Exelixis (NASDAQ: EXEL) GC awarded 23,119 RSU-based common shares

Rhea-AI Filing Summary

Hefti Brenda reported acquisition or exercise transactions in this Form 4 filing.

EXELIXIS, INC. senior vice president and general counsel Brenda Hefti received an equity award in the form of restricted stock units (RSUs) tied to the company’s common stock. The grant covers 23,119 shares that will be issued as the RSUs vest over time.

According to the grant terms, one-quarter of the original RSU amount will vest on May 15, 2027, with additional one-quarter installments vesting on each May 15 thereafter until fully vested. Following this award, Hefti has 119,631 shares of common stock reported as directly owned, including shares underlying previously granted RSUs and performance-based restricted stock units, and 5,527 shares held indirectly through the company’s 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

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^*

Hefti Brenda

(Last) (First) (Middle)

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)
	SVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026(1)		A		23,119(1)	A	$0	119,631(2)	D
Common Stock								5,527(3)	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 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon the vesting of restricted stock units ("RSUs"). The RSUs were granted to the Reporting Person on the Transaction Date pursuant to the Exelixis, Inc. 2017 Equity Incentive Plan. The RSUs will vest as to 1/4th of the original number of shares subject to the RSU award on May 15, 2027 and thereafter as to 1/4th of the original number of shares subject to the RSU award on each May 15th until fully vested.

2. Includes 119,075 shares of 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 shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 26, 2026.

Remarks:

	/s/ Nina Ayer, Attorney in Fact	03/02/2026
	** 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

What insider transaction did EXEL (EXELIXIS, INC.) report for Brenda Hefti?

EXELIXIS, INC. reported that SVP and General Counsel Brenda Hefti received a grant of restricted stock units representing 23,119 shares of common stock. These units were awarded under the company’s 2017 Equity Incentive Plan and will convert into shares as they vest over time.

How many EXEL common shares are tied to Brenda Hefti’s new RSU award?

The new restricted stock unit award for Brenda Hefti covers 23,119 shares of EXELIXIS, INC. common stock. These shares will be issued only as the RSUs vest in installments, rather than being immediately deliverable on the grant date.

What is the vesting schedule for Brenda Hefti’s EXEL RSU grant?

Brenda Hefti’s RSUs vest over four years, starting May 15, 2027. One-quarter of the original RSU amount vests on that date, with additional one-quarter portions vesting on each May 15 thereafter until the entire 23,119-share award is fully vested.

How many EXEL shares does Brenda Hefti hold directly after this Form 4 transaction?

After this equity award, Brenda Hefti is reported as directly holding 119,631 shares of EXELIXIS, INC. common stock. This figure includes shares that will be issued upon vesting of RSUs and performance-based restricted stock units previously granted to her.

Does Brenda Hefti have any indirect ownership of EXEL shares through benefit plans?

Yes. In addition to her direct holdings, Brenda Hefti has 5,527 shares of EXELIXIS, INC. common stock reported as indirectly owned. These indirect shares are held under the Exelixis, Inc. 401(k) Plan, based on a plan statement dated February 26, 2026.

What plan governs Brenda Hefti’s new EXEL RSU award?

The new restricted stock units for Brenda Hefti were granted under the Exelixis, Inc. 2017 Equity Incentive Plan. Each RSU is economically equivalent to one share of common stock and results in share issuance only upon satisfying the vesting conditions described in the award.