Exelixis (EXEL) CEO exercises options, withholds and gifts large share blocks

Rhea-AI Filing Summary

EXELIXIS, INC. President and CEO Michael Morrissey reported multiple equity transactions in company common stock. He exercised an option for 494,700 shares on February 13, 2026 at a stated exercise price of $21.31 per share, increasing his direct holdings.

To cover the option exercise price and related taxes, 369,606 shares were withheld at $43.92 per share, and a further 120,390 shares were withheld on February 15, 2026 to satisfy tax liabilities after performance-based restricted stock units vested. Morrissey also made bona fide gifts totaling 501,472 shares over February 17–18, 2026, transferring shares to the Morrissey Family Trust, which holds shares as trustees.

A footnote states that 1,454,115 shares of common stock will be issued upon vesting of previously granted RSUs and performance stock units, each representing the right to receive one share of common stock.

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^*

MORRISSEY MICHAEL

(Last) (First) (Middle)

C/O EXELIXIS, INC.

1851 HARBOR BAY PARKWAY

(Street)

ALAMEDA CA 94502

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EXELIXIS, INC. [ EXEL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		494,700	A	$21.31	2,319,941(1)	D
Common Stock	02/13/2026		F		369,606(2)	D	$43.92	1,950,335(1)	D
Common Stock	02/15/2026		F		120,390(3)	D	$43.92	1,829,945(1)	D
Common Stock	02/17/2026		G(4)		250,736	D	$0	1,579,209(1)	D
Common Stock	02/17/2026		G(4)		250,736	A	$0	1,965,140(5)	I	By Trust
Common Stock	02/18/2026		G(6)		125,094	D	$0	1,454,115(1)	D
Common Stock	02/18/2026		G(6)		125,094	A	$0	2,090,234(5)	I	By Trust
Common Stock								17,728(7)	I	By 401(k)

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
Option (right to buy)	$21.31	02/13/2026		M			494,700	03/04/2022(8)	03/03/2028	Common Stock	494,700	$0	0	D

Explanation of Responses:

1. Includes 1,454,115 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units ("RSUs") and PSUs granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs"). Each RSU is the economic equivalent of one share of Common Stock and each One-Time Award PSU represents a contingent right to receive one share of Common Stock.

2. Represents a "net exercise" of an outstanding stock option to purchase 494,700 shares, and pursuant to which the Reporting Person received 125,094 shares of Common Stock. The Issuer withheld 369,606 shares of Common Stock underlying the stock option for payment of the exercise price and tax withholding using the closing stock price on January 13, 2026 of $43.92.

3. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of performance-based restricted stock units awarded on March 4, 2022, for which the Compensation Committee certified that Exelixis, Inc. had achieved certain performance criteria on January 16, 2025.

4. On February 17, 2026, the Reporting Person gifted 250,736 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended.

5. Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

6. On February 18, 2026, the Reporting Person gifted 125,094 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Trust dated July 21, 1994, as amended.

7. Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 13, 2026.

8. The option, representing the right to purchase a total of 494,700 shares of Common Stock, became fully exercisable on March 4, 2025.

Remarks:

	/s/ Nina Ayer, Attorney in Fact	02/18/2026
	** 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 insider transactions did EXEL (Exelixis) report for Michael Morrissey?

Michael Morrissey reported option exercises, tax-share withholdings, and gifts of Exelixis common stock. He exercised options for 494,700 shares, had shares withheld for taxes, and gifted 501,472 shares to a family trust over several days in February 2026.

How many Exelixis (EXEL) shares did the CEO acquire through option exercise?

The CEO exercised an option covering 494,700 Exelixis shares on February 13, 2026 at an exercise price of $21.31 per share. This option had become fully exercisable on March 4, 2025, according to the disclosure footnotes.

How many Exelixis (EXEL) shares were withheld for taxes in this Form 4?

The filing shows Exelixis withheld 369,606 shares on February 13, 2026 at $43.92 per share and 120,390 shares on February 15, 2026. These withholdings covered the option exercise price and tax liabilities tied to vested performance-based restricted stock units.

What gifts of Exelixis (EXEL) stock did Michael Morrissey make to the family trust?

On February 17, 2026, Michael Morrissey gifted 250,736 shares of Exelixis common stock to the Morrissey Family Trust, and on February 18, 2026 he gifted another 125,094 shares. These transfers were reported as bona fide gifts held by the trust’s trustees.

What future Exelixis (EXEL) share issuances are tied to Morrissey’s RSUs and PSUs?

A footnote states Morrissey has 1,454,115 shares of Exelixis common stock that will be issued upon vesting of RSUs and performance stock units granted on March 31, 2025. Each RSU and PSU represents the right to receive one share of common stock at vesting.

How are Michael Morrissey’s indirect Exelixis (EXEL) holdings structured?

Some Exelixis shares are held indirectly for Michael Morrissey. The filing notes holdings by the Morrissey Family Living Trust and shares under the Exelixis 401(k) Plan, based on a plan statement dated February 13, 2026, reflecting retirement-plan and trust ownership structures.