Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2026, certain of our officers and directors amended or adopted a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K) as follows:
Name Date of adoption/
modification Nature of Trading Arrangement First Eligible Date of Sale Expected Termination Aggregate Number of Securities
Helen Sabzevari
Chief Executive Officer
Modification (June 30, 2026) (1) Modification of existing Rule 10b5-1 trading arrangement for the sale of common stock to revise certain pricing terms applicable to future sales September 28, 2026 December 31, 2026 477,260 (1)
(1) The trading arrangement was originally entered into on December 31, 2025 and subsequently modified (a) on March 31, 2026 to increase the aggregate securities subject to sales under the trading arrangement to 477,260 , and (b) on June 30, 2026 to revise certain pricing terms applicable to future sales. As of the June 30, 2026 modification, the remaining number of securities subject to sale was 130,424 .
The Rule 10b5-1 trading arrangements described above were adopted and pre-cleared in accordance with Precigen’s Insider Trading Policy and actual transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC. Other than as disclosed above, no other officer adopted , modified or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the three months ended June 30, 2026.
44
Item 6. Exhibits
Exhibit
No. Description
10.1 Amendment No. 3 to Precigen, Inc. 2023 Omnibus Incentive Plan .
10.2† Form of Performance Stock Unit Agreement under the 2023 Omnibus Incentive Plan.
31.1 Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of the Company, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Helen Sabzevari, Chief Executive Officer (Principal Executive Officer) of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of Harry Thomasian Jr., Chief Financial Officer (Principal Financial Officer) of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101** Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101.0 to this Quarterly Report on Form 10-Q are the following documents formatted in XBRL: (i) the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025, (iv) the Condensed Consolidated Statements of Mezzanine Equity and Shareholders' Equity (Deficit) for the three and six months ended June 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, and (vi) the Notes to the Condensed Consolidated Financial Statements.
104** Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential.
** Furnished herewith.
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Precigen, Inc.
(Registrant)
Date: August 4, 2026 By: /s/ HARRY THOMASIAN JR.
Harry Thomasian Jr.
Chief Financial Officer
(Principal Financial and Accounting Officer)
46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.