CytomX (CTMX) awards RSUs, stock options and PSUs to Chief Business Officer

Rhea-AI Filing Summary

CytomX Therapeutics granted equity awards to its Chief Business Officer, Rachael Lester, effective February 2, 2026. The filing shows an award of 20,000 shares of common stock, which the footnotes explain are restricted stock units (RSUs) that convert into one share each as they vest. One-third of these RSUs vest annually on March 15, starting in 2027, as long as she continues as a service provider.

The company also granted a stock option for 50,000 shares at an exercise price of $6.09 per share. This option vests in equal monthly installments over four years from February 2, 2026, becoming fully vested on the fourth anniversary if her service continues. In addition, she received 50,000 Performance Stock Units (PSUs), each representing a right to one share of common stock. One-third of the PSUs vest upon the achievement of each of three clinical milestones, again conditioned on continued service.

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^*

Lester Rachael

(Last) (First) (Middle)

C/O CYTOMX THERAPEUTICS, INC.

151 OYSTER POINT BLVD., SUITE 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)

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

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		20,000(1)	A	$0	20,000(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)	$6.09	02/02/2026		A		50,000		(3)	02/01/2036	Common Stock	50,000	$0	50,000	D
Performance Stock Units (PSUs)	(4)	02/02/2026		A		50,000		(4)	(4)	Common Stock	50,000	$0	50,000	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 20,000 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. Each Performance Stock Unit ("PSU") represents a contingent right to receive one (1) share of Common Stock upon vesting. 1/3 of the PSUs vest upon the achievement of each of three clinical milestones, subject to the Reporting Person continuing as a service provider through each such date.

	/s/ Christopher Ogden, as Attorney-in-Fact for Rachael Lester	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did CytomX (CTMX) grant to its Chief Business Officer?

CytomX granted its Chief Business Officer 20,000 restricted stock units, 50,000 stock options, and 50,000 Performance Stock Units. Each award converts into common stock over time, subject to vesting schedules tied to service and, for PSUs, specific clinical milestones.

How do the 20,000 RSUs reported for CTMX’s Rachael Lester vest?

The 20,000 RSUs vest in three equal annual installments. One-third vests each March 15, starting March 15, 2027, provided Rachael Lester continues as a service provider through each vesting date, after which each vested RSU converts into one share of common stock.

What are the terms of the 50,000 stock options granted by CytomX (CTMX)?

The 50,000 stock options have an exercise price of $6.09 per share and vest monthly. One-forty-eighth of the option vests on each monthly anniversary of February 2, 2026, so all options become fully vested and exercisable on the fourth anniversary, subject to continued service.

How do the 50,000 Performance Stock Units (PSUs) for CTMX vest?

Each of the 50,000 PSUs represents a contingent right to one share of common stock. One-third of the PSUs vest upon achievement of each of three clinical milestones, with vesting in each tranche also requiring Rachael Lester’s continued service through the applicable milestone date.

Is the reported CTMX Form 4 transaction a purchase or a grant of securities?

The Form 4 reflects equity grants at no cash cost to the reporting person. It shows awards of RSUs, stock options, and PSUs, all coded as acquisitions, which vest over time or upon clinical milestones rather than being open-market purchases of CytomX common stock.

What ongoing service conditions apply to the CTMX equity awards reported?

All three award types—RSUs, stock options, and PSUs—require continued service. RSUs vest annually starting March 2027, options vest monthly over four years, and PSUs vest upon three clinical milestones, each contingent on Rachael Lester remaining a service provider through those dates.