Exelixis (EXEL) EVP Patrick Haley sells 67,814 shares, reports tax share withholding

Rhea-AI Filing Summary

Exelixis, Inc. executive Patrick J. Haley, EVP Commercial, reported significant insider share activity. On February 17, 2026, he executed two open-market sales of Exelixis common stock totaling 67,814 shares, with 3,036 shares sold at $43.84 per share and 64,778 shares sold at $43.50 per share.

On February 15, 2026, 31,483 shares were disposed of to cover taxes due upon vesting of performance-based restricted stock units granted on March 4, 2022, after performance criteria were certified on January 16, 2025. Following these transactions, Haley holds 381,908 shares, a figure that includes restricted stock units and performance stock units granted on March 31, 2025, each representing or economically equivalent to 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^*

Haley Patrick J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Commercial

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		31,483(1)	D	$43.92	449,722(2)	D
Common Stock	02/17/2026		S		3,036	D	$43.84(3)	446,686(2)	D
Common Stock	02/17/2026		S		64,778	D	$43.5(4)	381,908(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

Explanation of Responses:

1. 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.

2. Includes 381,908 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.

3. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.80 to $43.84. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 to this Form 4.

4. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.50 to $43.64. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.

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.
* 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 transaction did Exelixis (EXEL) EVP Patrick J. Haley report?

Patrick J. Haley reported selling Exelixis common stock and a separate tax-related share disposition. He completed open-market sales totaling 67,814 shares and had 31,483 shares withheld to satisfy taxes tied to vesting performance-based restricted stock units awarded in March 2022.

How many Exelixis (EXEL) shares did Patrick J. Haley sell and at what prices?

Haley sold 3,036 Exelixis shares at $43.84 and 64,778 shares at $43.50 per share. These open-market transactions total 67,814 shares, reflecting reported weighted average prices within disclosed intraday trading ranges for each sale block.

What is the 31,483-share transaction in Patrick J. Haley’s Exelixis (EXEL) Form 4?

The 31,483-share transaction represents shares withheld to pay taxes on vesting performance-based restricted stock units. These RSUs were granted March 4, 2022, with Exelixis’ Compensation Committee certifying achievement of performance criteria on January 16, 2025, triggering the related tax obligation.

How many Exelixis (EXEL) shares does Patrick J. Haley hold after these transactions?

After the reported transactions, Haley holds 381,908 Exelixis common shares. This total includes shares that will be issued upon vesting of restricted stock units and performance stock units granted on March 31, 2025, each representing or economically equivalent to one common share.

What do the RSUs and PSUs in Patrick J. Haley’s Exelixis (EXEL) holdings represent?

His holdings include restricted stock units and One-Time Award performance stock units granted March 31, 2025. Each RSU is economically equivalent to one Exelixis common share, and each PSU is a contingent right to receive one share, issuable if vesting conditions are satisfied.

Were Patrick J. Haley’s Exelixis (EXEL) sales open-market transactions?

Yes. The Form 4 identifies both sale transactions as open-market sales of Exelixis common stock. Reported prices are weighted averages, with additional detail available on the exact number of shares sold at each separate price within the disclosed trading ranges.