Donnelly Noel 4
4 · PepGen Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
PepGen (PEPG) CFO Donnelly Noel Sells 2,084 Shares
What Happened
Donnelly Noel, Chief Financial Officer of PepGen Inc. (PEPG), disposed of a total of 2,084 shares on 2026-03-04. The sales were: 2,032 shares at $6.23 each (proceeds $12,659) and 52 shares at $6.33 each (proceeds $329), totaling $12,988. These were sales (not purchases) and—per the filing footnote—were automatic sell‑to‑cover transactions tied to RSU vesting rather than discretionary market trades.
Key Details
- Transaction dates and prices:
- 2026-03-04: 2,032 shares sold @ $6.23 = $12,659
- 2026-03-04: 52 shares sold @ $6.33 = $329
- Total proceeds: $12,988
- Shares owned after transaction: not stated in the provided filing details
- Filing: Form 4 filed 2026-03-06 reporting transactions dated 2026-03-04 (filed two days after the transactions)
- Footnote (F1): Sales were automatic sell‑to‑cover to satisfy minimum statutory tax withholding on RSU vesting; the sale was provided for in the RSU agreement and is described as not being a discretionary trade (consistent with an affirmative defense under Rule 10b5‑1)
- Transaction codes: S = Sale; F (as noted in the footnote) = tax withholding/sell‑to‑cover
Context
Sell‑to‑cover transactions are common when restricted stock units vest and are generally routine tax‑related actions rather than signals of insider sentiment. Because these sales were automatic under the RSU agreement and not discretionary trades, they should be interpreted differently from voluntary open‑market sales.
Insider Transaction Report
- Sale
Common Stock
[F1]2026-03-04$6.23/sh−2,032$12,659→ 111,655 total - Sale
Common Stock
[F1]2026-03-04$6.33/sh−52$329→ 111,603 total
Footnotes (1)
- [F1]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 restricted stock units ("RSUs"). The mandatory sale of the Reporting Person's shares was provided for in a RSU 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.