Form 4: PepGen Inc. Executive Acquires and Disposes of Shares to Cover Tax Obligations

Mary Beth DeLena, General Counsel of PepGen Inc., reports acquiring shares through performance-based stock units and subsequently selling a portion to cover tax obligations.

Summary

• On February 24, 2025, Mary Beth DeLena, General Counsel of PepGen Inc., acquired 3,000 shares of common stock upon the vesting of performance-based stock units (PSUs).
• These PSUs were granted on February 6, 2024, under the 2022 Stock Option and Incentive Plan, with each PSU representing the right to receive one share of common stock upon vesting.
• Following the acquisition, on February 26, 2025, Ms. DeLena sold 1,432 shares at a price of $1.68 per share.
• This sale was conducted automatically to satisfy tax withholding obligations related to the vesting of the PSUs.
• The sale was part of a pre-existing arrangement consistent with Rule 10b5-1(c), and does not represent a discretionary trade.
• After these transactions, Ms. DeLena beneficially owns 1,568 shares of PepGen Inc. common stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The filing reflects routine transactions related to stock-based compensation and tax obligations, with no clear indication of positive or negative sentiment towards the company's prospects.

Positives

• The vesting of performance-based stock units indicates that performance conditions were met, which could be viewed positively.

Industry Context

Form 4 filings are standard disclosures required by the SEC to provide transparency into the transactions of company insiders. These filings are closely monitored by investors to gauge management's sentiment and confidence in the company's prospects.

Comparison to Industry Standards

• Form 4 filings are a standard regulatory requirement for publicly traded companies in the United States, ensuring transparency in insider trading activities.
• Similar filings are common across the pharmaceutical and biotechnology industries, where stock-based compensation is frequently used to incentivize executives.
• Companies like Biogen, Vertex Pharmaceuticals, and Moderna also have executives who regularly file Form 4s related to stock options, restricted stock units, and other equity-based compensation.

Stakeholder Impact

• The transactions have a minimal direct impact on stakeholders, as they involve routine insider trading activity related to compensation and tax obligations.

Key Dates