Codexis (CDXS) CFO Georgia Erbez sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Codexis, Inc. insider Georgia Erbez, the company’s Chief Financial Officer and Chief Business Officer, reported a sale of common stock tied to equity compensation. On February 6, 2026, Erbez sold 3,826 shares of Codexis common stock at $1.3071 per share, solely to cover tax or other government withholding obligations arising from the vesting of restricted stock units.

Following this transaction, Erbez beneficially owned 66,810 shares of Codexis common stock, which includes 24,374 restricted stock units. The filing indicates the holdings are owned directly rather than through an intermediary entity.

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^*

Erbez Georgia

(Last) (First) (Middle)

C/O CODEXIS, INC.

200 PENOBSCOT DRIVE

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CODEXIS, INC. [ CDXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		S(1)		3,826	D	$1.3071	66,810(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. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer.

2. Includes 24,374 restricted stock units.

Remarks:

Chief Financial Officer and Chief Business Officer

	/s/ Georgia Erbez	02/09/2026
	** 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 Codexis (CDXS) report for Georgia Erbez?

Codexis reported that Georgia Erbez sold 3,826 shares of common stock. The sale occurred on February 6, 2026, and was made solely to satisfy tax or other government withholding obligations associated with vesting restricted stock units.

At what price were Georgia Erbez’s Codexis (CDXS) shares sold?

Georgia Erbez’s 3,826 Codexis shares were sold at $1.3071 per share. This transaction was connected to the vesting of restricted stock units and done to cover required tax or government withholding obligations rather than a discretionary open-market sale.

How many Codexis (CDXS) shares does Georgia Erbez own after the reported sale?

After the reported sale, Georgia Erbez beneficially owns 66,810 Codexis common shares. This total includes 24,374 restricted stock units, reflecting both vested and unvested equity awards that remain part of her overall reported beneficial ownership position.

What role does Georgia Erbez hold at Codexis (CDXS) in this Form 4 filing?

In this Form 4, Georgia Erbez is identified as an officer of Codexis, serving as Chief Financial Officer and Chief Business Officer. Her reported transaction involves company equity received through compensation, specifically restricted stock units that recently vested.

Why were Georgia Erbez’s Codexis (CDXS) shares sold according to the Form 4 footnotes?

The footnotes explain that the shares were sold solely to satisfy tax or other government withholding obligations. These obligations arose in connection with the vesting of Codexis restricted stock units granted to Georgia Erbez as part of her equity compensation.

Does Georgia Erbez’s Codexis (CDXS) Form 4 involve any derivative securities?

The Form 4’s detailed table for derivative securities shows no new derivative transactions. However, a footnote clarifies that her beneficial holdings include 24,374 restricted stock units, which represent equity awards that convert into Codexis common shares upon vesting.