Haley Patrick J. 4

What Happened
Haley Patrick J., Executive Vice President, Commercial at Exelixis, reported dispositions tied to vesting and open-market sales. On 2026-02-15, 31,483 shares were withheld by Exelixis to satisfy taxes on performance-based RSUs (31,483 @ $43.92, $1,382,733). On 2026-02-17, the reporting person sold shares in the open market: 3,036 shares at a weighted average price of $43.84 ($133,098) and 64,778 shares at a weighted average price of $43.50 ($2,817,843). Total open-market proceeds were about $2,950,941; total shares disposed including withholding were 99,297 for combined value ≈ $4.33M. These transactions are sales/withholding (not purchases).

Key Details

• Transaction types: F = tax withholding for vested PSUs/RSUs; S = open market sales.
• Dates & prices:
  • 2026-02-15: 31,483 shares withheld @ $43.92 (F) — $1,382,733 (tax withholding tied to PSU vesting certified 1/16/2025 for awards from 3/4/2022).
  • 2026-02-17: 3,036 shares sold @ weighted $43.84 (range $43.80–$43.84) — $133,098 (F3).
  • 2026-02-17: 64,778 shares sold @ weighted $43.50 (range $43.50–$43.64) — $2,817,843 (F4).
• Shares owned after the transactions are not explicitly listed in the excerpt provided. The filing notes 381,908 shares will be issuable upon vesting of RSUs/PSUs from the March 31, 2025 “One-Time Award” (F2).
• Footnotes: F1 explains shares withheld to cover taxes on performance-based RSUs; F3/F4 note weighted-average sale prices and price ranges and offer to provide per-trade breakdown on request.

Context
Tax-withholding via share retention is a common, administrative disposition to satisfy tax liabilities upon vesting and does not signal a separate open-market sale decision. The open-market transactions on 2/17 were sales by an executive and generated cash proceeds; such sales are routine insider activity and should be viewed as dispositions (not purchases). The filing was submitted on 2026-02-18 reporting the above transactions; no late-filing indication is provided in the information shown.