MORRISSEY MICHAEL 4
4 · EXELIXIS, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Exelixis (EXEL) CEO Michael Morrissey Exercises Options, Gifts Shares
What Happened
- Michael Morrissey, President & CEO and a director of Exelixis, exercised an option to acquire 494,700 shares on Feb 13, 2026 (exercise cost reported as $10,542,057). The company withheld shares to cover the option exercise price and taxes, leaving Morrissey with a net receipt of 125,094 shares.
- Following the exercise and other equity vesting activity, Morrissey transferred (gifted) shares to family trusts: 250,736 shares on Feb 17 and 125,094 shares on Feb 18 (total gifted = 375,830 shares). Separate share withholdings of 369,606 shares (for exercise/taxes) and 120,390 shares (to satisfy taxes on vested performance RSUs) are reported as dispositions.
Key Details
- Primary transactions and values:
- 2026-02-13: Option exercise of 494,700 shares at $21.31 = $10,542,057 (code M).
- 2026-02-13: 369,606 shares withheld for exercise price/taxes using $43.92 = $16,233,096 (code F).
- 2026-02-15: 120,390 shares withheld for taxes on vested performance RSUs at $43.92 = $5,287,529 (code F).
- 2026-02-17: Gift of 250,736 shares to Morrissey Family Trust (code G).
- 2026-02-18: Gift of 125,094 shares to Morrissey Family Trust (code G).
- Net shares received from the option exercise: 125,094 shares (per filing footnote).
- Notable footnotes:
- F1: 1,454,115 shares will be issued upon vesting of certain RSUs/PSUs (One-Time Award PSUs).
- F2: The option exercise was a “net exercise” where 369,606 shares were withheld to cover exercise price and taxes; 125,094 shares were delivered to Morrissey.
- F3: 120,390 shares were withheld to satisfy taxes on vested performance-based RSUs (award certified Jan 16, 2025).
- F4/F6: Gifts were made to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994 (as amended).
- F8: The option (494,700 shares) became fully exercisable on March 4, 2025.
- Filing: Form 4 was filed Feb 18, 2026 and covers transactions dated Feb 13–18, 2026.
Context
- Options and tax-withholding: This was a cashless/net option exercise — the company withheld shares to pay the exercise price and tax withholding rather than requiring a cash payment. Net exercise means Morrissey did not sell shares on the open market as part of the exercise.
- Gifts: Transfers to family trusts are reported as gifts (code G) and typically reflect estate/household planning rather than a market view of the stock.
- Vesting/awards: The filing shows additional unvested RSUs/PSUs and vested awards subject to tax withholding; these non-open-market transactions are often administrative and not a direct buy/sell signal.
Insider Transaction Report
Form 4
EXELIXIS, INC.EXEL
MORRISSEY MICHAEL
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-13$21.31/sh+494,700$10,542,057→ 2,319,941 total - Tax Payment
Common Stock
[F2][F1]2026-02-13$43.92/sh−369,606$16,233,096→ 1,950,335 total - Tax Payment
Common Stock
[F3][F1]2026-02-15$43.92/sh−120,390$5,287,529→ 1,829,945 total - Gift
Common Stock
[F4][F1]2026-02-17−250,736→ 1,579,209 total - Gift
Common Stock
[F4][F5]2026-02-17+250,736→ 1,965,140 total(indirect: By Trust) - Gift
Common Stock
[F6][F1]2026-02-18−125,094→ 1,454,115 total - Gift
Common Stock
[F6][F5]2026-02-18+125,094→ 2,090,234 total(indirect: By Trust) - Exercise/Conversion
Option (right to buy)
[F8]2026-02-13−494,700→ 0 totalExercise: $21.31From: 2022-03-04Exp: 2028-03-03→ Common Stock (494,700 underlying)
Holdings
- 17,728(indirect: By 401(k))
Common Stock
[F7]
Footnotes (8)
- [F1]Includes 1,454,115 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.
- [F2]Represents a "net exercise" of an outstanding stock option to purchase 494,700 shares, and pursuant to which the Reporting Person received 125,094 shares of Common Stock. The Issuer withheld 369,606 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using the closing stock price on January 13, 2026 of $43.92.
- [F3]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.
- [F4]On February 17, 2026, the Reporting Person gifted 250,736 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended.
- [F5]Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.
- [F6]On February 18, 2026, the Reporting Person gifted 125,094 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended.
- [F7]Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 13, 2026.
- [F8]The option, representing the right to purchase a total of 494,700 shares of Common Stock, became fully exercisable on March 4, 2025.
Signature
/s/ Nina Ayer, Attorney in Fact|2026-02-18