EXEL insider Form 4: EVP gifts 24,000 Exelixis shares

Rhea-AI Filing Summary

Exelixis, Inc. (EXEL) reported an insider stock gift by a senior executive. The company’s EVP of Research and Development filed a Form 4 disclosing that on November 21, 2025, they gifted 24,000 shares of Exelixis common stock to a donor-advised fund at a reported price of $0, reflecting a charitable transfer rather than a market sale.

After this gift, the executive beneficially owned 640,778 shares directly, which includes 431,306 shares of common stock scheduled to be issued upon vesting of restricted stock units and performance-based restricted stock units. The filing also shows 5,835 shares held indirectly through the Exelixis, Inc. 401(k) Plan based on a plan statement dated November 20, 2025.

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^*

Aftab Dana

(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, Research and Development

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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	11/21/2025		G(1)		24,000	D	$0	640,778(2)	D
Common Stock								5,835(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. On November 21, 2025, the Reporting Person gifted 24,000 shares of Exelixis Inc. common stock ("Common Stock") to a donor-advised fund.

2. Includes 431,306 shares of Common Stock that will be issued to the Reporting Person upon vesting of restricted stock units ("RSU") and performance-based restricted stock units ("PSUs"). Each RSU is the economic equivalent of one share of Common Stock and each 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 November 20, 2025.

Remarks:

	/s/ Nina Ayer, Attorney in Fact	11/24/2025
	** 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 report in this Form 4?

The EVP of Research and Development reported gifting 24,000 shares of Exelixis common stock to a donor-advised fund on November 21, 2025.

Was the EXEL Form 4 transaction a sale on the open market?

No. The Form 4 describes the transaction code as a gift of 24,000 shares of Exelixis common stock to a donor-advised fund, not an open-market sale.

How many EXEL shares does the executive own after the reported gift?

Following the transaction, the executive beneficially owns 640,778 shares of Exelixis common stock directly and 5,835 shares indirectly through the company’s 401(k) Plan.

What portion of the EXEL executive’s holdings are RSUs and PSUs?

The reported direct holdings include 431,306 shares of Exelixis common stock that will be issued upon vesting of restricted stock units (RSUs) and performance-based restricted stock units (PSUs).

What does the indirect EXEL ownership in the 401(k) represent?

The filing states that 5,835 shares of Exelixis common stock are held under the Exelixis, Inc. 401(k) Plan, based on a plan statement dated November 20, 2025.

Who is the reporting person in the EXEL Form 4 and what is their role?

The reporting person is an Exelixis executive serving as EVP, Research and Development, identified as an officer of the company in the filing.