Codexis (CDXS) CSO covers taxes with share sale and gains 316,100 options

Rhea-AI Filing Summary

CODEXIS, INC. Chief Scientific Officer Stefan Lutz reported two transactions involving company securities. On February 24, 2026, he sold 5,862 shares of common stock at $1.1329 per share to satisfy tax and other withholding obligations related to vesting Restricted Stock Units, leaving him with 130,421 common shares, which include 23,299 RSUs. On February 23, 2026, he also received a grant of 316,100 stock options with an exercise price of $0.00, vesting 25% on the first anniversary of the grant date and the remaining shares in equal monthly installments over the following three years, subject to his continued employment.

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

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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)
02/23/2026

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	02/24/2026		S(1)		5,862	D	$1.1329	130,421(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
Stock Option (Right to Buy)	$1.07	02/23/2026		A		316,100		(3)	02/23/2036	Common Stock	316,100	$0	316,100	D

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 23,299 RSUs.

3. This option vests and becomes exercisable with respect to 25% of the shares subject thereto on the first anniversary of the grant date, and with respect to 1/48th of the original number of shares subject thereto on each monthly anniversary thereafter, subject to the Reporting Person's continued employment through the applicable vesting dates.

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

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

Codexis reported that Chief Scientific Officer Stefan Lutz sold 5,862 common shares and received a grant of 316,100 stock options. The sale and grant occurred on consecutive days and affected both his share holdings and derivative equity position.

Why did Codexis (CDXS) executive Stefan Lutz sell 5,862 shares?

The 5,862 shares were sold solely to satisfy tax and other government withholding obligations tied to vesting Restricted Stock Units. This means the transaction was driven by required withholdings rather than a discretionary decision to reduce his economic exposure.

How many Codexis (CDXS) shares does Stefan Lutz hold after these transactions?

After the reported sale, Stefan Lutz directly holds 130,421 shares of Codexis common stock, including 23,299 Restricted Stock Units. This figure reflects his position immediately following the tax-related sale disclosed in the Form 4 filing.

What are the terms of Stefan Lutz’s new Codexis (CDXS) stock option grant?

Lutz received 316,100 stock options with an exercise price of $0.00. Twenty-five percent vest on the first anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the next three years, contingent on continued employment.

Is the Codexis (CDXS) stock sale by Stefan Lutz an open-market sale?

The filing codes the transaction as an open-market or private sale, but the footnote clarifies it was executed solely to cover tax and other withholding obligations arising from RSU vesting, framing it as a tax-related disposition.