Exelixis (EXEL) EVP reports PSU vesting, tax share withholding, holdings

Rhea-AI Filing Summary

Exelixis, Inc. executive Aftab Dana, EVP of Research and Development, reported equity award activity tied to a performance-based restricted stock unit (PSU) grant. On January 15, 2026, 119,578 shares of common stock were acquired at $0 per share upon certification that certain PSU performance criteria were achieved. On the same date, 27,254 shares were withheld at $45.23 per share to cover taxes from this vesting. After these transactions, Dana beneficially owned 733,102 shares of Exelixis common stock directly, which includes 491,096 shares that will be issued upon future vesting of restricted stock units and PSUs granted on March 31, 2025, and also held 5,835 shares indirectly through the Exelixis 401(k) Plan as of January 14, 2026.

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^*

Aftab Dana

(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, Research and Development

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026(1)		A		119,578(2)	A	$0	760,356(3)	D
Common Stock	01/15/2026		F		27,254(4)	D	$45.23	733,102(3)	D
Common Stock								5,835(5)	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

Explanation of Responses:

1. On April 3, 2023, the Reporting Person was granted a performance-based restricted stock unit award ("PSU") under the Exelixis, Inc. 2017 Equity Incentive Plan covering 68,331 shares of common stock (such shares, the "Target Shares"). The PSU generally vests as follows: (i) 50% of the eligible Target Shares vest upon the Compensation Committee's (the "Committee") certification of achievement of certain performance criteria; and (ii) 50% of the eligible Target Shares vest on the first quarterly PSU vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Committee's certification. In addition, the PSU provides for vesting of up to a maximum of 175% of the Target Shares depending on the timing and level of achievement of the performance criteria provided for under the PSU.

2. On January 15, 2026, the Committee determined that certain performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 175% of the Target Shares subject to the PSU (such shares, the "Achieved Shares"). Accordingly, the Committee's certification on January 15, 2026 resulted in the immediate vesting of 50% of the Achieved Shares, and the remaining 50% of the Achieved Shares will vest on February 15, 2027, subject to the Reporting Person's continuous service through that date.

3. Includes 491,096 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.

4. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of the PSUs awarded on April 3, 2023, for which the Committee certified that Exelixis, Inc. had achieved certain performance criteria on January 15, 2026.

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

Remarks:

	/s/ Nina Ayer, Attorney in Fact	01/16/2026
	** 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.

FAQ

Who is the insider reporting this Form 4 for EXEL?

The reporting person is Aftab Dana, who serves as EVP, Research and Development at Exelixis, Inc. and is filing individually.

What shares did Aftab Dana acquire in the reported EXEL transaction?

On January 15, 2026, Aftab Dana acquired 119,578 shares of Exelixis common stock at $0 per share upon vesting of a performance-based restricted stock unit (PSU) award.

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

On January 15, 2026, 27,254 shares of Exelixis common stock were withheld at a price of $45.23 per share to satisfy taxes due on the PSU vesting.

How many Exelixis shares does Aftab Dana own after these transactions?

Following the reported transactions, Aftab Dana beneficially owned 733,102 shares of Exelixis common stock directly, plus 5,835 shares indirectly through the company’s 401(k) Plan.

What unvested equity awards are included in Aftab Danas EXEL share total?

The direct holdings include 491,096 shares of Exelixis common stock that will be issued upon vesting of restricted stock units and performance-based stock units granted on March 31, 2025.

What performance-based award led to the 2026 vesting reported for EXEL?

The vesting relates to a performance-based restricted stock unit (PSU) award granted on April 3, 2023, which covered 68,331 Target Shares and can vest up to 175% of that target based on performance.

When will the remaining achieved PSU shares for EXEL vest?

After the Committees certification on January 15, 2026, 50% of the achieved PSU shares vested immediately, and the remaining 50% are scheduled to vest on February 15, 2027, subject to continuous service.