Exelixis (NASDAQ: EXEL) EVP reports PSU vesting, tax share withholding

Rhea-AI Filing Summary

Exelixis, Inc. EVP, Commercial Haley J. Patrick reported equity award activity tied to performance-based restricted stock units. On January 15, 2026, 139,508 shares of common stock were acquired at $0 per share upon vesting of a performance-based restricted stock unit award originally granted on April 3, 2023, following the Compensation Committee’s certification that certain performance criteria had been achieved.

On the same date, 32,332 shares were withheld at a price of $45.23 per share to cover taxes related to this PSU vesting. After these transactions, Patrick directly beneficially owned 481,205 shares of Exelixis common stock, which includes 443,784 shares that will be issued upon future vesting of previously granted RSUs and one-time performance stock units awarded on March 31, 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^*

Haley Patrick J.

(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, Commercial

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		139,508(2)	A	$0	513,537(3)	D
Common Stock	01/15/2026		F		32,332(4)	D	$45.23	481,205(3)	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. 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 79,719 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 443,784 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.

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.
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FAQ

What insider activity did Exelixis (EXEL) report for Haley J. Patrick?

Exelixis reported that Haley J. Patrick, EVP, Commercial, acquired 139,508 shares of common stock on January 15, 2026 through the vesting of performance-based restricted stock units, with a concurrent tax-related share withholding transaction.

How many Exelixis shares did Haley J. Patrick acquire and at what price?

On January 15, 2026, Patrick acquired 139,508 shares of Exelixis common stock at an acquisition price of $0 per share, reflecting the vesting of a performance-based restricted stock unit award.

Why were 32,332 Exelixis shares withheld in this Form 4 filing?

32,332 shares of Exelixis common stock were withheld at $45.23 per share to satisfy taxes payable in connection with the vesting of the performance-based restricted stock units granted on April 3, 2023, for which performance criteria were certified on January 15, 2026.

What is the performance-based PSU award described in the Exelixis Form 4?

The Form 4 explains that on April 3, 2023, Patrick received a performance-based restricted stock unit award covering 79,719 Target Shares. Up to 175% of these Target Shares can vest based on performance, with 50% of the achieved shares vesting upon the Compensation Committee’s certification and the remaining 50% vesting on the first quarterly PSU vesting date after one year.

How many Exelixis shares does Haley J. Patrick beneficially own after these transactions?

Following the reported transactions, Patrick beneficially owned 481,205 shares of Exelixis common stock, which includes 443,784 shares that will be issued upon vesting of previously granted restricted stock units and one-time performance stock units from March 31, 2025.

When will the remaining performance-based shares from the April 3, 2023 PSU vest for Exelixis EVP Haley J. Patrick?

According to the filing, after the Compensation Committee’s certification on January 15, 2026, 50% of the achieved performance-based shares vested immediately, and the remaining 50% are scheduled to vest on February 15, 2027, subject to Patrick’s continuous service through that date.