Arvinas (ARVN) CEO reports 4,403-share tax withholding stock sale

Rhea-AI Filing Summary

ARVINAS, INC. President and CEO Randy Teel reported an automatic sale of 4,403 shares of common stock on February 13, 2026 at $11.89 per share. According to the filing, the issuer executed this sale solely to cover tax withholding obligations tied to the vesting and settlement of 25% of his restricted stock units granted on February 13, 2026, and it was not a discretionary trade. Following this transaction, Teel beneficially owned 154,482 shares of Arvinas common stock directly.

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

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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)
02/13/2026

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	02/13/2026		S		4,403(1)	D	$11.89	154,482	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 25% of the reporting person's restricted stock units (RSUs) granted on February 13, 2026. The sale does not represent a discretionary trade.

Remarks:

	/s/ Jared Freedberg, as attorney-in-fact for Randy Teel	02/18/2026
	** 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).
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FAQ

What insider transaction did ARVINAS (ARVN) report for CEO Randy Teel?

ARVINAS reported that President and CEO Randy Teel had 4,403 shares of common stock sold on February 13, 2026 at $11.89 per share. The sale was related to tax withholding on vesting restricted stock units, rather than a discretionary share sale.

Was the ARVINAS (ARVN) CEO’s February 13, 2026 stock sale discretionary?

No, the filing states the sale did not represent a discretionary trade by the CEO. The issuer automatically sold 4,403 shares to cover tax withholding obligations associated with the vesting and settlement of a portion of his restricted stock units.

How many ARVINAS (ARVN) shares were sold and at what price?

A total of 4,403 shares of ARVINAS common stock were sold at a price of $11.89 per share. The transaction was executed to satisfy tax withholding obligations linked to vesting restricted stock units granted to President and CEO Randy Teel.

Why did ARVINAS (ARVN) sell shares related to CEO Randy Teel’s RSUs?

Shares were sold automatically by ARVINAS to cover tax withholding obligations when 25% of Randy Teel’s restricted stock units, granted on February 13, 2026, vested and settled. This mechanism allows taxes to be paid without the executive initiating a separate cash transaction.

How many ARVINAS (ARVN) shares does CEO Randy Teel hold after the tax-related sale?

After the tax-related sale of 4,403 shares, Randy Teel beneficially owned 154,482 shares of ARVINAS common stock directly. This figure reflects his remaining holdings following the automatic sale executed to satisfy withholding taxes on vesting restricted stock units.

What type of security and transaction code were disclosed for ARVINAS (ARVN)?

The filing reports a transaction in ARVINAS common stock with transaction code “S,” described as a sale in an open market or private transaction. A footnote clarifies the sale was automatic and for tax withholding, not a discretionary trade by the executive.