05/21/2026 | Press release | Distributed by Public on 05/21/2026 14:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 05/20/2026 | M | 9,450 | (1) | (1) | Common Stock | 9,450 | $ 0 | 18,900 | D | ||||
| Common Stock Option | $1.73 | 05/20/2026(3) | A | 46,876 | (4) | 05/20/2036 | Common Stock | 46,876 | $ 0 | 46,876 | D | ||||
| Restricted Stock Unit | (5) | 05/20/2026(6) | A | 37,684 | (5) | (5) | Common Stock | 37,684 | $ 0 | 37,684 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sumner Michael John 660 W. GERMANTOWN PIKE SUITE 110 PLYMOUTH MEETING, PA 19462 |
Chief Medical Officer | |||
| /s/ Michael John Sumner | 05/21/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 28,350 restricted stock units was as follows: 9,450 shares vested on May 20, 2026; 9,450 shares will vest on May 20, 2027; 9,450 shares will vest on May 20, 2028. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. |
| (2) | The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (1) herein. |
| (3) | The stock option grant was approved by Inovio's Board of Directors on March 4, 2026, subject to shareholder approval of the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan under which the stock options were granted. Inovio's shareholders approved the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan on May 20, 2026. |
| (4) | The vesting schedule for the options granted on May 20, 2026 was as follows: 15,626 shares will vest on February 26, 2027; 15,625 shares will vest on February 26, 2028; 15,625 shares will vest on February 26, 2029. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the restricted stock units granted on May 20, 2026 was as follows: 12,562 shares will vest on February 26, 2027; 12,561 shares will vest on February 26, 2028; 12,561 and shares will vest on February 26, 2029. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. |
| (6) | The restricted stock units were approved by Inovio's Board of Directors on March 4, 2026, subject to shareholder approval of the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan under which the restricted stock units were granted. Inovio's shareholders approved the amendment and restatement of the Amended and Restated 2023 Omnibus Incentive Plan on May 20, 2026. |