Workflow
Parker(PH) - 2025 Q4 - Annual Results
2025-08-07 12:01
Exhibit 99.1 Parker Reports Fiscal 2025 Fourth Quarter and Full Year Results Outstanding Q4 Contributes to Record Year; Forecasting Growth in FY26 CLEVELAND, August 7, 2025 -- Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today reported results for the quarter and fiscal year ended June 30, 2025, that included the following highlights (compared with the prior year period): Fiscal 2025 Fourth Quarter Highlights: Fiscal 2025 Full Year Highlights: "Our outstandin ...
Sabre(SABR) - 2025 Q2 - Quarterly Report
2025-08-07 12:01
PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Net loss for Q2 2025 significantly increased to $256.4 million due to discontinued operations and debt extinguishment losses, with total assets decreasing and stockholders' deficit widening [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) Q2 2025 revenue slightly decreased to $687.1 million, but operating income improved, though a significant loss on debt extinguishment led to a $256.4 million net loss Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | **Revenue** | $687,149 | $695,050 | | **Operating income** | $89,134 | $48,722 | | **Loss from continuing operations** | ($201,018) | ($69,731) | | **(Loss) income from discontinued operations** | ($55,514) | $246 | | **Net loss** | ($256,532) | ($69,485) | | **Net loss per common share** | ($0.65) | ($0.18) | Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | **Revenue** | $1,389,275 | $1,408,683 | | **Operating income** | $180,529 | $137,917 | | **Loss from continuing operations** | ($204,395) | ($136,821) | | **Loss from discontinued operations** | ($16,588) | ($3,769) | | **Net loss** | ($220,983) | ($140,590) | | **Net loss per common share** | ($0.57) | ($0.37) | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $4.42 billion by June 30, 2025, primarily due to reduced cash, while total stockholders' deficit widened to $1.80 billion Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $426,118 | $724,479 | | **Total current assets** | $952,558 | $1,163,218 | | **Total assets** | $4,419,145 | $4,634,929 | | **Long-term debt** | $4,997,092 | $4,834,776 | | **Total liabilities** | $6,223,459 | $6,226,700 | | **Total stockholders' deficit** | ($1,804,310) | ($1,604,699) | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Cash used in operating activities significantly increased to $281.8 million in H1 2025, primarily due to interest payments, leading to a $298.4 million decrease in total cash Cash Flow Summary (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | **Cash used in operating activities** | ($281,841) | ($29,856) | | **Cash used in investing activities** | ($30,083) | ($45,850) | | **Cash provided by financing activities** | $34,500 | $54,124 | | **Decrease in cash, cash equivalents and restricted cash** | ($298,375) | ($35,592) | - A key driver for the increased cash used in operations was a **$199.9 million payment of previously paid-in-kind interest** in H1 2025, which did not occur in H1 2024[16](index=16&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the Hospitality Solutions sale, now a single segment, with H1 2025 revenue of $1.11 billion from Distribution and $274.4 million from IT Solutions, and $5.04 billion total debt after refinancing - The company sold its Hospitality Solutions business, which is now presented as discontinued operations. As a result, Sabre now manages and reports its business in a single reportable segment[22](index=22&type=chunk)[23](index=23&type=chunk) Disaggregated Revenues (Six Months Ended June 30) | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Distribution | $1,114,881 | $1,122,852 | | IT Solutions | $274,394 | $285,831 | | **Total Sabre Revenue** | **$1,389,275** | **$1,408,683** | - On July 3, 2025, the company closed the sale of its Hospitality Solutions business for estimated net cash proceeds of **$960 million to $980 million**. A gain on the sale is expected to be recognized in Q3 2025[36](index=36&type=chunk) - Total outstanding debt was **$5.04 billion** as of June 30, 2025. In June 2025, the company issued **$1.325 billion in new notes** and repaid **$1.225 billion of existing debt**, resulting in an **$85 million loss on extinguishment of debt**[53](index=53&type=chunk)[64](index=64&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Hospitality Solutions sale, Q2 2025 revenue decrease, improved operating income due to cost cuts, and projected full-year 2025 pro forma free cash flow of $100-$140 million [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q2 2025 revenue decreased 1% to $687.1 million, but operating income significantly increased to $89.1 million due to cost reductions, despite a large debt extinguishment loss - **Q2 2025 vs Q2 2024:** - Revenue decreased by **$8 million (1%)** due to lower transaction volumes and IT solutions de-migrations[147](index=147&type=chunk) - Technology costs fell by **$27 million (13%)** due to cost reduction plans and cloud migration savings[149](index=149&type=chunk) - SG&A expenses decreased by **$25 million (16%)** from lower tax litigation reserves and cost savings[151](index=151&type=chunk) - Operating income increased by **$40.4 million (83%)**[152](index=152&type=chunk) - **H1 2025 vs H1 2024:** - Revenue decreased by **$19 million (1%)**[158](index=158&type=chunk) - Technology costs fell by **$53 million (13%)**[159](index=159&type=chunk) - SG&A expenses decreased by **$25 million (9%)**[161](index=161&type=chunk) - Operating income increased by **$42.6 million (31%)**[161](index=161&type=chunk) [Non-GAAP Financial Measures](index=27&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA increased to $118.3 million in Q2 2025, while H1 2025 Free Cash Flow showed a $321.0 million usage, primarily due to debt refinancing interest payments Non-GAAP Reconciliation Highlights (in thousands) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | **Adjusted Net Loss from continuing operations** | ($7,821) | ($22,224) | ($5,037) | ($27,484) | | **Adjusted EBITDA** | $118,255 | $110,335 | $249,075 | $236,619 | | **Free Cash Flow** | N/A | N/A | ($320,991) | ($75,406) | [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and equivalents were $426.1 million, with liquidity deemed sufficient due to the Hospitality Solutions sale proceeds used for debt repayment, and projected full-year 2025 pro forma free cash flow of $100-$140 million - Cash and cash equivalents were **$426.1 million** at June 30, 2025, down from **$724.5 million** at December 31, 2024[166](index=166&type=chunk) - The company projects full-year 2025 pro forma free cash flow to range from **$100 million to $140 million**, adjusted for the Hospitality Solutions sale and a **$227 million payment-in-kind interest payment**[170](index=170&type=chunk) - Following the Hospitality Solutions sale on July 3, 2025, the company used net proceeds to repay a total of **$798 million** across its 2021, 2022, and 2024 Term Loans, and **$23 million** of its Securitization Facility[117](index=117&type=chunk)[177](index=177&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risks include interest rates, foreign exchange, credit, and inflation, managed with derivatives, with no material changes since December 31, 2024 - Primary market risks include interest rates, foreign exchange rates, credit risk, and inflation[197](index=197&type=chunk) - The company uses derivative instruments to mitigate interest rate risk on its floating-rate borrowings[197](index=197&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[198](index=198&type=chunk) - No material changes to internal control over financial reporting occurred during the most recent fiscal quarter[199](index=199&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings, with material cases detailed in Note 13 of the consolidated financial statements - The company is involved in various routine legal proceedings. For details on material cases, refer to Note 13, which discusses ongoing income and service tax litigation in India[201](index=201&type=chunk)[109](index=109&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) Key risks include dependence on travel volumes, intense competition, significant indebtedness of $5.0 billion, IT system vulnerabilities, and potential costs from a Q3 2023 cybersecurity incident - The business is highly dependent on global travel transaction volumes and susceptible to disruptions from economic downturns, health crises, and political events[203](index=203&type=chunk)[204](index=204&type=chunk) - The company faces significant competition, requiring substantial and ongoing investment in technology and innovation, such as New Distribution Capability and AI, to remain competitive[206](index=206&type=chunk)[208](index=208&type=chunk) - A significant level of indebtedness (**$5.0 billion** as of June 30, 2025) poses risks, including increased vulnerability to economic conditions and the need to divert cash flow to service debt[264](index=264&type=chunk) - The company is exposed to security incidents and cyberattacks. A Q3 2023 incident where an unauthorized actor extracted company data has led to a class-action lawsuit and could result in significant future costs[248](index=248&type=chunk)[250](index=250&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The $500 million share repurchase program remains suspended, with no repurchases in H1 2025 and $287 million still authorized - The company's share repurchase program remains suspended[284](index=284&type=chunk) - No shares were repurchased in the six months ended June 30, 2025. Approximately **$287 million** remains authorized under the program[284](index=284&type=chunk) [Other Information](index=56&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading plans during Q2 2025 - No directors or executive officers adopted or terminated Rule 10b5-1 trading plans during the second quarter of 2025[285](index=285&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the 10-Q, including agreements, CEO/CFO certifications, and XBRL data files - Exhibits filed include forms of executive compensation agreements, debt indentures, and certifications required by the Sarbanes-Oxley Act[286](index=286&type=chunk)
Playtika(PLTK) - 2025 Q2 - Quarterly Results
2025-08-07 12:00
Exhibit 99.1 Playtika Holding Corp. Reports Q2 2025 Financial Results Revenue of $696.0 million and Direct-to-Consumer ("DTC") Revenue of $175.9 million Revenue Decreased (1.4)% Sequentially and Increased 11.0% Year Over Year DTC Platforms Revenue Decreased (1.8)% Sequentially and Increased 1.3% Year Over Year Herzliya, Israel - August 7, 2025 - Playtika Holding Corp. (NASDAQ: PLTK) today released financial results for its second quarter for the period ending June 30, 2025. Financial Highlights "We are plea ...
GCM Grosvenor(GCMG) - 2025 Q2 - Quarterly Results
2025-08-07 12:00
[GCM Grosvenor 2025 Second Quarter Results](index=1&type=section&id=GCM%20Grosvenor%202025%20Second%20Quarter%20Results) GCM Grosvenor reported strong Q2 2025 financial performance, marked by significant growth in AUM, FPAUM, and net income, alongside record fundraising and a declared dividend [Q2 2025 Financial Highlights](index=7&type=section&id=Second%20Quarter%202025%20Results) GCM Grosvenor reported strong Q2 2025 results, with AUM and FPAUM up **9%** to **$85.9 billion** and **$69.1 billion** respectively, GAAP Net Income surging **222%**, and record fundraising of **$8.9 billion** LTM Q2 2025 Key Financial Metrics (vs. Q2 2024) | Metric | June 30, 2025 | % Change vs Q2 2024 | | :--- | :--- | :--- | | **AUM** | $85.9 billion | 9% | | **FPAUM** | $69.1 billion | 9% | | **GAAP Revenue (Q2)** | $119.7 million | 2% | | **GAAP Net Income (Q2)** | $15.4 million | 222% | | **Diluted EPS (Q2)** | $0.05 | 25% | | **Fee-Related Earnings (Q2)** | $41.6 million | 6% | | **Adjusted EBITDA (Q2)** | $49.5 million | 9% | | **Adjusted Net Income (Q2)** | $32.1 million | 9% | - The company achieved record fundraising, raising **$8.9 billion** over the last twelve months, a **46%** increase year-over-year. Year-to-date fundraising reached **$5.3 billion**, up **52%** compared to the first half of 2024[8](index=8&type=chunk)[15](index=15&type=chunk) - The firm's share of unrealized carried interest increased by **$36 million** from the first quarter of 2025 to **$451 million**[15](index=15&type=chunk) - The Board of Directors approved a quarterly dividend of **$0.11 per share**[4](index=4&type=chunk) [Business Overview and Growth Drivers](index=9&type=section&id=Business%20Overview%20and%20Growth%20Drivers) This section details GCM Grosvenor's robust adjusted earnings growth, key business drivers, strategic focus on private markets, diversified fundraising, and expanding carried interest potential [Adjusted Earnings Trends](index=9&type=section&id=Adjusted%20Earnings) GCM Grosvenor demonstrated strong year-to-date growth in adjusted earnings metrics, with Fee-Related Earnings up **14%**, Adjusted EBITDA up **17%**, and Adjusted Net Income up **19%**, reflecting significant longer-term expansion since 2020 Year-to-Date Adjusted Earnings Growth (vs. YTD 2024) | Metric | YTD 2024 | YTD 2025 | % Growth | | :--- | :--- | :--- | :--- | | Fee-Related Earnings | $77.4M | $88.3M | 14% | | Adjusted EBITDA | $87.8M | $102.9M | 17% | | Adjusted Net Income | $56.6M | $67.4M | 19% | Longer-Term Adjusted Earnings Growth (LTM) | Metric | 2020 LTM | Q2 2025 LTM | % Growth | | :--- | :--- | :--- | :--- | | Fee-Related Earnings | $95.1M | $177.3M | 86% | | Adjusted EBITDA | $147.0M | $228.9M | 56% | | Adjusted Net Income | $91.0M | $151.5M | 67% | [Key Business and Growth Drivers](index=11&type=section&id=Growth%20in%20Key%20Business%20Drivers) Since December 2020, GCM Grosvenor has achieved substantial growth in AUM to **$86 billion**, driven by a strategic shift to direct-oriented strategies and improved LTM FRE Margin, supported by high client retention and channel expansion Growth of Key Metrics (Dec 2020 vs. June 2025) | Metric | Dec 31, 2020 | June 30, 2025 | | :--- | :--- | :--- | | AUM | $62bn | $86bn | | Private Markets % of AUM | 59% | 71% | | Direct-Oriented Strategies % of Private Markets AUM | 39% | 53% | | LTM FRE Margin | 31% | 44% | | Firm Share of Unrealized Carried Interest | $133mm | $451mm | - Key long-term growth drivers include[23](index=23&type=chunk) - **Client Retention:** Approximately **90%** private markets re-up rate - **Individual Investor Channel:** Raised **$3.6 billion** since 2020 - **Real Assets:** Raised **$17 billion** for real assets since 2020 - **Margin Expansion:** LTM FRE margin has expanded by approximately **1,300 basis points** since Q4 2020 [Company Profile and Strategy](index=15&type=section&id=GCM%20Grosvenor%3A%20Central%20to%20the%20Alternatives%20Ecosystem) GCM Grosvenor, a global alternative asset manager with **$86 billion** in AUM, leverages its open architecture across diverse strategies, achieving an **8% CAGR** in AUM since Q4 2020, primarily from Private Markets and Real Assets growth - The firm has **$86 billion** in AUM, with **71%** in customized separate accounts, and operates across **five main alternative strategies**[26](index=26&type=chunk)[29](index=29&type=chunk) AUM by Strategy (June 30, 2025) | Strategy | AUM (bn) | | :--- | :--- | | Private Equity | $31.7 | | Absolute Return | $25.0 | | Infrastructure | $16.9 | | Alternative Credit | $16.1 | | Real Estate | $6.6 | AUM Growth (CAGR since Q4 2020) | Strategy | CAGR | | :--- | :--- | | Total AUM | 8% | | Private Markets | 12% | | Real Assets | 23% | | Absolute Return Strategies | 0% | [Fundraising Analysis](index=19&type=section&id=Diversified%20Fundraising%20Drives%20Stability%20%26%20Growth) GCM Grosvenor's diversified fundraising, totaling **$8.9 billion** LTM and **$2.4 billion** in Q2 2025, is primarily driven by Americas and Pension channels, ensuring stability and growth - Total fundraising for Q2 2025 was **$2.4 billion**, and LTM fundraising was **$8.9 billion**[37](index=37&type=chunk)[38](index=38&type=chunk) LTM Fundraising Diversification | Category | Breakdown | | :--- | :--- | | **By Geography** | Americas: **62%**, EMEA: **20%**, APAC: **18%** | | **By Channel** | Pensions: **60%**, Government/Sovereign: **11%**, Individual Investor: **7%**, Financial Institutions: **7%**, Insurance: **6%** | [Private Markets Focus](index=21&type=section&id=Private%20Markets%20Growth) Private Markets AUM grew to **$61.0 billion** (**12% CAGR** since Q4 2020), driven by **$12.3 billion** in specialized fund closings and a strategic shift to direct-oriented strategies, enhancing the firm's earnings power - Cumulative closings for selected private market specialized funds reached **$12.3 billion** through Q2 2025[42](index=42&type=chunk) - Private Markets AUM has grown from **$36.8 billion** in Q4 2020 to **$61.0 billion** in Q2 2025, a **12% CAGR**[46](index=46&type=chunk) - There has been a significant shift to direct-oriented strategies, which now constitute **53%** of Private Markets AUM, up from **39%** at the end of 2020[21](index=21&type=chunk)[46](index=46&type=chunk)[48](index=48&type=chunk) Funds Currently in Market | Name | Asset Class | Investment Implementation | | :--- | :--- | :--- | | Private Credit funds | Private credit | Co-investments, Secondaries, Primaries | | Advance Fund II (Advance II) | Private equity | Co-investments, Secondaries, Primaries | | Secondary Opportunities Fund IV (GSF IV) | Private equity | Secondaries | [Carried Interest and Incentive Fees](index=25&type=section&id=Growing%20Carried%20Interest%20Earnings%20Power) GCM Grosvenor's incentive-based earnings potential expanded significantly, with total unrealized carried interest reaching **$909 million** and the firm's share growing to **$451 million**, supported by a **10% CAGR** in incentive-fee AUM Growth in Firm Share of Unrealized Carried Interest | Date | Total Unrealized Carry | Firm Share | Firm % of Total | | :--- | :--- | :--- | :--- | | Q4 2020 | $395M | $133M | 34% | | Q2 2025 | $909M | $451M | 50% | - The growth in unrealized carry is supported by an increase in AUM subject to incentive fees, which has grown at a **10% CAGR** since 2020 to **$61.7 billion**[57](index=57&type=chunk) - Despite the growth in unrealized carry, realized gross incentive fees have been relatively muted, indicating **significant embedded value**[53](index=53&type=chunk)[54](index=54&type=chunk) [Other Key Items & Financial Position](index=29&type=section&id=Other%20Key%20Items%20%26%20Financial%20Position) This section outlines GCM Grosvenor's strong capital position, including cash, investments, and unrealized carried interest, alongside its share repurchase program and management ownership [Capital Management and Ownership](index=29&type=section&id=Other%20Key%20Items) As of June 30, 2025, GCM Grosvenor held **$355 million** in cash and investments, with total potential value of **$806 million**, supported by an increased share repurchase authorization and **73%** management ownership Key Financial Metrics as of June 30, 2025 ($mm) | Metric | Amount | | :--- | :--- | | Cash and Cash Equivalents | $136 | | Investments | $219 | | **Cash and Investments** | **$355** | | Unrealized Carried Interest (Firm Share) | $451 | | **Total Cash, Investments & Unrealized Carry** | **$806** | - The Board increased the share repurchase authorization by **$30 million** to **$220 million** in August 2025. As of June 30, 2025, **$57 million** remained available under the prior authorization[60](index=60&type=chunk)[62](index=62&type=chunk) - Management holds **73%** of total shares outstanding, indicating strong insider alignment[61](index=61&type=chunk) [Supplemental Information](index=31&type=section&id=Supplemental%20Information) This section provides detailed GAAP financial statements, non-GAAP reconciliations, AUM and fee specifics, investment performance metrics, and comprehensive definitions for key financial terms [GAAP Financial Statements](index=33&type=section&id=GAAP%20Financial%20Statements) GAAP Statements of Income for Q2 2025 show **$119.7 million** in revenues and **$15.4 million** net income, with the balance sheet reporting **$636.9 million** in total assets and **$657.5 million** in liabilities GAAP Statement of Income Highlights (Three Months Ended June 30) | ($000) | 2024 | 2025 | | :--- | :--- | :--- | | Total operating revenues | $116,954 | $119,657 | | Operating income | $20,835 | $19,245 | | Net income attributable to GCM Grosvenor Inc. | $4,800 | $15,437 | GAAP Balance Sheet Highlights | ($000) | Dec 31, 2024 | Jun 30, 2025 | | :--- | :--- | :--- | | Total assets | $612,731 | $636,859 | | Total liabilities | $703,070 | $657,498 | | Total deficit | ($90,339) | ($20,639) | [Non-GAAP Financial Measures & Reconciliations](index=39&type=section&id=Summary%20of%20Non-GAAP%20Financial%20Measures) This section details GCM Grosvenor's non-GAAP financial performance, with YTD 2025 Fee-Related Earnings at **$88.3 million**, Adjusted EBITDA at **$102.9 million**, and Adjusted Net Income at **$67.4 million**, along with reconciliations to GAAP figures Non-GAAP Performance (Six Months Ended June 30) | ($000) | 2024 | 2025 | % Change | | :--- | :--- | :--- | :--- | | Fee-Related Revenue | $192,386 | $206,120 | 7% | | Fee-Related Earnings | $77,373 | $88,274 | 14% | | Adjusted EBITDA | $87,840 | $102,892 | 17% | | Adjusted Net Income | $56,598 | $67,364 | 19% | | Adjusted Net Income per Share | $0.30 | $0.34 | 13% | - The reconciliation tables show adjustments for items such as **non-cash compensation**, **amortization**, **transaction expenses**, and **changes in the fair value of warrant liabilities** to bridge from GAAP Net Income to Adjusted Net Income and Adjusted EBITDA[78](index=78&type=chunk)[81](index=81&type=chunk) [AUM and Fee Details](index=49&type=section&id=Change%20in%20FPAUM%20and%20AUM) In Q2 2025, AUM increased **5%** to **$85.9 billion** and FPAUM grew **4%** to **$69.1 billion**, driven by new capital and market value changes, with consistent average management fee rates across strategies FPAUM Rollforward - Q2 2025 ($mm) | Description | Amount | | :--- | :--- | | Beginning Balance (April 1, 2025) | $66,399 | | Contributions (New Capital & CNYFPAUM) | $1,992 | | Withdrawals & Distributions | ($792) | | Change in Market Value & FX | $1,474 | | **End of Period Balance (June 30, 2025)** | **$69,073** | Average Management Fee Rates (Q2 2025) | Strategy | Average Fee Rate | | :--- | :--- | | Private Markets | 0.54% | | Absolute Return Strategies (Mgmt Fee Only) | 0.67% | [Investment Performance Metrics](index=53&type=section&id=Private%20Markets%20Strategies%20Performance%20Metrics) This section presents investment performance metrics, highlighting Private Equity Co-Investments/Direct Investments with a net TVPI of **1.76x** and net IRR of **17.0%**, and Absolute Return Strategies achieving a **7.3%** five-year annualized net return Performance of All Private Equity Investments (as of 3/31/25) | Strategy | Investment Net TVPI | Investment Net IRR | | :--- | :--- | :--- | | Primary Fund Investments | 1.63x | 12.5% | | Secondary Investments | 1.42x | 13.4% | | Co-Investments/Direct Investments | 1.76x | 17.0% | Annualized Net Returns of Absolute Return Strategies (as of 6/30/25) | Period | Overall Net Return | | :--- | :--- | | One Year | 10.8% | | Three Year | 8.9% | | Five Year | 7.3% | | Since Inception (1996) | 6.0% | [Notes and Definitions](index=59&type=section&id=Notes%20and%20Definitions) This section provides detailed notes and definitions for financial metrics, including non-GAAP measures like **Adjusted EBITDA** and operational KPIs such as **AUM** and **FPAUM**, along with context for performance data and the share repurchase plan - Defines key non-GAAP measures used for evaluating profitability, including **Adjusted Net Income**, **Adjusted EBITDA**, and **Fee-Related Earnings (FRE)**[114](index=114&type=chunk)[116](index=116&type=chunk)[119](index=119&type=chunk) - Defines key performance indicators used to measure assets, including **Fee-Paying AUM (FPAUM)**, **Contracted, Not Yet Fee-Paying AUM (CNYFPAUM)**, and **Assets Under Management (AUM)**[122](index=122&type=chunk)[124](index=124&type=chunk) - Details the share repurchase plan, which was increased by **$30.0 million** in August 2025 to a total authorization of **$220.0 million** for repurchasing Class A common stock and warrants[129](index=129&type=chunk)
PMV Pharmaceuticals(PMVP) - 2025 Q2 - Quarterly Report
2025-08-07 12:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39539 PMV PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 46-3218129 (State or other jurisdi ...
PMV Pharmaceuticals(PMVP) - 2025 Q2 - Quarterly Results
2025-08-07 12:00
Exhibit 99.1 PMV Pharmaceuticals Reports Second Quarter 2025 Financial Results and Corporate Highlights PRINCETON, N.J., August 7, 2025 (GLOBE NEWSWIRE) - PMV Pharmaceuticals, Inc. ("PMV Pharma" or the "Company"; Nasdaq: PMVP), a precision oncology company pioneering the discovery and development of small molecule, tumor-agnostic therapies targeting p53, today reported financial results for the second quarter ended June 30, 2025, and provided a corporate update. PMV Pharma will host an investor webinar on W ...
Atlanta Braves (BATRA) - 2025 Q2 - Quarterly Results
2025-08-07 12:00
[Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) [Q2 2025 Key Financial Results](index=1&type=section&id=Q2%202025%20Key%20Financial%20Results) Atlanta Braves Holdings reported strong Q2 2025 results, with total revenue up 10% to $312.4 million, operating income up 68%, and Adjusted OIBDA up 44% Q2 2025 Key Financial Results (in thousands) | | Three months ended June 30, | % Change | Six months ended June 30, | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | **2025** | **2024** | | **2025** | **2024** | | | **Total revenue** | $312,440 | $282,876 | 10% | $359,651 | $319,956 | 12% | | **Adjusted OIBDA** | $65,704 | $45,750 | 44% | $37,155 | $11,996 | 210% | | **Operating income (loss)** | $41,787 | $24,936 | 68% | $(2,665) | $(27,419) | 90% | - Total revenue for Q2 2025 grew **10% to $312 million**, with Baseball revenue up 8% and Mixed-use development revenue up 49%[3](index=3&type=chunk) - Total Adjusted OIBDA for Q2 2025 increased by **44% to $66 million**, with Baseball Adjusted OIBDA growing 39% and Mixed-Use Development Adjusted OIBDA growing 53%[3](index=3&type=chunk) [Revenue Analysis](index=2&type=section&id=Revenue%20Analysis) Q2 2025 revenue growth was broad-based, with Baseball revenue up 8% and Mixed-use development revenue up 49% driven by new leases and acquisitions Q2 2025 Revenue by Source (in thousands) | Revenue Source (Q2 2025) | Amount (in thousands) | % Change YoY | | :--- | :--- | :--- | | **Baseball Revenue** | **$287,319** | **8%** | | - Baseball event | $180,349 | 5% | | - Broadcasting | $81,068 | 14% | | - Retail and licensing | $18,566 | (5)% | | **Mixed-use development** | **$25,121** | **49%** | | **Total revenue** | **$312,440** | **10%** | - The increase in Baseball revenue was primarily driven by growth in broadcasting due to additional streaming rights and contractual rate increases. Baseball event revenue also increased from higher ticket and sponsorship prices, though this was partially offset by lower concession revenue due to reduced attendance[7](index=7&type=chunk) - Mixed-use development revenue grew **49%** mainly due to increased rental income from new leases and an April 2025 real estate acquisition, as well as higher sponsorship revenue[8](index=8&type=chunk) [Operating Performance Analysis](index=2&type=section&id=Operating%20Performance%20Analysis) Operating income and Adjusted OIBDA improved in Q2 2025 as revenue growth outpaced expense increases, despite higher MLB revenue sharing and property costs - The growth in operating income and Adjusted OIBDA was a result of revenue growth outpacing increases in operating and SG&A expenses[9](index=9&type=chunk) - Baseball operating costs increased due to higher MLB revenue sharing, event expenses, and minor league costs, partially offset by a decrease in major league player salaries[9](index=9&type=chunk) - Mixed-use development costs rose due to operating costs from the April 2025 acquisition, while SG&A expenses increased from higher property taxes, insurance, professional fees, and personnel costs[9](index=9&type=chunk) [Financial Statements](index=8&type=section&id=Financial%20Statements) [Condensed Consolidated Balance Sheet](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) As of June 30, 2025, total assets increased to **$1.68 billion**, driven by property and equipment, while total liabilities rose to **$1.15 billion** Condensed Consolidated Balance Sheet (in thousands) | Balance Sheet Item | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total current assets** | $236,533 | $179,146 | | **Total assets** | **$1,683,861** | **$1,523,846** | | **Total current liabilities** | $371,162 | $286,660 | | **Total liabilities** | **$1,148,988** | **$987,622** | | **Total equity** | **$534,873** | **$536,224** | [Condensed Consolidated Statement of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations) For Q2 2025, net earnings were **$29.5 million** ($0.46 diluted EPS), and the six-month net loss significantly narrowed to **$11.9 million** Condensed Consolidated Statement of Operations (in thousands) | Statement of Operations | Three months ended June 30, 2025 (in thousands) | Six months ended June 30, 2025 (in thousands) | | :--- | :--- | :--- | | **Total revenue** | $312,440 | $359,651 | | **Operating income (loss)** | $41,787 | $(2,665) | | **Net earnings (loss)** | **$29,494** | **$(11,897)** | | **Diluted EPS** | **$0.46** | **$(0.19)** | [Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For H1 2025, operating activities provided **$87.6 million**, while investing activities used **$130.1 million**, primarily for real estate acquisition Condensed Consolidated Statement of Cash Flows (in thousands) | Cash Flow Activity (Six months ended June 30, 2025) | Amount (in thousands) | | :--- | :--- | | Net cash provided by operating activities | $87,640 | | Net cash used in investing activities | $(130,105) | | Net cash provided by financing activities | $83,487 | | **Net increase in cash** | **$41,022** | | **Cash at end of period** | **$153,621** | - A significant use of cash in the first half of 2025 was the **$93.7 million** acquisition of real estate assets[27](index=27&type=chunk) [Supplemental Disclosures](index=6&type=section&id=Supplemental%20Disclosures) [Non-GAAP Financial Measures (Adjusted OIBDA)](index=6&type=section&id=Non-GAAP%20Financial%20Measures%20(Adjusted%20OIBDA)) Adjusted OIBDA, a non-GAAP measure, was **$65.7 million** for Q2 2025, reconciled from GAAP operating income, reflecting operational strength - Adjusted OIBDA is defined as operating income (loss) plus stock-based compensation, depreciation and amortization, and other specified charges, used by management to assess operational strength[16](index=16&type=chunk)[17](index=17&type=chunk) Adjusted OIBDA Reconciliation (Q2 2025, in thousands) | Reconciliation Item | Amount (in thousands) | | :--- | :--- | | Operating income | $41,787 | | Stock-based compensation | $2,646 | | Depreciation and amortization | $21,271 | | **Adjusted OIBDA** | **$65,704** | [Cash and Debt Position](index=7&type=section&id=Cash%20and%20Debt%20Position) As of June 30, 2025, cash decreased to **$96.2 million** due to a real estate acquisition, while total debt increased to **$706.0 million** - Cash decreased by **$148 million** during the second quarter, primarily as a result of the real estate acquisition, capital expenditures, and seasonal working capital changes[21](index=21&type=chunk) Cash and Debt Position (in thousands) | Item | June 30, 2025 (in thousands) | March 31, 2025 (in thousands) | | :--- | :--- | :--- | | **Cash (GAAP)** | **$96,196** | **$244,679** | | **Total Debt** | **$706,032** | **$702,539** | | - Baseball Debt | $223,381 | $223,956 | | - Mixed-Use Development Debt | $482,651 | $478,583 | [Other Information](index=3&type=section&id=Other%20Information) [Company Overview](index=3&type=section&id=Company%20Overview) Atlanta Braves Holdings comprises the Atlanta Braves MLB franchise and The Battery Atlanta mixed-use real estate development - The company's primary holdings are the Atlanta Braves MLB team and The Battery Atlanta mixed-use real estate development[11](index=11&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements subject to risks and uncertainties, and investors should consult SEC filings for comprehensive risk information - The report includes forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those expressed[13](index=13&type=chunk) - Investors are directed to the company's publicly filed documents, such as the Form 10-K, for additional information on risks and uncertainties related to the business[14](index=14&type=chunk)
Atlanta Braves (BATRK) - 2025 Q2 - Quarterly Results
2025-08-07 12:00
[Atlanta Braves Holdings Second Quarter 2025 Financial Results](index=1&type=section&id=ATLANTA%20BRAVES%20HOLDINGS%20REPORTS%20SECOND%20QUARTER%202025%20FINANCIAL%20RESULTS) Atlanta Braves Holdings reported strong financial growth for Q2 2025, with total revenue increasing by 10% to $312 million and Adjusted OIBDA surging by 44% to $66 million, driven by significant growth in both baseball and mixed-use development segments [Discussion of Results](index=1&type=section&id=Discussion%20of%20Results) Atlanta Braves Holdings reported strong financial growth for Q2 2025, with total revenue increasing by 10% to $312 million and Adjusted OIBDA surging by 44% to $66 million, driven by significant growth in both baseball and mixed-use development segments [Revenue Performance](index=1&type=section&id=Revenue%20Performance) Total revenue for Q2 2025 increased by 10% year-over-year, reaching $312.44 million, primarily fueled by a 49% increase in mixed-use development revenue and an 8% rise in baseball revenue, with broadcasting revenue being a key driver within the baseball segment | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | % Change | | :---------------------------- | :--------------------- | :--------------------- | :------- | | Total revenue | $312,440 | $282,876 | 10 % | | Baseball revenue | $287,319 | $266,001 | 8 % | | Mixed-use development revenue | $25,121 | $16,875 | 49 % | - Baseball revenue growth was primarily driven by a **14% increase in broadcasting revenue** due to additional streaming rights and contractual rate increases, and a **5% increase in baseball event revenue** from season tickets and sponsorship contracts, with other revenue also seeing an **80% increase** due to a concert and special events[5](index=5&type=chunk)[7](index=7&type=chunk) - Mixed-use development revenue increased significantly by **49%** due to higher rental income from new lease commencements and an April 2025 real estate acquisition, as well as increased sponsorship revenue[5](index=5&type=chunk)[8](index=8&type=chunk) [Operating Income and Adjusted OIBDA Performance](index=1&type=section&id=Operating%20Income%20and%20Adjusted%20OIBDA%20Performance) Operating income for Q2 2025 increased by 68% to $41.79 million, and Adjusted OIBDA grew by 44% to $65.70 million, as revenue growth outpaced increases in operating and selling, general and administrative expenses | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | % Change | | :--------------- | :--------------------- | :--------------------- | :------- | | Adjusted OIBDA | $65,704 | $45,750 | 44 % | | Operating income | $41,787 | $24,936 | 68 % | - Baseball Adjusted OIBDA grew **39% to $52 million**, while Mixed-Use Development Adjusted OIBDA grew **53% to $18 million**[3](index=3&type=chunk) - Operating costs increased due to MLB's revenue sharing plan, Truist Park event expenses, minor league expenses, and operating costs from the April 2025 real estate acquisition, with SG&A expenses rising due to increased property taxes, insurance, professional fees, and personnel costs[9](index=9&type=chunk) [About Atlanta Braves Holdings, Inc.](index=3&type=section&id=About%20Atlanta%20Braves%20Holdings%2C%20Inc.) Atlanta Braves Holdings, Inc. primarily comprises the Major League Baseball franchise, the Atlanta Braves, and a real estate portfolio including The Battery Atlanta, a mixed-use development adjacent to Truist Park - The company's core assets are the Atlanta Braves MLB franchise and The Battery Atlanta mixed-use development[11](index=11&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section outlines forward-looking statements regarding future business, financial performance, and strategies, emphasizing that such statements involve risks and uncertainties and actual results may differ materially, advising against undue reliance and referring to SEC filings for detailed risk factors - Forward-looking statements are identified by words like "believe," "estimate," "expect," and "anticipate," covering business strategies, future financial performance, and trends[13](index=13&type=chunk) - Such statements are subject to risks and uncertainties, including historical financial information not being representative of future results, ability to recognize benefits from the split-off from Liberty Media, costs as a standalone company, financing, indebtedness, impact of inflation, litigation, operational risks outside the US, tax carryforwards, regulatory compliance, changes in strategic relationships, on-field success, player talent, organized labor, broadcasting revenue, data security, key personnel retention, real estate business risks, stock price fluctuations, and geopolitical events[13](index=13&type=chunk)[14](index=14&type=chunk) [Non-GAAP Financial Measures and Supplemental Disclosures](index=6&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES%20AND%20SUPPLEMENTAL%20DISCLOSURES) This section defines Adjusted OIBDA as a non-GAAP financial measure used by ABH to assess operational strength and performance, providing a reconciliation to GAAP operating income and clarifying that it supplements, rather than replaces, GAAP measures - Adjusted OIBDA is defined as operating income (loss) plus stock-based compensation, depreciation and amortization, separately reported litigation settlements, restructuring, acquisition, and impairment charges[16](index=16&type=chunk) - ABH uses Adjusted OIBDA to indicate operational strength, performance, and for analytical comparisons, believing it identifies items not directly reflective of ongoing business trends[17](index=17&type=chunk) - Operating income is considered the most directly comparable GAAP measure, and Adjusted OIBDA is intended to supplement GAAP measures, not replace them[17](index=17&type=chunk) [Adjusted OIBDA Reconciliation](index=6&type=section&id=SCHEDULE%201%3A%20Reconciliation%20of%20Adjusted%20OIBDA%20to%20Operating%20Income%20%28Loss%29) The reconciliation shows how Adjusted OIBDA is derived from operating income by adding back non-cash and non-recurring items, highlighting the operational performance of the Baseball and Mixed-Use Development segments | (amounts in thousands) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating income (loss) | $41,787 | $24,936 | $(2,665) | $(27,419) | | Stock-based compensation | 2,646 | 3,705 | 5,292 | 7,424 | | Depreciation and amortization | 21,271 | 17,109 | 34,528 | 31,991 | | **Adjusted OIBDA** | **$65,704** | **$45,750** | **$37,155** | **$11,996** | | Baseball Adjusted OIBDA | $52,047 | $37,391 | $12,447 | $(4,325) | | Mixed-Use Development Adjusted OIBDA | $17,566 | $11,509 | $30,453 | $21,442 | | Corporate and other | $(3,909) | $(3,150) | $(5,745) | $(5,121) | [Cash and Debt](index=7&type=section&id=SCHEDULE%202%3A%20Cash%20and%20Debt) ABH's cash decreased by $148 million in Q2 2025, primarily due to a real estate acquisition, capital expenditures, and seasonal working capital changes, while total debt increased by $3 million, mainly from borrowings for mixed-use development capital projects - ABH cash decreased by **$148 million** during Q2 2025, driven by the April 2025 acquisition of real estate assets, other capital expenditures, seasonal working capital changes, and increases in restricted cash[21](index=21&type=chunk) - Total ABH debt increased by **$3 million** in Q2 2025, primarily due to borrowings on Mixed-Use Development debt to support capital projects[21](index=21&type=chunk) | (amounts in thousands) | June 30, 2025 | March 31, 2025 | | :--------------------- | :------------ | :------------- | | ABH Cash (GAAP) | $96,196 | $244,679 | | Total ABH Debt (GAAP) | $703,101 | $699,466 | [Condensed Consolidated Financial Statements](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Atlanta Braves Holdings, Inc., including the balance sheet, statement of operations, and statement of cash flows, providing a comprehensive view of the company's financial health and performance [Condensed Consolidated Balance Sheet](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEET) As of June 30, 2025, total assets increased to $1.68 billion from $1.52 billion at December 31, 2024, primarily driven by increases in property and equipment and other assets, while total liabilities also increased to $1.15 billion from $987.62 million, mainly due to higher current liabilities and long-term debt | Metric (in thousands) | June 30, 2025 | Dec 31, 2024 | | :------------------------- | :------------ | :----------- | | Total assets | $1,683,861 | $1,523,846 | | Total liabilities | $1,148,988 | $987,622 | | Total stockholders' equity | $522,828 | $524,179 | - Current assets increased significantly from **$179.15 million to $236.53 million**, largely due to an increase in restricted cash and accounts receivable[24](index=24&type=chunk) - Current liabilities rose from **$286.66 million to $371.16 million**, mainly due to increases in accounts payable and accrued liabilities, and deferred revenue, with long-term debt also increasing[25](index=25&type=chunk) [Condensed Consolidated Statement of Operations](index=10&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20OPERATIONS) For the three months ended June 30, 2025, ABH reported net earnings of $29.49 million, consistent with the prior year, and basic EPS of $0.47, while for the six months, the company reported a net loss of $11.90 million, a significant improvement from the $22.16 million loss in the prior year period | Metric (in thousands, except per share) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $312,440 | $282,876 | $359,651 | $319,956 | | Operating income (loss) | $41,787 | $24,936 | $(2,665) | $(27,419) | | Net earnings (loss) | $29,494 | $29,109 | $(11,897) | $(22,163) | | Basic EPS | $0.47 | $0.47 | $(0.19) | $(0.36) | - Interest expense increased for both the three and six-month periods, while share of earnings from affiliates decreased[26](index=26&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, net cash provided by operating activities increased to $87.64 million from $56.75 million in the prior year, net cash used in investing activities significantly increased to $130.11 million, primarily due to a $93.71 million acquisition of real estate assets, and net cash provided by financing activities also increased to $83.49 million | Metric (in thousands) | 2025 | 2024 | | :-------------------------------------------------------- | :----------- | :----------- | | Net cash provided by (used in) operating activities | $87,640 | $56,752 | | Net cash provided by (used in) investing activities | $(130,105) | $(58,105) | | Net cash provided by (used in) financing activities | $83,487 | $24,992 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $41,022 | $23,639 | - The significant increase in cash used in investing activities was primarily due to the **$93.71 million acquisition of real estate assets** in 2025, compared to no such acquisition in 2024[27](index=27&type=chunk) - Borrowings of debt increased substantially to **$88.51 million** in 2025 from **$33.41 million** in 2024, contributing to the higher cash from financing activities[27](index=27&type=chunk) [Contact Information](index=11&type=section&id=Contact) This section provides contact details for investor relations inquiries for Atlanta Braves Holdings, Inc - Investors can contact Cameron Rudd for investor relations at **(404) 614-2300** or **investorrelations@braves.com**[28](index=28&type=chunk)
Burford Capital(BUR) - 2025 Q2 - Quarterly Results
2025-08-07 12:00
Burford Burford Capital Second Quarter 2025 Financial Results August 7, 2025 This presentation is for the use of Burford's public shareholders and is not an offering of any Burford private fund. Notice & disclaimer This presentation (this "Presentation") provides certain information to facilitate review and understanding of the business, financial condition and results of operations of Burford Capital Limited (together with its subsidiaries, the "Company", "Burford", " we", " our" or " us") as of and for th ...
PepGen(PEPG) - 2025 Q2 - Quarterly Report
2025-08-07 12:00
[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section details PepGen Inc.'s Form 10-Q filing for Q2 2025, including company status and stock information [Filing Details](index=1&type=section&id=Filing%20Details) PepGen Inc. filed its Q2 2025 Form 10-Q as a non-accelerated, smaller reporting, and emerging growth company - PepGen Inc. is a non-accelerated filer, smaller reporting company, and an emerging growth company[3](index=3&type=chunk) Common Stock Information | Metric | Value | | :----- | :---- | | Common Stock Outstanding (as of Aug 1, 2025) | 32,799,724 shares | | Par Value per Share | $0.0001 | [Table of Contents](index=2&type=section&id=Table%20of%20Contents) This section provides an organized listing of all chapters and sections within the Form 10-Q report [Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions investors about forward-looking statements, which involve risks and uncertainties [Forward-Looking Statements Disclaimer](index=3&type=section&id=Forward-Looking%20Statements%20Disclaimer) The report contains forward-looking statements subject to known and unknown risks, cautioning against reliance beyond the filing date - Forward-looking statements cover areas such as R&D programs, clinical trials, ability to continue as a going concern, capital raising, product candidate development, regulatory approval, commercialization, intellectual property, future expenses, market size, financial performance, market acceptance, regulatory developments, third-party contracts, competition, personnel, litigation, and the impact of epidemics/pandemics[8](index=8&type=chunk) - The company operates in an evolving environment, and new risk factors may emerge. Investors should read the entire Form 10-Q with the understanding that actual future results may differ materially from forward-looking statements[9](index=9&type=chunk) [Trademarks](index=5&type=section&id=TRADEMARKS) This section clarifies the usage of trademarks within the report, including company and third-party marks [Trademark Usage Disclosure](index=5&type=section&id=Trademark%20Usage%20Disclosure) The report's trademark references, with or without symbols, do not waive rights or imply third-party endorsement - References to trademarks and trade names, including logos and artwork, may appear without ® or ™ symbols, but this does not indicate a waiver of rights by their respective owners[14](index=14&type=chunk) - The company's use or display of other companies' trade names or trademarks is not intended to imply a relationship with, or endorsement or sponsorship by, those companies[14](index=14&type=chunk) [Summary of Material Risks Associated with Our Business](index=6&type=section&id=SUMMARY%20OF%20MATERIAL%20RISKS%20ASSOCIATED%20WITH%20OUR%20BUSINESS) This section summarizes key business risks, including financial losses, funding needs, and development challenges [Key Business Risks](index=6&type=section&id=Key%20Business%20Risks) Key risks include significant losses, funding needs, early-stage development, PGN-EDODM1 dependence, and IP challenges - The company has incurred significant losses since inception, has no approved products, and expects to incur losses for the foreseeable future, with substantial doubt about its ability to continue as a going concern without additional funding[17](index=17&type=chunk) - Development efforts are early-stage, with PGN-EDO51 development voluntarily discontinued in May 2025, making the business highly dependent on the success of the remaining clinical-stage product candidate, PGN-EDODM1[17](index=17&type=chunk) - Key risks include lengthy and expensive preclinical/clinical development with uncertain outcomes, reliance on third parties for manufacturing and testing, significant competition, and the ability to obtain and maintain patent protection for its EDO platform and product candidates[17](index=17&type=chunk) [PART I. FINANCIAL INFORMATION](index=9&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's analysis [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Unaudited condensed consolidated financial statements reflect ongoing losses and liquidity concerns, raising going concern doubt [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets and stockholders' equity from December 31, 2024, to June 30, 2025, primarily driven by a reduction in cash, cash equivalents, and marketable securities, reflecting ongoing operational cash burn | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Cash and cash equivalents | $35,072 | $49,421 | $(14,349) | | Marketable securities | $39,581 | $70,770 | $(31,189) | | Total current assets | $77,486 | $123,761 | $(46,275) | | Total assets | $102,242 | $150,883 | $(48,641) | | Total liabilities | $31,084 | $32,263 | $(1,179) | | Total stockholders' equity | $71,158 | $118,620 | $(47,462) | | Accumulated deficit | $(324,752) | $(271,463) | $(53,289) | [Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss%20(Unaudited)) The company reported increased net losses for both the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to higher operating expenses, particularly in research and development, and a decrease in interest income | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $18,391 | $25,063 | $43,769 | $39,795 | | General and administrative | $5,541 | $5,362 | $11,484 | $10,428 | | Total operating expenses | $23,932 | $30,425 | $55,253 | $50,223 | | Operating loss | $(23,932) | $(30,425) | $(55,253) | $(50,223) | | Interest income | $842 | $2,121 | $1,964 | $3,856 | | Net loss | $(23,087) | $(28,335) | $(53,289) | $(46,355) | | Net loss per share (basic and diluted) | $(0.70) | $(0.87) | $(1.63) | $(1.52) | | Weighted-average common shares outstanding | 32,748,646 | 32,469,187 | 32,711,887 | 30,562,794 | [Condensed Consolidated Statements of Stockholders' Equity (Unaudited)](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Unaudited)) Stockholders' equity decreased significantly from December 31, 2024, to June 30, 2025, primarily due to the net loss incurred during the period, partially offset by stock-based compensation expense and issuance of stock under employee plans | Metric (in thousands) | Balance as of Dec 31, 2024 | Balance as of Jun 30, 2025 | Change | | :-------------------- | :------------------------- | :------------------------- | :----- | | Common Stock Shares | 32,619,663 | 32,799,724 | +180,061 | | Common Stock Amount | $3 | $3 | $0 | | Additional Paid-in Capital | $390,057 | $395,950 | +$5,893 | | Accumulated Other Comprehensive (Loss) Income | $23 | $(43) | $(66) | | Accumulated Deficit | $(271,463) | $(324,752) | $(53,289) | | Total Stockholders' Equity | $118,620 | $71,158 | $(47,462) | - Key activities impacting stockholders' equity for the six months ended June 30, 2025, include **$5.795 million in stock-based compensation expense** and a **net loss of $53.289 million**[25](index=25&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) The company continued to use significant cash in operating activities for the six months ended June 30, 2025, though net cash provided by investing activities turned positive due to marketable securities maturities. Financing activities provided minimal cash compared to the prior year, which included proceeds from public offerings | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :----- | | Net cash used in operating activities | $(46,531) | $(38,885) | $(7,646) | | Net cash provided by (used in) investing activities | $32,106 | $(64,036) | +$96,142 | | Net cash provided by financing activities | $98 | $88,294 | $(88,196) | | Net decrease in cash, cash equivalents and restricted cash | $(14,349) | $(14,689) | +$340 | | Cash, cash equivalents and restricted cash at end of period | $36,620 | $67,633 | $(31,013) | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail business, accounting policies, and financial items, emphasizing ongoing 'going concern' uncertainty due to losses [1. Nature of Business and Basis of Presentation](index=13&type=section&id=1.%20Nature%20of%20Business%20and%20Basis%20of%20Presentation) PepGen Inc., a clinical-stage biotech, faces 'going concern' doubt due to recurring losses and no revenue generation - PepGen Inc. is a clinical-stage biotechnology company focused on advancing oligonucleotide therapeutics for severe neuromuscular and neurologic diseases[31](index=31&type=chunk) - The company completed a corporate reorganization in November 2020, making PepGen (Delaware corporation) the parent, and dissolved its UK subsidiary, PepGen Limited, on December 10, 2024[32](index=32&type=chunk)[105](index=105&type=chunk) - The company has filed shelf registration statements for up to **$300.0 million** (effective June 2023) and **$250.0 million** (effective July 2024) for various securities offerings[33](index=33&type=chunk)[128](index=128&type=chunk)[131](index=131&type=chunk) - As of June 30, 2025, the company had an accumulated deficit of **$324.8 million** and cash, cash equivalents, and marketable securities of **$74.7 million**. Management expects existing funds to last into Q2 2026, but not for a full year from the financial statement issuance date, leading to substantial doubt about its ability to continue as a going concern[35](index=35&type=chunk)[36](index=36&type=chunk) [2. Summary of Significant Accounting Policies](index=15&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) There have been no changes to the company's significant accounting policies since December 31, 2024. The company, as an emerging growth company, has elected to use the extended transition period for complying with new or revised accounting standards - No changes to significant accounting policies since December 31, 2024[40](index=40&type=chunk) - The company adopted ASU No. 2023-07 (Segment Reporting) for the year ended December 31, 2024, and ASU No. 2023-09 (Income Tax Disclosures) on January 1, 2025, with no material effect on financial statements[42](index=42&type=chunk)[44](index=44&type=chunk) - The company is evaluating the potential impact of ASU No. 2024-03 (Expense Disaggregation Disclosures), effective for fiscal years beginning after December 15, 2026[45](index=45&type=chunk) [3. Fair Value Measurements](index=17&type=section&id=3.%20Fair%20Value%20Measurements) The company's financial assets measured at fair value primarily consist of U.S. Treasury-backed money market funds and U.S. Treasury notes, all classified as Level 1 inputs within the fair value hierarchy. The total fair value of these assets decreased from $116.34 million at December 31, 2024, to $72.43 million at June 30, 2025 Fair Value of Financial Assets | Asset (in thousands) | As of June 30, 2025 (Total Fair Value) | As of December 31, 2024 (Total Fair Value) | | :------------------- | :------------------------------------- | :----------------------------------------- | | U.S. Treasury-backed money market funds | $32,847 | $45,570 | | U.S. Treasury notes | $39,581 | $70,770 | | Total | $72,428 | $116,340 | - All fair value measurements for cash equivalents and marketable securities are based on Level 1 inputs (quoted prices in active markets)[47](index=47&type=chunk)[48](index=48&type=chunk) Marketable Securities Maturity | Marketable Securities Maturity (in thousands) | June 30, 2025 | | :------------------------------------ | :------------ | | Maturing in one year or less | $39,581 | | Maturing after one year through two years | $— | | Maturing after two years | $— | | Total | $39,581 | [4. Property and Equipment, Net](index=18&type=section&id=4.%20Property%20and%20Equipment,%20Net) Net property and equipment decreased from $3.7 million at December 31, 2024, to $2.5 million at June 30, 2025. This decrease was influenced by depreciation expense and a $0.7 million non-cash impairment charge on unused lab and office equipment during Q2 2025 Property and Equipment, Net | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Lab equipment | $4,021 | $5,110 | | Computer and office equipment | $1,702 | $1,556 | | Construction in process | $1 | $96 | | Total property and equipment | $5,724 | $6,762 | | Less: accumulated depreciation | $(3,235) | $(3,046) | | Total property and equipment, net | $2,489 | $3,716 | - Depreciation expense was **$0.3 million** for Q2 2025 and **$0.7 million** for the six months ended June 30, 2025[49](index=49&type=chunk) - A **$0.7 million** non-cash impairment charge was taken in Q2 2025 for unused lab and computer equipment, impacting R&D and G&A expenses[50](index=50&type=chunk) [5. Accrued Expenses](index=18&type=section&id=5.%20Accrued%20Expenses) Total accrued expenses increased slightly from $11.85 million at December 31, 2024, to $12.36 million at June 30, 2025, primarily due to an increase in research and development expenses Accrued Expenses | Accrued Expense (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------------- | :------------ | :---------------- | | Research and development expenses | $8,901 | $6,903 | | Employee-related expenses | $2,423 | $3,617 | | Professional services | $915 | $1,138 | | Other | $125 | $192 | | Total accrued expenses | $12,364 | $11,850 | [6. Related Party Transactions](index=18&type=section&id=6.%20Related%20Party%20Transactions) The company has a technology license agreement with Oxford University Innovation Limited (OUI) and Medical Research Council (MRC) for cell-penetrating peptides. It also has affiliations with RA Capital Management, L.P., whose affiliated directors receive compensation paid directly to RA Capital - The company holds an exclusive worldwide license from OUI and MRC for cell-penetrating peptides for Duchenne muscular dystrophy, spinal muscular atrophy, and other conditions[52](index=52&type=chunk) - Potential milestone payments to licensors aggregate **$0.1 million**, and low single-digit royalties on net sales exceeding **£20-30 million** are due[54](index=54&type=chunk) - OSE (an OUI affiliate) owned **14.5%** of the company's common stock as of June 30, 2025. RA Capital Management, L.P. affiliates owned **32.6%** of common stock as of June 30, 2025[58](index=58&type=chunk)[59](index=59&type=chunk) Related Party Compensation | Related Party Compensation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | OSE (Dr. Ashton's service) | $0 | $11.875 | $0 | $23.750 | | RA Capital (Dr. Resnick's service) | $12 | $10.750 | $24 | $21.500 | [7. Commitments and Contingencies](index=20&type=section&id=7.%20Commitments%20and%20Contingencies) A shareholder class action lawsuit regarding PGN-EDO51 was filed; the company denies merit but acknowledges litigation risks - A shareholder class action lawsuit was filed on **June 9, 2025**, alleging material misrepresentations/omissions regarding PGN-EDO51 between March 7, 2024, and March 3, 2025[62](index=62&type=chunk)[155](index=155&type=chunk) - The company believes the allegations are without merit and will defend the case vigorously, but acknowledges that litigation can adversely impact business due to defense costs and diversion of management resources[63](index=63&type=chunk)[155](index=155&type=chunk) - The company enters into standard indemnification agreements in the ordinary course of business, with unknown maximum exposure, but does not anticipate significant losses[65](index=65&type=chunk) [8. Stockholders' Equity](index=22&type=section&id=8.%20Stockholders'%20Equity) The company has authorized 500 million shares of common stock and 10 million shares of preferred stock. No cash dividends were declared. A significant number of shares are reserved for issuance under various equity compensation plans - The company has authority to issue **500,000,000 shares of common stock** and **10,000,000 shares of undesignated preferred stock**[66](index=66&type=chunk) - No cash dividends were declared during the six months ended June 30, 2025[66](index=66&type=chunk) Shares Reserved for Issuance | Shares Reserved for Issuance | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Stock options issued and outstanding | 6,623,482 | 5,845,039 | | Unvested restricted stock and performance stock units | 272,957 | 101,280 | | Authorized for future stock awards or option grants under the 2022 Plan | 1,141,750 | 657,167 | | Authorized for future stock awards or option grants under the Inducement Plan | 797,184 | 702,184 | | Authorized for future issuance under the ESPP | 645,413 | 397,998 | | Total | 9,480,786 | 7,703,668 | [9. Stock-Based Compensation](index=22&type=section&id=9.%20Stock-Based%20Compensation) Stock-based compensation increased, with active equity plans and significant option/RSU grants and forfeitures - The company has four equity compensation plans: 2020 Stock Plan (no new awards), 2022 Stock Option and Incentive Plan, 2022 Employee Stock Purchase Plan (ESPP), and 2024 Inducement Plan[68](index=68&type=chunk)[70](index=70&type=chunk) Stock Option Activity | Stock Option Activity | Six Months Ended June 30, 2025 | | :-------------------- | :----------------------------- | | Outstanding as of Dec 31, 2024 | 5,845,039 | | Granted | 1,752,874 | | Canceled/Forfeited | (974,431) | | Outstanding as of Jun 30, 2025 | 6,623,482 | | Weighted-average exercise price (Jun 30, 2025) | $9.70 | | Weighted-average grant date fair value of options granted | $1.82 | | Total unrecognized compensation cost (Jun 30, 2025) | $25.6 million (over ~2.47 years) | RSU and PSU Activity | RSU and PSU Activity | Six Months Ended June 30, 2025 | | :------------------- | :----------------------------- | | Outstanding as of Dec 31, 2024 | 101,280 (72,725 time-based, 28,555 PSUs) | | Granted | 333,690 (time-based) | | Vested | (101,280) (72,725 time-based, 28,555 PSUs) | | Forfeited | (60,733) (time-based) | | Issued and unvested as of Jun 30, 2025 | 272,957 (time-based) | | Unrecognized compensation costs (Jun 30, 2025) | $0.8 million (over ~3.68 years) | Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $923 | $1,269 | $2,519 | $2,014 | | General and administrative | $1,440 | $1,593 | $3,276 | $2,870 | | Total | $2,363 | $2,862 | $5,795 | $4,884 | [10. Income Taxes](index=24&type=section&id=10.%20Income%20Taxes) The company reported no income tax expense for the three and six months ended June 30, 2025 and 2024, due to recurring losses. A $0.7 million tax benefit was recognized in December 2024 due to the liquidation of its UK subsidiary, resolving an uncertain tax position related to an IP asset transfer - Income tax expense was nil for the three and six months ended June 30, 2025 and 2024[77](index=77&type=chunk) - A **$4.4 million** tax charge (including **$0.7 million** uncertain tax position) was estimated in 2022 due to the transfer of IP assets from PepGen Limited (UK) to PepGen Inc. (US)[78](index=78&type=chunk)[79](index=79&type=chunk) - Approximately **$0.7 million** in unrecognized tax benefits were released in December 2024 due to the liquidation of PepGen Limited[80](index=80&type=chunk) [11. Segment Reporting](index=24&type=section&id=11.%20Segment%20Reporting) The company operates as a single segment, focusing on oligonucleotide therapeutics, with R&D expenses tracked program-by-program - The company has one reportable segment, focused on advancing oligonucleotide therapeutics for severe neuromuscular and neurologic diseases[82](index=82&type=chunk) - Operating expenses and net loss are used by the chief operating decision maker to evaluate R&D progress and allocate resources, particularly for the two lead product candidates (one discontinued in May 2025)[83](index=83&type=chunk) Functional Operating Expenses | Functional Operating Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | PGN-EDODM1 direct R&D expenses | $4,688 | $6,755 | $16,396 | $10,848 | | PGN-EDO51 direct R&D expenses | $4,582 | $9,585 | $7,998 | $12,444 | | Total research and development expense | $18,391 | $25,063 | $43,769 | $39,795 | | Total general and administrative expense | $5,541 | $5,362 | $11,484 | $10,428 | | Net loss | $(23,087) | $(28,335) | $(53,289) | $(46,355) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, results, and liquidity, focusing on the strategic shift to PGN-EDODM1 and 'going concern' doubt [Overview](index=26&type=section&id=Overview) PepGen Inc. is a clinical-stage biotechnology company focused on developing next-generation oligonucleotide therapies for severe neuromuscular and neurological diseases using its proprietary Enhanced Delivery Oligonucleotide (EDO) platform - PepGen is a clinical-stage biotechnology company advancing oligonucleotide therapies for severe neuromuscular and neurological diseases[86](index=86&type=chunk) - The company's proprietary Enhanced Delivery Oligonucleotide (EDO) platform uses cell-penetrating peptides (CPPs) to improve uptake and activity of conjugated oligonucleotide therapeutics[86](index=86&type=chunk) [Business Update](index=26&type=section&id=Business%20Update) PepGen announced the voluntary discontinuation of PGN-EDO51 development for Duchenne muscular dystrophy (DMD) in May 2025, following insufficient dystrophin protein levels in the CONNECT1 study. The company will now focus its development efforts on the PGN-EDODM1 program for myotonic dystrophy type 1 (DM1) - On **May 28, 2025**, PepGen voluntarily discontinued development of PGN-EDO51 for Duchenne muscular dystrophy (DMD) and will wind down all DMD-related R&D activities[87](index=87&type=chunk)[89](index=89&type=chunk) - The decision was based on PGN-EDO51 not achieving target dystrophin levels (**0.59% of normal**) in the 10 mg/kg cohort of the CONNECT1 study, despite a generally favorable safety profile[89](index=89&type=chunk) - The company will now focus on advancing its PGN-EDODM1 program for myotonic dystrophy type 1 (DM1)[90](index=90&type=chunk) [PGN-EDODM1](index=26&type=section&id=PGN-EDODM1) PGN-EDODM1 for DM1 shows favorable Phase 1 data, with Phase 2 initiated and regulatory designations received - PGN-EDODM1 is being developed for myotonic dystrophy type 1 (DM1) with a unique mechanism of action and delivery approach[91](index=91&type=chunk) - Initial data from the Phase 1 FREEDOM study (5 and 10 mg/kg cohorts) showed a favorable emerging safety profile and robust dose-dependent splicing correction[92](index=92&type=chunk) - The company has concluded dose escalation in the FREEDOM trial with the 15 mg/kg cohort, with data expected in early Q4 2025[93](index=93&type=chunk) - A Phase 2 FREEDOM2 study is currently dosing participants in the 5 mg/kg cohort in Canada and the U.K., with data expected in Q1 2026[94](index=94&type=chunk) - PGN-EDODM1 has been granted Orphan Drug Designation and Fast Track Designation by the FDA for DM1[95](index=95&type=chunk) [Initial Public Offering, ATM Program, Follow-on Offering and Liquidity](index=28&type=section&id=Initial%20Public%20Offering,%20ATM%20Program,%20Follow-on%20Offering%20and%20Liquidity) PepGen funded operations via equity, but faces significant losses and needs additional capital by Q2 2026 - The company received **$122.9 million** in gross proceeds from its May 2022 IPO[96](index=96&type=chunk) - In February 2024, the company received **$9.9 million** net proceeds from its ATM program and **$76.4 million** net proceeds from a follow-on offering, totaling **$86.3 million**[98](index=98&type=chunk) - Net losses were **$53.3 million** for the six months ended June 30, 2025, and **$46.4 million** for the six months ended June 30, 2024[100](index=100&type=chunk) - As of June 30, 2025, the accumulated deficit was **$324.8 million**, and cash, cash equivalents, and marketable securities totaled **$74.7 million**[100](index=100&type=chunk) - Existing cash is expected to fund operations into Q2 2026, but additional capital will be required beyond that point, leading to substantial doubt about the company's ability to continue as a going concern[101](index=101&type=chunk)[103](index=103&type=chunk) [Corporate Reorganization](index=30&type=section&id=Corporate%20Reorganization) PepGen Limited (UK) underwent a corporate reorganization in November 2020, forming PepGen Inc. (Delaware) as the parent company. Following the transfer of operations and intellectual property, PepGen Limited was dissolved on December 10, 2024 - PepGen Limited (UK) completed a corporate reorganization on **November 9, 2020**, establishing PepGen Inc. (Delaware) as the sole stockholder[104](index=104&type=chunk) - Intellectual property assets were transferred from PepGen Limited to PepGen Inc. effective **January 1, 2022**[105](index=105&type=chunk) - PepGen Limited was dissolved on **December 10, 2024**[105](index=105&type=chunk) [Components of Results of Operations](index=30&type=section&id=Components%20of%20Results%20of%20Operations) This section details operating expenses (R&D, G&A), other income, and income taxes, with R&D costs recognized as incurred [Operating Expenses](index=30&type=section&id=Operating%20Expenses) Operating expenses comprise R&D and G&A costs, with R&D recognized as incurred and internal resources unallocated by program - Research and development expenses include external costs (CROs, CDMOs, consultants), personnel-related costs, laboratory supplies, and facility costs[106](index=106&type=chunk) - R&D expenses are recognized as incurred; payments made prior to receipt of goods/services are recorded as prepaid expenses[106](index=106&type=chunk) - Internal R&D resources are deployed across multiple programs and not tracked on a program-specific basis[108](index=108&type=chunk) Research and Development Expenses | Research and Development Expenses (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | PGN-EDODM1 external | $4,688 | $6,755 | $16,396 | $10,848 | | PGN-EDO51 external | $4,582 | $9,585 | $7,998 | $12,444 | | Other programs and unallocated external | $65 | $486 | $435 | $917 | | Total external expense | $9,335 | $16,826 | $24,829 | $24,209 | | Personnel-related (internal) | $5,841 | $5,887 | $13,312 | $10,795 | | Facilities and related costs (internal) | $1,318 | $1,415 | $2,581 | $2,948 | | Other (internal) | $1,897 | $935 | $3,047 | $1,843 | | Total research and development expenses | $18,391 | $25,063 | $43,769 | $39,795 | [General and Administrative](index=32&type=section&id=General%20and%20Administrative) General and administrative expenses primarily include personnel-related costs, legal fees for intellectual property and corporate matters, professional fees for audit, accounting, and consulting, and insurance costs. These expenses are expected to remain consistent due to public company operating requirements - General and administrative expenses consist mainly of personnel-related costs (salaries, incentives, payroll taxes, benefits, stock-based compensation), legal fees, professional fees (audit, accounting, consulting), and insurance[112](index=112&type=chunk) - These expenses are expected to remain consistent to support public company operating expenses, including audit, legal, regulatory, tax, insurance, and investor relations costs[113](index=113&type=chunk) [Other Income (Expense), Net](index=32&type=section&id=Other%20Income%20(Expense),%20Net) Other income (expense), net, primarily consists of interest earned on cash deposits and U.S. Treasury-backed money market funds, along with realized and unrealized gains and losses on currency revaluation - Interest income is derived from cash deposits and U.S. Treasury-backed money market funds[114](index=114&type=chunk) - Other income (expense), net, includes realized and unrealized gains and losses on currency revaluation[115](index=115&type=chunk) [Income Taxes](index=32&type=section&id=Income%20Taxes) The company has not recorded a U.S. provision for federal or state income taxes due to having no revenue and incurring losses since inception - No income tax expense was recorded for the three and six months ended June 30, 2025 and 2024, due to the company having no revenue and incurring losses since inception[116](index=116&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section provides a detailed comparison of the company's financial performance for the three and six months ended June 30, 2025, versus the same periods in 2024, highlighting changes in operating expenses, other income, and net loss [Comparison of the Three Months Ended June 30, 2025 and June 30, 2024](index=32&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20June%2030,%202025%20and%20June%2030,%202024) For the three months ended June 30, 2025, net loss decreased by $5.2 million compared to the prior year, primarily driven by a $6.7 million decrease in R&D expenses, partially offset by a $1.3 million decrease in interest income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Period-to-Period Change | | :-------------------- | :------------ | :------------ | :---------------------- | | Research and development | $18,391 | $25,063 | $(6,672) | | General and administrative | $5,541 | $5,362 | $179 | | Total operating expenses | $23,932 | $30,425 | $(6,493) | | Operating loss | $(23,932) | $(30,425) | $6,493 | | Interest income | $842 | $2,121 | $(1,279) | | Net loss | $(23,087) | $(28,335) | $5,248 | - R&D expenses decreased by **$6.7 million**, mainly due to a **$6.4 million** decrease in manufacturing costs and a **$1.3 million** decrease in preclinical costs, partially offset by a **$0.7 million** increase in clinical trial wind-down costs for PGN-EDO51 and a **$0.7 million** impairment charge for lab equipment[118](index=118&type=chunk) - G&A expenses increased by **$0.2 million**, driven by higher consulting and legal expenses and facility costs, partially offset by lower personnel-related costs[119](index=119&type=chunk) [Comparison of the Six Months Ended June 30, 2025 and June 30, 2024](index=34&type=section&id=Comparison%20of%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%20June%2030,%202024) For the six months ended June 30, 2025, net loss increased by $6.9 million compared to the prior year, primarily due to a $4.0 million increase in R&D expenses and a $1.1 million increase in G&A expenses, coupled with a $1.9 million decrease in interest income | Metric (in thousands) | June 30, 2025 | June 30, 2024 | Period-to-Period Change | | :-------------------- | :------------ | :------------ | :---------------------- | | Research and development | $43,769 | $39,795 | $3,974 | | General and administrative | $11,484 | $10,428 | $1,056 | | Total operating expenses | $55,253 | $50,223 | $5,030 | | Operating loss | $(55,253) | $(50,223) | $(5,030) | | Interest income | $1,964 | $3,856 | $(1,892) | | Net loss | $(53,289) | $(46,355) | $(6,934) | - R&D expenses increased by **$4.0 million**, driven by a **$1.4 million** increase in manufacturing costs, a **$2.5 million** increase in personnel-related costs (including **$0.5 million** in stock-based compensation), and a **$1.8 million** increase in clinical trial costs (including PGN-EDO51 wind-down costs)[123](index=123&type=chunk) - G&A expenses increased by **$1.1 million**, primarily due to a **$0.7 million** increase in personnel-related costs (including **$0.4 million** in stock-based compensation) and a **$0.3 million** increase in consulting and legal expenses[124](index=124&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) PepGen relies on equity funding, with $74.7 million cash as of June 2025, requiring more capital by Q2 2026 - From inception through June 30, 2025, the company funded operations primarily through common and convertible preferred stock sales, totaling **$163.9 million** gross proceeds before IPO, **$122.9 million** gross from IPO, and **$86.3 million** net from 2024 ATM and follow-on offerings[127](index=127&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - As of June 30, 2025, cash, cash equivalents, and marketable securities were **$74.7 million**, expected to fund operations into Q2 2026[132](index=132&type=chunk)[135](index=135&type=chunk) - Future capital requirements depend on the scope and costs of preclinical/clinical development for PGN-EDODM1, other product candidates, regulatory reviews, manufacturing, IP protection, and commercialization efforts[133](index=133&type=chunk)[168](index=168&type=chunk) - The company has no off-balance sheet arrangements that have a material current or reasonably likely future effect on its financial condition[136](index=136&type=chunk) [Cash Flows](index=38&type=section&id=Cash%20Flows) Operating cash outflow increased to $46.5 million, investing activities provided $32.1 million, and financing was minimal | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(46,531) | $(38,885) | | Net cash provided by (used in) investing activities | $32,106 | $(64,036) | | Net cash provided by financing activities | $98 | $88,294 | | Net decrease in cash, cash equivalents and restricted cash | $(14,349) | $(14,689) | - Operating cash outflow for H1 2025 was **$46.5 million**, driven by a **$53.3 million** net loss, partially offset by **$7.9 million** in non-cash adjustments (stock-based compensation, depreciation, amortization, impairment) and changes in operating assets/liabilities[138](index=138&type=chunk)[139](index=139&type=chunk) - Investing activities provided **$32.1 million** in H1 2025, primarily from **$39.0 million** in marketable securities maturities, offset by **$6.7 million** in purchases[141](index=141&type=chunk) - Financing activities provided **$0.1 million** in H1 2025 from employee equity plans, significantly lower than **$88.3 million** in H1 2024 which included proceeds from public offerings[143](index=143&type=chunk)[144](index=144&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) There have been no material changes to the company's critical accounting policies and estimates since its Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to critical accounting policies and estimates since the Annual Report on Form 10-K for the year ended December 31, 2024[145](index=145&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk is primarily interest income sensitivity, with no material impact from rate changes, but credit risk is concentrated - Primary market risk is interest income sensitivity, but a hypothetical **100 basis point** change in interest rates would not materially impact financial results due to short-term investment maturities[147](index=147&type=chunk) - The company's cash and money market accounts are concentrated in three U.S. financial institutions, with deposits potentially exceeding insured limits[148](index=148&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were effective as of June 30, 2025, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of June 30, 2025[150](index=150&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended June 30, 2025[153](index=153&type=chunk) [PART II. OTHER INFORMATION](index=43&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part includes legal proceedings, risk factors, equity sales, and other disclosures not covered in financial information [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) PepGen faces a shareholder class action lawsuit regarding PGN-EDO51, denying claims but acknowledging litigation risks - A shareholder class action lawsuit was filed on **June 9, 2025**, against PepGen Inc. and its CEO/CFO, alleging material misrepresentations regarding PGN-EDO51 between March 7, 2024, and March 3, 2025[155](index=155&type=chunk) - The company believes the allegations are without merit and intends to defend vigorously, but recognizes that litigation can negatively impact business, financial condition, results of operations, and prospects[155](index=155&type=chunk) - No estimate of possible loss has been recorded due to the uncertainties related to the likelihood and amount of any potential loss[155](index=155&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) This section details significant investment risks, including financial position, product development, and operational challenges [Risks Related to Our Financial Position and Need for Additional Capital](index=43&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Need%20for%20Additional%20Capital) Significant operating losses and accumulated deficit raise 'going concern' doubt, requiring substantial additional capital - The company has incurred significant operating losses since inception, with net losses of **$53.3 million** and **$46.4 million** for the six months ended June 30, 2025 and 2024, respectively, and an accumulated deficit of **$324.8 million** as of June 30, 2025[157](index=157&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern, as existing cash, cash equivalents, and marketable securities (**$74.7 million** as of June 30, 2025) are expected to fund operations only into Q2 2026[167](index=167&type=chunk) - Future capital requirements are substantial and depend on the progress of PGN-EDODM1, other product candidates, regulatory reviews, manufacturing, IP protection, and commercialization efforts[168](index=168&type=chunk) - Failure to raise additional capital could lead to delays, reductions, or termination of R&D programs or commercialization efforts, potentially forcing the company to cease operations[165](index=165&type=chunk)[170](index=170&type=chunk) [Risks Related to Discovery, Development, Preclinical and Clinical Testing](index=48&type=section&id=Risks%20Related%20to%20Discovery,%20Development,%20Preclinical%20and%20Clinical%20Testing) Early-stage development, PGN-EDODM1 as sole candidate, and uncertain, lengthy clinical trials pose significant risks - The company is early in its development efforts, with PGN-EDO51 development voluntarily discontinued in May 2025 due to insufficient dystrophin levels in the CONNECT1 trial, making PGN-EDODM1 its primary clinical-stage candidate[175](index=175&type=chunk)[202](index=202&type=chunk) - Preclinical and clinical development is a lengthy, expensive, and uncertain process; earlier results (e.g., PGN-EDO51 Phase 1) may not predict later clinical trial success (e.g., PGN-EDO51 Phase 2)[187](index=187&type=chunk)[200](index=200&type=chunk)[203](index=203&type=chunk) - Delays or difficulties in patient enrollment for clinical trials, including for PGN-EDODM1, could significantly impact the ability to complete trials and increase development costs[205](index=205&type=chunk)[206](index=206&type=chunk) - Undesirable side effects or unexpected adverse properties of product candidates could delay or prevent clinical trials, regulatory approval, or limit commercial potential, as observed with mild, transient kidney biomarker changes and hypomagnesemia in PGN-EDO51 trials[212](index=212&type=chunk)[213](index=213&type=chunk) [Risks Related to Our Dependence on Third Parties](index=67&type=section&id=Risks%20Related%20to%20Our%20Dependence%20on%20Third%20Parties) Heavy reliance on third-party manufacturers and CROs creates risks of delays, increased costs, and supply chain instability - The company relies on third parties (CDMOs, CROs) for product manufacturing, research, and preclinical/clinical testing, which reduces control over these activities but does not relieve regulatory compliance responsibility[222](index=222&type=chunk)[225](index=225&type=chunk) - Failure of third parties to perform satisfactorily, comply with regulations (e.g., GCPs, cGMPs), or meet deadlines could delay development, regulatory approval, and commercialization[225](index=225&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk) - There are limited CDMOs capable of manufacturing oligonucleotides and peptides, potentially hindering the company's ability to contract with sufficient manufacturers due to competition[229](index=229&type=chunk) - Dependence on a small number of third-party suppliers for raw materials and product candidates creates risks of supply disruptions, price increases, and delays if suppliers cannot perform or are lost[231](index=231&type=chunk)[237](index=237&type=chunk) [Risks Related to Regulatory Approval and Other Regulatory and Legal Compliance Matters](index=79&type=section&id=Risks%20Related%20to%20Regulatory%20Approval%20and%20Other%20Regulatory%20and%20Legal%20Compliance%20Matters) Regulatory approval is uncertain and costly, with risks from compliance, data privacy, and evolving healthcare laws - The company has limited experience in conducting and managing the full suite of clinical trials and obtaining regulatory approvals, with PGN-EDO51 development discontinued due to efficacy concerns[257](index=257&type=chunk)[259](index=259&type=chunk) - The marketing approval process is expensive, time-consuming, and uncertain, with regulatory authorities having substantial discretion to delay, limit, or deny approval based on trial design, safety/efficacy, or manufacturing processes[262](index=262&type=chunk)[266](index=266&type=chunk)[269](index=269&type=chunk) - Even with accelerated approval pathways (Fast Track, Breakthrough Therapy, Orphan Drug), there is no guarantee of faster development, review, or approval, and exclusivity benefits may not prevent competition[273](index=273&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk)[283](index=283&type=chunk) - The company is subject to stringent and evolving data protection, privacy, and security laws (e.g., GDPR, CCPA), with non-compliance potentially leading to investigations, fines (up to **4% of global revenues** or **€20 million**), and reputational harm[327](index=327&type=chunk)[328](index=328&type=chunk)[333](index=333&type=chunk) - Relationships with healthcare providers and third-party payors are subject to anti-kickback, fraud and abuse, and other healthcare laws, with potential for criminal sanctions, civil penalties, and reputational damage for non-compliance[307](index=307&type=chunk)[312](index=312&type=chunk) - The Rare Pediatric Disease Priority Review Voucher (PRV) program began to sunset on **December 20, 2024**, and the company may not be eligible for a PRV for PGN-EDODM1[285](index=285&type=chunk) [Risks Related to Commercialization](index=109&type=section&id=Risks%20Related%20to%20Commercialization) Commercialization risks include intense competition, market acceptance challenges, small patient populations, and reimbursement hurdles - The company faces substantial competition from major pharmaceutical and biotechnology companies, with competitors potentially developing superior products or obtaining regulatory approval more rapidly[348](index=348&type=chunk)[349](index=349&type=chunk) - For DM1, pipeline candidates include antibody-linked siRNAs, antibody-conjugated antisense oligonucleotides, peptide-conjugated PMOs, and other approaches from companies like Avidity, Dyne, Entrada, Vertex, Arrowhead, and Sarepta[350](index=350&type=chunk) - Even if approved, product candidates may fail to gain sufficient market acceptance by physicians, patients, and third-party payors, depending on efficacy, safety, cost, and ease of administration[357](index=357&type=chunk) - Focusing on rare diseases means small target patient populations, requiring successful patient identification and significant market share to achieve profitability[358](index=358&type=chunk)[360](index=360&type=chunk) - Failure to obtain or maintain adequate coverage and reimbursement from governmental and commercial payors could limit marketability and revenue generation for approved products[363](index=363&type=chunk) - The company lacks a sales or marketing infrastructure and faces risks and significant costs in establishing its own or relying on third parties for commercialization[369](index=369&type=chunk)[370](index=370&type=chunk) [Risks Related to Our Intellectual Property](index=117&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) IP protection is critical but uncertain, facing risks from patent challenges, third-party licenses, and global enforcement issues - The company's success depends on obtaining, maintaining, and defending patent and other intellectual property protection for its EDO platform and product candidates, which is an expensive, time-consuming, and complex process[373](index=373&type=chunk)[376](index=376&type=chunk) - The patent portfolio is early-stage, with many pending applications, and there is no assurance that patents will issue or provide sufficient breadth of protection to prevent competition[374](index=374&type=chunk)[377](index=377&type=chunk) - Rights are subject to terms of licenses from third parties (e.g., OUI/MRC License); failure to comply with obligations or termination of licenses could lead to loss of critical IP rights[381](index=381&type=chunk)[382](index=382&type=chunk) - Protecting IP rights globally is challenging due to varying laws and enforcement, potentially allowing third parties to use technologies in jurisdictions where protection is weaker[391](index=391&type=chunk)[392](index=392&type=chunk) - The company relies on trade secret protection, but these are difficult to protect and vulnerable to unauthorized disclosure or independent discovery by competitors[408](index=408&type=chunk)[410](index=410&type=chunk) - The company may face legal proceedings alleging infringement of third-party IP rights, which are expensive, time-consuming, and could result in injunctions, monetary damages, or the need to obtain costly licenses[411](index=411&type=chunk)[415](index=415&type=chunk) [Risks Related to Employee Matters, Managing Growth and Other Operational Matters](index=137&type=section&id=Risks%20Related%20to%20Employee%20Matters,%20Managing%20Growth%20and%20Other%20Operational%20Matters) Success depends on talent retention, managing growth, mitigating international risks, and protecting against cybersecurity threats - Future success depends on retaining key executives and attracting/retaining qualified scientific, clinical, manufacturing, accounting, legal, and sales/marketing personnel, with intense competition for limited talent[428](index=428&type=chunk)[429](index=429&type=chunk) - Expected growth in employees and operations will require implementing and improving managerial, operational, and financial systems, and recruiting/training personnel, which may be difficult to manage effectively[430](index=430&type=chunk)[431](index=431&type=chunk) - International activities expose the company to risks such as foreign currency fluctuations, differing regulatory regimes, adverse tax consequences, geopolitical tensions, and trade barriers[432](index=432&type=chunk)[435](index=435&type=chunk) - Internal IT systems and those of vendors are vulnerable to cybersecurity incidents, breaches, or disruptions, which could compromise confidential information, disrupt development programs, and lead to liability or reputational harm[438](index=438&type=chunk)[439](index=439&type=chunk)[442](index=442&type=chunk)[443](index=443&type=chunk) - Operations are vulnerable to natural disasters, pandemics, or other catastrophic events, which could cause significant disruptions to R&D, preclinical studies, clinical trials, and commercialization[445](index=445&type=chunk) - Adverse developments in the financial services industry (e.g., liquidity problems, defaults) could impair access to funding, affect counterparties' ability to pay, and negatively impact financial condition[446](index=446&type=chunk)[449](index=449&type=chunk)[450](index=450&type=chunk) [Risks Related to Ownership of Our Common Stock](index=145&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Common%20Stock) Stock price volatility, dilution from capital raises, significant insider influence, and anti-takeover provisions pose risks - The stock price of common stock is volatile and fluctuates substantially, influenced by factors such as clinical trial results, regulatory decisions, competitive products, and general economic conditions[456](index=456&type=chunk) - Raising additional capital through equity or convertible debt securities will dilute existing stockholders' ownership interest[453](index=453&type=chunk) - Executive officers, directors, and principal shareholders (beneficially owning **~66.8%** as of June 30, 2025) have significant influence over matters submitted to stockholders, potentially delaying or preventing mergers or changes in control[462](index=462&type=chunk) - Anti-takeover provisions in corporate documents and Delaware law could discourage or prevent acquisitions and limit stockholders' ability to replace management[477](index=477&type=chunk)[478](index=478&type=chunk) - As an 'emerging growth company' and 'smaller reporting company,' the company benefits from reduced disclosure requirements, which may make its common stock less attractive to some investors[466](index=466&type=chunk)[468](index=468&type=chunk)[469](index=469&type=chunk) - Operating as a public company incurs substantial legal, accounting, and compliance costs, requiring significant management time and resources[471](index=471&type=chunk) [General Risk Factors](index=156&type=section&id=General%20Risk%20Factors) General risks include tax law changes, NOL limitations, disclosure control failures, litigation, and foreign exchange exposure - Changes in tax laws (e.g., OECD Pillar Two Model Rules, U.S. corporate income tax) or their interpretation could adversely affect the business and financial condition, potentially increasing tax liabilities[486](index=486&type=chunk)[487](index=487&type=chunk)[488](index=488&type=chunk) - The ability to utilize net operating loss (NOL) carryforwards (**$58.2 million** federal, **$76.6 million** state as of Dec 31, 2024) and research and development tax credits may be limited by 'ownership changes' under U.S. and U.K. tax laws[491](index=491&type=chunk)[492](index=492&type=chunk)[494](index=494&type=chunk)[495](index=495&type=chunk) - Disclosure controls and procedures, while designed for reasonable assurance, may not prevent or detect all errors or acts of fraud due to inherent limitations[497](index=497&type=chunk)[498](index=498&type=chunk) - The company is exposed to securities class action litigation, as evidenced by a recent lawsuit filed on **June 9, 2025**, which can be expensive and divert management attention[499](index=499&type=chunk) - Foreign exchange risk impacts results of operations and cash flows due to expenses and potential future revenues in various currencies[501](index=501&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=160&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the company's May 2022 Initial Public Offering (IPO), which generated $110.2 million in net proceeds. There were no unregistered sales of equity securities or issuer purchases of equity securities during the reporting period - The company closed its IPO on **May 10, 2022**, selling **9,000,000 shares** at **$12.00 per share**, plus an additional **1,238,951 shares** from the underwriters' option exercise, resulting in **$122.9 million** gross proceeds and **$110.2 million** net proceeds[502](index=502&type=chunk) - All shares in the IPO were registered under the Securities Act pursuant to a Form S-1 registration statement[503](index=503&type=chunk) - There were no unregistered sales of equity securities or issuer purchases of equity securities during the period[504](index=504&type=chunk)[505](index=505&type=chunk) [Item 3. Defaults Upon Senior Securities](index=162&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - This item is not applicable[506](index=506&type=chunk) [Item 4. Mine Safety Disclosures](index=162&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - This item is not applicable[507](index=507&type=chunk) [Item 5. Other Information](index=162&type=section&id=Item%205.%20Other%20Information) During the second quarter ended June 30, 2025, none of the company's directors or officers adopted or terminated any Rule 10b5-1 trading arrangements - No directors or officers adopted or terminated any Rule 10b5-1(c) trading arrangements or 'non-Rule 10b5-1 trading arrangements' during the second quarter ended June 30, 2025[508](index=508&type=chunk) [Item 6. Exhibits](index=163&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, compensation policies, certifications, and XBRL-related documents - Exhibits include the Third Amended and Restated Certificate of Incorporation, Second Amended and Restated By-laws, Non-Employee Director Compensation Policy, and certifications from the Principal Executive Officer and Principal Financial Officer[510](index=510&type=chunk) [Signatures](index=164&type=section&id=Signatures) This section confirms the official signing of the Form 10-Q report by the company's authorized officers [Report Signatures](index=164&type=section&id=Report%20Signatures) The Form 10-Q report is duly signed on behalf of PepGen Inc. by its Chief Executive Officer, James McArthur, and Chief Financial Officer, Noel Donnelly, on August 7, 2025 - The report is signed by James McArthur, Chief Executive Officer, and Noel Donnelly, Chief Financial Officer, on **August 7, 2025**[514](index=514&type=chunk)