Hill Stephen J. 4

4 · Lyell Immunopharma, Inc. · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Lyell (LYEL) COO Stephen Hill Receives Award, Sells 109 Shares

What Happened

Stephen J. Hill, COO of Lyell Immunopharma (LYEL), received equity awards and had a small automatic sale. On Feb 9, 2026 he was issued 4,000 shares (performance-based RSUs) and on Feb 10, 2026 he was granted an award covering 65,000 derivative shares (option/award with a vesting schedule). Also on Feb 10, 2026 he disposed of 109 shares in an open market sale at $23.12 per share, generating about $2,520 — the sale was to cover tax withholding from vested RSUs.

Key Details

Transaction dates/prices:
- Feb 9, 2026: 4,000 shares issued at $0.00 (performance-based RSUs; F1).
- Feb 10, 2026: 65,000-share award granted at $0.00 (derivative award/options; F4).
- Feb 10, 2026: 109 shares sold at $23.12 for ~$2,520 (automatic sale to cover taxes; F3).
Shares owned after transaction: Not specified in the provided filing excerpt.
Notable footnotes:
- F1: 4,000 shares issued upon achievement of performance criteria certified by the compensation committee.
- F3: 109 shares were automatically sold to cover tax withholding from settlement of vested RSUs.
- F4: The 65,000-share award is subject to a vesting schedule (12.5% vests six months after Feb 9, 2026, then 1/48th monthly thereafter, subject to continued service).
- F2 notes 390 shares were acquired previously (11/18/2025) under the company ESPP.
Filing timeliness: Form 4 was filed Feb 11, 2026 for transactions on Feb 9–10, 2026 — within the typical two-business-day reporting window (not marked late).

Context

The 4,000-share issuance is a performance-based RSU payout (not a market purchase). The 65,000-item is a derivative grant (option/award) with a multi-period vesting schedule; it was granted at $0.00 and does not represent an immediate open-market purchase. The 109-share sale was an automatic, tax-withholding sale tied to vesting and is commonly seen in equity compensation settlements rather than a discretionary sell signal.

Form 4

Period: 2026-02-09

Chief Operating Officer

Transactions

Award
Common Stock
[F1][F2]
2026-02-09+4,000→ 19,140 total
Sale
Common Stock
[F3]
2026-02-10$23.12/sh−109$2,520→ 19,031 total
Award
Option (right to buy)
[F4]
2026-02-10+65,000→ 65,000 total
Exercise: $23.71Exp: 2036-02-09→ Common Stock (65,000 underlying)

Footnotes (4)

[F1]Pursuant to performance-based restricted stock units granted to the reporting person on February 9, 2024, 4,000 shares were issued on the Transaction Date upon the achievement of certain performance criteria certified by the compensation committee of the Issuer's board of directors on the Transaction Date.
[F2]Includes 390 shares acquired on November 18, 2025 under the Issuer's 2021 Employee Stock Purchase Plan.
[F3]Shares automatically sold to cover tax withholding obligation from settlement of vested restricted stock units.
[F4]Twelve and one-half percent (12.5%) of the total number of shares of Common Stock subject to the option will be vested and exercisable on the date that is six (6) months after February 9, 2026 (the "Vesting Commencement Date") and thereafter, an additional one fortyeighth (1/48th) of the shares will become vested and exercisable monthly on the same day as the Vesting Commencement Date (or, if there is no such corresponding day for a given month, on the last day of such month), until the option has become vested and exercisable with respect to one hundred percent (100%) of the shares, subject to the Reporting Person providing service to the Issuer through each applicable vesting date.

Signature

/s/ Mark Meltz, Attorney-in-Fact|2026-02-11

1 file