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  4. [Form 4] ARVINAS, INC. Insider Trading Activity

Arvinas (ARVN) CEO auto-sells shares to cover RSU taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Arvinas, Inc. President and CEO Randy Teel reported two open-market sales of common stock linked to equity award vesting. On February 23, 2026, he sold 1,038 shares and 3,748 shares at $12.16 per share, totaling 4,786 shares.

According to the footnotes, both sales were made automatically by the company to cover tax withholding obligations upon vesting and settlement of restricted stock units granted on February 22, 2023 and February 23, 2024, and do not represent discretionary trades.

Positive

  • None.

Negative

  • None.
Insider Teel Randy
Role President and CEO
Sold 4,786 shs ($58K)
Type Security Shares Price Value
Sale Common Stock 1,038 $12.16 $13K
Sale Common Stock 3,748 $12.16 $46K
Holdings After Transaction: Common Stock — 153,444 shares (Direct)
Footnotes (1)
  1. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-quarter of the reporting person's restricted stock units (RSUs) granted on February 22, 2023. The sale does not represent a discretionary trade. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-half of the reporting person's restricted stock units (RSUs) granted on February 23, 2024. The sale does not represent a discretionary trade.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Teel Randy
(Last) (First) (Middle)
C/O ARVINAS, INC.
5 SCIENCE PARK, 395 WINCHESTER AVE.
(Street)
NEW HAVEN CT 06511
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARVINAS, INC. [ ARVN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/23/2026 S 1,038(1) D $12.16 153,444 D
Common Stock 02/23/2026 S 3,748(2) D $12.16 149,696 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-quarter of the reporting person's restricted stock units (RSUs) granted on February 22, 2023. The sale does not represent a discretionary trade.
2. This sale was made automatically by the Issuer to cover tax withholding obligations in connection with the vesting and settlement of one-half of the reporting person's restricted stock units (RSUs) granted on February 23, 2024. The sale does not represent a discretionary trade.
Remarks:
/s/ Jared Freedberg, as attorney-in-fact for Randy Teel 02/25/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Arvinas (ARVN) CEO Randy Teel report in this Form 4?

Randy Teel reported two sales of Arvinas common stock totaling 4,786 shares on February 23, 2026. The transactions were linked to restricted stock unit vesting and were executed at $12.16 per share to satisfy related tax obligations.

Were Randy Teel’s ARVN stock sales discretionary trades?

No. Footnotes state both sales were made automatically by Arvinas to cover tax withholding from RSU vesting. The filing explicitly notes that each sale does not represent a discretionary trade by Randy Teel in the open market.

How many Arvinas (ARVN) shares did the CEO sell and at what price?

Randy Teel sold 4,786 shares of Arvinas common stock on February 23, 2026. The reported transactions occurred at a price of $12.16 per share, in two blocks of 1,038 and 3,748 shares, respectively.

Why did the Arvinas CEO’s RSUs trigger stock sales?

The RSU vesting created tax withholding obligations. The company automatically sold shares on Randy Teel’s behalf to satisfy these obligations, tied to RSUs granted on February 22, 2023 and February 23, 2024, rather than through elective selling.

How many Arvinas (ARVN) shares does Randy Teel hold after these sales?

The filing shows updated share totals after each transaction, with reported holdings of 153,444 shares following the first sale and 149,696 shares following the second. These figures reflect his direct ownership of Arvinas common stock after the tax-related sales.

What do the Form 4 footnotes say about these Arvinas stock sales?

The footnotes explain each sale was made automatically by the issuer to cover tax withholding from vesting and settlement of specific RSU grants. They further state that each transaction does not represent a discretionary trade by the reporting person.