Exelixis (NASDAQ: EXEL) CEO reports PSU vesting, tax withholding on shares

Rhea-AI Filing Summary

Exelixis, Inc. President and CEO Michael Morrissey reported equity compensation activity involving company common stock. On January 15, 2026, he acquired 548,073 shares of common stock at $0 per share through the vesting of a performance-based restricted stock unit award. On the same date, 139,524 shares were withheld at $45.23 per share to cover taxes related to this vesting.

After these transactions, Morrissey held 1,825,241 shares of Exelixis common stock directly. In addition, 1,714,404 shares were held indirectly by the Morrissey Family Living Trust, and 17,728 shares were held indirectly through the Exelixis 401(k) Plan. A separate grant includes 1,690,729 shares that may be issued in the future upon vesting of restricted stock units and performance-based units previously awarded.

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^*

MORRISSEY MICHAEL

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026(1)		A		548,073(2)	A	$0	1,964,765(3)	D
Common Stock	01/15/2026		F		139,524(4)	D	$45.23	1,825,241(3)	D
Common Stock								1,714,404(5)	I	By Trust
Common Stock								17,728(6)	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 April 3, 2023, the Reporting Person was granted a performance-based restricted stock unit award ("PSU") under the Exelixis, Inc. 2017 Equity Incentive Plan covering 313,185 shares of common stock (such shares, the "Target Shares"). The PSU generally vests as follows: (i) 50% of the eligible Target Shares vest upon the Compensation Committee's (the "Committee") certification of achievement of certain performance criteria; and (ii) 50% of the eligible Target Shares vest on the first quarterly PSU vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Committee's certification. In addition, the PSU provides for vesting of up to a maximum of 175% of the Target Shares depending on the timing and level of achievement of the performance criteria provided for under the PSU.

2. On January 15, 2026, the Committee determined that certain performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 175% of the Target Shares subject to the PSU (such shares, the "Achieved Shares"). Accordingly, the Committee's certification on January 15, 2026 resulted in the immediate vesting of 50% of the Achieved Shares, and the remaining 50% of the Achieved Shares will vest on February 15, 2027, subject to the Reporting Person's continuous service through that date.

3. Includes 1,690,729 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.

4. Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of the PSUs awarded on April 3, 2023, for which the Committee certified that Exelixis, Inc. had achieved certain performance criteria on January 15, 2026.

5. Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

6. Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of January 14, 2026.

Remarks:

	/s/ Nina Ayer, Attorney in Fact	01/16/2026
	** 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).
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FAQ

What does the Michael Morrissey (EXEL) Form 4 filed on January 15, 2026 report?

It reports that Exelixis President and CEO Michael Morrissey had performance-based restricted stock units vest into 548,073 shares of common stock at $0 per share, with a portion of the shares withheld to satisfy tax obligations.

How many Exelixis (EXEL) shares vested for Michael Morrissey in this Form 4?

On January 15, 2026, 548,073 shares of Exelixis common stock vested to Michael Morrissey from a performance-based restricted stock unit award, at an acquisition price of $0 per share.

Why were 139,524 Exelixis (EXEL) shares withheld in Michael Morrissey’s Form 4?

The filing shows 139,524 shares of common stock were withheld at $45.23 per share by Exelixis to satisfy taxes due on the vesting of performance-based restricted stock units granted on April 3, 2023.

How many Exelixis (EXEL) shares does Michael Morrissey hold directly after these transactions?

Following the reported transactions, Michael Morrissey directly owned 1,825,241 shares of Exelixis common stock.

What indirect Exelixis (EXEL) holdings are reported for Michael Morrissey?

The Form 4 reports 1,714,404 shares held indirectly by the Morrissey Family Living Trust and 17,728 shares held indirectly through the Exelixis, Inc. 401(k) Plan.

What future share issuances are referenced in Michael Morrissey’s Exelixis Form 4 footnotes?

A footnote states that 1,690,729 shares of Exelixis common stock will be issued to Michael Morrissey upon vesting of restricted stock units and performance-based units granted on March 31, 2025, each unit representing the right to receive one share.

How is the performance-based stock unit award for Michael Morrissey structured at Exelixis (EXEL)?

The award granted on April 3, 2023 covers 313,185 Target Shares and can vest up to 175% of that amount, with 50% of eligible shares vesting upon the Compensation Committee’s certification of performance and the remaining 50% vesting on the first quarterly PSU vesting date after one year from that certification, subject to continued service.