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  4. [Form 4] EXELIXIS, INC. Insider Trading Activity

EXELIXIS (NASDAQ: EXEL) SVP Hefti sells stock under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

EXELIXIS, INC. senior vice president and general counsel Brenda Hefti reported insider transactions in company common stock. She sold 18,669 shares in an open-market sale at an average price of $44.01 per share under a pre-arranged Rule 10b5-1 trading plan. Separately, 5,430 shares were withheld by the company to cover taxes due on the vesting of performance-based restricted stock units. After these transactions, she continued to hold a substantial direct equity position, along with additional restricted stock units, performance stock units expected to deliver 95,956 shares upon vesting, and 5,527 shares held indirectly through the company’s 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider Hefti Brenda
Role SVP and General Counsel
Sold 18,669 shs ($822K)
Type Security Shares Price Value
Sale Common Stock 18,669 $44.01 $822K
Tax Withholding Common Stock 5,430 $43.92 $238K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 96,512 shares (Direct); Common Stock — 5,527 shares (Indirect, By 401(k))
Footnotes (1)
  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. Includes 95,956 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 19, 2025. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.32 to $44.49. 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. Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of February 13, 2026.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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)
02/15/2026
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 5,430(1) D $43.92 115,181(2) D
Common Stock 02/18/2026 S(3) 18,669 D $44.01(4) 96,512(2) D
Common Stock 5,527(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. 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 95,956 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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 19, 2025.
4. Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $43.32 to $44.49. 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Brenda Hefti reported an open-market sale of 18,669 shares of EXEL common stock and a separate tax-withholding disposition of 5,430 shares tied to vested performance-based restricted stock units, reflecting routine equity management rather than a new compensation award.

At what price did Brenda Hefti sell EXEL (EXELIXIS, INC.) shares?

The reported open-market sale by Brenda Hefti was executed at a weighted average price of about $44.01 per EXEL share, with individual trades occurring within a range of $43.32 to $44.49, according to the filing’s detailed transaction footnote disclosure.

Was the EXEL insider sale by Brenda Hefti under a Rule 10b5-1 plan?

Yes, the Form 4 states that the sales were made under a Rule 10b5-1 trading plan adopted by Brenda Hefti on November 19, 2025, indicating a pre-scheduled selling program rather than discretionary, market-timed trades in EXEL common stock.

How many EXEL shares does Brenda Hefti hold after the reported transactions?

Following the reported sale and tax withholding, Brenda Hefti held 96,512 EXEL shares directly, plus 95,956 shares subject to unvested RSUs and PSUs, and 5,527 shares indirectly through the EXELIXIS 401(k) plan, according to the ownership figures in the Form 4.

What does the tax-withholding transaction mean in the EXEL Form 4 filing?

The 5,430 EXEL shares marked with code F were withheld by the company to pay taxes triggered by vesting performance-based restricted stock units, meaning shares were surrendered for tax obligations rather than sold as an open-market transaction for investment purposes.

What future EXEL shares could be issued to Brenda Hefti from awards?

The filing notes that 95,956 EXEL shares will be issued to Brenda Hefti upon vesting of restricted stock units and performance stock units granted on March 31, 2025, each RSU and PSU representing the economic equivalent of one share of common stock.