Exelixis (EXEL) EVP reports tax-withholding share dispositions, keeps 706,617 shares

Rhea-AI Filing Summary

EXELIXIS, INC. executive Dana Aftab, EVP of Research and Development, reported two tax-related share dispositions. On February 15, 2026, a total of 26,485 and 12,720 shares of common stock were withheld at $43.92 per share to cover taxes due upon vesting of performance-based restricted stock units granted on March 4, 2022 and restricted stock units granted on January 5, 2023. These are tax-withholding dispositions, not open-market sales. After these transactions, Aftab directly holds 706,617 shares of common stock, which include 414,043 shares underlying restricted stock units and performance stock units granted on March 31, 2025. In addition, there are 5,835 shares held indirectly through the Exelixis 401(k) Plan as of February 13, 2026.

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)
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		26,485(1)	D	$43.92	706,617(2)	D
Common Stock	02/15/2026		F		12,720(3)	D	$43.92	693,897(2)	D
Common Stock								5,835(4)	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 414,043 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. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of RSUs awarded on January 5, 2023.

4. 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.
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FAQ

What did EXEL (Exelixis) EVP Dana Aftab report in this Form 4?

Dana Aftab reported share dispositions related to tax withholding, not open-market sales. Exelixis withheld 26,485 and 12,720 common shares at $43.92 per share to satisfy taxes on vested performance-based and time-based restricted stock units.

Were the EXEL shares in this Form 4 sold on the open market?

No, the EXEL shares were not sold on the open market. The company withheld 39,205 shares in total to pay tax liabilities triggered by vesting of prior equity awards, a common administrative mechanism for settling withholding obligations.

How many EXEL shares does Dana Aftab hold after these transactions?

After these transactions, Dana Aftab directly holds 706,617 EXEL common shares. This figure includes 414,043 shares underlying restricted stock units and performance stock units. Additionally, 5,835 shares are held indirectly under the Exelixis 401(k) Plan as of February 13, 2026.

What equity awards are referenced in Dana Aftab’s EXEL Form 4 filing?

The filing references performance-based restricted stock units granted March 4, 2022 and restricted stock units granted January 5, 2023, which triggered tax withholding upon vesting. It also notes 414,043 shares tied to RSUs and PSUs granted on March 31, 2025 as part of a one-time award.

How were the EXEL tax-withholding share amounts and prices determined?

Exelixis withheld 26,485 and 12,720 EXEL shares at $43.92 per share to satisfy tax obligations. The amounts and price per share are disclosed directly in the Form 4 and reflect the company’s method of settling the reporting person’s tax liabilities on vesting.

What indirect EXEL share holdings does Dana Aftab report?

Dana Aftab reports indirect ownership of 5,835 EXEL common shares through the Exelixis 401(k) Plan. This amount is based on a plan statement dated February 13, 2026, and is separate from his directly held and unvested equity award-related shares.