Cowan Elvia 4

What Happened

• Elvia Cowan, SVP, Finance & CAO of Vaxcyte, exercised options and sold shares. On March 11, 2026, Cowan exercised 2,500 option-derived shares (exercise price $25.92, total exercise cost $64,800) and immediately sold 2,500 common shares in an open-market transaction at $58.59 each, generating $146,482 in proceeds. Separately, on March 9, 2026, Cowan surrendered 495 shares to Vaxcyte to satisfy tax withholding obligations related to vested RSUs (value reported $29,363).

Key Details

• Transaction dates/prices:
  • 2026-03-09: 495 shares surrendered to issuer for tax withholding at $59.32 ($29,363) (footnote F1).
  • 2026-03-11: Exercised 2,500 shares at $25.92 (acquired) — cost $64,800 (code M).
  • 2026-03-11: Sold 2,500 shares in open market at $58.59 — proceeds $146,482 (code S).
  • 2026-03-11: Filing also reports a 2,500-share derivative conversion/exercise item at $0.00 (code M) — see filing for specifics.
• Sales were executed pursuant to a Rule 10b5-1 trading plan adopted Dec 8, 2025 (footnote F2).
• The 495-share surrender was to cover tax withholding on vested RSUs; no other shares subject to the company’s Jan 29, 2026 lock‑up were sold (footnote F1).
• Vesting schedule referenced: option vesting began July 1, 2023 (1/4) then 1/48 monthly (footnote F3).
• Shares owned after the transactions are not specified in the Form 4 filing.
• Form was filed on Mar 11, 2026 (no late‑filing indicator in the report).

Context

• Because Cowan exercised options and sold the same number of shares the same day, this is effectively a cashless exercise (exercise followed by immediate sale). The open‑market sale was carried out under a pre-existing 10b5-1 plan, which generally schedules trades in advance and is considered routine. The small surrender of shares on March 9 was solely to cover tax withholding on vested awards and does not by itself indicate a change in sentiment.