Sec Form 4 Filing - Shea Jacqueline Elizabeth @ INOVIO PHARMACEUTICALS, INC. - 2024-02-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shea Jacqueline Elizabeth 2. Issuer Name and Ticker or Trading Symbol INOVIO PHARMACEUTICALS, INC. [ INO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 660 W. GERMANTOWN PIKE 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2024 (Street) PLYMOUTH MEETING, PA19462 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/26/2024 M 1,878 A 18,387 ( 2 ) D Common Stock 02/26/2024 F 872 ( 3 ) D $ 8.16 17,515 D Common Stock 02/26/2024 M 5,853 A 23,368 D Common Stock 02/26/2024 F 2,856 ( 5 ) D $ 8.16 20,512 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 1 ) 02/26/2024 M 1,878 ( 2 ) ( 1 ) ( 1 ) Common Stock 1,878 ( 2 ) $ 0 0 D Restricted Stock Unit ( 4 ) 02/26/2024 M 5,853 ( 2 ) ( 4 ) ( 4 ) Common Stock 5,853 ( 2 ) $ 0 5,852 ( 2 ) D Common Stock Option $ 8.46 02/28/2024 A 69,733 02/28/2024( 6 ) 02/28/2034 Common Stock 69,733 $ 0 69,733 D Restricted Stock Unit ( 7 ) 02/28/2024 A 55,895 ( 7 ) ( 7 ) Common Stock 55,895 $ 0 55,895 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shea Jacqueline Elizabeth 660 W. GERMANTOWN PIKE PLYMOUTH MEETING, PA19462 X Chief Executive Officer Signatures /s/ Jacqueline E. Shea 02/28/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 5,635 restricted stock units was as follows: 1,879 shares vested on February 26, 2022; 1,878 shares vested on February 26, 2023; and 1,878 shares vested on February 26, 2024. Vested restricted stock units could be settled in shares of common stock, cash or a combination of both. ( 2 )Gives effect to a 1-for-12 reverse stock split effected by the Issuer on January 24, 2024. ( 3 )The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (1) herein. ( 4 )Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 17,557 restricted stock units is as follows: 5,852 shares vested on February 26, 2023; 5,853 shares vested on February 26, 2024; and 5,852 shares will vest on February 26, 2025. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. ( 5 )The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (4) herein. ( 6 )The vesting schedule for the 69,733 options is as follows: 17,434 shares vested on February 28, 2024; 17,433 shares will vest on February 28, 2025; 17,433 shares will vest on February 28, 2026; and 17,433 shares will vest on February 28, 2027. ( 7 )Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 55,895 restricted stock units is as follows: 18,632 shares will vest on February 26, 2025; 18,632 shares will vest on February 26, 2026; and 18,631 shares will vest on February 26, 2027. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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