Duke William E. 4
4 · Invivyd, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Invivyd (IVVD) CFO William E. Duke Sells Shares to Cover Taxes
What Happened
William E. Duke, CFO of Invivyd, reported that 99,000 restricted stock units (RSUs) converted to common shares on Feb 15, 2026 (reported as an exercise/conversion of a derivative). Following the conversion, he sold shares in non‑discretionary sell‑to‑cover transactions under a Rule 10b5‑1 plan: 19,663 shares on Feb 17 at a weighted average price of $1.54 (proceeds $30,273) and 20,964 shares on Feb 18 at a weighted average price of $1.58 (proceeds $33,077). Total reported proceeds from the open‑market sales were about $63,350. The filing also reports a derivative disposition of 99,000 shares at $0.00 related to the RSU settlement/withholding.
Key Details
- Transaction dates and prices:
- Feb 15, 2026: 99,000 RSUs converted to shares (derivative conversion; reported at $0.00)
- Feb 17, 2026: Sold 19,663 shares @ weighted avg $1.54 (range $1.505–$1.590) — $30,273
- Feb 18, 2026: Sold 20,964 shares @ weighted avg $1.58 (range $1.550–$1.595) — $33,077
- Proceeds from open‑market sales: approximately $63,350.
- Shares owned after the transactions: not specified in the Form 4 provided.
- Notable footnotes:
- F1/F5: These were RSUs that convert 1:1 to common stock; the award vests over 18 months (one‑third every six months from Feb 15, 2025).
- F2: Sales were non‑discretionary sell‑to‑cover transactions to satisfy tax withholding under a 10b5‑1 plan adopted Feb 20, 2025.
- F3/F4: Reported prices are weighted averages; sales occurred across the price ranges noted in those footnotes.
- Filing: Form 4 filed Feb 18, 2026 reporting the Feb 15–18 transactions; the filing shows no claim of lateness.
Context
RSU conversions and immediate sell‑to‑cover sales to satisfy tax obligations are common executive transactions and typically reflect standard payroll tax withholding rather than a discretionary decision about the company’s stock. The derivative entries reflect RSU settlement (not an options purchase). These sales do not necessarily signal the CFO’s view on the company’s prospects.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-02-15+99,000→ 148,344 total - Sale
Common Stock
[F2][F3]2026-02-17$1.54/sh−19,663$30,273→ 128,681 total - Sale
Common Stock
[F2][F4]2026-02-18$1.58/sh−20,964$33,077→ 107,717 total - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-02-15−99,000→ 102,000 total→ Common Stock (99,000 underlying)
Footnotes (5)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Invivyd, Inc. (the "Company").
- [F2]The sales reported on this Form 4 represent shares sold to satisfy the Reporting Person's tax withholding obligations upon vesting of an RSU award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 20, 2025.
- [F3]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.505 to $1.590, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.
- [F4]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.550 to $1.595, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.
- [F5]This RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to the Reporting Person's continuous service as of each vesting date.