Hill Stephen J. 4

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.