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

Rhea-AI Filing Summary

ImmunityBio, Inc. executive Richard Adcock, the CEO and President, reported equity compensation activity involving restricted stock units (RSUs) and common stock. On February 10, 2026, 274,122 RSUs were converted into the same number of common shares at an exercise price of $0, reflecting vesting of a prior RSU grant.

To cover tax obligations from this vesting, 140,048 common shares were withheld and disposed of at a price of $6.93 per share. After these transactions, Adcock beneficially owned 485,465 shares of ImmunityBio common stock directly, along with 548,246 RSUs that remain outstanding as derivative securities. The RSU award vests over three years from a vesting commencement date of February 10, 2025, contingent 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)
02/10/2026

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		274,122	A	$0	625,513	D
Common Stock	02/10/2026		F		140,048	D	$6.93(2)	485,465	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			274,122	(3)	(3)	Common Stock	274,122	$0	548,246	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 transactions did ImmunityBio (IBRX) CEO Richard Adcock report?

Richard Adcock reported RSU vesting and related share movements. On February 10, 2026, 274,122 RSUs converted into common stock at $0, and 140,048 shares were withheld at $6.93 to satisfy tax obligations from this equity compensation event.

How many ImmunityBio (IBRX) shares does the CEO own after this Form 4?

Following the transactions, CEO Richard Adcock directly beneficially owned 485,465 shares of ImmunityBio common stock. He also held 548,246 restricted stock units as derivative securities, which represent contingent rights to receive an equal number of ImmunityBio common shares upon future vesting.

What was the size of the RSU vesting reported by ImmunityBio (IBRX) CEO?

The reported vesting involved 274,122 restricted stock units converting into the same number of ImmunityBio common shares at an exercise price of $0. These RSUs are part of an equity incentive award that vests over three years from a February 10, 2025 vesting commencement date.

Why were 140,048 ImmunityBio (IBRX) shares disposed of in this insider transaction?

The 140,048 shares were disposed of to cover tax liabilities triggered by the RSU vesting. They were withheld at a price of $6.93 per share, using the issuer’s February 9, 2026 closing price as the settlement value for calculating the number of shares withheld.

How does the ImmunityBio (IBRX) CEO’s RSU award vest over time?

The RSU award vests in three annual stages, starting from February 10, 2025. 33.33% of the shares vest on each of the first and second anniversaries, and 33.34% vest on the third, contingent on Richard Adcock’s continued service as a qualifying Service Provider.

What is the relationship of Richard Adcock to ImmunityBio (IBRX)?

Richard Adcock is both a director and an officer of ImmunityBio, serving as CEO and President. His reported holdings and RSU awards reflect equity-based compensation linked to his leadership role and ongoing service to the company under its 2015 Equity Incentive Plan.