Tevogen grants CEO Ryan H. Saadi 50M restricted shares

Vesting requires written Board certification of $1.0 billion in aggregate revenue during the period from November 2, 2026 through December 31, 2031.

Available on EDGAR 11/04/2026 - 04:32 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Tevogen Inc. Chief Executive Officer, director and ten-percent owner Ryan H. Saadi received a grant of 50,000,000 shares of restricted stock on November 2, 2026, under the 2024 Omnibus Incentive Plan. The award vests only upon written certification by the Board that Tevogen achieved $1.0 billion in aggregate revenue during the Performance Period, from November 2, 2026 through December 31, 2031.

Ryan H. Saadi reported 61,705,689 shares held directly following the grant; a separate holding entry lists 3,878 shares held by his wife. The award is automatically forfeited if the revenue threshold is not met, upon termination of service for any reason, for certain misconduct or competitive activities with the company, upon transfer or attempted transfer before vesting, or if the award is not assumed in a change in control.

Insider Trade Summary

Grant/Award: 50,000,000 shares

Grant/Award 1 txn

Insider Saadi Ryan H.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	50,000,000	$0.00	$0.00
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 61,705,689 shares (Direct); Common Stock — 3,878 shares (Indirect, By wife)

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 November 2, 2026 through December 31, 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 grant: 50,000,000 shares Aggregate revenue vesting threshold: $1.0 billion Direct shares following grant: 61,705,689 shares +1 more

4 metrics

Restricted stock grant 50,000,000 shares Granted November 2, 2026

Aggregate revenue vesting threshold $1.0 billion Performance Period from November 2, 2026 through December 31, 2031

Direct shares following grant 61,705,689 shares Ryan H. Saadi's reported position following the November 2, 2026 grant

Shares held by wife 3,878 shares Reported as an indirect holding on November 2, 2026

Key Terms

restricted stock, 2024 Omnibus Incentive Plan, Performance Period, written certification

4 terms

restricted stock technical

"grant of restricted stock"

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 technical

"under the 2024 Omnibus Incentive Plan"

Performance Period technical

"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.

written certification technical

"upon written certification by the Company's Board of Directors"

FAQ

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

How many TVGN shares did Ryan H. Saadi receive?

Ryan H. Saadi received a grant of 50,000,000 restricted shares on November 2, 2026. The award was made under Tevogen's 2024 Omnibus Incentive Plan and vests only upon written certification by the Board that the revenue threshold was achieved during the Performance Period.

What are the vesting conditions for Ryan H. Saadi's TVGN stock award?

Vesting requires written certification by Tevogen's Board that the company achieved $1.0 billion in aggregate revenue from November 2, 2026 through December 31, 2031. The shares are automatically forfeited if the threshold is not met, if Ryan H. Saadi's service ends for any reason, for certain misconduct or competitive activities with the company, upon transfer or attempted transfer before vesting, or if the award is not assumed in a change in control.

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

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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 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)

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)
11/02/2026

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	11/02/2026		A		50,000,000(1)	A	$0	61,705,689	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 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 November 2, 2026 through December 31, 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, Attorney-in-Fact	11/04/2026
	** 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)