Exelixis EVP uses share withholding for RSU taxes

EXELIXIS, INC. executive Patrick J. Haley, EVP, Commercial, reported a tax-related share withholding tied to vesting of prior equity awards.

Rhea-AI Filing Summary

EXELIXIS, INC. executive Patrick J. Haley, EVP, Commercial, reported a tax-related share withholding tied to vesting of prior equity awards. On the transaction date, the company withheld 33,265 shares of common stock at $51.10 per share to satisfy tax obligations on vested RSUs. Following this non-market disposition, Haley reported ownership of 389,748 shares of Exelixis common stock. This figure includes 356,992 shares that will be issued upon vesting of RSUs and a performance-based restricted stock unit award, plus 646 shares acquired through the Exelixis Employee Stock Purchase Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 33,265 shares

Exercise Price or Tax Liability 1 txn

Insider Haley Patrick J.

Role EVP, Commercial

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	33,265	$51.10	$1.70M

Holdings After Transaction: Common Stock — 389,748 shares (Direct)

Footnotes (2)

1. F1. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of restricted stock units ("RSUs") awarded on March 4, 2022, April 3, 2023, February 23, 2024, and February 26, 2025.
2. F2. Includes 356,992 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 646 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.

Key Figures

Tax-withholding shares: 33,265 shares Withholding price: $51.10 per share Post-transaction holdings: 389,748 shares +3 more

6 metrics

Tax-withholding shares 33,265 shares Common stock withheld for taxes on RSU vesting

Withholding price $51.10 per share Value used for 33,265 withheld shares

Post-transaction holdings 389,748 shares Total common stock reported after transaction

Unvested RSUs and PSUs 356,992 shares Shares to be issued upon vesting of RSUs and One-Time Award PSUs

ESPP shares 646 shares Shares acquired April 30, 2026 under Employee Stock Purchase Plan

Transaction type Tax-withholding disposition (Code F) Payment of tax liability by delivering securities

Key Terms

restricted stock units ("RSUs"), One-Time Award PSUs, performance-based restricted stock unit award, Employee Stock Purchase Plan

4 terms

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..."

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.

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")"

performance-based restricted stock unit award financial

"Includes 356,992 shares... upon vesting of RSUs, the performance-based restricted stock unit award granted to the Reporting Person on March 31, 2025..."

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.

Employee Stock Purchase Plan financial

"and 646 shares of Common Stock acquired on April 30, 2026, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Exelixis (EXEL) EVP Patrick J. Haley report in this Form 4?

Patrick J. Haley reported a tax-withholding disposition of Exelixis common stock. The company withheld shares to cover taxes owed upon vesting of restricted stock units, a routine administrative step rather than an open-market purchase or sale of stock.

How many Exelixis (EXEL) shares were withheld for taxes in this filing?

The filing shows 33,265 shares of Exelixis common stock withheld at $51.10 per share. These shares were used to satisfy taxes due when previously granted restricted stock units vested, instead of Haley selling shares in the open market to pay the liability.

How many Exelixis (EXEL) shares does Patrick J. Haley report owning after the transaction?

After the tax-withholding transaction, Haley reported 389,748 Exelixis shares. This total includes currently held shares plus amounts that will be issued upon vesting of restricted stock units and performance-based units, along with shares acquired through the company’s Employee Stock Purchase Plan.

Does this Exelixis (EXEL) Form 4 reflect an open-market sale by the executive?

No, the Form 4 reflects a tax-withholding disposition rather than an open-market sale. Exelixis withheld shares to cover taxes triggered when restricted stock units vested, a common administrative mechanism in equity compensation programs for senior executives.

What equity awards are referenced in Patrick J. Haley’s Exelixis (EXEL) Form 4 footnotes?

The footnotes reference restricted stock units granted in 2022, 2023, 2024, and 2025, plus a One-Time Award PSU. They state that 356,992 shares will be issued upon vesting of RSUs and performance-based units, and note 646 shares from the Employee Stock Purchase Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 06:58 PM Learn about SEC filing dates

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^*

Haley Patrick J.

(Last) (First) (Middle)

C/O EXELIXIS, INC.

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)
	EVP, Commercial

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		F		33,265(1)	D	$51.1	389,748(2)	D

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 restricted stock units ("RSUs") awarded on March 4, 2022, April 3, 2023, February 23, 2024, and February 26, 2025.

2. Includes 356,992 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 646 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.

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)