Insider sale: Exelixis (EXEL) SVP and General Counsel sells 6,625 shares

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Exelixis, Inc. SVP and General Counsel Brenda Hefti reported an open-market sale of 6,625 shares of common stock at a weighted average price of $50.21 per share. The sale was executed under a Rule 10b5-1 trading plan adopted on November 19, 2025.

Separately, 6,411 shares were withheld by Exelixis to cover taxes due on the vesting of restricted stock units granted in 2022, 2024, and 2025. After these transactions, she holds 106,762 shares directly and 5,527 shares indirectly through the Exelixis 401(k) Plan.

Her holdings include 106,039 shares that will be issued upon vesting of RSUs and a performance-based restricted stock unit award granted on March 31, 2025, plus 167 shares acquired on April 30, 2026 through the Exelixis 2000 Employee Stock Purchase Plan.

Insider Trade Summary 10b5-1

Net Seller: 6,625 shares ($332,641)

Net Sell 3 txns

Insider Hefti Brenda

Role SVP and General Counsel

Sold 6,625 shs ($333K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,625	$50.21	$333K
Tax Withholding	Common Stock	6,411	$51.10	$328K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 106,762 shares (Direct, null); Common Stock — 5,527 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, February 29, 2024, and February 26, 2025. Includes 106,039 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs, the performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs") and 167 shares of Common Stock acquired on April 30, 2026, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan. 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 of Common Stock were sold in multiple transactions at prices ranging from $49.84 to $50.51. 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 May 14, 2026.

Key Figures

Shares sold: 6,625 shares Sale price: $50.21 per share Shares withheld for taxes: 6,411 shares +4 more

7 metrics

Shares sold 6,625 shares Open-market sale of Exelixis common stock

Sale price $50.21 per share Weighted average sale price for 6,625 shares

Shares withheld for taxes 6,411 shares Tax withholding on RSU vesting

Post-transaction direct holdings 106,762 shares Direct Exelixis common stock held after transactions

Indirect 401(k) holdings 5,527 shares Exelixis common stock in 401(k) Plan as of May 14, 2026

Unvested RSUs/PSUs 106,039 shares Shares to be issued upon vesting of RSUs and One-Time Award PSUs

ESPP shares acquired 167 shares Acquired April 30, 2026 under 2000 Employee Stock Purchase Plan

Key Terms

Rule 10b5-1 trading plan, restricted stock units ("RSUs"), performance-based restricted stock unit award, One-Time Award PSUs, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"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."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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, February 29, 2024, and February 26, 2025."

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 106,039 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs, the performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs")"

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

"the performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs") and 167 shares of Common Stock acquired on April 30, 2026"

Exelixis, Inc. 2000 Employee Stock Purchase Plan financial

"167 shares of Common Stock acquired on April 30, 2026, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan."

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."

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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^*

Hefti Brenda

(Last)

(First)

(Middle)

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)
	SVP and General Counsel

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		6,411⁽¹⁾	D	$51.1	113,387⁽²⁾	D
Common Stock	05/18/2026		S⁽³⁾		6,625	D	$50.21⁽⁴⁾	106,762⁽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)
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, February 29, 2024, and February 26, 2025.

2. Includes 106,039 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs, the performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025 ("One-Time Award PSUs") and 167 shares of Common Stock acquired on April 30, 2026, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan. 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 of Common Stock were sold in multiple transactions at prices ranging from $49.84 to $50.51. 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 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 insider transaction did Exelixis (EXEL) report for Brenda Hefti?

Exelixis reported that SVP and General Counsel Brenda Hefti sold 6,625 shares of common stock. The open-market sale used a weighted average price of $50.21 per share and was executed under a pre-arranged Rule 10b5-1 trading plan.

At what price did Brenda Hefti sell Exelixis (EXEL) shares?

Brenda Hefti sold 6,625 Exelixis common shares at a weighted average price of $50.21. The sales occurred in multiple transactions within a price range from $49.84 to $50.51 per share, as disclosed in the Form 4 footnotes.

How many Exelixis (EXEL) shares does Brenda Hefti hold after this Form 4?

After the reported transactions, Brenda Hefti holds 106,762 Exelixis common shares directly. She also holds 5,527 shares indirectly through the Exelixis 401(k) Plan, according to a plan statement dated May 14, 2026.

Were any Exelixis (EXEL) shares withheld for taxes in this filing?

Yes. The company withheld 6,411 Exelixis shares to satisfy taxes related to vesting of restricted stock units. Those RSUs were originally awarded in March 2022, February 2024, and February 2025, and each RSU equals one common share.

Did the Exelixis (EXEL) insider sale occur under a Rule 10b5-1 plan?

Yes. The Form 4 states that the sales were effected under a Rule 10b5-1 trading plan. This plan was adopted by Brenda Hefti on November 19, 2025, indicating the transactions were pre-scheduled rather than discretionary.

What unvested equity awards does Brenda Hefti have at Exelixis (EXEL)?

Her holdings include 106,039 Exelixis shares that will be issued upon vesting of RSUs and a performance-based restricted stock unit award. The performance-based award was granted on March 31, 2025, and each unit represents a right to receive one share.

Did Brenda Hefti acquire Exelixis (EXEL) shares through an employee stock purchase plan?

Yes. The filing notes that 167 Exelixis common shares were acquired on April 30, 2026. These were purchased under the Exelixis, Inc. 2000 Employee Stock Purchase Plan and are included in her reported holdings.