Tevogen grants performance-based restricted stock to CEO and CFO tied to $1 billion revenue goal

Tevogen Inc. disclosed in an 8-K dated September 14, 2026 that its board approved restricted stock awards for two executive officers under the company's 2024 Omnibus Incentive Plan. On the grant date, Tevogen granted Ryan Saadi, chief executive officer and chairperson of the board, 8,000,000 restricted shares, and Kirti Desai, chief financial officer, 750,000 restricted shares.¹

Vesting of the restricted shares depends on the board certifying that the company has achieved $1.0 billion in aggregate revenue by September 30, 2031, and the shares cannot be sold, gifted, pledged, or otherwise transferred before vesting.¹ Both executives will retain voting rights on the restricted shares even before vesting.¹

Immediately after the grant, Saadi directly or indirectly owned 74.4% and Desai directly owned 6.3% of the 15,736,540 shares of Tevogen common stock then outstanding.¹

The company said the awards are meant to tie the executives' pay to long-term growth. Tevogen described the grants as intended to align Saadi's and Desai's realized compensation with the company's growth and success by making vesting contingent on the revenue threshold.¹

The shares can be forfeited under several conditions. These include failing to meet the revenue threshold by the end of the performance period, termination of service before vesting, any attempted transfer prior to vesting, or an unassumed change in control, which would result in immediate forfeiture of unvested shares without consideration.¹ Forfeiture and repayment provisions also apply if the company determines a grantee engaged in "Conduct Detrimental to the Company," defined to include serious misconduct, breach of written agreements, or certain competitive activities.¹

The full terms are set out in a form RSA Agreement filed as Exhibit 10.1 to the filing.¹ The 8-K was signed by Saadi on September 16, 2026.