pgen-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			FORM			10-K/A

(Amendment No. 1)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024


☐			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:

001-36042

PRECIGEN, INC.

(Exact name of registrant as specified in its charter)

Virginia

26-0084895

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

20374 Seneca Meadows Parkway

Germantown,

Maryland

20876

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (301) 556-9900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, No Par Value

PGEN

Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Table of Contents

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒

As of June 30, 2024, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates based upon the closing price of such shares on the Nasdaq Global Select Market on such date was approximately $239.8 million.

As of April 25, 2025, 295,165,060 shares of common stock, no par value per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None


Auditor Name:	Auditor Location:	Auditor Firm ID:
Deloitte & Touche LLP	Baltimore, MD.	PCAOB ID #1288

Table of Contents

EXPLANATORY NOTE TO FORM 10-K/A

Precigen, Inc., or the Company, is filing this Amendment No. 1 on Form 10-K/A, or this Form 10-K/A, to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on March 19, 2025, or the Original Form 10-K, for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III to be incorporated by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Form 10-K/A to include Part III information in our Annual Report on Form 10-K because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Form 10-K.

In accordance with, among other things, Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Original Form 10-K that is amended by this Form 10-K/A is also restated in its entirety, and this Form 10-K/A is accompanied by currently dated certifications on Exhibits 31.3 and 31.4 by the Company’s Principal Executive Officer and Principal Financial Officer, respectively (because no financial statements have been included in this Form 10-K/A, and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted). This Form 10-K/A is being filed to: (i) delete the reference on the cover of the Original Form 10-K to the incorporation by reference information from the Company’s definitive proxy statement, (ii) revise Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K and (iii) revise the Exhibit Index of the Original Form 10-K to reflect the filing of new certifications.

No attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K. The Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures that may be affected by subsequent events, other than as expressly indicated in this Form 10-K/A. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.

Unless the context requires otherwise, references in this Form 10-K/A to “Precigen,” “we,” “us,” and “our” refer to Precigen, Inc.

TABLE OF CONTENTS


			Page
PART III			1
Item 10. Directors, Executive Officers and Corporate Governance			1
Item 11. Executive Compensation			9
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			35
Item 13. Certain Relationships and Related Transactions, and Director Independence			36
Item 14. Principal Account ant Fees and Services			39
PART IV			40
Item 15. Exhibits, Financial Statement Schedules			40
Signatures			43

PART III


Item 10.			Directors, Executive Officers and Corporate Governance.

Information About Our Directors

The following table identifies our current directors and sets forth certain information regarding the members of our board of directors, including their ages as of April 28, 2025, and years of tenure on our board of directors (the “Board”).


Name	Positions and Offices Held with Precigen	Director Since	Age
Randal Kirk	Executive Chairman of the Board	2008	71
Nancy Howell Agee	Director, Member of Nominating and Governance Committee	2024	72
Cesar Alvarez	Director, Chair of Nominating and Governance Committee	2008	77
Steven Frank	Director	2008	65
Vinita Gupta	Director, Member of Nominating and Governance Committee, Member of Audit Committee	2017	57
Fred Hassan	Director, Member of Compensation and Human Capital Management Committee, Member of Audit Committee	2016	79
Jeffrey Kindler	Director, Chair of Audit Committee, Member of Compensation and Human Capital Management Committee	2011	69
Helen Sabzevari, Ph.D.	Director, Chief Executive Officer	2020	63
James Turley	Director, Lead Independent Director, Chair of Compensation and Human Capital Management Committee	2014	69

The names and certain biographical information about our current directors, including each director’s business experience, director position held, information regarding involvement in certain legal or administrative proceeding, if applicable, and the director’s experiences, qualifications, attributes, or skills are set forth below.

Randal Kirk currently serves as our Executive Chairman of the Board since January 2020. Previously, Mr. Kirk served as our Chairman of the Board from February 2008 until December 2019, and as our Chief Executive Officer from April 2009 until December 2019. Mr. Kirk provides a wealth of strategic, operational and management experience. Mr. Kirk currently serves as Chairman and Senior Managing Director of Third Security, LLC, an investment management firm founded by Mr. Kirk in March 1999. Additionally, Mr. Kirk founded and became Chairman of the Board of New River Pharmaceuticals Inc. (a biopharmaceutical company previously traded on NASDAQ prior to its acquisition by Shire Plc in 2007) in 1996, and was President and Chief Executive Officer between October 2001 and April 2007.

Since May 2015, Mr. Kirk has served as a member of the board of directors of the Edward Via College of Osteopathic Medicine. Previously, Mr. Kirk served as a member of the board of directors of Scios, Inc. (previously traded on NASDAQ prior to its acquisition by Johnson & Johnson) between February 2000 and May 2002, as a member of the board of directors of Halozyme Therapeutics, Inc. (NASDAQ: HALO), a clinical-stage biotechnology company, from May 2007 to May 2018, as a member of the board of directors of ZIOPHARM Oncology, Inc. (NASDAQ: ZIOP), a biotechnology company, from January 2011 to October 2018 and as a member of the board of directors of Clinical Data, Inc. (previously traded on NASDAQ prior to its acquisition by Forest Laboratories, Inc. in April 2011) from September 2002 to April 2011, and was Chairman of the board of directors from December 2004 to April 2011.

Mr. Kirk served on the board of visitors of Radford University from July 2003 to June 2009, was Rector of the board of directors from September 2006 to September 2008 and served on the board of directors of the Radford University Foundation, Inc. from September 1998 to May 2011. He served on the board of visitors of the University of Virginia and Affiliated Schools from July 2009 to October 2012, on the Virginia Advisory Council on Revenue Estimates from July 2006 to October 2012 and on the Governor’s Economic Development and Jobs Creation Commission from April 2010 to October 2012.

Mr. Kirk received a B.A. in Business from Radford University and a J.D. from the University of Virginia.

We believe that Mr. Kirk’s business experience, including his extensive business experience as CEO of multiple companies, his experience as an investor, his service on committees of academic institutions and other public company boards, combined with his business acumen and judgment, provides the Board with valuable strategic and operational expertise and leadership skills.

Nancy Howell Agee has served as a Board member since July 2024. Ms. Howell Agee was the Chief Executive Officer of Carilion Clinic, a health care organization, from 2011 until her retirement in 2024, where she previously served as President and Chief Executive Officer, Executive Vice President and Chief Operating Officer. Ms. Howell Agee serves as a director on three other public company boards — Atlantic Union Bankshares Corp. (NYSE: AUB), where she has served since May 2024, RGC Resources, Inc. (NASDAQ: RGCO), where she has served since 2011, and Healthcare Realty Trust Incorporated (NYSE: HR), where she has served since 2018. She has chaired the statewide economic development entity, Go VA, since 2020 and serves on the Governor’s advisory committee for revenue estimates, GACRE. She also chairs the Virginia Foundation for Independent Colleges and serves as Vice Chair of the Virginia Business Higher Education Council. She is a Fellow in the National Association of Corporate Directors. In January 2022, Ms. Agee was selected by newly inaugurated Virginia Governor Glenn Youngkin to serve on his Medical Advisory Team. She is also the former Chair of the American Hospital Association.

Ms. Howell Agee received a B.S. in Nursing from the University of Virginia, a Master of Science in Nursing from Emory University and attended the Kellogg School of Management at Northwestern University. She received honorary doctorate degrees from Roanoke College, Jefferson College of Health Sciences and the Virginia College of Osteopathic Medicine.

We believe Ms. Howell Agee brings extensive leadership experience as President and Chief Executive Officer of a large healthcare organization to our Board.

Cesar Alvarez has served as a Board member since 2008. Mr. Alvarez has been the Senior Chairman of the international law firm of Greenberg Traurig, LLP since 2012. He previously served as the law firm’s Executive Chairman, and as its Chief Executive Officer from 1997 to 2012. During his tenure as Chief Executive Officer and Executive Chairman, Mr. Alvarez led the firm to become one of the top ten law firms in the United States by leading its growth from 325 lawyers in eight offices to approximately 1,850 attorneys and government professionals in more than 36 locations in the United States, Europe, Asia, and Latin America. Mr. Alvarez also serves as Vice-Chairman of the board of directors of Watsco, Inc. (NYSE: WSO), a distributor of air conditioning, heating and refrigeration equipment and related parts and supplies; and a director of The St. Joe Company (NYSE: JOE), a real estate development company. Mr. Alvarez served on the board of directors of Fairholme Funds, Inc., a family of publicly traded focused investment funds from May 2008 to February 2020 and Sears Holding Corporation, a retail company, from January 2013 to May 2017. Mr. Alvarez served on the board of directors of Mednax, Inc. (NYSE: MD), a provider of physician services, including newborn, maternal fetal, pediatric subspecialties, and anesthesia care from March 1997 to July 2020. Mr. Alvarez holds a Bachelor of Science, a Master of Business Administration, and a Juris Doctor from the University of Florida.

We believe Mr. Alvarez’s qualifications to serve on the Board include his experience as Chief Executive Officer, Executive Chairman, and Senior Chairman of one of the nation’s largest law firms with approximately $2.6 billion in revenues with 2,750 law professionals providing services in 49 locations across the country and abroad, as well as his many years of corporate experience, both advising clients in the fields of corporate and securities and serving on the boards of directors of publicly traded and private companies.

Steven Frank has served as a Board member since February 2008. Mr. Frank has served as a Director of EXUMA Biotechnology Inc., a clinical-stage biotechnology company since June 2020. Mr. Frank joined J.P. Morgan Securities LLC, an investment bank, in June 2008 and currently serves as Chairman of Global Healthcare Investment Banking. Mr. Frank had previously been the head of Bear Stearns’ Worldwide Health Care Investment Banking group in New York for 16 years and has provided general investment banking services to all types of healthcare companies. Specifically, Mr. Frank has led or played major roles in hundreds of mergers and acquisitions and financing transactions across the spectrum of deal structures. He has specialized in transactions involving pharmaceutical, medical device, and biotechnology companies. Prior to joining Bear Stearns in 1993, Mr. Frank served for over ten years as an institutional investor, primarily at State Farm Insurance Company, where he focused on a multibillion-dollar life-sciences portfolio. Mr. Frank holds a B.S. from Illinois State University and an M.B.A. from the University of Chicago.

Mr. Frank also has been on the Executive Board of Frost Museum of Science since June 2020. We believe Mr. Frank’s extensive knowledge of our industry and of finance and capital structure strengthen the Board’s collective qualifications, skills, and experience.

Vinita Gupta has served as a Board member since April 2017. Since September 2012, Ms. Gupta has served as the chief executive officer of Lupin Limited (“Lupin”). Lupin, headquartered in Mumbai, India, is an innovation led global pharmaceutical company developing and delivering a wide range of branded and generic formulations, biotechnology products and APIs. Ms. Gupta has served as a director of Lupin since 2001 and serves on its Risk Management Committee. Ms. Gupta has held various positions at Lupin since joining the company in 1993. Ms. Gupta has served as the Chief Executive Officer and chairperson of Lupin Pharmaceuticals, Inc., the U.S. wholly owned subsidiary of Lupin, since 2003. Ms. Gupta served as director on the board of Lupin’s Japanese subsidiary Kyowa Pharmaceuticals from 2007 until the sale of that business in 2019. In 2017, Ms. Gupta also became a member of the Global Advisory Board at the Kellogg School of Management at Northwestern University.

Ms. Gupta was named 2015 Ernst & Young Entrepreneur of the Year and won the 2016 Forbes India Leadership Awards — Entrepreneur of the Year. Ms. Gupta is regularly named in Forbes Asia Top 50 Power Business women listings for Asia Pacific. Ms. Gupta graduated from the University of Mumbai with a degree in pharmacy and received her MBA from the Kellogg School of Management at Northwestern University.

We believe Ms. Gupta’s qualifications to serve on our Board include her strong leadership and management experience within the pharmaceutical industry, including serving as the chief executive officer of a global pharmaceutical corporation and her significant knowledge of operations, strategy, government relations, regulatory, finance and investments and mergers and acquisitions, including the fact that she was not only responsible for setting up Lupin’s business in the U.S. and Europe but was instrumental in formulating and executing strategies that have helped Lupin emerge as a global pharmaceutical corporation.

Fred Hassan has served as a Board member since June 2016. Mr. Hassan joined Warburg Pincus LLC, a global private equity investment institution, in 2010 and currently serves as Director. Previously, Mr. Hassan served as Chairman and Chief Executive Officer of Schering-Plough from 2003 to 2009. Before assuming these roles, from 2001 to 2003, Mr. Hassan was Chairman and Chief Executive Officer of Pharmacia Corporation, a company formed as a result of the merger of Monsanto Company and Pharmacia & Upjohn, Inc. He joined Pharmacia & Upjohn, Inc. as Chief Executive Officer in 1997. Mr. Hassan previously held leadership positions with Wyeth serving as Executive Vice President and was a member of the board from 1995 to 1997. Earlier in his career, he spent a significant tenure with Sandoz Pharmaceuticals and headed the company’s U.S. pharmaceuticals business.

Mr. Hassan served as a director of Time Warner Inc. from October 2009 to June 2018 and as a director of Amgen, Inc. from July 2015 to May 2021. In the course of his career, he has held numerous directorships, including those at Avon Products, Inc. from 1999 to 2013, Bausch & Lomb from 2010 until its acquisition by Valeant Pharmaceuticals International, Inc. in 2013, and Valeant Pharmaceuticals International, Inc. from 2013 to 2014. Mr. Hassan has chaired notable pharmaceutical industry organizations including The Pharmaceutical Research and Manufacturers of America (PhRMA) and The International Federation of Pharmaceutical Manufacturers Associations (IFPMA) and as a member of The Business Council. He received a B.S. degree in chemical engineering from the Imperial College of Science and Technology at the University of London and an M.B.A. from Harvard Business School.

We believe Mr. Hassan’s qualifications to serve on the Board include his strong leadership and management experience within our industry, including significant knowledge of operations, strategy, government relations, regulatory, finance and investments, and mergers and acquisitions.

Jeffrey Kindler has served as a Board member since November 2011. Mr. Kindler has served as Chief Executive Officer of Centrexion Therapeutics since October 2013, and as a Senior Advisor to Blackstone, one of the world’s leading investment firms, since August 2020. Mr. Kindler serves on the boards of Perrigo Pharmaceuticals Co., a manufacturer of private label over-the-counter pharmaceuticals; Terns Pharmaceutical, a clinical-stage biopharmaceutical company, and Lupin Inc., a transnational pharmaceutical company. Prior to those, Mr. Kindler was Chairman and CEO of Pfizer from 2006 until his retirement in December 2010, Vice President of Litigation and Legal Policy at General Electric Company, Executive Vice President and General Counsel at McDonald’s, and President at Partner Brands.

Mr. Kindler also serves as a board member or advisor for a number of privately held companies and for several civic, charitable, educational and other organizations. Mr. Kindler received a B.A. from Tufts University and a J.D. from Harvard Law School.

We believe Mr. Kindler brings leadership, extensive business, operating, legal and policy, and corporate strategy experience to the Board, along with extensive knowledge of several of the industries in which we operate as well as the fundamentals of our business.

Helen Sabzevari, Ph.D. has served as a Board member since June 2020, as our President and Chief Executive Officer since January 2020, and as President of PGEN Therapeutics, Inc., our wholly owned subsidiary, from December 2017 until December 2022.From July 2017 to December 2017, Dr. Sabzevari served as our Senior Vice President, Health Therapeutics as well as Head of Research and Development.

Dr. Sabzevari also has served as a board member of Kinnate Biopharma Inc. (NASDAQ: KNTE) from June 2021 until its acquisition by XOMA Corporation in April 2024. Prior to joining the Company, from 2015 to 2017, Dr. Sabzevari co-founded and served as Chief Scientific Officer of Compass Therapeutics LLC, a fully integrated drug discovery and development company focused on manipulating the immune system to treat human disease. From 2008 to 2014, Dr. Sabzevari served as Senior Vice President of Immuno-Oncology as well as Global Head of Immunotherapy, Oncology, Global Research and Early Development at EMD Serono (a subsidiary of Merck KGaA, Darmstadt, Germany). From 1998 to 2008, Dr. Sabzevari led the Molecular Immunology Group at the Laboratory of Tumor Immunology and Biology at the US National Cancer Institute, where she was focused on design, development, and delivery of novel vaccines and immunotherapies for a range of human cancers. Dr. Sabzevari received her doctorate degree in cell and molecular immunology and completed her postdoctoral work at the department of immunology at the Scripps Research Institute, working on various immunotherapeutic modalities in the treatment of cancer and autoimmune diseases.

Dr. Sabzevari’s contributions in the field of tumor immunology earned her the National Institutes of Health (NIH) merit award for major contribution to the field of cancer immunotherapy, and she has also received the Mass High Tech’s Women to Watch Award, the PharmaVOICE 100 Award (2013 and 2022), PharmaVOICE 100 Red Jacket award (2023), and the Society for Immunotherapy of Cancer (SITC) Team Science Award for her work on the NCI Cancer Immunotherapy Program Team. Dr. Sabzevari has been recognized on the Forbes 50 over 50: The Visionary List, Maryland’s Top 100 Women and PM360’s Elite 100 Strategists.

We believe Dr. Sabzevari brings to the Board expertise in research and development of immunotherapy-based therapeutics, experience translating novel treatments from preclinical stage into the clinic, and extensive leadership experience and knowledge of the industry.

James Turley has served as a Board member since April 2014. Mr. Turley is retired after serving as the Chairman and Chief Executive Officer of Ernst & Young LLP (“Ernst & Young”) from 2001 to June 2013. From 1994 to 2001, Mr. Turley served as Regional Managing Partner of Ernst & Young. Mr. Turley has served on the board of directors of Citigroup Inc., a leading global bank, since 2013, Emerson Electric Co., a global automation leader bringing technology and engineering together to provide innovative solutions for the world’s most essential industries, since July 2013, and Northrop Grumman Corporation, a leading global security company providing innovative systems, products and solutions to government and commercial customers worldwide, since April 2015. Mr. Turley has also served as a board member of Kohler Company since April 2016 and St. Louis Trust & Family Office since April 2019 (privately-held companies) and a board member of various philanthropic organizations. Mr. Turley holds an undergraduate degree and a master’s degree in accounting from Rice University.

We believe Mr. Turley’s extensive management experience as the former Chairman and Chief Executive Officer of one of the world’s largest accounting firms, his accounting and financial expertise, and his experience in serving on the boards of directors of publicly traded companies make him well qualified to serve on the Board. Having served as Chair and CEO of Ernst & Young, Mr. Turley developed significant expertise in the areas of compensation, litigation, corporate affairs, and corporate governance.

Executive Officers Who Are Not Directors

The following table identifies our executive officers, other than as otherwise noted above, and sets forth their current positions and years of tenure at Precigen, their ages as of April 28, 2025, and certain other demographic information.


Name	Positions and Offices Held with Precigen	Officer Since	Age
Harry Thomasian Jr.	Chief Financial Officer	2021	63
Donald P. Lehr	Chief Legal Officer	2011	50
Rutul R. Shah	Chief Operating Officer	2022	44
Phil Tennant	Chief Commercial Officer	2024	55

Harry Thomasian Jr., age 63, Chief Financial Officer. Mr. Thomasian has served as our Chief Financial Officer since October 2021. Mr. Thomasian has over 40 years of international business experience in the areas of accounting, corporate financings and advisory services. Prior to joining Precigen, he was with Ernst & Young LLP (“EY”), one of the world’s largest global professional services firms, since 1986. Mr. Thomasian most recently served as a senior client service partner, the Baltimore office Growth Markets Leader and was the co-leader for the Firm’s life sciences practice for the Chesapeake Region. He was previously a senior partner in EY’s Capital Markets Center in Tokyo, Japan, and has held various other global, regional and local leadership positions with EY. In addition, Mr. Thomasian has significant experience as a member of Boards of Directors (including chairing various committees) for a number of not-for-profit institutions. Mr. Thomasian earned a B.S. in accountancy from Bentley University. He also completed EY’s executive education program in strategic leadership at Northwestern University’s Kellogg School. Mr. Thomasian is a Certified Public Accountant.

Donald P. Lehr, age 50, Chief Legal Officer. Mr. Lehr has served as our Chief Legal Officer since 2011. From 2009 to 2011 he served as our Associate General Counsel. Mr. Lehr has broad experience in the areas of corporate, securities, and general business law. Prior to joining us, he practiced law with the law firm of Hogan Lovells US LLP (formerly Hogan & Hartson, LLP) in Baltimore, Maryland from 2002 to 2009. While at Hogan Lovells, his practice included the representation of privately and publicly held corporations across many industries, including biotechnology, pharmaceuticals, healthcare, software, technology, and manufacturing. Prior to his time at Hogan Lovells, Mr. Lehr served as a judicial clerk for the Honorable Irma S. Raker of the Court of Appeals of Maryland. Mr. Lehr received a B.A. from Swarthmore College and received a J.D. from the University of Maryland School of Law.

Rutul R. Shah, age 44, Chief Operating Officer. Mr. Shah has served as our Chief Operating Officer since October 2022. From February 2020 to October 2022 Mr. Shah served as our Vice President & Head of Operations. From April 2016 through February 2020 Mr. Shah served as our Senior Director of Operations. From September 2014 through March 31, 2016, Mr. Shah served as a Program Leader in our Human Therapeutics Division. Mr. Shah has broad experience in alliance management, portfolio management, program and project management and operations. Mr. Shah graduated with a BE degree in Chemical Engineering from Gujarat University in India and holds a MS degree in Bioengineering from the University of Illinois, Chicago.

Phil Tennant, age 55, Chief Commercial Officer. Mr. Tennant has served as our Chief Commercial Officer since July 2024. Mr. Tennant has over 30 years of experience leading commercial growth activities in biotechnology and pharmaceutical companies, both in the US and internationally. Prior to joining Precigen, Mr. Tennant provided executive leadership from 2019 to 2024 to both global and US Astellas Pharma oncology portfolios, initially as SVP Global Oncology and then as SVP US Oncology. Previously, he led multiple commercial efforts in new launch markets for the first wave of immuno-oncology agents in Australia and Europe at Bristol Myers Squibb. Throughout his career, Mr. Tennant has accumulated significant experience building commercial organizations and scaling commercial operations, including multiple new product launches in both solid and hematologic cancers and rare diseases. Mr. Tennant has also been a board member for the Illinois Biotechnology Innovation Organization and is currently a board member for the global healthcare startup incubator, MATTER. Mr. Tennant earned a first-class Bachelor of Arts degree in Politics from the University of Warwick in the United Kingdom.

Board Committees

The Board maintains three standing committees: the Audit Committee; the Compensation and Human Capital Management Committee (“Compensation Committee”); and the Nominating and Governance Committee. Each of these committees has a separate chairperson and is composed entirely of directors that meet the applicable independence requirements of the SEC, Nasdaq and NYSE. Each committee operates under a written charter that is reviewed periodically and, has been approved, by the Board. A current copy of each committee’s charter is available on our website at http://

investors.precigen.com under the caption “Governance.” In addition, from time to time, the Board may create ad hoc committees for specific purposes.

Audit Committee

The current members of the Audit Committee are Messrs. Kindler, Hassan, and Gupta. Mr. Kindler is the chair of the Audit Committee. During 2024, the Audit Committee met 4 times. The Board has determined that each member of the Audit Committee is “independent” within the meaning of the enhanced independence standards for audit committee members in the Exchange Act, and the rules thereunder, as incorporated into the listing standards of Nasdaq and NYSE, and the independence standards of our Corporate Governance Guidelines as discussed below under “Corporate Governance — Board Standards of Independence.” The Board has further determined that Mr. Kindler qualifies as an “audit committee financial expert” within the meaning of SEC regulations and is “financially sophisticated” within the meaning of the Nasdaq rules. The Audit Committee assists the Board in its oversight of our accounting and financial reporting process and the audits of our consolidated financial statements. The Audit Committee’s responsibilities include, among other things, overseeing:

•our accounting and financial reporting processes;

•the integrity of our consolidated financial statements;

•our compliance with laws and regulations;

•our independent registered public accounting firm’s qualifications and independence; and

•the performance of our independent registered public accounting firm.

The Audit Committee appoints, oversees, and evaluates the performance of our independent registered public accounting firm for each fiscal year and approves the audit and non-audit services to be provided by such firm. The Audit Committee also reviews the scope and the results of the work of the independent registered public accounting firm and reviews the adequacy of internal control over financial reporting. The functions and responsibilities of the Audit Committee are further described in the “Audit Committee Report.”

Compensation Committee

The current members of the Compensation Committee are Messrs. Hassan, Kindler, and Turley. Mr. Turley is the chair of the Compensation Committee. During 2024, the Compensation Committee met 2 times. The Compensation Committee’s responsibilities include, among others:

•developing and maintaining an executive compensation policy and monitoring the results of that policy;

•considering the impact of our compensation policy and practices on our risk profile;

•recommending to the Board for approval compensation and benefit plans;

•reviewing and approving annually corporate and personal goals and objectives to serve as the basis for the CEO’s compensation, evaluating the CEO’s performance in light of those goals and objectives and determining the CEO’s compensation based on that evaluation;

•determining and approving annual compensation for other executive officers;

•approving grants of equity-based incentives to the extent provided under the our equity compensation plans, subject to the Committee’s authority to delegate the power to grant awards to employees or non-executive service providers who are not directors or executive officers;

•reviewing and making recommendations to the Board regarding the compensation of non-employee directors, including the Executive Chairman;

•reviewing and discussing with management the “Compensation Discussion and Analysis” to the extent required by SEC rules;

•preparing the Compensation Committee report when required by SEC rules;

•reviewing any executive employment-related agreements, proposed severance or retirement arrangements, or change and control or similar agreements, and any amendments or waivers to any such agreements;

•overseeing the development, implementation and effectiveness of the Company’s human capital management policies, programs and initiatives, including with respect to recruiting, retaining and developing our employees;

•overseeing the succession planning process with respect to the Chief Executive Officer and other key executive officers; and

•reviewing and recommending to the Board for approval our approach with respect to the advisory vote on executive compensation, or say-on-pay, and the frequency of the say-on-pay advisory vote.

The Compensation Committee charter specifies that each member must be a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act. The Board has determined that the members of this Committee are “independent directors” (as defined under the applicable Nasdaq and NYSE listing standards and our Corporate Governance Guidelines as discussed below under “Corporate Governance — Board Standards of Independence”) and “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act). In addition, the current members of this Committee have been members of other public company boards of directors, are current or former executive officers of public companies, or have or have had comparable positions.

The processes and procedures followed by the Compensation Committee in considering and determining executive compensation, including the role of the outside compensation consultant, are described under Item 11. Executive Compensation — Compensation Discussion and Analysis — The Compensation Review Process.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Mr. Alvarez, Ms. Gupta, and Ms. Howell Agee. Mr. Alvarez is the chair of the Nominating and Governance Committee. During 2024, the Nominating and Governance Committee met one time. The Nominating and Governance Committee’s responsibilities include, among others:

•considering and reviewing periodically the desired composition of the Board, including such factors as expertise and tenure, and ensuring that the Board is composed so as to satisfy SEC listing requirements and Nasdaq rules, including the independence of directors and the financial and accounting experience of directors;

•establishing and reviewing qualifications and standards for individual directors in the context of the current composition of the Board, the Company’s operating requirements, and the long-term interests of our shareholders, and periodically reviewing these qualifications and standards;

•identifying, nominating, and evaluating candidates for election to the Board;

•making recommendations to the Board regarding the size of the Board, the tenure and classifications of directors, and the composition of the Board’s committees;

•reviewing and evaluating our various governance policies and guidelines, including pertinent ESG matters;

•reviewing committee structure and effectiveness; and

•considering other corporate governance and related matters as requested by the Board.

The Board has determined that all members of the Nominating and Governance Committee are “independent” within the meaning of the listing standards of Nasdaq and NYSE and the independence standards set by the Board as discussed below in “Corporate Governance — Board Standards of Independence.”

Director Candidate Recommendations by Shareholders

The Nominating and Governance Committee’s charter provides that the Committee will consider director candidate recommendations by shareholders. Shareholder recommendations for candidates to be nominees will be evaluated under the

same standards as potential nominees recommended by management or the non-management members of the Board. Shareholders should submit any such director recommendations to the Nominating and Governance Committee through the method described in our Bylaws. The Nominating and Governance Committee did not receive any recommendations from any shareholders in connection with the 2024 Annual Meeting.

Nominating and Governance Committee Process for Identifying and Evaluating Director Candidates

The Nominating and Governance Committee identifies and evaluates all director candidates in accordance with the director qualification standards described in the Corporate Governance Guidelines. The Committee evaluates a candidate’s qualifications to serve as a member of the Board based on the background and experience in relevant industries of the candidate as well as the background and expertise of the Board as a whole. Nominees will be evaluated on whether they bring skills, talents, knowledge, and expertise so that the composition, structure, and operation of the Board serve the best interests of our shareholders.

Our priority in selection of Board members is identification of members who will further the interests of our shareholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, knowledge of our business, and understanding of the competitive landscape of the industries in which we operate. We will consider, in identifying first-time candidates, assessing nominees for director (including incumbent directors), or evaluating individuals recommended by shareholders, the current composition of the Board in light of the diverse communities and geographies we serve and the interplay of the candidate’s or nominee’s diverse individual experience, education, skills, background, and other qualities and attributes with those of the other Board members.

Among the specific skills and experience that may be considered in assessing nominees for director (including incumbent directors) are the following:

•Executive management

•Financial/audit

•Legal/governance

•Biotechnology experience

•Research and development experience

•Pharmaceutical industry experience

•Investor relations

•Risk management and compliance

•Strategic planning

•Listed company director experience

•International experience

The Nominating and Governance Committee and Board monitor the Board’s effectiveness through the Board’s self-evaluation process. As described under “Nominees for Election as Directors,” the Nominating and Governance Committee and the Board believe that the current composition of the Board reflects a group of highly talented individuals with diverse backgrounds, skills, professional, and industry experience, and other personal qualities and attributes best suited to perform oversight responsibilities for us and our shareholders.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics (the “Code of Conduct”) that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Conduct covers a broad range of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as adherence to all laws and regulations applicable to the conduct of our business.

A copy of the Code of Conduct is available on our website at http://investors.precigen.com under the caption “Governance.” If we make any substantive amendments to, or grant any waivers from, the Code of Conduct for any officer or director, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by disclosing the nature of such amendment or waiver on our website.

Insider Trading Policies and Procedures

The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, and by the Company itself/and have implemented processes for the Company. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of the Company's Insider Trading Policy was filed as Exhibit 19.1 of the Original Form 10-K for the year ended December 31, 2024.

Political Contributions

In general, it is not our practice to make financial or in-kind political contributions with corporate assets, even when permitted by applicable law.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the SEC and provide us with copies of such reports. Based solely on a review of the copies of these reports furnished to us, we believe that all such filing requirements applicable to such officers and directors and greater than 10% shareholders were complied with during 2024.


Item 11.			Executive Compensation.

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee oversees our executive compensation programs. In this role, the Compensation Committee reviews and approves all compensation decisions relating to our named executive officers, or NEOs. To assist with its duties, the Compensation Committee has engaged an independent compensation consultant to provide competitive compensation data and assist with the analysis and implementation of various aspects of our executive compensation decisions. See “— The Compensation Review Process” below for a discussion of the role of the compensation consultants engaged by the Compensation Committee in 2024.

This section discusses the principles underlying our executive compensation programs, policies, and decisions and explains the process the Compensation Committee uses to determine compensation and benefits for our named executive officers. It also provides qualitative information regarding the manner and context in which compensation is earned by and awarded to our named executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.

The discussion and analysis of our compensation program for our named executive officers should be read in conjunction with the tables and text elsewhere in this Form 10-K/A that describe the compensation awarded to, earned by or paid to our named executive officers.

The individuals who served as our principal executive officer and principal financial officer during 2024, as well as the other individuals included in the Summary Compensation Table, are referred to throughout this Form 10-K/A as the “named executive officers” and, to the extent they remain employed by us, together with the other executives of management, as the “executive officers.”

Accordingly, our named executive officers for 2024 are:


Name						Position
Helen Sabzevari, Ph.D.						President and Chief Executive Officer
Harry Thomasian Jr.						Chief Financial Officer
Donald P. Lehr						Chief Legal Officer
Rutul R. Shah						Chief Operating Officer
Phil Tennant						Chief Commercial Officer
Jeffrey Perez						Former Senior Vice President, Intellectual Property Affairs

Executive Summary

Our goal for our executive compensation is to provide a comprehensive package that is sufficient to attract, motivate, and retain executives of outstanding ability, performance, and potential. The Compensation Committee seeks to establish and maintain an appropriate relationship between executive compensation and the creation of shareholder value. The Compensation Committee believes that the most effective compensation program is one that provides competitive base pay, rewards the achievement of established annual and long-term goals and objectives, and provides incentives for retention.

The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the compensation of our executive officers. The Compensation Committee is responsible for:

•establishing and administering the base salaries and annual incentive awards of our executive officers, and

•administering and making recommendations and awards under our equity incentive plans.

The Compensation Committee regularly reviews the compensation paid to our executive officers to ensure it is fair, reasonable, and competitive and is substantially tied to our performance. The Compensation Committee evaluates, both subjectively and objectively, our financial performance, competitive position, future potential, and the individual and group performance of the members of executive management. In such evaluation, the Compensation Committee reviews data prepared by management and employs the business experience of the individual members of the Compensation Committee. The Compensation Committee also utilizes the assistance of an independent compensation consultant, as described below under “— The Compensation Review Process.”

As part of the goal setting process for the 2024 short-term incentive awards, the Compensation Committee approved a focused set of goals that included the continued development of PRGN-2012 (including submission of a Biologics License Application, or BLA, as well as certain objectives related to the Company’s commercial capabilities), which were weighted at 70%, and continuation of other clinical programs, as well as attainment of certain financial goals, which were weighted at 10%. In addition, each executive officer’s individual performance was weighted at 20%, other than the Chief Executive Officer who did not have an individual performance goal. The Chief Executive Officer's goals were the same as the other executive officers, absent the individual performance goal, which were weighted at 80% for the continued development of PRGN-2012 and 20% for the continuation of clinical programs as well as certain financial goals. The Committee assessed the performance of the executive officers in April 2025 against the 2024 goals and also performed a holistic review of Company and individual performance in 2024, and made bonus determinations based on such assessment and review, as described in “Annual Short Term Incentive Awards” below.

In addition, in August 2024, the Compensation Committee approved the grant of performance-based stock units (“PSUs”) to certain employees, including certain named executive officers, with the goal of incentivizing and retaining these individuals through certain important upcoming Company milestones. The Compensation Committee believes that the incorporation of the PSUs as a component of long-term equity incentive compensation provided to the executive officers will enhance the alignment of executive compensation with long-term shareholder value creation, because the vesting of the PSUs is conditioned upon the Company's achievement of certain key operational milestones critical to its growth and success. Accordingly, as described in more detail under "Performance-Based Awards" below, each PSU award will vest on two specific regulatory developments, 50% upon the BLA filing and 50% upon the BLA approval by the Food and Drug Administration (“FDA”). These regulatory actions are critical to the success of the Company and the Compensation Committee believes it is important to incentivize and retain these employees through these milestones.

For 2024, after taking into account the overall position of the Company and with a focus on retention, cash preservation, and the desire to enhance the equity ownership positions in the Company of our executive officers in order to further align the interests with those of shareholders, the Compensation Committee, with the assistance of its independent compensation consultant in assessing the competitive market and evaluating current executive pay practices, reviewed the base salaries of our executive officers and made annual short-term incentive awards, consisting of equity in lieu of cash, based on the Company’s performance. In addition, the Compensation Committee awarded long-term incentive awards to our executive officers in the form of stock options to promote retention, increase long-term equity ownership and align executive and long-term shareholder interests by linking a portion of their compensation to changes in the Company’s stock price.

Key Compensation Corporate Governance Practices

The Compensation Committee and the Board regularly review evolving practices in executive compensation and corporate governance. We have adopted certain policies and practices that we believe are consistent with industry best practices, as tailored to our specific business model and strategic direction.

We have also strived to adopt policies that will foster our growth and the continual realization of value to our shareholders by encouraging appropriate risk taking and entrepreneurship in support of our unique and dynamic business model. The Compensation Committee and the Board also actively scrutinize the anticipated effect of compensation practices on our ultimate goals.

What We Do:

•The Compensation Committee has 100% independent directors.

•We conduct an annual review and assessment of potential and existing risks arising from our compensation programs and policies.

•The Compensation Committee engages an independent compensation consultant to advise on executive and director compensation matters.

•We tie our annual bonus opportunities to corporate objectives.

•We use equity awards that vest over time and performance and deliver greater value as our stock price increases.

•We maintain stock ownership guidelines for our non-employee directors.

What We Do Not Do:

•We do not allow hedging of Company stock.

•We do not provide excessive perquisites.

•We do not provide for tax gross-ups, except for de minimis amounts related to short-term and long-term disability insurance premiums.

•We do not allow repricing of stock options without shareholder approval.

•We do not offer guaranteed bonuses.

Our Compensation Philosophy

Our compensation philosophy is guided by the principle of pay-for-performance. Our compensation programs are designed to support our business goals by rewarding achievement of short-term and progress towards long-term objectives in a manner that links compensation of our executive officers with the value created for our shareholders. While aligning our executive officers’ compensation with our short-term and long-term business goals, we aim to provide the incentives needed to attract, motivate, reward, and retain our management talent, which is crucial to our long-term success.

Principles of Our Compensation Framework

Our executive compensation program is designed to attract, retain, motivate, and reward talented individuals who will execute our business plan so that we can succeed in the competitive and highly volatile business environment in which we operate. The Compensation Committee believes that the compensation program for our executive officers should reward the achievement of our short-term and long-term objectives and that compensation should be related to the value created for our

shareholders. Furthermore, the compensation program should reflect competition and best practices in the marketplace. The following objectives serve as the Compensation Committee’s guiding principles for all compensation decisions:

•Our executive compensation and benefits should attract, motivate, reward, and retain the management talent necessary to achieve our business objectives at compensation levels that are fair, equitable, and competitive with those of comparable companies.

•Compensation should be set based on the leadership of each executive officer, which reflects skill sets, experience, and achievement, to create a competitive framework for talent acquisition and retention.

•Compensation should be linked to individual and corporate performance by aligning our executive compensation program to company-wide performance, which is assessed in terms of financial and non-financial performance and creation of long-term value for our shareholders.

•There should be an appropriate mix and weighting of compensation elements such that an adequate amount of each executive officer’s total compensation is performance-based or “at risk.” Further, as an executive’s responsibilities increase, the portion of “at-risk” compensation for the executive should also increase as a percentage of total compensation.

•In addition, the Compensation Committee believes that the various elements of our compensation program effectively align compensation with performance measures that are directly related to our financial goals and creation of shareholder value without encouraging executives to take unnecessary and excessive risks.

Elements of Our Compensation Program

The Compensation Committee utilizes a mix of compensation components, with the intent to make each component of total direct compensation competitive while also linking compensation to individual and corporate performance and encouraging stock ownership by our executive officers. The table below describes each compensatory element in our program and briefly explains how it promotes our objectives. We believe the combination of these elements provides an appropriate

balance of rewards, incentives, and benefits to our executives and enables us to meet our desired compensation objectives, strengthen our ability to attract and retain highly qualified individuals, and to appropriately link pay to performance.

Element of Compensation

Description

How This Element Promotes Our Objectives

Annual Compensation

Base Salary

Fixed annual compensation that is certain in payment and provides continuous income.

Aids in both recruitment and retention; designed to be competitive in the marketplace.

Annual Short-Term Incentive Awards

Performance-based compensation for achieving goals and objectives.

Motivates and rewards achievement of annual corporate objectives by providing at-risk comprehensive pay opportunities linked to performance.

Long-Term Compensation

Long-Term Equity Incentive Awards

Generally, grants of options and/or RSUs that are part of our long-term incentive program; time-based vesting, generally over four years.

Promotes retention, increases long-term equity ownership, and aligns executive and long-term shareholder interests by linking a portion of their compensation to changes in company stock price.

Performance- Based Awards

Performance-based stock units

Performance-based compensation granted in 2024 for achieving specific goals and objectives that are critical to long-term shareholder value.

Motivates and rewards the achievement of specific performance measures by providing at-risk comprehensive pay opportunities linked to performance. Also aids in retaining key employees through critical milestones.

Other Compensation

Post-Termination Payments and Benefits

Contractual payments and benefits for certain executives upon termination of employment in specified circumstances, such as termination other than for cause or for good reason, as described in greater detail herein.

Provides assurance of financial security, which is desirable in lateral recruiting and executive retention and permits objective evaluation by executives of potential changes to our strategy and structure.

Other Benefits

Executives participate in employee benefit plans generally available to our employees.

Fair and competitive programs to provide for the health and well-being of executives and their families.

We do not provide our executives with any meaningful perquisites that are not provided to employees generally. We also do not have any deferred compensation programs currently being utilized or retirement programs other than our 401(k) Plan that is generally available to all employees. We enroll all eligible employees in the same health, dental, and life and disability insurance programs.

Base Salary

General

Base salary levels for our executive officers, with the exception of our CEO, are recommended to the Compensation Committee by our CEO and are subject to approval by the Compensation Committee and the Board. In setting the base salary level for each executive officer (other than our CEO), the Compensation Committee generally considers the executive officer’s experience level, demonstrated capabilities, time and placement in position, our geographic region, individual performance, and potential future contributions to our Company. In addition, the Compensation Committee may consider executive compensation data for the industry as a whole, including data from similarly situated companies. Base salaries are reviewed annually by the Compensation Committee. When making decisions to adjust executive salaries, the Compensation Committee will also consider our overall financial performance in addition to the factors identified above. No particular weight is assigned to any one factor. Taking into account the overall position of the Company, the market analysis performed by the compensation consultants, and the performance of the named executive officers, the Compensation Committee determined in 2024 that base salaries for Harry Thomasian Jr. and Rutul R. Shah should be increased from $475,000 and $410,000, respectively, to $488,000 and $485,000, respectively. No other changes to base salaries for our other named executive officers were made in 2024.

The following table sets forth the 2024 annualized base salaries for each of our NEOs.


Name	2024 Base Salary
Dr. Helen Sabzevari	$	1,000,000
Harry Thomasian Jr.	$	488,000
Donald Lehr	$	575,000
Rutul R. Shah	$	485,000
Phil Tennant	$	510,000
Jeffrey Perez	$	500,000

Annual Short-Term Incentive Awards

General

Our NEOs are eligible to receive annual bonuses based on corporate performance achievement, as determined by the Compensation Committee following the completion of the applicable performance year, and subject to the NEO’s continued employment through the applicable payment date. Each named executive officer is provided an annual target bonus opportunity that is set as a percentage of base salary, except that Dr. Sabzevari’s employment agreement provides for eligibility for an annual bonus of between 75% and 150% of Dr. Sabzevari’s annual base salary. In connection with his separation from employment in 2024, Mr.Perez was not eligible to receive an annual bonus for 2024.

For 2024, the Compensation Committee established a bonus program for our named executive officers based on the achievement of a combination of primarily operational performance goals, which was focused on promoting advancement of our lead drug candidate, PRGN-2012 (including submission of a BLA, as well as certain objectives related to the Company's commercial capabilities), weighted at 70% of the overall bonus opportunity (80% for the Chief Executive Officer). In addition, other goals included the achievement of our key clinical and financial goals, weighted at 10% of the overall bonus opportunity (20% for the Chief Executive Officer). Also, the named executive officers, other than the Chief Executive Officer, would be measured in part on individual performance, weighted at 20% of the overall bonus opportunity. The Compensation Committee established a target bonus for Dr. Sabzevari of 150% of base salary and for our other NEOs of 40% of base salary.

Following the end of the 2024 performance year, the Compensation Committee carefully reviewed the performance of the Company against each of the goals as part of the evaluation process for determining the annual bonus payouts for our named executive officers. In conducting the review, the Compensation Committee closely analyzed the achievement against each performance goal, taking into account the specific objectives, quantitative metrics and qualitative factors associated with each goal. In addition, the Compensation Committee performed a holistic review of Company and individual performance, which contributed to its determination of payout amounts. The Compensation Committee considered the following specific achievements in 2024:

•The PRGN-2012 BLA was submitted in the fourth quarter of 2024, and subsequently accepted by the FDA with a PDUFA action date set for August 27, 2025.

•The build-out of the Company’s Commercial team.

•The completion of enrollment in the PRGN-3006 Phase 1b trial.

•The reprioritization of PRGN-2009, utilizing NCI to enroll Phase 2 trials.

•The various capital raises in 2024, including the $79 million preferred stock issuance in December 2024.

The Compensation Committee discussed these accomplishments with Dr. Sabzevari and, subsequently, with members of the Board and the Compensation Committee’s independent compensation consultant, recommended to the Board the approval of the operational performance goals at 100% of target and of the clinical and financial performance goals at 100% of target.

For non-Chief Executive Officer NEO’s individual performance, all individuals were considered to have met their individual goals, with certain NEOs performing above expectations. Mr. Thomasian was awarded an additional 10% of his target bonus based on his leadership in raising additional capital during 2024. Mr. Shah was awarded an additional 25% of his target bonus based on his direct involvement in preparing, reviewing and submitting the BLA in 2024 along with his exemplary service to the Company through his involvement in other aspects of the Company’s day-to-day operations including supporting the capital raises in 2024 and his leadership in the Company’s manufacturing preparedness. Mr. Tennant was awarded an

additional 2% of his target bonus based on his leadership in building the Company’s commercial operations. Taking into consideration the continued focus on enhanced equity ownership by our executives, as well as cash preservation, the Compensation Committee also approved the short-term incentive bonuses to be paid 100% in RSUs scheduled to vest in May 2025 based on the grant date fair market value of the Company’s shares, as reflected in the table below.


Name	Annual Target Bonus (% of Base Salary)		Total Value of Target Bonus ($)			Aggregate Achievement Percentage of Target (%)	Actual Cash Payment ($)		RSUs Granted	Total Value of Actual Bonus
Dr. Helen Sabzevari	150	%	$	1,500,000		100%	$	—	1,079,137	$	1,500,000
Harry Thomasian Jr.	40	%	$	195,200		110%	$	—	154,475	$	214,720
Donald P. Lehr	40	%	$	230,000		100%	$	—	165,468	$	230,000
Rutul R. Shah	40	%	$	194,000		125%	$	—	174,460	$	242,500
Phil Tennant	40	%	$	90,542	(1)	102%	$	—	66,441	$	92,353

______________________________________________________________________________________________________

(1)Represents Mr. Tennant’s target bonus prorated from his employment start date to the end of the year. His annualized target bonus (without proration) was $204,000.

Long-Term Equity Incentive Awards

Our primary objectives in granting long-term equity incentive awards are to encourage significant ownership of our common stock by management and to provide long-term financial incentives linked directly to our long-term performance. The Compensation Committee believes that significant ownership of our common stock by senior management helps to align the interests of management and the shareholders. After taking into account the overall position of the Company during the year, the Compensation Committee made grants of long-term incentive awards to its executives for 2024 as noted below.

In May 2024, the Compensation Committee approved grants of stock options to Dr. Sabzevari and Messrs. Thomasian, Lehr, Shah, and Perez, each of which vests as to one-fourth of the award one year after the date of grant, with the balance of the award vesting in 36 successive equal monthly installments thereafter.

In connection with the commencement of Mr. Tennant’s employment in July 2024 and pursuant to the terms of his offer of employment, stock options were granted to Mr. Tennant, which vest as to one-fourth of the award one year after the date of grant, with the balance of the award vesting in 36 successive equal monthly installments thereafter.

Although we do not currently have a formal policy with respect to the grant of equity incentive awards to our executive officers, or any formal equity ownership guidelines applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the ownership interests of our executives and our shareholders. The Compensation Committee continues to work closely with its independent compensation consultant to review and evaluate the Company’s approach to long-term equity incentive compensation for its executive officers in a manner that promotes long-term shareholder interests. The Compensation Committee believes that broad and significant employee ownership of our common stock effectively motivates the building of shareholder wealth.

With the exception of significant promotions and new hires, equity grants, including stock options and similar awards, when awarded, have generally been awarded within the first five months of the fiscal year. The Compensation Committee selects this timing because it enables them to consider the Company and its employees' prior year performance and to incentivize the employees to deliver on the Company’s strategic objectives for the new fiscal year. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity grants, except that if the Company determines that it is in possession of material non-public information at an anticipated grant date, the Compensation Committee would defer the grant until a date on which the Company is not in possession of material non-public information. During fiscal year 2024, we did not grant equity awards to our executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information. It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Performance-Based Awards

In August 2024, we granted PSUs to certain employees, including certain named executive officers. The Compensation Committee believes that the incorporation of the PSUs as a component of long-term equity incentive compensation provided to the executive officers will enhance the alignment of executive compensation with long-term shareholder value creation, because the vesting of the PSUs is conditioned upon the Company's achievement of certain key operational milestones important to its growth and success.

The PSUs vest in two equal 50% installments based upon the achievement of two specified operational milestones related to the regulatory status of our lead product candidate, PRGN-2012. Specifically, 50% vest upon the Company's good faith submission to the U.S. FDA of a complete BLA related to PRGN-2012, and 50% vest upon the approval of the BLA by the FDA (each, a “Milestone”), in each case during the performance period from the grant date through December 31, 2026. Each Milestone was selected because of its strategic importance for our company and the need to incentivize and retain key employees through these Milestones. The Milestones may be achieved (and the PSUs earned) at any time during the performance period, and the PSUs will vest and be settled in shares of the Company's common stock at such time as the Compensation Committee certifies that an applicable performance milestone has been achieved, subject generally to the executive's continued employment through the applicable achievement date. Any PSUs for which a performance milestone has not been achieved by December 31, 2026 will be cancelled and forfeited.

The following table summarizes the PSUs granted to our named executive officers in August 2024 (except for Mr. Perez who did not receive such an award):


Name	Grant Date Fair Value of PSUs ($)(1)		Milestone-Based PSUs Granted (#)
Dr. Helen Sabzevari	$	932,250	1,650,000
Harry Thomasian Jr.	$	141,250	250,000
Donald P. Lehr	$	61,020	108,000
Rutul R. Shah	$	141,250	250,000
Phil Tennant	$	28,250	50,000

_____________________________________________________________________________________________________

1.The grant date fair value is based on the grant date closing price per share of 1.13 on August 28, 2024.

In January 2025, the first Milestone applicable to the PSUs was determined to have been achieved and 50% of the PSUs held by each named executive officer were settled in shares of Company common stock, with the remaining 50% remaining outstanding subject to the achievement of the remaining Milestone.

Other Benefits

The Compensation Committee believes employee benefits are an essential component of our competitive total compensation package. These benefits are designed to attract and retain our employees. The executive officers may participate in, and we make contributions on their behalf to, the same benefit plans that are provided to all of our eligible employees, which include medical, health and dental insurance, long-term disability insurance, accidental death and disability insurance, and our 401(k) Plan. As part of the 401(k) Plan, we generally match 100% of the first 3% of compensation contributed by the employee into the 401(k) Plan subject to the Internal Revenue Code of 1986, as amended (the “Code”), and our 401(k) Plan limits. We have disclosed all company matches for our named executive officers in the column labeled “All Other Compensation,” in the Summary Compensation Table herein, and separately disclosed each amount in the All Other Compensation Table for 2024 herein.

The Compensation Review Process

Process for Approval of Compensation Measures

Management makes a recommendation to the Compensation Committee and the Board regarding key financial goals, operational goals, and performance measures that will guide us for the relevant fiscal year. The Compensation Committee, together with the Board, reviews these recommendations and modifies them as the Board deems appropriate and the revised goals and performance objectives become the compensation measures for the executive officers. For 2024, the Compensation

Committee is committed to continually reviewing and refining the Company’s executive compensation programs, with a focus on ensuring alignment with the Company’s overall strategy and shareholder interests and enhancing and promoting its pay for performance philosophy.

Role of the Compensation Committee and Management

Governance of our compensation program is the responsibility of the Compensation Committee, which consists solely of independent directors. At the direction of the Compensation Committee, our CEO prepares compensation recommendations regarding the compensation of each of our executive officers, other than for the CEO, and presents those recommendations to the Compensation Committee for approval. The Compensation Committee evaluates the overall performance of the executive officers based on our achievement of corporate performance objectives and goals. The Compensation Committee, with the advice of its independent compensation consultant, then reviews and takes into account all elements of executive compensation in setting policies and determining compensation amounts. The Compensation Committee does not delegate authority to its outside consultant or to other parties.

Role of Compensation Consultants

As discussed above, the Compensation Committee is authorized to retain experts, consultants, and other advisors to aid in the discharge of its duties.

Since 2021, the Compensation Committee has engaged Aon as its independent compensation consultant to aid the Compensation Committee in its annual review of the Company’s executive compensation practices for continuing appropriateness and reasonableness and to make recommendations regarding executive officer compensation levels and structures. In reviewing the Company’s executive compensation practices, the Compensation Committee also considers other sources to evaluate external market, industry and peer-company practices. Aon has no other business relationship with us and receives no payments from us other than fees for services to the Compensation Committee.

In retaining Aon, the Compensation Committee separately considered the six factors set forth in Section 10C-1(b)(4)(i) through (vi) of the Exchange Act and the listing standards of Nasdaq, based on such consideration, determined that the engagement of Aon did not raise any conflicts of interest.

Use of Peer Group

The Compensation Committee consulted with its independent compensation consultant, Aon, to assist in the analysis of the Company’s peer group to align with governance and market best practices in preparation for the 2024 compensation review cycle. In that capacity, Aon provided the Compensation Committee with a peer group analysis and made recommendations to the Compensation Committee in structuring the compensation program for the CEO and other executive officers.

The peer analysis conducted by Aon considered our peer companies to be U.S. based biotechnology companies predominantly in Phase I/II clinical trials with some Phase III companies, market capitalization of $100 million to $1.4 billion and a headcount of 75 to 625 employees. These companies generally specialize in oncology, gene and/or cell therapy, vaccine development and/or a diverse portfolio with one or more of the specialties. The peer group that resulted from this screening method consisted of the following 21 companies:

Company Name

Adaptimmune Therapeutics (ADAP)

Agenus (AGEN)

Allogene Therapeutics (ALLO)

Allovir (ALVR)

Atara Biotherapeutics (ATRA)

Caribou Biosciences, Inc. (CRBU)

Fate Therapeutics (FATE)

Gossamer Bio (GOSS)

Gritstone bio (GRTS)

IDEAYA Biosciences (IDYA)

ImmunityBio (IBRX)

Inovio Parmaceuticals (INO)

Iovance Biotherapeutics (IOVA)

Lyell Immunopharma (LYEL)

PDS Biotechnology (PDSB)

Poseida Therapeutics (PSTX)

REGENXBIO (RGNX)

Sana Biotechnology (SANA)

Sangamo Therapeutics (SGMO)

VIR Biotechnology (VIR)

Xencor (XNCR)

At the time the peer group for 2024 was proposed to the Compensation Committee, the peer group had the following median statistics:

Measure

50th Percentile

Precigen’s Position

Market Capitalization

$512 million

$366.0 million (46th percentile)

Revenues

$14.3 million

$22.1million (51th percentile)

Annualized 3-Year TSR

-40%

-32% (65th percentile)

In preparation for making 2024 compensation decisions, the Compensation Committee reviewed the existing compensation peer group in consultation with its independent compensation consultant for continued financial and business fit and made the following updates to the prior year’s peer group:

The following companies were removed from the 2023 peer group:

•NGM Biopharmaceutics (NGM)

•Precision Biosciences (DTIL)

•Revolution Medicines (RVMD)

• Sorrento Therapeutics (SRNE)

•TCR2 Therapeutics (TCRR)

•Vaccitech (VACC)

•VBI Vaccines (VBIV)

The following companies were added to the 2024 peer group:

•Adaptimmune Therapeutics (ADAP)

•Allovir (ALVR)

•Gossamer Bio (GOSS)

•Immunity Bio (IBRX)

•PDS Biotechnology (PDSB)

•Sangamo Therapeutics (SGMO)

•Vir Biotechnology (VIR)

The Compensation Committee plans to continue to monitor certain compensation practices at a variety of similarly situated or similarly structured companies in assessing and making compensation decisions going forward.

Establishing Total Direct Remuneration

Total direct remuneration is the sum of base salary, annual short-term incentive awards, long-term equity incentive awards (if any), performance-based awards (if any)and other benefits. A major portion of each executive officer’s remuneration is established by performance-based incentives, which require achievement of performance objectives and goals as a condition to earning annual short-term incentive awards, and long-term equity incentive awards, the value of which depends on our stock price upon vesting or exercise. The at-risk portion of total direct remuneration provides increased pay for higher levels of corporate and/or business sector performance.

In setting each executive officer’s total direct remuneration opportunity, the Compensation Committee takes into account factors such as the responsibilities, experience, performance, contributions, and service of the executive. We do not set total direct remuneration or the component parts at levels to achieve a mathematically precise market position. In determining executive compensation, the Compensation Committee reviews all components of each executive officer’s total compensation, including retirement benefits and the costs of any perquisites received, to ensure such compensation meets the goals of the program. As a part of this review, the Compensation Committee considers corporate performance and the recommendations of senior management. The Compensation Committee also takes into consideration individual and overall company operating performance to ensure executive compensation reflects past performance as well as future potential and, we believe, adequately differentiates among employees, based on the scope and complexity of the employee’s job position, individual performance and experience and our ability to pay. The Compensation Committee reviews annually each executive officer’s performance prior to considering changes in compensation. The individual performance of each executive officer is evaluated in light of our overall

performance approved by the Compensation Committee and the Board. The Compensation Committee and the Board believe that the competitive environment, including for executive talent, is dynamic and evolving. For this reason, while the Compensation Committee believes the total compensation for each of the executive officers is reasonable and appropriate, the Compensation Committee continues to actively consider methods to further improve the effectiveness of our approach to executive compensation.

Consideration of Say-on-Pay Vote Results

The Board has determined to provide our shareholders the opportunity to vote each year to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our Form 10-K/A (“say-on-pay”). As an advisory vote, the vote on executive compensation is non-binding on the Board and should not be construed as (i) overruling a decision by the Board, (ii) creating or implying any change to our fiduciary duties, or (iii) creating or implying any additional fiduciary duties for the Board. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our shareholders, and consider our shareholders’ views when making executive compensation decisions, as they deem appropriate.

At our 2024 Annual Meeting of Shareholders, we held a non-binding shareholder say-on-pay vote. Our shareholders approved our 2024 executive compensation proposal, with 96.3% of the shares that were cast on the proposal voted in favor of the say-on-pay resolution. We did not make any significant changes in our policies or programs in response to this vote. However, we will continue to consider the outcome of the say-on-pay vote for future compensation decisions for our executive officers.

Other Executive Compensation Practices

Anti-Hedging Policy

To ensure alignment of the interests of our shareholders, directors and executive officers, our Insider Trading Policy does not permit directors, officers, or employees to engage in short-term or speculative transactions involving our securities, including short sales, publicly traded options, or hedging of our securities.

Compensation Recovery Policies

It is the Board’s policy that in the event the Board determines that a significant restatement or correction of our financial results or other metrics is required for the prior fiscal year for which audited financial statements have been completed, and, had the results or metrics been properly calculated initially, our officers would have received less compensation, the Board has the authority to obtain reimbursement of any portion of any performance based compensation paid or awarded, whether cash or equity based, to the officers and to other employees responsible for accounting errors resulting in the restatement or correction that is greater than would have been paid or awarded calculated based upon the restated or corrected financial results or metrics. Further, it is the policy of the Board to seek recoupment in all instances where Section 304 of the Sarbanes-Oxley Act of 2002 requires us to seek recoupment. On June 8, 2023 the Board adopted the Precigen, Inc. Financial Statement Compensation Recoupment Policy which policy is intended to comply with the requirements of Section 10D of the Exchange Act and Section 5608 of the Nasdaq Listing Rules. The policy provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financing reporting requirements. A copy of the Precigen, Inc. Financial Statement Compensation Recoupment Policy was filed as Exhibit 97 of the Original Form 10-K for the year ended December 31, 2024.

Tax and Accounting Implications

Under Section 162(m) of the Code, compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible. To retain highly skilled executives and remain competitive with other employers, the Compensation Committee may authorize compensation that would not be deductible under Section 162(m) of the Code or otherwise if it determines that such compensation is in the best interests of us and our shareholders.

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to estimate and record an expense for each award of equity compensation (including stock options and RSUs) over the vesting period of the award.

COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE REPORT

The Compensation and Human Capital Management Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation and Human Capital Management Committee recommended to the Board that it be included in this Form 10-K/A.

THE COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE

•James S. Turley, Chair

•Fred Hassan

•Jeffrey B. Kindler

Compensation Risk Assessment

As part of its oversight of our executive compensation program, the Compensation Committee considers the impact of our executive compensation program, and the incentives created by the compensation awards that it administers, on our risk profile. In addition, the Compensation Committee reviews our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk-taking, to determine whether they present a significant risk to us. The Compensation Committee concluded that our compensation programs are designed with the appropriate balance of risk and reward in relation to our overall business strategy and that the balance of compensation elements discourages excessive risk taking. The Compensation Committee, therefore, determined that the risks arising from our compensation policies and practices for employees are not reasonably likely to have a material adverse effect on us. The Compensation Committee will continue to consider compensation risk implications while deliberating the design of our executive compensation programs. In its discussions, the Compensation Committee considered the attributes of our programs, including:

•appropriate pay philosophy in light of our business model;

•balance with respect to the mix of cash and equity compensation, and measures of performance against both annual and multiyear standards;

•long-term incentives linked to stock price performance;

•long-term incentives generally have multiyear vesting to ensure a long-term focus and appropriate balance against short-term goals;

•independent Compensation Committee oversight, with Compensation Committee discretion to reduce incentives based on subjective evaluation of individual performance; and

•anti-hedging policies.

Summary Compensation Table

The following table sets forth the compensation paid to or accrued by our named executive officers during the fiscal years ended December 31, 2024, 2023 and 2022.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(2) ($)	Incentive Plan Compensation(3) ($)	All Other Compensation(4) ($)	Total ($)
Helen Sabzevari Chief Executive Officer	2024	1,000,000	—	2,432,249	1,979,514	—	20,132	5,431,895
	2023	1,000,000	—	815,625	1,885,056	—	18,380	3,719,061
	2022	1,000,000	—	750,000	1,459,127	271,875	16,620	3,497,622
Harry Thomasian Jr. Chief Financial Officer	2024	486,500	—	331,250	548,950	—	35,752	1,402,452
	2023	475,000	—	103,311	520,061	—	33,538	1,131,910
	2022	454,584	—	17,840	344,540	34,437	35,019	886,420
Don Lehr Chief Legal Officer	2024	575,000	—	291,019	439,160	—	46,901	1,352,080
	2023	575,000	—	125,062	321,317	—	43,316	1,064,695
	2022	575,000	—	80,498	258,405	41,687	35,712	991,302
Rutul Shah Chief Operating Officer	2024	452,116	—	305,249	603,845	—	46,334	1,407,544
	2023	410,000	—	89,174	495,775	—	43,025	1,037,974
	2022	327,500	—	55,000	344,540	29,725	36,318	793,083
Phil Tennant(5) Chief Commercial Officer	2024	215,769	—	28,250	252,660	—	21,658	518,337
Jeffrey Perez(6) Former Senior Vice President, IP Affairs	2024	423,077	—	200,000	329,370	—	906,985	1,859,432
	2023	500,000	—	108,749	222,670	—	40,666	872,085
	2022	500,000	—	70,000	258,405	36,250	33,992	898,647

______________________________________________________________________________________________________

(1)Represents the grant date fair value of RSUs and PSUs computed by us for financial reporting purposes, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures and, for PSUs, based on the probable outcome of the performance conditions as of the grant date, and does not represent the actual amounts that will be realized by the named executive officer. Assuming the highest level of performance achievement for the PSUs, the values are as follows: for Ms. Sabzevari 1,864,500, for Mr. Thomasian 282,500, for Mr. Lehr 122,040, for Mr. Shah 282,500, and for Mr. Tennant 56,500. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2024, which is included in our 2024 Form 10-K filed with the Securities and Exchange Commission. This column does not include for 2024 the grant date fair value of RSUs granted as part of the short-term incentive award for performance in 2024 because the awards were granted in 2025. However, it does include for 2024, 2023 and 2022 the grant date fair value of RSUs granted as part of the short-term incentive award for performance in 2023, 2022 and 2021, respectively.

(2)Represents the grant date fair value computed by us for financial reporting purposes, computed in accordance with ASC Topic 718. For a full description of the assumptions we use in computing these amounts, see Note 2 to our consolidated financial statements for the year ended December 31, 2024, which is included in our 2024 Annual Report. The actual value a named executive officer may receive depends on market prices and there can be no assurance that the amounts reflected in the Option Awards column will actually be realized. No gain to a named executive officer is possible without an appreciation in stock value after the date of grant.

(3)For 2022, represents the aggregate annual performance-based short-term incentive earned under the Company’s 2022 annual short-term incentive program for executive employees that was paid in cash in the year following the applicable year’s service period.

(4)The amounts in this column are further detailed in the “All Other Compensation Table for 2024.”

(5)Mr. Tennant commenced his employment with us as Chief Commercial Officer on July 22, 2024. Accordingly, no information is displayed for 2023 and 2022.

(6)Mr. Perez ceased serving as Senior Vice President, IP Affairs, effective November 1, 2024.

ALL OTHER COMPENSATION TABLE FOR 2024

The table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the named executive officers during 2024. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the named executive officer. The named executive officers paid any taxes associated with these benefits without reimbursement from us.


Name	Company-Paid Welfare and Life Benefits Premiums $	401(k) Plan Company Contributions $	Termination Payments		Total
Helen Sabzevari	9,782	10,350	—		20,132
Harry Thomasian Jr.	25,402	10,350	—		35,752
Donald P. Lehr	36,551	10,350	—		46,901
Rutul R. Shah	35,984	10,350	—		46,334
Phil Tennant	15,185	6,473	—		21,658
Jeffrey Perez	33,535	10,350	863,100	(1)	906,985

__________________________________________________________________________________________________

(1)For Mr. Perez, the amounts represent severance payments and benefits of (i) 18 months of base salary and (ii) reimbursement for 18 months of expected COBRA premiums, as well as a payment in respect of accrued and unused paid time off.

GRANTS OF PLAN-BASED AWARDS FOR 2024

The following table presents information regarding grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2024.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)	All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date	Threshold $	Target ($)	Maximum ($)
Helen Sabzevari	5/31/2024					—		1,803,000		1.40	1,979,514
	4/5/2024					1,071,428	(4)	—		—	1,499,999
	8/28/2024				1,650,000	—		—		—	932,250
		—	1,500,000	—
Harry Thomasian Jr.	5/31/2024					—		500,000		1.40	548,950
	4/5/2024					135,714	(4)	—		—	190,000
	8/28/2024				250,000	—		—		—	141,250
		—	195,200	—
Donald P. Lehr	5/31/2024					—		400,000		1.40	439,160
	4/5/2024					164,285	(4)	—		—	229,999
	8/28/2024				108,000	—		—		—	61,020
		—	230,000	—
Rutul R. Shah	5/31/2024					—		550,000		1.40	603,845
	4/5/2024					117,142	(4)	—		—	163,999
	8/28/2024				250,000	—		—		—	141,250
		—	194,000	—
Phil Tennant	7/22/2024					—		200,000	(5)	1.26	252,660
	8/28/2024				50,000	—		—		—	28,250
		—	90,542	—
Jeffrey Perez (6)	5/31/2024					—		300,000		1.40	329,370
	4/5/2024					142,857	(4)	—		—	200,000
		—	200,000

______________________________________________________________________________________________________

(1)Represents the target payout opportunity under the Company’s 2024 annual short-term incentive program.

(2)Represents the target payout opportunity under the PSUs granted in 2024 assuming achievement of both Milestones.

(3)Represents the grant date fair value of the equity awards determined in accordance with ASC Topic 718.

(4)Represents a grant of fully-vested RSUs granted for performance in 2023.

(5)Mr. Tennant received a stock option grant in the amount set forth in the table above pursuant to his employment offer letter.

(6)In connection with his separation from employment in November 2024, all of Mr. Perez’s outstanding, unvested equity awards were forfeited.

OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

The following table sets forth specified information concerning unexercised stock options and unvested RSUs and PSUs held by each of the named executive officers as of December 31, 2024.


			Option Awards				Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options: Exercisable	Number of Securities Underlying Unexercised Options: Unexercisable (1)	Option Exercise Price ($)	Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)	Equity Incentive Plan Awards: Market Value or Payout of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Helen Sabzevari	7/17/2017		150,000	—	22.83	7/17/2027	—	—
	1/5/2020		1,500,000	—	5.95	1/5/2030	—	—
	1/5/2020		1,500,000	—	11.9	1/5/2030	—	—
	1/5/2020		1,500,000	—	17.85	1/5/2030	—	—
	2/2/2022		423,500	423,500	2.33	2/2/2032	—	—
	3/24/2023	(2)	369,596	—	0.96	3/24/2033	—	—
	4/28/2023		721,791	1,010,509	1.21	4/28/2033	—	—
	05/31/2024		—	1,803,000	1.40	5/31/2034	—	—
	08/28/2024	(3)	—	—			1,650,000	1,848,000
Harry Thomasian Jr.	10/18/2021		135,000	45,000	4.72	10/18/2031	—	—
	2/2/2022		100,000	100,000	2.33	2/2/2032	—	—
	3/24/2023	(2)	46,815	—	0.96	3/24/2033	—	—
	4/28/2023		217,083	303,917	1.21	4/28/2033	—	—
	5/31/2024		—	500,000	1.40	5/31/2034	—	—
	8/28/2024	(3)	—	—			250,000	280,000
Donald P. Lehr	2/02/2017		225,000	—	20.94	2/2/2027	—	—
	2/2/2022		75,000	75,000	2.33	2/2/2032	—	—
	3/24/2023	(2)	56,671	—	0.96	3/24/2033	—	—
	4/28/2023		125,000	175,000	1.21	4/28/2033	—	—
	5/31/2024		—	400,000	1.40	5/31/2034	—	—
	8/28/2024	(3)	—	—			108,000	120,960
Rutul R. Shah	3/12/2015		2,597	—	45.69	3/12/2025	—	—
	3/10/2016		2,510	—	34.85	3/10/2026	—	—
	3/16/2017		5,000	—	21.38	3/16/2027	—	—
	3/23/2018		4,000	—	15.80	3/23/2028	—	—
	6/18/2019		40,000	—	8.60	6/18/2029	—	—
	7/16/2020		60,000	—	4.67	7/16/2030	—	—
	4/21/2021		75,000	25,000	8.17	4/21/2031	—	—
	2/02/2022		100,000	100,000	2.33	2/2/2023	—	—
	3/24/2023	(2)	40,409	—	0.96	3/24/2033	—	—
	4/28/2023		208,333	291,667	1.21	4/28/2033	—	—
	5/31/2024		—	550,000	1.40	5/31/2034	—	—
	8/28/2024	(3)	—	—			250,000	280,000


Phil Tennant	7/22/2024		—	200,000	1.61	7/22/2034	—	—
	8/28/2024	(3)	—	—			50,000	56,000
Jeffrey Perez (4)	2/02/2017		225,000	—	20.94	2/2/2027	—	—
	2/2/2022		75,000	—	2.33	2/2/2032	—	—
	3/24/2023	(2)	49,279	—	0.96	3/24/2033	—	—
	4/28/2023		75,000	—	1.21	4/28/2033	—	—

__________________________________________________________________________________________________

(1)For awards granted prior to 2023, each award vests in four equal annual installments beginning on the anniversary of the grant date. For awards granted in 2023 and later, each award vests as to one-fourth of the award on the first anniversary of the date of grant, with the balance of the awards vesting in 36 successive equal monthly installments thereafter, except as noted in (2) below.

(2)Award vested on the first anniversary of the grant date.

(3)Award vests in two equal 50% installments based upon the achievement of two specified operational milestones relating to (i) the Company’s good faith submission to the U.S. FDA of a complete BLA for the Company’s PRGN-2012 investigational product and (ii) the approval of the BLA by the FDA.

(4)In connection with his separation from employment in November 2024, all of Mr. Perez’s outstanding, unvested equity awards were forfeited. Under the terms of his employment agreement, he has five months from the date of his termination to exercise his outstanding vested options.

STOCK AWARDS VESTED FOR 2024

The following table sets forth specified information concerning stock vesting for each of the named executive officers during the fiscal year ended December 31, 2024.


Name	Stock Awards
	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Helen Sabzevari	1,071,428	1,499,999
Harry Thomasian Jr.	135,714	190,000
Donald P. Lehr	164,285	229,999
Rutul R. Shah	117,142	163,999
Phil Tennant	—	—
Jeffrey Perez	142,857	200,000

__________________________________________________________________________________________________

(1)The amounts in the “Value Realized on Vesting” column are calculated based on the closing market price per share of our common stock on the date of vesting. This calculation differs from the grant date fair value of the equity awards determined in accordance with ASC Topic 718.

POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

Employment Agreements with Named Executive Officers

Mr. Lehr is a party to a continuing employment agreement with the Company entered into in April 2019 that provides for certain severance rights upon termination without “Cause” (as defined in the employment agreement) or resignation by him for “Good Reason” (as defined in the employment agreement). Pursuant to the terms of the employment agreement, subject to the execution of a release of claims, Mr. Lehr would be entitled to receive (i) payment equivalent to 18 months of his base pay, and (ii) his expected cost of COBRA premiums for continued medical coverage for up to 18 months.

In addition, in February 2024, the Company entered into a continuing employment agreement with each of Messrs. Thomasian and Shah that provide for certain severance rights upon termination without “Cause” (as defined in the applicable employment agreement) or resignation by the executive officer for “Good Reason” (as defined in the applicable employment agreement). Pursuant to the terms of these employment agreements, subject to the execution of a release of claims, the named executive officer would be entitled to receive (i) payment equivalent to 12 months of his base pay, and (ii) the named executive officer’s expected cost of COBRA premiums for continued medical coverage for up to 12 months.

In connection with his appointment to the position of Chief Commercial Officer in July 2024, the Company entered into an employment agreement with Mr. Tennant, with terms consistent with that of Messrs. Thomasian and Shah noted above.

Mr. Perez was also party to an employment agreement with the Company, with the terms consistent with those described above for Mr. Lehr. In connection with his separation from employment in November 2024, Mr. Perez received the severance payments and benefits provided under his employment agreement, as set forth below.

Employment Agreement with Dr. Sabzevari

In connection with her appointment to the position of President and CEO in January 2020, we entered into an employment agreement with Dr. Sabzevari (the “CEO Employment Agreement”). The term under the CEO Employment Agreement commenced on January 1, 2020 and continues until terminated in accordance with the CEO Employment Agreement.

Dr. Sabzevari’s initial annual base salary under the CEO Employment Agreement is $1,000,000. Dr. Sabzevari received sign-on equity grants in connection with her commencement of employment with us. The CEO Employment Agreement also provides for eligibility for an annual bonus of up to 150% of Dr. Sabzevari’s annual base salary, contingent upon continuous employment by us and Dr. Sabzevari’s performance during the bonus period and through the date on which the bonus is paid, as determined in the sole discretion of the Board. Pursuant to the CEO Employment Agreement, Dr. Sabzevari will be entitled to participate in all employee benefit plans that are generally made available to senior Precigen exempt executives.

Pursuant to the CEO Employment Agreement, in the event Dr. Sabzevari’s employment is terminated by the Company without Cause or by Dr. Sabzevari for Good Reason, subject to her execution of a release of claims, Dr. Sabzevari would be eligible to receive (i) an amount equal to 18 months of her then-current base annual salary (or, in the event of a material reduction of Dr. Sabzevari’s base salary giving rise to Good Reason, her pre-reduction base salary), (ii) a pro rata portion of her maximum annual performance bonus for the calendar year of her termination plus any annual bonus for the calendar year prior to the date of her termination of employment that would have been earned but for her termination date occurring prior to the date of payment of such bonus, (iii) full acceleration of any unvested portion of the Initial Equity Grants (as defined in her employment agreement), (iv) full acceleration of any unvested portion of the Performance Equity Grants (as defined in her employment agreement) in the event such termination occurs within 12 months of a Change in Control, as defined in our Amended and Restated 2013 Omnibus Incentive Plan (“2013 Plan”) (see “Equity Award Provisions” below), and (v) if elected, payment or reimbursement for COBRA healthcare continuation coverage for up to 18 months following the termination date.

Regardless of the reason of termination, under the CEO Employment Agreement, Dr. Sabzevari will be entitled to receive (i) any earned, but unpaid, base salary through the date of termination, (ii) a cash payout of accrued but unused vacation, and (iii) any amounts owed for reimbursement of expenses pursuant to applicable Precigen reimbursement policies.

“Cause” under CEO Employment Agreement has generally the same meaning as “Cause” in the employment agreements with the other named executive officers, except that a continued failure to substantially perform material duties does not constitute cause and that only material acts of dishonesty, illegal conduct, fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty constitute Cause.

“Good Reason” under Dr. Sabzevari’s Employment Agreement has generally the same meaning as “Good Reason” in the employment agreements with the other named executive officers, except that a reduction in her base salary of more than 5%, other than a general reduction for similarly situated employees not to exceed 10%, constitutes “Good Reason.”

Stock Option and RSU Provisions

To ensure that we will have the continued dedicated service of certain executives, including some of our named executive officers, notwithstanding the possibility, threat, or occurrence of a Change in Control, our stock option and RSU award agreements with our named executive officers contain change in control provisions. Specifically, these agreements provide that in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the option award by the Company or its successor in connection with the Change in Control, then the award will vest in full, to the extent

not already vested, on the earlier of the date of the Change in Control or the date the award is to be terminated in connection with the Change in Control, provided the executive has remained continuously employed by the Company or any affiliate from the grant date until such time.

The Compensation Committee believes that the Change in Control provisions in our 2013 and 2023 Plan’s and our stock option awards serve the best interests of our Company and our shareholders by ensuring that if a Change in Control is ever under consideration, our executives are able to perform their duties and responsibilities and advise the Board about the potential transaction in the best interests of shareholders, without being unduly influenced by the distracting uncertainty and risk associated with a Change in Control, such as fear of the economic consequences of losing their equity awards as a result of a Change in Control.

A “Change in Control” is defined in the 2013 Plan to mean generally the occurrence of any of the following events:

(a)the accumulation in any number of related or unrelated transactions by any person of beneficial ownership (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of our voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation of more than 50% of the voting power of our voting stock results from any acquisition of voting stock (i) directly from the Company that is approved by the Incumbent Board (as defined in the 2013 Plan), (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by us or any affiliate, or (iv) by any person pursuant to a merger, consolidation, reorganization or other transaction (a “Business Combination”) that would not cause a Change in Control under subsection (b), (c) or (d) below;

(b)consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the persons who were the beneficial owners of our voting stock immediately prior to that Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and more than 50% of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that Business Combination owns the Company or all or substantially all of our assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of our voting stock;

(c)a sale or other disposition of all or substantially all of our assets, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above or (d) below;

(d)approval by the shareholders of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) and (c) above;

(e)the acquisition by any person, directly or indirectly, of the power to direct or cause the direction of our management and policies (i) through the ownership of securities which provide the holder with such power, excluding voting rights attendant with such securities, or (ii) by contract; provided that a Change in Control will not be deemed to have occurred if such power was acquired (x) directly from the Company in a transaction approved by the Incumbent Board, (y) by an employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate or (z) by any person pursuant to a Business Combination that would not cause a Change in Control under subsections (b), (c) or (d) above; or

(f)during any period of two consecutive years, the Incumbent Board ceases to constitute a majority of the Board.

Notwithstanding the foregoing, a “Change in Control” does not include any accumulation of beneficial ownership or any Business Combination pursuant to which more than 50% of the beneficial ownership of the combined voting power of our voting stock is owned by (i) Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (ii) trusts and other entities established generally for the benefit of Randal J. Kirk, his spouse, his descendants and the spouses of his descendants, (iii) Third Security Staff 2001 LLC and any related funds, investors or entities, and/or (iv) any entities established by any of the foregoing.

A “Change in Control” is defined in the 2023 Plan to mean generally the occurrence of any of the following events:

i.the accumulation in any number of related or unrelated transactions by any Person of beneficial ownership (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s voting stock; provided that for purposes of this subsection (i), a Change in Control

will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the voting power of the Company’s voting stock results from any acquisition of voting stock (i) directly from the Company that is approved by the Incumbent Board, (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) by any Person pursuant to a merger, consolidation, reorganization or other transaction (a “Business Combination”) that would not cause a Change in Control under subsections (ii), (iii) or (iv) below;

ii.the consummation of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners of the voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and more than fifty percent (50%) of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that Business Combination owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting stock of the Company;

iii.a sale or other disposition of all or substantially all of the assets of the Company;

iv.approval by the shareholders of the Company of a complete liquidation or dissolution of the Company; or

v.during any period of two consecutive years, the Incumbent Board ceases to constitute a majority of the Board.

Notwithstanding the foregoing, a Change in Control shall only be deemed to have occurred with respect to a Participant in connection with the time or form of payment of an Award that is subject to Section 409A of the Code (or as otherwise required for the 409A Award to be in compliance with Section 409A of the Code) if the Change in Control otherwise constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code.

In addition, our stock option and RSU award agreements with our named executive officers provide for the full vesting of the awards in the event of termination by reason of the named executive officer’s death or disability.

PSU Provisions

Under the terms of the PSUs granted in 2024, in the event of a termination of the executive’s employment by the Company without Cause or by the executive with Good Reason (each as defined in the applicable award agreement), a pro-rata portion of the PSUs that are outstanding as of the termination date will remain outstanding and eligible to vest upon the earlier of (i) the achievement and certificate of a Milestone or (ii) a change in control (as described below). If the executive’s employment is terminated due to death or disability (as defined in the award agreement), any portion of the PSUs that are outstanding as of the termination date will remain outstanding and eligible to vest upon the earlier of (i) the achievement and certification of a Milestone or (ii) a change in control. In the event of a termination of employment for any other reason, any portion of the PSUs that are not vested and earned as of the termination date will be forfeited.

In the event of a Change in Control (as defined in the 2023 Plan) prior to December 31, 2026 and no provision is made for the continuance or assumption of the PSUs by the successor or surviving entity, any portion of the PSUs that are then outstanding will become fully vested with respect to the number of target PSUs on the date of the Change in Control, subject to the executive’s continued employment through such date.

Potential Payments

The following table shows the potential payments upon termination without cause or for good reason by the executive officer, a change in control of the Company, incapacity or death for the named executive officers based on agreements and plans in effect as of December 31, 2024. The amounts in this table are calculated assuming the triggering event occurred on December 31, 2024 and all executives were paid in a lump sum payment. For Mr. Perez, the table reflects the actual amounts paid under his continuing employment agreement in connection with his separation from employment.


		Potential Payments upon Termination or a Change in Control Termination
		Termination Without Cause or for Good Reason (Prior to a Change in Control) ($)		Control Termination Without Cause or for Good Reason (Within 12 Months of a Change in Control) ($)		Change in Control (No Termination) (1) ($)	Disability(2) ($)	Death(3) ($)
Helen Sabzevari	Accelerated Equity	—		1,848,000		1,848,000	1,848,000	1,848,000
	Severance Payment	1,500,000		1,500,000		—	—	—
	Prorated Bonus	1,500,000		1,500,000		—	—	—
	Other Compensation (PTO)	89,904		89,904		—	89,904	89,904
	Benefit Plans	14,717	(4)	14,717	(4)	—	630,000	1,545,000
	Total	3,104,621		4,952,621		1,848,000	2,567,904	3,482,904
Harry Thomasian Jr.	Accelerated Equity	—		280,000		280,000	280,000	280,000
	Severance Payment	488,000		488,000		—	—	—
	Other Compensation (PTO)	44,905		44,905		—	44,905	44,905
	Benefit Plans	28,441	(4)	28,441	(4)	—	630,000	1,521,000
	Total	561,346		841,346		280,000	954,905	1,845,905
Donald P. Lehr	Accelerated Equity	—		120,960		120,960	120,960	120,960
	Severance Payment	862,500		862,500		—	—	—
	Other Compensation (PTO)	55,288		55,288		—	55,288	55,288
	Benefit Plans	62,676	(4)	62,676	(4)	—	630,000	1,545,000
	Total	980,465		980,465		120,960	806,248	1,721,248
Rutul R. Shah	Accelerated Equity	—		280,000		280,000	280,000	280,000
	Severance Payment	485,000		485,000		—	—	—
	Other Compensation (PTO)	46,635		46,635		—	46,635	46,635
	Benefit Plans	36,727	(4)	36,727	(4)	—	630,000	1,515,000
	Total	568,363		848,362		280,000	956,635	1,841,635
Phil Tennant	Accelerated Equity	—		56,000		56,000	56,000	56,000
	Severance Payment	510,000		510,000		—	—	—
	Other Compensation (PTO)	6,743		6,743		—	6,743	6,743

Amendment: SEC Form 10-K/A filed by Precigen Inc.