Tax-withholding share sale by Arvinas (ARVN) Chief Accounting Officer detailed

Rhea-AI Filing Summary

Arvinas, Inc. Chief Accounting Officer David K. Loomis reported an automatic sale of common stock to cover taxes tied to restricted stock units. On February 13, he sold 1,016 shares of common stock at an average price of $11.89 per share in an open-market transaction.

The footnotes explain this sale was made by the company to satisfy tax withholding obligations upon vesting and settlement of 25% of RSUs granted on February 13, 2025, and that it was not a discretionary trade. After this sale, Loomis directly owns 30,800 shares, including 119 shares previously purchased under the company’s 2018 Employee Stock Purchase Plan.

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^*

Loomis David K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

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		1,016(1)	D	$11.89	30,800(2)	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, 2025. The sale does not represent a discretionary trade.

2. Includes an aggregate of 119 shares of common stock of the issuer previously purchased under and in accordance with the 2018 Employee Stock Purchase Plan of the issuer in transactions exempt under Rule 16b-3.

Remarks:

	/s/ Jared Freedberg, as attorney-in-fact for David K Loomis	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).
** 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.

FAQ

What insider transaction did Arvinas (ARVN) officer David Loomis report?

David K. Loomis reported an automatic sale of 1,016 Arvinas common shares. The transaction occurred at an average price of $11.89 per share and was executed to cover tax withholding obligations related to vesting restricted stock units granted in February 2025.

Was the recent Arvinas (ARVN) insider sale by David Loomis discretionary?

The sale was not discretionary. Footnotes state the issuer automatically sold 1,016 shares to cover Loomis’s tax withholding obligations from the vesting and settlement of 25% of his RSUs granted on February 13, 2025, rather than a voluntary open-market trade.

How many Arvinas (ARVN) shares does David Loomis hold after the reported Form 4 sale?

After the transaction, David K. Loomis directly owns 30,800 Arvinas common shares. This total includes 119 shares previously acquired through the company’s 2018 Employee Stock Purchase Plan in transactions exempt under Rule 16b-3, as detailed in the Form 4 footnotes.

What price did Arvinas (ARVN) insider David Loomis receive for the sold shares?

The 1,016 Arvinas common shares were sold at an average price of $11.89 per share. The transaction is described as an open-market or private sale, executed automatically to satisfy tax withholding requirements tied to the vesting of Loomis’s restricted stock units.

Why did Arvinas (ARVN) sell shares on behalf of officer David Loomis?

Arvinas sold the shares automatically to satisfy Loomis’s tax withholding obligations. The sale was linked to the vesting and settlement of 25% of restricted stock units granted on February 13, 2025, and the filing clarifies that this did not represent a discretionary trading decision.