SCHEDULE: Tevogen Bio Holdings Inc. Insider Ownership Update

Ryan Saadi, CEO of Tevogen Bio Holdings Inc., reports increased beneficial ownership following a restricted stock grant.

Summary

• Ryan Saadi, Chairman and CEO of Tevogen Bio Holdings Inc., has amended his Schedule 13D filing to reflect an increase in his beneficial ownership of the company's common stock.
• This update is primarily due to a grant of 1,220,000 shares of Restricted Stock on July 10, 2026, as compensation for his services.
• Saadi now beneficially owns 3,709,567 shares, representing 59.7% of the company's outstanding common stock as of July 14, 2026.
• The restricted shares vest over four years, beginning on the seventh anniversary of the grant date, contingent on continued service, with full vesting upon death or disability.
• These restricted shares carry voting rights but cannot be sold, transferred, or pledged before vesting, and are subject to forfeiture if Saadi departs the company before vesting, unless accelerated.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, reflecting a standard executive compensation event and increased alignment between the CEO and the company's long-term prospects.

Positives

• Increased beneficial ownership by the CEO, indicating continued commitment and alignment with shareholder interests.
• Grant of restricted stock as compensation, a common incentive to retain key executives.
• CEO holds a significant majority stake (59.7%), potentially signaling strong leadership and confidence in the company's future.

Negatives

• The restricted stock is subject to forfeiture, creating a potential risk for the CEO if employment is terminated before vesting.
• The majority of the CEO's shares are restricted and not immediately available for sale, limiting immediate liquidity for the CEO.

Risks

• Forfeiture of unvested restricted stock upon departure from the company, unless termination triggers accelerated vesting.
• The restricted stock cannot be sold, assigned, transferred, pledged, or hypothecated prior to vesting.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, the grant of restricted stock to the CEO and its vesting schedule suggest a long-term commitment and focus on continued service and company growth.

Management Comments

• The Reporting Person received a grant of 1,220,000 shares of Restricted Stock on July 10, 2026 as compensation for his service as Chairman and Chief Executive Officer of the Issuer.
• The shares of Restricted Stock vest in four equal annual installments beginning on the seventh anniversary of the grant date, subject to Dr. Saadi's continuous service with the Issuer through the vesting date, and provided that the shares will automatically vest in full in the event of termination due to death or disability.
• Dr. Saadi is entitled to vote the shares of Restricted Stock, but the shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered prior to vesting, subject to automatic forfeit.
• Dr. Saadi will automatically forfeit all unvested shares of Restricted Stock in the event he departs the Company for any reason, unless termination of his service triggers accelerated vesting.

Industry Context

StockSavvy.ai notes that this filing is a routine Schedule 13D amendment, common for significant beneficial owners, particularly executives, to report changes in their holdings. The structure of the restricted stock award is typical for executive compensation in the biotechnology sector, aiming to align executive interests with long-term company performance and retention.

Related Party Transactions

• Grant of 1,220,000 shares of Restricted Stock to Ryan Saadi (Chairman and CEO) as compensation for his services.

Stakeholder Impact

• Shareholders: Increased CEO ownership may signal strong commitment, but the restricted nature of shares limits immediate market impact. Potential for long-term value creation if the CEO's incentives are aligned with company growth.
• Employees: The CEO's compensation structure through restricted stock can be seen as a positive sign of leadership stability and long-term vision.
• Management: Reinforces the CEO's role and incentivizes continued service and performance.

Next Steps

• Vesting of restricted stock over a period of four years, commencing on July 10, 2033.
• Continued service by Ryan Saadi as Chairman and CEO, subject to the terms of the restricted stock award.

Key Dates

Keywords

Tevogen Bio Holdings Inc., Schedule 13D, Ryan Saadi, Restricted Stock, Beneficial Ownership, SEC Filing, Executive Compensation, Insider Trading