Hefti Brenda 4

4 · EXELIXIS, INC. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Exelixis (EXEL) SVP & GC Brenda Hefti Sells Shares

What Happened

Brenda Hefti, SVP and General Counsel of Exelixis, reported two dispositions: 5,430 shares were withheld to satisfy taxes in connection with vesting (F) at $43.92 each (value $238,486) on Feb 15, 2026, and 18,669 shares were sold in the open market (S) on Feb 18, 2026 at a weighted average price of $44.01 (total proceeds ~$821,623). The sale was effected under a pre-set Rule 10b5-1 trading plan.

Key Details

Transaction dates and amounts:
- Feb 15, 2026 — 5,430 shares withheld for tax payment at $43.92; value $238,486 (code F).
- Feb 18, 2026 — 18,669 shares sold (open market) at weighted average $44.01; proceeds ~$821,623 (code S). Sales prices ranged $43.32–$44.49.
Filing: Form 4 filed Feb 18, 2026 (covers the Feb 15 and Feb 18 transactions). The filing itself does not indicate a late filing.
Shares owned after transaction: not specified in the excerpt. Footnote F2 notes 95,956 shares will be issued upon vesting of RSUs/One-Time Award PSUs granted Mar 31, 2025.
Notable footnotes:
- F1: Tax withholding related to performance-based RSUs that vested (award originally March 4, 2022; performance certified Jan 16, 2025).
- F3: Open-market sales were made under a Rule 10b5-1 plan adopted Nov 19, 2025.
- F4: Weighted average sale price shown; multiple sale prices within $43.32–$44.49.
- F5: Some shares reported relate to Exelixis 401(k) plan holdings.

Context

The tax-withholding disposition (code F) is a routine mechanism to cover tax liabilities when restricted stock units vest; those withheld shares are not open-market sales by the insider. The open-market sale (code S) was executed under a pre-arranged 10b5-1 plan, which is commonly used to automate planned insider sales and avoid questions about timing. These transactions are sales (not purchases), so they do not indicate a new insider purchase signal.

Form 4

Period: 2026-02-15

SVP and General Counsel

Transactions

Tax Payment
Common Stock
[F1][F2]
2026-02-15$43.92/sh−5,430$238,486→ 115,181 total
Sale
Common Stock
[F3][F4][F2]
2026-02-18$44.01/sh−18,669$821,623→ 96,512 total

Holdings

Footnotes (5)

[F1]Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of performance-based restricted stock units awarded on March 4, 2022, for which the Compensation Committee certified that Exelixis, Inc. had achieved certain performance criteria on January 16, 2025.
[F2]Includes 95,956 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units ("RSUs") and PSUs granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs"). Each RSU is the economic equivalent of one share of Common Stock and each One-Time Award PSU represents a contingent right to receive one share of Common Stock.
[F3]The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 19, 2025.
[F4]Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.32 to $44.49. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.
[F5]Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 13, 2026.

Signature

/s/ Nina Ayer, Attorney in Fact|2026-02-18

1 file