Hefti Brenda 4

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.