Performance shares vest for Exelixis (NASDAQ: EXEL) CFO Senner in Form 4

Rhea-AI Filing Summary

Exelixis, Inc. EVP and CFO Christopher J. Senner reported equity award activity on January 15, 2026. He acquired 149,474 shares of common stock at $0 per share upon vesting of performance-based restricted stock units granted on April 3, 2023, after the compensation committee certified achievement of required performance criteria.

To cover taxes related to this vesting, 40,459 shares were withheld by Exelixis at a price of $45.23 per share. After these transactions, Senner directly beneficially owns 1,076,857 shares of Exelixis common stock, which include 494,177 shares that will be issued upon future vesting of previously granted RSUs and PSUs. He also indirectly holds 2,723 shares through the Exelixis 401(k) plan as of January 14, 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^*

Senner Christopher 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 and CFO

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		149,474(2)	A	$0	1,117,316(3)	D
Common Stock	01/15/2026		F		40,459(4)	D	$45.23	1,076,857(3)	D
Common Stock								2,723(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)
				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 85,414 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 494,177 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. 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).
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 EVP and CFO Christopher J. Senner report?

Christopher J. Senner, EVP and CFO of Exelixis, Inc. (EXEL), reported the vesting of performance-based restricted stock units on January 15, 2026, resulting in an acquisition of Exelixis common stock and a related share withholding for taxes.

How many Exelixis (EXEL) shares did the CFO acquire and at what price?

Senner acquired 149,474 shares of Exelixis common stock at a price of $0 per share upon vesting of performance-based restricted stock units granted on April 3, 2023, following certification of performance by the compensation committee.

Why were 40,459 Exelixis (EXEL) shares reported with transaction code F at $45.23?

The 40,459 shares with transaction code F at $45.23 per share were shares withheld by Exelixis to satisfy taxes payable in connection with the vesting of the April 3, 2023 performance-based restricted stock units.

How many Exelixis (EXEL) shares does the CFO beneficially own after the reported Form 4 transactions?

After the reported transactions, Senner directly beneficially owns 1,076,857 shares of Exelixis common stock, which include 494,177 shares that will be issued upon vesting of previously granted RSUs and PSUs. He also indirectly holds 2,723 shares through the Exelixis 401(k) plan.

What are the performance-based restricted stock units (PSUs) referenced in the EXEL Form 4?

The PSUs were granted on April 3, 2023 under the Exelixis 2017 Equity Incentive Plan and initially covered 85,414 Target Shares. Vesting depends on the compensation committee certifying achievement of performance criteria, with up to 175% of the Target Shares potentially vesting based on timing and performance levels.

What future vesting is expected for the Exelixis (EXEL) CFO’s performance-based award?

Following the committee’s certification on January 15, 2026, 50% of the achieved PSU shares vested immediately, and the remaining 50% of the achieved shares are scheduled to vest on February 15, 2027, subject to Senner’s continuous service through that date.

What does the Form 4 say about the CFO’s One-Time Award PSUs and RSUs at Exelixis (EXEL)?

The Form 4 notes that Senner’s reported holdings include 494,177 shares of Exelixis common stock that will be issued upon vesting of restricted stock units and performance-based units granted on March 31, 2025, referred to as One-Time Award PSUs.