CytomX CEO granted stock options and RSUs

CytomX Therapeutics CEO Sean A. McCarthy reported new equity awards.

Rhea-AI Filing Summary

CytomX Therapeutics CEO Sean A. McCarthy reported new equity awards. On February 2, 2026, he was granted stock options for 980,000 shares of Common Stock with a $6.09 exercise price, vesting in equal monthly installments over four years from that date and expiring on February 1, 2036.

He also acquired 210,000 shares of Common Stock at $0 as restricted stock units, which vest in three equal annual installments each March 15, starting March 15, 2027, contingent on continued service. After these grants, he beneficially owns 1,197,891 shares directly, including 698,750 RSUs, plus 93,158 shares held indirectly by the Sean A. McCarthy 2018 Trust, for which he serves as trustee.

Insider Trade Summary

Grant/Award: 1,190,000 shares

Grant/Award 3 txns

Insider McCarthy Sean A.

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	980,000	$0.00	$0.00
Grant/Award	Common Stock	210,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 980,000 contracts (Direct); Common Stock — 1,197,891 shares (Direct); Common Stock — 93,158 shares (Indirect, See footnote)

Footnotes (4)

1. F1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 1/3rd of the RSUs vest annually on March 15 of each year, with the first 1/3rd vesting on March 15, 2027, subject to the Reporting Person continuing as a service provider through each such date.
2. F2. Includes 698,750 RSUs.
3. F3. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2026 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
4. F4. Shares held by Sean A. McCarthy 2018 Trust, of which the Reporting Person is trustee.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did CytomX (CTMX) CEO Sean A. McCarthy receive?

Sean A. McCarthy received stock options for 980,000 shares and 210,000 restricted stock units. The options have a $6.09 exercise price, while the RSUs convert into one share of Common Stock each upon vesting, providing long-term, service-based compensation.

What are the vesting terms of the new CytomX (CTMX) stock options?

The 980,000 stock options vest in 48 equal monthly installments from February 2, 2026. All options are scheduled to be fully vested and exercisable on the fourth anniversary of that date, assuming Sean A. McCarthy continues to provide service to CytomX throughout the vesting period.

How do the CytomX (CTMX) CEO’s RSUs vest over time?

The 210,000 RSUs vest in three equal annual installments on March 15 each year. The first one-third is scheduled to vest on March 15, 2027, with additional vesting conditioned on Sean A. McCarthy’s continued service as a provider to CytomX on each vesting date.

How many CytomX (CTMX) shares does the CEO beneficially own after these transactions?

Following the reported grants, Sean A. McCarthy beneficially owns 1,197,891 shares of Common Stock directly, including 698,750 RSUs. In addition, 93,158 shares are held indirectly by the Sean A. McCarthy 2018 Trust, for which he serves as trustee, increasing his total reported beneficial exposure.

What is the exercise price and expiration date of the new CytomX (CTMX) stock options?

The newly granted stock options have a $6.09 exercise price per share and an expiration date of February 1, 2036. These options only become exercisable as they vest over the four-year schedule tied to Sean A. McCarthy’s continued service with CytomX.

How are the indirectly held CytomX (CTMX) shares owned by the CEO reported?

An additional 93,158 CytomX shares are reported as indirectly owned through the Sean A. McCarthy 2018 Trust. The filing states that Sean A. McCarthy is the trustee of this trust, so these shares are attributed to him as indirect beneficial ownership under the reporting rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/04/2026 - 04:22 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McCarthy Sean A.

(Last) (First) (Middle)

C/O CYTOMX THERAPEUTICS, INC.

151 OYSTER POINT BLVD., STE. 400

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CytomX Therapeutics, Inc. [ CTMX ]

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

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

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

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	02/02/2026		A		210,000(1)	A	$0	1,197,891(2)	D
Common Stock								93,158	I	See footnote(4)

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)	$6.09	02/02/2026		A		980,000		(3)	02/01/2036	Common Stock	980,000	$0	980,000	D

Explanation of Responses:

1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 1/3rd of the RSUs vest annually on March 15 of each year, with the first 1/3rd vesting on March 15, 2027, subject to the Reporting Person continuing as a service provider through each such date.

2. Includes 698,750 RSUs.

3. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2026 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.

4. Shares held by Sean A. McCarthy 2018 Trust, of which the Reporting Person is trustee.

	/s/ Christopher Ogden, as Attorney-in-Fact for Sean A. McCarthy	02/04/2026
	** 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.