ImmunityBio (IBRX) CEO Adcock converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

ImmunityBio, Inc. director, CEO and President Richard Adcock reported equity award activity involving restricted stock units (RSUs) and common stock. On February 22, 2026, 152,439 RSUs were exercised or converted into 152,439 shares of common stock at a price of $0.00 per share, reflecting vesting of a prior RSU grant.

In a related tax-withholding transaction, 77,560 shares of common stock were disposed of at $8.70 per share to cover tax obligations associated with the RSU vesting, rather than an open-market sale. Following these transactions, Adcock directly held 560,344 shares of ImmunityBio common stock. Footnotes explain that each RSU represents a right to receive one share of common stock and outline a three-year vesting schedule that began on February 22, 2024, conditioned on continued service.

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^*

Adcock Richard

(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)

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

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		152,439	A	$0	637,904	D
Common Stock	02/22/2026		F		77,560	D	$8.7(2)	560,344	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			152,439	(3)	(3)	Common Stock	152,439	$0	152,439	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 insider transactions did ImmunityBio (IBRX) CEO Richard Adcock report on February 22, 2026?

Richard Adcock reported RSU vesting and related share movements. He exercised or converted 152,439 restricted stock units into 152,439 shares of common stock, and then had 77,560 shares withheld and disposed of to satisfy tax obligations tied to that vesting event.

How many ImmunityBio (IBRX) shares does CEO Richard Adcock hold after this Form 4?

After the reported transactions, Richard Adcock directly holds 560,344 shares of ImmunityBio common stock. This figure reflects the RSU conversion of 152,439 shares and the tax-withholding disposition of 77,560 shares executed on February 22, 2026.

Was the ImmunityBio (IBRX) insider transaction a market sale by CEO Richard Adcock?

The filing describes a tax-withholding disposition, not an open-market sale. 77,560 shares of common stock were delivered at $8.70 per share to pay tax liabilities arising from the vesting and conversion of 152,439 restricted stock units into common stock.

What price per share was used for the tax-withholding disposition in ImmunityBio (IBRX) CEO’s Form 4?

The tax-withholding disposition used a price of $8.70 per share. According to the footnotes, the settlement price was based on the closing price of ImmunityBio common stock on February 20, 2026, and determined the number of shares withheld for taxes.

How do Richard Adcock’s ImmunityBio (IBRX) RSUs vest according to the Form 4 footnotes?

The RSUs vest over three years, subject to continued service. 33.33% of the shares vest on each of the first and second anniversaries of the February 22, 2024 vesting commencement date, and 33.34% vest on the third anniversary, fully vesting the award by year three.

What does each restricted stock unit represent for ImmunityBio (IBRX) CEO Richard Adcock?

Each restricted stock unit represents a contingent right to receive one share of ImmunityBio common stock. When RSUs vest and are settled, they are exercised or converted into an equivalent number of common shares, as reflected in the 152,439-share conversion disclosed.