Noel Donnelly - 24 Feb 2025 Form 4 Insider Report for PepGen Inc. (PEPG)

Role: Chief Financial Officer
Signature: /s/ Noel Donnelly, as Attorney-in-Fact
Issuer symbol: PEPG
Transactions as of: 24 Feb 2025
Net transactions value: -$2,565
Form type: 4
Filing time: 26 Feb 2025, 20:12:15 UTC
Previous filing: 01 Mar 2024
Next filing: 05 Mar 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PEPG	Common Stock	Award	$0	+3,200		$0.000000	3,200	24 Feb 2025	Direct	F1
transaction	PEPG	Common Stock	Sale	$2,565	-1,527	-48%	$1.68	1,673	26 Feb 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 6, 2024, the Reporting Person was granted performance-based stock units ("PSUs") under the 2022 Stock Option and Incentive Plan. Each PSU represents the right to receive one share of Common Stock upon vesting. The shares reported were issued to the Reporting Person upon achievement of a performance condition on February 24, 2025, as determined by the Compensation Committee of the Company's Board of Directors.
F2	Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of the PSUs reported in this form. The mandatory sale of the Reporting Person's shares was provided for in a PSU agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 and the sale does not represent a discretionary trade by the Reporting Person.

Content

On February 6, 2024, the Reporting Person was granted performance-based stock units ("PSUs") under the 2022 Stock Option and Incentive Plan. Each PSU represents the right to receive one share of Common Stock upon vesting. The shares reported were issued to the Reporting Person upon achievement of a performance condition on February 24, 2025, as determined by the Compensation Committee of the Company's Board of Directors.

Represents shares automatically sold by the Company on behalf of the Reporting Person pursuant to a mandatory sell-to-cover provision in the award agreement required to cover minimum statutory tax withholding obligations that became due upon the vesting and settlement of the PSUs reported in this form. The mandatory sale of the Reporting Person's shares was provided for in a PSU agreement constituting a "binding contract" consistent with the affirmative defense to liability under Rule 10b5-1 and the sale does not represent a discretionary trade by the Reporting Person.