Immunocore (IMCR) CEO sells shares and receives major RSU, option grants

Rhea-AI Filing Summary

Immunocore Holdings plc chief executive officer Bahija Jallal reported several equity transactions. She sold 11,474 Ordinary Shares in an open-market transaction at a weighted average price of $32.35 per share, under a sell-to-cover arrangement to pay income taxes triggered by vesting restricted share units.

On a separate date, she acquired 23,817 Ordinary Shares at no cost through the exercise of Restricted Share Units, with each RSU converting into one Ordinary Share. She was also granted 88,573 new RSUs and 395,066 employee share options, each award vesting in scheduled installments starting in February 2026 or February 2027, 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

OMB APPROVAL

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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^*

Jallal Bahija

(Last) (First) (Middle)

C/O IMMUNOCORE HOLDINGS PLC

92 PARK DRIVE, MILTON PARK

(Street)

ABINGDON, OXFORDSHIRE X0 OX14 4RY

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Immunocore Holdings plc [ IMCR ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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
Ordinary Shares(1)	02/17/2026		M		23,817	A	$0	23,817	D
Ordinary Shares(1)	02/18/2026		S		11,474(2)	D	$32.35(3)	12,343	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 Share Units	(4)	02/17/2026		M			23,817	(5)	(5)	Ordinary Shares(1)	23,817	$0	71,453	D
Restricted Share Units	(4)	02/17/2026		A		88,573		(6)	(6)	Ordinary Shares(1)	88,573	$0	88,573	D
Employee Share Option (Right to Buy)	$32.38	02/17/2026		A		395,066		(7)	02/16/2036	Ordinary Shares(1)	395,066	$0	395,066	D

Explanation of Responses:

1. Ordinary Shares may be represented by American Depositary Shares. Each American Depositary Share represents one Ordinary Share.

2. The shares were sold pursuant to a sell-to-cover arrangement for the purpose of satisfying income tax liabilities incurred upon vesting of restricted share units ("RSUs").

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.17 to $32.70 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Each RSU represents a contingent right to receive one Ordinary Share.

5. On February 17, 2025, the Reporting Person was granted 95,270 RSUs, vesting in four equal annual installments beginning February 17, 2026, subject to the Reporting Person's continuous service through each such vesting date.

6. The RSUs vest in four equal annual installments beginning February 17, 2027, subject to the Reporting Person's continuous service through each such vesting date.

7. 25% of the shares subject to the option award shall vest on February 17, 2027, and 6.25% of the shares subject to the option award shall vest in quarterly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date.

	/s/ Lily Hepworth, Attorney-in-Fact	02/19/2026
	** 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).
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FAQ

What insider transactions did Immunocore (IMCR) CEO Bahija Jallal report?

Bahija Jallal reported selling 11,474 Ordinary Shares and acquiring equity awards. She exercised 23,817 Restricted Share Units into Ordinary Shares and received new grants of 88,573 RSUs and 395,066 employee share options, all under her compensation arrangements.

At what price did the Immunocore (IMCR) CEO sell shares in the latest Form 4?

Bahija Jallal sold 11,474 Ordinary Shares at a weighted average price of $32.35. The sale occurred in multiple trades between $32.17 and $32.70 per share, as disclosed, and was executed to cover income tax liabilities from RSU vesting.

Were the Immunocore (IMCR) CEO’s recent share sales discretionary or tax-related?

The reported sale of 11,474 Ordinary Shares was tax-related. It was executed under a sell-to-cover arrangement designed to satisfy income tax liabilities arising when restricted share units vested, rather than a discretionary liquidation of investment holdings.

What new Restricted Share Units did Immunocore (IMCR) grant to its CEO?

Bahija Jallal received 88,573 new Restricted Share Units. Each RSU represents a contingent right to one Ordinary Share and vests in four equal annual installments beginning February 17, 2027, subject to her continuous service through each vesting date.

What are the terms of the new employee share options granted to the Immunocore (IMCR) CEO?

The CEO was granted 395,066 employee share options. Twenty-five percent vests on February 17, 2027, and 6.25% vests in quarterly installments thereafter, provided she continues serving the company through each scheduled vesting date.

How many shares does the Immunocore (IMCR) CEO hold after the latest Form 4 sale?

Following the open-market sale, Bahija Jallal directly held 12,343 Ordinary Shares in one reported account. Additional holdings relate to outstanding Restricted Share Units and employee share options disclosed as derivative securities in the same Form 4 filing.