Form 4: PepGen CFO Sells Shares for Tax Obligations

PepGen Inc.'s Chief Financial Officer, Noel Donnelly, sold shares to cover mandatory tax withholding obligations related to RSU vesting.

Summary

• Noel Donnelly, Chief Financial Officer of PepGen Inc. (PEPG), reported transactions involving the sale of common stock.
• A total of 2,032 shares were sold at a price of $6.23 per share on March 4, 2026.
• An additional 52 shares were sold at a price of $6.325 per share on March 4, 2026.
• These sales were non-discretionary, executed automatically by the company on behalf of Mr. Donnelly to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of Restricted Stock Units (RSUs).
• The mandatory sale was provided for in an RSU agreement constituting a 'binding contract' consistent with the affirmative defense to liability under Rule 10b5-1.
• Following these reported transactions, Noel Donnelly beneficially owns 111,603 shares of PepGen Inc. common stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the sale was non-discretionary and solely for tax purposes related to RSU vesting, which is a standard practice for executive compensation.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that sell-to-cover transactions for tax obligations are a common and routine occurrence for executives receiving equity compensation, not indicative of a change in management's outlook on the company's prospects.

Stakeholder Impact

• Minimal impact on shareholders as the transaction is a routine, non-discretionary sale for tax purposes related to executive compensation.
• Employees receiving RSUs may view this as a standard process for equity compensation.

Key Dates

Recommendation

The reported transaction is a mandatory sell-to-cover for tax withholding obligations upon RSU vesting, not a discretionary sale reflecting management's sentiment about the company's future. Therefore, it does not provide new information to alter an existing investment thesis, warranting a 'hold' recommendation based solely on this filing.

Keywords

PepGen Inc., PEPG, Form 4, Insider Transaction, Noel Donnelly, CFO, Restricted Stock Units, RSU, Tax Withholding, Sell-to-cover, Equity Compensation, Rule 10b5-1