[8-K] EXELIXIS, INC. Reports Material Event

Rhea-AI Filing Summary

Exelixis (EXEL) announced a leadership transition in its legal team. Executive Vice President and General Counsel Jeffrey Hessekiel, J.D., notified the company of his intention to resign effective in November 2025 and will cease serving as General Counsel on November 7, 2025. The company stated his decision was not due to any disagreement.

Brenda Hefti, J.D., Ph.D., currently Senior Vice President, IP & Licensing, will be promoted to General Counsel effective November 7, 2025, reporting to President and CEO Michael Morrissey, Ph.D. Dr. Hefti joined Exelixis in 2013, became Head of IP in 2014, and has served as SVP, IP & Licensing since 2020.

Insights

Corporate governance analyst

Orderly GC handoff with internal successor; neutral impact.

Exelixis disclosed that EVP and General Counsel Jeffrey Hessekiel plans to resign in November 2025 and will stop serving as GC on November 7, 2025. The company states the decision was not due to any disagreement, which typically indicates no governance dispute triggering the change.

An internal successor, Brenda Hefti, J.D., Ph.D., is appointed GC effective November 7, 2025, reporting to CEO Michael Morrissey. Her tenure since 2013 and leadership of IP since 2014 suggest continuity in legal and IP strategy. Actual impact depends on execution of responsibilities under her expanded role.

November 4, 20250000939767false00009397672025-11-042025-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2025

EXELIXIS, INC.

(Exact name of registrant as specified in its charter)

Delaware			000-30235			04-3257395
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1851 Harbor Bay Parkway

Alameda, California 94502

(Address of principal executive offices) (Zip Code)

(650) 837-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock $0.001 Par Value per Share			EXEL			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2025, Jeffrey Hessekiel, J.D., Executive Vice President and General Counsel of Exelixis, Inc. (the Company) notified the Company of his intention to resign from the Company, effective in November 2025, and he will cease serving in his role as General Counsel effective as of November 7, 2025. Mr. Hessekiel’s decision was not the result of any disagreement with the Company.

Item 8.01. Other Events.

Brenda Hefti, J.D., Ph.D., the Company’s Senior Vice President, Intellectual Property (IP) & Licensing, will be promoted to General Counsel effective November 7, 2025, reporting to Michael Morrissey, Ph.D., the Company’s President and Chief Executive Officer. Dr. Hefti joined the Company in 2013 as corporate counsel, was promoted to the Head of IP in 2014 and has served as Senior Vice President, IP & Licensing since 2020.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									EXELIXIS, INC.
November 7, 2025									/s/ Christopher J. Senner
Date									Christopher J. Senner
									Executive Vice President and Chief Financial Officer

FAQ

What did Exelixis (EXEL) disclose in this 8-K?

Exelixis reported the planned resignation of EVP & General Counsel Jeffrey Hessekiel and the promotion of Brenda Hefti to General Counsel.

When will Jeffrey Hessekiel step down as General Counsel at EXEL?

He will cease serving as General Counsel effective November 7, 2025 and intends to resign in November 2025.

Did Exelixis indicate any disagreement related to the resignation?

The company stated that Mr. Hessekiel’s decision was not the result of any disagreement with the company.

Who will be the new General Counsel of Exelixis and when is it effective?

Brenda Hefti, J.D., Ph.D., will become General Counsel effective November 7, 2025.

To whom will the new General Counsel report at EXEL?

Brenda Hefti will report to Michael Morrissey, Ph.D., the company’s President and Chief Executive Officer.

What is Brenda Hefti’s background at Exelixis?

She joined in 2013, became Head of IP in 2014, and has served as Senior Vice President, IP & Licensing since 2020.