SCHEDULE: Kirk Entities Adjust Precigen Holdings, Convert Preferred Stock

Randal J. Kirk and affiliated entities updated their beneficial ownership in Precigen, Inc., disclosing a significant conversion of preferred stock into common shares and a subsequent sale of common stock.

Summary

• Randal J. Kirk and affiliated entities (R.J. Kirk Declaration of Trust, Third Security, LLC, Sunset 2020 LLC) updated their beneficial ownership in Precigen, Inc.
• R.J. Kirk Declaration of Trust converted 25,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock into 17,385,257 shares of Common Stock on September 17, 2025.
• Kapital Joe, LLC, an entity controlled by Mr. Kirk, sold 5,000,252 shares of Common Stock in open market transactions between September 18, 2025, and September 19, 2025.
• The sale generated aggregate net proceeds of approximately $18,648,905.62 for Kapital Joe, LLC.
• Following these transactions, Randal J. Kirk beneficially owns 146,295,359 shares, representing 39.4% of Precigen's Common Stock, including exercisable options and warrants.
• R.J. Kirk Declaration of Trust beneficially owns 98,831,434 shares, representing 26.6% of Precigen's Common Stock, including exercisable warrants.
• Third Security, LLC beneficially owns 27,454,284 shares, representing 7.4% of Precigen's Common Stock.
• Sunset 2020 LLC beneficially owns 16,406,828 shares, representing 4.4% of Precigen's Common Stock.

Sentiment

Score: 5

Explanation: The filing discloses a significant conversion of preferred stock to common stock by an insider-controlled entity, which simplifies the capital structure. However, it also reports a substantial sale of common stock by another insider-controlled entity, which could be perceived as a negative signal. The overall impact on company fundamentals is neutral as it primarily reflects ownership adjustments rather than operational performance.

Positives

• R.J. Kirk Declaration of Trust converted 25,000 shares of Preferred Stock into 17,385,257 shares of Common Stock, which simplifies Precigen, Inc.'s capital structure.
• The conversion of preferred stock into common stock reduces the company's preferred dividend obligations.

Negatives

• Kapital Joe, LLC, an entity under the common control of Randal J. Kirk, sold 5,000,252 shares of Common Stock in open market transactions, generating approximately $18.65 million in proceeds, representing a significant divestment by an insider-controlled entity.

Future Outlook

This filing is an update on beneficial ownership and does not contain forward-looking statements or guidance regarding Precigen, Inc.'s future operational or financial performance.

Industry Context

This filing is specific to Precigen, Inc. and its major shareholder, Randal J. Kirk, detailing changes in their beneficial ownership. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The conversion of 25,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock by R.J. Kirk Declaration of Trust, an entity controlled by Randal J. Kirk, into 17,385,257 shares of Common Stock.
• The sale of 5,000,252 shares of Common Stock by Kapital Joe, LLC, an entity under the common control of Randal J. Kirk, in open market transactions.
• The initial issuance of 25,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock to R.J. Kirk Declaration of Trust as part of a private placement transaction (the 'Offering') that closed on December 30, 2024.

Stakeholder Impact

• Shareholders: Changes in the beneficial ownership percentages of a major shareholder (Randal J. Kirk and his affiliated entities) could influence market perception and share price. The conversion of preferred stock increases the number of common shares outstanding, potentially diluting existing common shareholders. The sale of shares by a Kirk-controlled entity could signal a change in investment strategy or liquidity needs.

Key Dates

Recommendation

This Schedule 13D filing primarily details changes in beneficial ownership by Randal J. Kirk and his affiliated entities, including a conversion of preferred stock and a sale of common stock. While the preferred stock conversion simplifies the capital structure, the sale of over 5 million shares by a Kirk-controlled entity could introduce uncertainty. The filing does not provide new information on Precigen's operational performance, financial health, or strategic direction, making a definitive 'buy' or 'sell' recommendation unwarranted based solely on this disclosure. Investors should hold their positions and await further fundamental updates.

Keywords

Precigen, Randal J. Kirk, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock Conversion, Insider Trading, Capital Structure