Noel Donnelly - 04 Nov 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: 04 Nov 2025
Net transactions value: $0
Form type: 4
Filing time: 18 Dec 2025, 15:28:42 UTC
Previous filing: 05 Mar 2025
Next filing: 02 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Donnelly Noel	Chief Financial Officer	321 HARRISON AVE., 8TH FLOOR, C/O PEPGEN INC., BOSTON	/s/ Noel Donnelly, as attorney-in-fact	18 Dec 2025	0001922546

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PEPG	Stock Option (Right to Buy)	Disposed to Issuer	$0	-203,339	-100%	$0.000000	0	04 Nov 2025	Common Stock	203,339	$10.88	Direct	F1, F2
transaction	PEPG	Stock Option (Right to Buy)	Award	$0	+203,339		$0.000000	203,339	04 Nov 2025	Common Stock	203,339	$4.53	Direct	F1, F2
transaction	PEPG	Stock Option (Right to Buy)	Disposed to Issuer	$0	-169,037	-100%	$0.000000	0	04 Nov 2025	Common Stock	169,037	$12.00	Direct	F1, F3
transaction	PEPG	Stock Option (Right to Buy)	Award	$0	+169,037		$0.000000	169,037	04 Nov 2025	Common Stock	169,037	$4.53	Direct	F1, F3
transaction	PEPG	Stock Option (Right to Buy)	Disposed to Issuer	$0	-144,000	-100%	$0.000000	0	04 Nov 2025	Common Stock	144,000	$15.25	Direct	F1, F3
transaction	PEPG	Stock Option (Right to Buy)	Award	$0	+144,000		$0.000000	144,000	04 Nov 2025	Common Stock	144,000	$4.53	Direct	F1, F3
transaction	PEPG	Stock Option (Right to Buy)	Disposed to Issuer	$0	-144,000	-100%	$0.000000	0	04 Nov 2025	Common Stock	144,000	$16.62	Direct	F1, F3
transaction	PEPG	Stock Option (Right to Buy)	Award	$0	+144,000		$0.000000	144,000	04 Nov 2025	Common Stock	144,000	$4.53	Direct	F1, F3

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

Explanation of Responses:

Id	Content
F1	On November 4, 2025, the Issuer's Board of Directors approved a repricing of the Reporting Person's outstanding stock options granted under the Issuer's 2020 Stock Plan, 2022 Stock Option and Incentive Plan, and 2024 Inducement Plan. The exercise price of eligible options was reduced to $4.53, with all other terms unchanged except that the reduced exercise price is available only if the Reporting Person satisfies the applicable retention period; otherwise, the original exercise price will apply. The transactions reported herein are exempt pursuant to Rules 16b-6(d) and 16b-3 under the Securities Exchange Act of 1934.
F2	This stock option vests over four years following the vesting commencement date (October 15, 2021) with 25% of such shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments, subject to continued service through each vesting date.
F3	This option shall vest as follows: twenty-five percent (25%) on the one-year anniversary of the Grant Date and the remainder vesting in thirty-six (36) equal monthly installments, subject to the option recipient's continued service or employment with the Company on each applicable vesting date.