Smith Julie 4

What Happened

• Julie Smith, a director of Exelixis, exercised stock options to acquire a total of 106,539 shares (42,422 + 44,087 + 20,030) and sold those same shares in open-market transactions.
• Proceeds from the sales totaled about $4,687,346. The aggregate cash paid to exercise the options was about $2,060,954, so gross proceeds minus exercise cost was roughly $2,626,392 (before taxes/fees).
• Transaction codes: M = option exercise (acquired shares); S = open-market sale (disposed shares). Several entries also show derivative dispositions recorded at $0.00 reflecting the conversion/surrender of derivative instruments on exercise.

Key Details

• Dates: Feb 17–18, 2026.
  • 02/17: Exercised 42,422 shares at $18.19 (cost $771,656) and sold those shares at $43.33 (proceeds $1,838,145).
  • 02/18: Exercised 44,087 shares at $19.39 (cost $854,847) and sold those shares at $44.50 (proceeds $1,961,872).
  • 02/18: Exercised 20,030 shares at $21.69 (cost $434,451) and sold those shares at $44.30 (proceeds $887,329).
• Total acquired by exercise: 106,539 shares. Total sold: 106,539 shares. Net change in immediately held common shares from these transactions: effectively zero.
• Footnotes of note:
  • F1: Reporting person has 9,812 RSUs that will be issued upon vesting (each equals one share).
  • F2: Sales occurred in multiple transactions; reporting person will provide per‑price breakdown on request.
  • F3–F5: The options exercised became fully exercisable on 5/26/2022, 6/1/2023 and 5/31/2024 respectively.
• Filing was submitted Feb 19, 2026 for transactions on Feb 17–18, 2026 — appears timely (Form 4s are generally due within two business days).

Context

• This pattern (exercise followed by immediate open‑market sale) is a common cashless exercise / sell-to-cover approach used by insiders to realize gains and/or cover option exercise costs and taxes. It does not, by itself, indicate a change in long-term sentiment.
• The reporting shows the options were fully vested/ exercisable prior to these transactions (per footnotes). The RSUs noted remain subject to vesting and are separate from the exercised options.