Exelixis (EXEL) CFO reports 64,895-share sale and tax share withholding

Rhea-AI Filing Summary

Exelixis, Inc. executive Christopher J. Senner, EVP and CFO, reported net stock sales. On February 13 and 17, 2026, he executed open‑market sales of Exelixis common stock totaling 64,895 shares at prices around $43–$44 per share.

On February 15, 2026, an additional 35,870 shares were disposed of to cover taxes due on previously granted performance‑based restricted stock units, rather than sold for cash. After these transactions, he directly owned 976,092 shares, which include 427,690 shares underlying RSUs and performance stock units, and indirectly held 2,723 shares through the Exelixis 401(k) plan.

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^*

Senner Christopher 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 and CFO

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		S		34,278	D	$43(1)	1,042,579(2)	D
Common Stock	02/15/2026		F		35,870(3)	D	$43.92	1,006,709(2)	D
Common Stock	02/17/2026		S		30,617	D	$43.67(4)	976,092(2)	D
Common Stock								2,723(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. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.00 to $43.04. 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 1 to this Form 4.

2. Includes 427,690 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. 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. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.66 to $43.78. 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.

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

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) report for its CFO?

Exelixis EVP and CFO Christopher J. Senner reported net stock sales. He sold 64,895 shares of common stock in open‑market transactions and had additional shares withheld to cover taxes from vesting performance-based stock awards.

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

The CFO sold 64,895 Exelixis common shares in open‑market transactions. These sales occurred at weighted average prices around $43.00 and $43.67 per share, based on multiple trades within narrow price ranges disclosed in the filing footnotes.

What was the purpose of the 35,870 Exelixis (EXEL) shares disposed on February 15, 2026?

The 35,870 shares on February 15, 2026 were withheld to pay taxes. They related to the vesting of performance-based restricted stock units granted in March 2022, after the company’s compensation committee certified achievement of specified performance criteria in January 2025.

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

Following the reported transactions, the CFO directly holds 976,092 Exelixis shares. This amount includes 427,690 shares underlying restricted stock units and performance stock units, plus an additional 2,723 shares held indirectly through the company’s 401(k) retirement plan.

What are the Exelixis (EXEL) RSUs and PSUs referenced in the CFO’s holdings?

The filing notes 427,690 shares will be issued upon vesting of RSUs and performance stock units. Each RSU and PSU represents the right to receive one share of Exelixis common stock, including a one-time performance award granted on March 31, 2025 to the reporting person.

How are Exelixis (EXEL) shares held in the CFO’s 401(k) plan reported?

Shares under the Exelixis 401(k) Plan are reported as indirect ownership. As of a plan statement dated February 13, 2026, the CFO had 2,723 shares of Exelixis common stock credited to his 401(k) account, separate from his directly held and award-related shares.