ImmunityBio (IBRX) CFO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

ImmunityBio, Inc. Chief Financial Officer David C. Sachs reported RSU vesting and related share withholding. On February 10, 2026, 82,236 restricted stock units converted into 82,236 shares of common stock at an exercise price of $0, increasing his directly held common stock to 322,818 shares.

On the same date, 42,643 common shares were disposed of at $6.93 per share to cover tax obligations tied to the RSU vesting, leaving him with 280,175 common shares held directly after these transactions. Following the vesting, he also held 164,474 RSUs directly.

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)
02/10/2026

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)	02/10/2026		M		82,236	A	$0	322,818	D
Common Stock	02/10/2026		F		42,643	D	$6.93(2)	280,175	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)	02/10/2026		M			82,236	(3)	(3)	Common Stock	82,236	$0	164,474	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 10, 2026, the reporting person's RSUs vested. The closing price of the Issuer's common stock on February 9, 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 10, 2025.

Remarks:

	/s/ Philip LoScalzo, as Attorney-in-Fact	02/12/2026
	** 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 transaction did ImmunityBio (IBRX) report for CFO David C. Sachs?

ImmunityBio reported that CFO David C. Sachs had 82,236 restricted stock units convert into 82,236 common shares at $0 exercise price. On the same day, 42,643 shares were withheld or disposed of at $6.93 per share to satisfy tax obligations from the vesting.

How many ImmunityBio (IBRX) shares does the CFO hold after this Form 4 filing?

After the reported transactions, CFO David C. Sachs directly holds 280,175 shares of ImmunityBio common stock. He also directly holds 164,474 restricted stock units, each representing a contingent right to receive one share of ImmunityBio common stock upon future vesting, subject to continued service.

What triggered the ImmunityBio (IBRX) RSU vesting reported on February 10, 2026?

The vesting on February 10, 2026 reflects scheduled vesting of restricted stock units under ImmunityBio’s Amended and Restated 2015 Equity Incentive Plan. RSUs vest over three years starting February 10, 2025, assuming the CFO continues as a service provider through each applicable vesting date.

Why were 42,643 ImmunityBio (IBRX) shares disposed of at $6.93 in this filing?

The 42,643 ImmunityBio shares were disposed of at $6.93 per share to pay tax liabilities associated with the RSU vesting. The filing notes this transaction used the February 9, 2026 closing price as the settlement price to calculate the number of shares withheld for taxes.

How do the ImmunityBio (IBRX) RSUs held by the CFO vest over time?

The RSUs vest over three years from a February 10, 2025 commencement date. 33.33% of the award vests in equal installments on each of the first and second anniversaries, and 33.34% vests on the third anniversary, contingent on continued service to ImmunityBio.

What does each ImmunityBio (IBRX) restricted stock unit represent in this Form 4?

Each restricted stock unit represents a contingent right to receive one share of ImmunityBio common stock. Delivery of these shares depends on the units vesting under the terms of ImmunityBio’s equity incentive plan and the executive’s continued status as a service provider.