ImmunityBio (NASDAQ: IBRX) CFO reports RSU vesting and tax share disposition

Rhea-AI Filing Summary

ImmunityBio, Inc. Chief Financial Officer David C. Sachs reported the vesting and settlement of restricted stock units. On February 22, 2026, 40,650 RSUs were exercised into the same number of common shares at $0.00 per share. To cover tax withholding, 20,682 common shares were automatically disposed of at $8.70 per share, a price based on the February 20, 2026 closing price. After these transactions, Sachs directly held 300,143 shares of common stock and 40,651 restricted stock units, reflecting routine equity compensation vesting rather than an open‑market trade.

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^*

Sachs David C.

(Last) (First) (Middle)

C/O IMMUNITYBIO, INC.

3530 JOHN HOPKINS COURT

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ImmunityBio, Inc. [ IBRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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(1)	02/22/2026		M		40,650	A	$0	320,825	D
Common Stock	02/22/2026		F		20,682	D	$8.7(2)	300,143	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
Restricted Stock Units	(1)	02/22/2026		M			40,650	(3)	(3)	Common Stock	40,650	$0	40,651	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of ImmunityBio, Inc. (the "Issuer") common stock.

2. On February 22, 2026, the Reporting Person's RSUs vested. The closing price of Immunity Bio, Inc.'s common stock on February 20, 2026 was the settlement price used to calculate the shares withheld.

3. Subject to the reporting person's continuing to be a Service Provider (as defined in the Issuer's Amended and Restated 2015 Equity Incentive Plan) through each applicable vesting date, 33.33% of the shares subject to the RSU award shall vest in equal annual installments on each of the first and second anniversaries of the vesting commencement date and 33.34% of the shares subject to the RSU award shall vest on the third anniversary of the vesting commencement date, such that all shares shall be fully vested on the third anniversary of the vesting commencement date. The vesting commencement date for this RSU award is February 22, 2024.

Remarks:

	/s/ Philip LoScalzo, as Attorney-in-Fact	02/24/2026
	** 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 ImmunityBio (IBRX) CFO David C. Sachs report on this Form 4?

ImmunityBio CFO David C. Sachs reported RSU vesting and share settlement. 40,650 restricted stock units converted into common shares, with a portion of shares automatically withheld to satisfy tax obligations under the company’s equity incentive plan.

How many ImmunityBio (IBRX) RSUs vested for the CFO, and when?

40,650 restricted stock units vested for the CFO on February 22, 2026. These RSUs are part of an award that vests over three years, subject to continued service under ImmunityBio’s Amended and Restated 2015 Equity Incentive Plan.

Were any ImmunityBio (IBRX) shares sold on the open market by the CFO?

The filing shows a tax-withholding disposition, not an open-market sale. 20,682 common shares were delivered at $8.70 per share solely to pay taxes tied to the RSU vesting and exercise transaction reported on February 22, 2026.

What is David C. Sachs’ ImmunityBio (IBRX) share ownership after these transactions?

After the reported transactions, David C. Sachs directly holds 300,143 shares of ImmunityBio common stock. He also holds 40,651 restricted stock units, each representing a contingent right to receive one additional share of ImmunityBio common stock in the future.

How do the ImmunityBio (IBRX) CFO’s RSUs vest over time?

The RSU award vests over three years starting February 22, 2024. 33.33% vests on each of the first and second anniversaries, and 33.34% vests on the third anniversary, assuming the reporting person continues as a service provider throughout the vesting period.