MORRISSEY MICHAEL 4

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.