Tevogen Bio (TVGN) officer sells 972 shares to cover tax obligations

Rhea-AI Filing Summary

Tevogen Bio Holdings Inc. officer Neal Flomenberg reported selling a total of 972 shares of common stock in three open-market transactions on March 10, 11, and 13, 2026. The shares were sold at weighted average prices of about $7.75, $7.26, and $6.40, with actual trades in ranges from $7.25–$7.33 and $6.39–$6.74.

According to the filing, these sales were made solely to satisfy tax obligations arising from the vesting and settlement of restricted stock units and were not made at Flomenberg’s discretion. After these transactions, he directly holds 76,940 shares of Tevogen Bio common stock.

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

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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^*

Flomenberg Neal

(Last) (First) (Middle)

C/O TEVOGEN BIO HOLDINGS INC.

15 INDEPENDENCE BLVD, STE 210

(Street)

WARREN NJ 07059

(City) (State) (Zip)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/10/2026		S(1)		19	D	$7.75	77,893	D
Common Stock	03/11/2026		S(1)		452	D	$7.26(2)(3)	77,441	D
Common Stock	03/13/2026		S(1)		501	D	$6.4(2)(4)	76,940	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. The sales reported on this Form 4 were made solely to satisfy the payment of tax obligations relating to the vesting and subsequent settlement of restricted stock units. Such sales were not made at the discretion of the reporting person.

2. The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.

3. These shares were sold in multiple transactions at prices ranging from $7.25 to $7.33, inclusive.

4. These shares were sold in multiple transactions at prices ranging from $6.39 to $6.74, inclusive.

Remarks:

Chief Scientific Officer, Global R&D Lead. All holdings herein have been adjusted to reflect the Company's 1-for-50 reverse stock split effected on March 6, 2026.

	/s/ Kirti Desai, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Tevogen Bio (TVGN) shares did Neal Flomenberg sell?

Neal Flomenberg sold a total of 972 shares of Tevogen Bio common stock. The transactions occurred over three days and were tied to tax obligations from restricted stock unit vesting and settlement, rather than discretionary portfolio decisions.

At what prices did Neal Flomenberg sell Tevogen Bio (TVGN) stock?

Flomenberg’s reported weighted average sale prices were about $7.75, $7.26, and $6.40 per share. The filing notes trades occurred in ranges between $7.25–$7.33 and $6.39–$6.74, reflecting multiple executions within those price bands.

Why did Neal Flomenberg sell Tevogen Bio (TVGN) shares?

The filing states the sales were made solely to satisfy tax obligations related to the vesting and settlement of restricted stock units. It also clarifies that these transactions were not made at his discretion, indicating a tax-driven, mechanical sale process.

How many Tevogen Bio (TVGN) shares does Neal Flomenberg hold after the sales?

Following the reported transactions, Flomenberg directly holds 76,940 shares of Tevogen Bio common stock. This post-transaction balance, disclosed in the Form 4, shows he retains a substantial equity position after the tax-related sales.

Were Neal Flomenberg’s Tevogen Bio (TVGN) stock sales pre-planned or discretionary?

The Form 4 explains that the sales were executed solely to cover tax obligations from restricted stock unit vesting and settlement. It explicitly notes the sales were not made at the discretion of the reporting person, highlighting their mechanistic nature.