Why were 128,497 EXEL shares disposed of at $51.10 per share?

The 128,497 Exelixis shares at $51.10 per share were withheld by the company to cover taxes from vesting restricted stock units. This is a tax-withholding disposition, not an open-market sale, tied to RSU awards granted between 2022 and 2025.

What are Michael Morrissey’s EXEL share holdings after these transactions?

After these transactions, the filing shows 1,362,008 shares tied to Morrissey’s RSUs and performance-based awards, 2,004,327 shares held by the Morrissey Family Living Trust, and 17,728 shares in the Exelixis 401(k) Plan, reflecting his remaining positions.

Exelixis (NASDAQ: EXEL) CEO reports share gifts and tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

EXELIXIS, INC. President and CEO Michael Morrissey reported non-market share dispositions consisting of tax withholding and bona fide gifts of common stock. On May 15, 2026, 128,497 shares were withheld at $51.10 per share to satisfy taxes tied to the vesting of restricted stock units awarded between 2022 and 2025.

On May 18, 2026, he made two bona fide gifts of 124,047 shares each, one from direct holdings and one involving the Morrissey Family Living Trust, for a total of 248,094 gifted shares at no consideration. After these transactions, filings show 1,362,008 shares associated with RSUs and performance-based awards, 2,004,327 shares held by the family trust, and 17,728 shares in the company 401(k) plan.

Insider Trade Summary

248,094 shares gifted

Mixed 4 txns

Insider MORRISSEY MICHAEL

Role President and CEO

Type	Security	Shares	Price	Value
Gift	Common Stock	124,047	$0.00	--
Gift	Common Stock	124,047	$0.00	--
Tax Withholding	Common Stock	128,497	$51.10	$6.57M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,362,008 shares (Direct, null); Common Stock — 2,004,327 shares (Indirect, By Trust)

Footnotes (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. Includes 1,362,008 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs and the performance-based restricted stock unit award 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. On May 18, 2026, the Reporting Person gifted 124,047 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended. Shares of Common Stock held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended. Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2026.

Key Figures

Gifted shares: 248,094 shares Individual gift size: 124,047 shares Tax-withheld shares: 128,497 shares +4 more

7 metrics

Gifted shares 248,094 shares Total bona fide gifts of common stock on May 18, 2026

Individual gift size 124,047 shares Each of two bona fide gift transactions

Tax-withheld shares 128,497 shares Shares withheld to cover RSU-related taxes on May 15, 2026

Tax-withholding price $51.10 per share Value used for shares withheld for RSU tax obligations

Trust holdings after gift 2,004,327 shares Common stock held by Morrissey Family Living Trust

RSU and PSU-related shares 1,362,008 shares Shares to be issued upon vesting of RSUs and One-Time Award PSUs

401(k) plan shares 17,728 shares Exelixis common stock under the company 401(k) Plan as of May 14, 2026

Key Terms

bona fide gift, restricted stock units ("RSUs"), performance-based restricted stock unit award, One-Time Award PSUs, +1 more

5 terms

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

restricted stock units ("RSUs") financial

"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.

performance-based restricted stock unit award financial

"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.

One-Time Award PSUs financial

"One-Time Award PSUs". Each RSU is the economic equivalent of one share"

401(k) Plan financial

"Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 06:58 PM

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^*

MORRISSEY MICHAEL

(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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		F		128,497⁽¹⁾	D	$51.1	1,486,055⁽²⁾	D
Common Stock	05/18/2026		G		124,047⁽³⁾	D	$0	1,362,008⁽²⁾	D
Common Stock	05/18/2026		G		124,047⁽³⁾	A	$0	2,004,327⁽⁴⁾	I	By Trust
Common Stock								17,728⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 1,362,008 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of RSUs and the performance-based restricted stock unit award 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. On May 18, 2026, the Reporting Person gifted 124,047 shares of Common Stock to Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

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

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

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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did EXEL (Exelixis, Inc.) report for Michael Morrissey?

The filing shows Michael Morrissey reported tax-related share withholding and bona fide gifts of Exelixis common stock. These were non-market dispositions, not open-market sales or purchases, and mainly reflect tax obligations and estate or family planning transfers rather than trading activity.

How many EXEL shares were gifted by Michael Morrissey in this Form 4?

Michael Morrissey gifted a total of 248,094 Exelixis common shares, split into two bona fide gifts of 124,047 shares each. One affected direct holdings and one involved the Morrissey Family Living Trust, both recorded at zero dollar consideration per share.

How does the Form 4 describe Michael Morrissey’s indirect ownership of EXEL shares?

Indirect ownership is reported through the Morrissey Family Living Trust and the Exelixis 401(k) Plan. The trust holds 2,004,327 shares of common stock, while 17,728 shares are reported under the company’s 401(k) Plan according to a plan statement dated May 14, 2026.