevogen (TVGN) shares does the CFO hold after this reported grant?

After the reported grant, Chief Financial Officer Kirti Desai holds 992,983 shares of Tevogen Inc. common stock directly, as stated in the Form 4 following the September 14, 2026 transaction.

Under what circumstances will the CFO’s performance-based restricted stock at TVGN be forfeited?

The 750,000 restricted shares will be automatically forfeited if the $1.0 billion revenue threshold is not met during the Performance Period, upon termination of the CFO’s service, certain misconduct or competitive activities, prohibited transfers, or if the award is not assumed in a change in control.

Was the Tevogen (TVGN) CFO’s Form 4 transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan was affirmatively checked for this reported grant to Chief Financial Officer Kirti Desai.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/16/2026 - 07:54 PM Accepted by SEC EDGAR 09/16/2026 - 07:54 PM 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^*

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 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)
09/14/2026

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	09/14/2026		A		750,000(1)	A	$0	992,983	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 Inc. (the "Company") 2024 Omnibus Incentive Plan, which will vest only upon written certification by the Company's Board of Directors that the Company has achieved $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031 (the "Performance Period"). The shares will automatically be forfeited in the event such revenue threshold is not met during Performance Period, upon termination of the Reporting Person's service with the Company for any reason, if it is determined that the Reporting Person has engaged in certain misconduct or competitive activities with the Company, in the event of transfer or attempted transfer prior to vesting, or if the award is not assumed in connection with a change in control.

	/s/ Kirti Desai	09/16/2026
	** 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)