Tevogen’s Ryan Saadi now holds 74.4% of shares

Ryan H. Saadi reports majority beneficial ownership of Tevogen Inc. and receives a large performance-based restricted stock grant tied to a $1.0 billion revenue target.

Rhea-AI Filing Summary

Tevogen Inc. (TVGN) reports that Ryan H. Saadi beneficially owns 11,709,567 shares of its common stock, representing 74.4% of 15,736,540 shares outstanding as of September 14, 2026. This includes 9,766,979 shares of restricted common stock that are outstanding with voting rights but are non‑transferable and subject to forfeiture.

On September 14, 2026, Tevogen Inc. granted Dr. Saadi 8,000,000 restricted shares under the 2024 Omnibus Incentive Plan. 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 various forfeiture conditions, including certain termination events, misconduct, competitive activities, transfer attempts before vesting, or non‑assumption in a change in control.

Key Figures

Beneficial ownership: 11,709,567 shares Ownership percentage: 74.4% Shares outstanding: 15,736,540 shares +5 more

8 metrics

Beneficial ownership 11,709,567 shares Shares of Tevogen Inc. common stock beneficially owned by Ryan H. Saadi

Ownership percentage 74.4% Portion of Tevogen Inc. common stock class beneficially owned, based on shares outstanding as of September 14, 2026

Shares outstanding 15,736,540 shares Tevogen Inc. common stock outstanding as of September 14, 2026, used to calculate ownership percentage

Restricted common stock held 9,766,979 shares Restricted common shares included in sole voting power and beneficial ownership; outstanding with voting rights but non-transferable and subject to forfeit

New restricted stock award 8,000,000 shares RSA Shares granted to Ryan H. Saadi on September 14, 2026 under the 2024 Omnibus Incentive Plan

Revenue performance threshold $1.0 billion Aggregate revenue required during September 14, 2026 through September 30, 2031 for the 8,000,000 RSA Shares to vest

Sole voting power 11,705,689 shares Tevogen Inc. shares over which Ryan H. Saadi has sole voting power

Sole dispositive power 1,938,710 shares Tevogen Inc. shares over which Ryan H. Saadi has sole power to dispose or direct disposition

Key Terms

restricted Common Stock, beneficially owned, sole voting power, dispositive power, +2 more

6 terms

restricted Common Stock financial

"The Reporting Person received a grant of 8,000,000 shares of restricted Common Stock"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

beneficially owned financial

"for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 11,705,689.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"sole Dispositive Power 1,938,710.00 Shared Dispositive Power 3,878.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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.

How much of Tevogen Inc. (TVGN) does Ryan H. Saadi beneficially own after this amendment?

Ryan H. Saadi beneficially owns 11,709,567 shares of Tevogen Inc. common stock, representing 74.4% of the 15,736,540 shares outstanding as of September 14, 2026.

What new equity award did Tevogen Inc. (TVGN) grant to Ryan H. Saadi?

On September 14, 2026, Tevogen Inc. granted Ryan H. Saadi 8,000,000 shares of restricted Common Stock under the 2024 Omnibus Incentive Plan, pursuant to a Restricted Stock Award Agreement.

What performance condition applies to Ryan H. Saadi’s 8,000,000 restricted shares in TVGN?

The 8,000,000 restricted shares vest only if Tevogen Inc. achieves $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031, defined as the Performance Period.

What happens to the 8,000,000 restricted shares if Tevogen Inc. (TVGN) misses the revenue target?

If the $1.0 billion aggregate revenue threshold is not met during the Performance Period, the 8,000,000 restricted shares are automatically forfeited under the award’s terms.

How many Tevogen Inc. (TVGN) shares does Ryan H. Saadi hold through sole and shared voting power?

Ryan H. Saadi has 11,705,689 shares with sole voting power and 3,878 shares with shared voting power, the shared portion consisting of shares held by his spouse.

What are the key forfeiture conditions on Ryan H. Saadi’s restricted shares in Tevogen Inc.?

The restricted shares may be forfeited for failure to meet the revenue threshold, termination of Dr. Saadi’s service, certain misconduct or competitive activities, 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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Available on EDGAR 09/16/2026 - 08:08 PM Accepted by SEC EDGAR 09/16/2026 - 08:07 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Tevogen Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88165K200

(CUSIP Number)

Ryan Saadi
c/o Tevogen Inc., Independence Boulevard, Suite #210
Warren, NJ, 07059
877-838-6436

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 88165K200

1

Name of reporting person

Saadi Ryan H.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,705,689.00
8	Shared Voting Power 3,878.00
9	Sole Dispositive Power 1,938,710.00
10	Shared Dispositive Power 3,878.00

11

Aggregate amount beneficially owned by each reporting person

11,709,567.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

74.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The numbers of shares reported in row 7 and 11 include 9,766,979 shares of restricted Common Stock that are outstanding and therefore carry voting rights but that may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. The shares of Common Stock reported in rows 8 and 10 consist of shares held by Dr. Saadi's spouse. The percent reported in row 13 is calculated based on 15,736,540 shares of Common Stock outstanding as of September 14, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Tevogen Inc.
(c)	Address of Issuer's Principal Executive Offices: 15 Independence Boulevard, Suite #210, Warren, NEW JERSEY , 07059.
Item 1 Comment: This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Tevogen Inc., a Delaware corporation (the "Issuer" or the "Company"). This Amendment No. 4 amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person on February 22, 2024, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Person on July 25, 2025, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on December 16, 2025 and Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Person on July 14, 2026 (the "Original Schedule 13D," and as further amended by this Amendment No. 4, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The Reporting Person received a grant of 8,000,000 shares of restricted Common Stock (the "RSA Shares") on September 14, 2026, pursuant to the Restricted Stock Award Agreement (the "RSA Agreement").
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Items 3 and 6 of this Amendment is incorporated into this Item 4 by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: (a) See rows (11) and (13) of the cover page to this Amendment No. 4 for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: (b) See rows (7) through (10) of the cover page to this Amendment No. 4 for the aggregate number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated to read as follows: (c) Except as set forth in this Amendment No. 4, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 4.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: September 2026 Restricted Stock Award On September 14, 2026, the Company granted 8,000,000 RSA Shares to the Reporting Person pursuant to Tevogen Inc. 2024 Omnibus Incentive Plan. The RSA Shares 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. The foregoing description of the RSA Agreement does not purport to be complete and is qualified in its entirety by the full text of the Form of RSA Agreement, which is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 16, 2026, and is listed as Exhibit 99.1 to this Amendment No. 4.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Form of Restricted Stock Award Agreement under Tevogen Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 16, 2026 (File No. 001-41002)).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Saadi Ryan H.

Signature:	/s/ Saadi Ryan H.
Name/Title:	Saadi Ryan H.
Date:	09/16/2026