Codexis (CDXS) Chief Scientific Officer sells shares to cover RSU tax

Rhea-AI Filing Summary

Codexis, Inc. Chief Scientific Officer Stefan Lutz reported a small share sale tied to tax withholding. On February 6, 2026, he sold 2,492 shares of common stock at $1.3071 per share, solely to cover tax or other government withholding obligations from vesting restricted stock units.

After this transaction, Lutz beneficially owned 136,283 shares of Codexis common stock, which includes 35,799 restricted stock units. The filing shows he holds the shares 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^*

Lutz Stefan

(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)
	Chief Scientific Officer

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)		2,492	D	$1.3071	136,283(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 35,799 restricted stock units.

	/s/ Georgia Erbez, as Attorney-in-Fact for Stefan Lutz	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).
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FAQ

What insider transaction did Codexis (CDXS) report for Stefan Lutz?

Codexis reported that Chief Scientific Officer Stefan Lutz sold 2,492 shares of common stock. The sale on February 6, 2026, was executed at $1.3071 per share to satisfy tax or other government withholding obligations linked to vesting restricted stock units.

Why did Codexis (CDXS) executive Stefan Lutz sell 2,492 shares?

The 2,492 Codexis shares were sold solely to cover tax and other government withholding obligations. These obligations arose from the vesting of restricted stock units, meaning the transaction was an automatic tax-related sale rather than a discretionary open-market divestment.

How many Codexis (CDXS) shares does Stefan Lutz own after the reported sale?

After the February 6, 2026 transaction, Stefan Lutz beneficially owned 136,283 Codexis common shares. This total includes 35,799 restricted stock units, which are share-based awards that typically convert into common stock as they vest over time.

What was the sale price for the Codexis (CDXS) shares sold by Stefan Lutz?

The 2,492 Codexis shares sold by Chief Scientific Officer Stefan Lutz were transacted at a price of $1.3071 per share. This specific price is disclosed in the Form 4 and reflects the execution price for the tax-withholding related sale.

Is the Codexis (CDXS) insider sale by Stefan Lutz a direct holding transaction?

Yes. The Form 4 indicates the 2,492 Codexis shares sold and the 136,283 shares beneficially owned afterward are held with direct ownership. No trust, partnership, or other indirect holding structure is referenced in the ownership description.

Do Stefan Lutz’s Codexis (CDXS) holdings include restricted stock units (RSUs)?

Yes. The filing states that his beneficial ownership of 136,283 Codexis shares includes 35,799 restricted stock units. RSUs are equity awards that generally convert into common shares as they vest according to the company’s compensation arrangements.