What happened

• The Board of Directors of Inovio Pharmaceuticals, Inc. approved and adopted an amendment (the "Bylaws Amendment") to the Amended and Restated Bylaws of the Company, effective immediately, on Oct 6, 2026.
• The Bylaws Amendment adds a new Article 12 (Exclusive Forum) specifying forums for certain legal actions, and states that federal district courts will be the exclusive forum for claims under the Securities Act of 1933, as amended.

Key details

• Approved and adopted by the Board on Oct 6, 2026; effective immediately.
• Adds Article 12 (Exclusive Forum) to the Amended and Restated Bylaws.
• Designates the Court of Chancery of the State of Delaware as the exclusive forum for certain derivative actions and suits asserting breach of fiduciary duty by directors, officers or stockholders.
• Designates the federal district courts of the United States as the exclusive forum for complaints asserting causes of action under the Securities Act of 1933, as amended.

Why it may matter

• This filing reports Item 5.03: Amendments to articles of incorporation or bylaws, which covers the adoption of the Bylaws Amendment adding exclusive forum provisions and a federal forum provision for Securities Act claims. A filing does not show why the insider traded or why the company acted.