RA Capital Healthcare Fund LP 4

What Happened
RA Capital Management, L.P. (a reported >10% owner) reported a derivative acquisition on Form 4: a grant/award of 34,000 PepGen (PEPG) shares on June 18, 2026. The award is reported at $0.00 per share (total reported consideration $0) and is coded as an award/acquisition (derivative). Joshua Resnick, a Partner at the Adviser, serves on PepGen’s board; vesting will occur as described in the filing (see footnote).

Key Details

• Transaction date: 2026-06-18. Form filed: 2026-06-22 (appears timely under the 2-business-day rule).
• Instrument: Derivative award/option (code A) for 34,000 shares.
• Price/consideration: $0.00 per share; total reported $0.
• Shares owned after transaction: Not specified in the filing; reporting persons disclaim beneficial ownership (see footnotes).
• Footnotes:
  • F1: Vesting in full on earlier of (i) first anniversary of grant or (ii) issuer’s next annual meeting; vesting stops if Dr. Resnick ceases to be a director unless board decides otherwise.
  • F2/F3: RA Capital and related entities disclaim beneficial ownership; Dr. Resnick holds the option for the benefit of certain funds/accounts and must turn over any net cash or stock from exercise to the Adviser to offset advisory fees.
• Remark: Joshua Resnick is a Partner of the Adviser and serves on PepGen’s board.

Context
This is a grant of a derivative award (not an open-market purchase or a sale). Because of the Adviser/Dr. Resnick arrangement and the disclaimer language, the reporting persons state they do not claim direct beneficial ownership of the option or underlying shares — the award appears tied to fund/account arrangements and compensation/fee offset mechanics. Such grants are common and reflect compensation or institutional arrangements rather than immediate buy/sell sentiment; no exercise or sale of the shares is reported here.