Exelixis (NASDAQ: EXEL) CFO sells shares, reports tax withholding and large remaining stake

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Exelixis, Inc. EVP and CFO Christopher J. Senner reported an open‑market sale of 34,901 shares of common stock at a weighted average price of $50.00 per share. The sale was executed as a standard market transaction.

In a separate non‑market event, 40,892 shares were withheld by Exelixis to cover taxes on vesting of previously granted restricted stock units at $51.10 per share. Following these transactions, Senner directly owns 952,317 shares of Exelixis common stock and indirectly holds 2,723 shares through the company’s 401(k) plan. Footnotes also state that 403,915 additional shares are subject to unvested RSUs and performance-based awards that may be issued upon future vesting.

Insights

Routine CFO sale with tax withholding; sizable equity stake remains.

The filing shows Exelixis EVP and CFO Christopher J. Senner executed an open‑market sale of 34,901 common shares at a weighted average of $50.00. Separately, 40,892 shares were withheld at $51.10 to satisfy taxes on vesting RSUs, a standard equity-compensation mechanism rather than a discretionary sale.

After these moves, Senner holds 952,317 shares directly and 2,723 indirectly via a 401(k) plan, while 403,915 additional shares are tied to unvested RSUs and performance-based awards as of May 14, 2026. The pattern points to ongoing equity exposure alongside routine liquidity and tax events, which is generally interpreted as administratively neutral rather than strategically directional.

Insider Trade Summary

Net Seller: 34,901 shares ($1,745,050)

Net Sell 3 txns

Insider Senner Christopher J.

Role EVP and CFO

Sold 34,901 shs ($1.75M)

Type	Security	Shares	Price	Value
Sale	Common Stock	34,901	$50.00	$1.75M
Tax Withholding	Common Stock	40,892	$51.10	$2.09M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 952,317 shares (Direct, null); Common Stock — 2,723 shares (Indirect, By 401(k))

Footnotes (1)

Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units ("RSUs") awarded on March 4, 2022, April 3, 2023, February 23, 2024, and February 26, 2025. Includes 403,915 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs and the performance-based restricted stock unit award 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. Represents the weighted average sales price. The shares of Common Stock were sold in multiple transactions at prices ranging from $50.00 to $50.07. 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. Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2026.

Key Figures

Open-market shares sold: 34,901 shares Sale price per share: $50.00 per share Tax-withheld shares: 40,892 shares +4 more

7 metrics

Open-market shares sold 34,901 shares Common stock sale at weighted average $50.00

Sale price per share $50.00 per share Weighted average sale price for 34,901 shares

Tax-withheld shares 40,892 shares Withheld to satisfy RSU vesting taxes at $51.10

Tax-withholding price $51.10 per share Value used for RSU tax withholding shares

Direct holdings after transactions 952,317 shares Direct Exelixis common stock owned by CFO post-transaction

Indirect 401(k) holdings 2,723 shares Exelixis shares in company 401(k) Plan as of May 14, 2026

Unvested RSUs and PSUs 403,915 shares Shares underlying unvested RSUs and One-Time Award PSUs

Key Terms

restricted stock units ("RSUs"), performance-based restricted stock unit award, One-Time Award PSUs, weighted average sales price, +1 more

5 terms

restricted stock units ("RSUs") financial

"Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units ("RSUs") awarded on March 4, 2022..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance-based restricted stock unit award financial

"Includes 403,915 shares... upon vesting of RSUs and the performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025..."

A performance-based restricted stock unit award is a promise to give company shares to an employee or executive only if the business hits specific targets over a set period. Think of it as a conditional prize that vests like a savings plan: if agreed goals (such as revenue, profit, or stock performance) are met, the recipient receives the shares; if not, they get nothing. Investors pay attention because these awards align management incentives with company results and can affect share count, future earnings and executive behavior.

One-Time Award PSUs financial

"performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs")."

weighted average sales price financial

"Represents the weighted average sales price. The shares of Common Stock were sold in multiple transactions at prices ranging from $50.00 to $50.07."

Exelixis, Inc. 401(k) Plan financial

"Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2026."

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 06:58 PM

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^*

Senner Christopher J.

(Last)

(First)

(Middle)

C/O EXELIXIS, INC.

1851 HARBOR BAY PARKWAY

(Street)

ALAMEDA

CALIFORNIA

94502

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		F		40,892⁽¹⁾	D	$51.1	987,218⁽²⁾	D
Common Stock	05/18/2026		S		34,901	D	$50⁽³⁾	952,317⁽²⁾	D
Common Stock								2,723⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units ("RSUs") awarded on March 4, 2022, April 3, 2023, February 23, 2024, and February 26, 2025.

2. Includes 403,915 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs and the performance-based restricted stock unit award 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 of Common Stock were sold in multiple transactions at prices ranging from $50.00 to $50.07. 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 shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2026.

Remarks:

	/s/ Nina Ayer, Attorney in Fact	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Exelixis (EXEL) CFO Christopher Senner do in this Form 4?

Christopher J. Senner reported selling 34,901 Exelixis common shares in an open‑market transaction at a weighted average price of $50.00. He also reported tax-related share withholding tied to vesting restricted stock units, plus updated direct, indirect, and unvested equity holdings.

How many Exelixis (EXEL) shares did the CFO sell and at what price?

The CFO sold 34,901 shares of Exelixis common stock in an open‑market transaction. The filing lists a weighted average sales price of $50.00 per share, with individual trades occurring between $50.00 and $50.07, according to the detailed footnote disclosure.

Were any Exelixis (EXEL) shares disposed of for tax withholding in this Form 4?

Yes. The Form 4 reports 40,892 Exelixis shares withheld by the company at $51.10 per share. These shares were retained by Exelixis to satisfy taxes due upon vesting of multiple restricted stock unit grants previously awarded to the reporting person.

How many Exelixis (EXEL) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly owns 952,317 Exelixis common shares. He also has 2,723 additional shares held indirectly through the Exelixis 401(k) Plan, according to the plan statement referenced in the Form 4 footnotes.

What unvested equity awards for Exelixis (EXEL) does the CFO have outstanding?

Footnotes state that 403,915 Exelixis shares are tied to unvested restricted stock units and a performance-based award granted March 31, 2025. Each RSU or performance unit corresponds to one share of common stock, deliverable only upon future vesting conditions being satisfied.

Is the 401(k) position for the Exelixis (EXEL) CFO included in this Form 4?

Yes. The Form 4 shows an indirect holding of 2,723 Exelixis shares under the company’s 401(k) Plan. This amount is reported as of a plan statement dated May 14, 2026, and is separate from the CFO’s directly held common shares.