Form 4: Precigen Director Sells $18.6M in Stock After Conversion

Precigen Director and 10% owner Randal J. Kirk reported the conversion of preferred stock into common shares and subsequent sales totaling over $18.6 million through controlled entities.

Summary

• Randal J. Kirk, a Director and 10% owner of Precigen, Inc. (PGEN), reported transactions involving the company's common stock.
• On September 17, 2025, R.J. Kirk Declaration of Trust (R.J. Kirk DOT), an entity controlled by Mr. Kirk, converted 25,000 shares of 8.00% Series A Convertible Perpetual Preferred Stock into 17,385,257 shares of common stock.
• The conversion was based on an effective conversion price of $1.438 per common share, stemming from a private placement agreement dated December 27, 2024, which received shareholder approval on June 26, 2025.
• Following the conversion, Kapital Joe, LLC, another entity controlled by Mr. Kirk, sold a total of 5,000,252 shares of common stock.
• On September 18, 2025, 1,403,360 shares were sold at a weighted average price of $3.86 per share, totaling approximately $5,420,997.60.
• On September 19, 2025, an additional 3,596,892 shares were sold at a weighted average price of $3.68 per share, totaling approximately $13,235,551.36.
• The total value of common stock sold by controlled entities amounted to approximately $18,656,548.96.
• Following these transactions, Randal J. Kirk's indirect beneficial ownership through various controlled entities, including Kapital Joe, Parkview 2020, JPK 2008, JPK 2009, JPK 2012, MGK 2008, MGK 2009, MGK 2011, ZSK 2008, ZSK 2009, Kellie L. Banks LTT, Lotus, Sunset 2020, Third Security, and his spouse, remains substantial.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider selling by a key director and 10% owner. While the conversion of preferred stock is a technical event, the subsequent large-scale sales of common stock by controlled entities typically signal a bearish outlook or profit-taking, which can weigh on investor confidence.

Negatives

• Significant insider selling by a Director and 10% owner, Randal J. Kirk, through controlled entities, which can be interpreted negatively by the market.
• The sales occurred at weighted average prices of $3.86 and $3.68, which are above the conversion price of $1.438, indicating profit-taking.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing reports insider transactions and does not provide broader industry context or trends. It reflects specific investment decisions by a key insider rather than company-wide strategic shifts.

Related Party Transactions

• Randal J. Kirk controls multiple entities (R.J. Kirk DOT, Kapital Joe, Parkview 2020, JPK 2008, JPK 2009, JPK 2012, MGK 2008, MGK 2009, MGK 2011, ZSK 2008, ZSK 2009, Kellie L. Banks LTT, Lotus, Sunset 2020, and Third Security) that hold shares of Precigen, Inc. The reported transactions were conducted through R.J. Kirk DOT and Kapital Joe, LLC, making them related-party dealings due to Mr. Kirk's control and beneficial ownership.

Stakeholder Impact

• Shareholders may perceive the significant insider selling as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
• The conversion of preferred stock to common stock increases the number of outstanding common shares, which could lead to dilution for existing common shareholders, although this was part of a previously disclosed private placement.

Key Dates

Keywords

Precigen, PGEN, Randal Kirk, insider trading, stock sale, Form 4, beneficial ownership, preferred stock conversion, private placement