Invivyd (IVVD) CSO sell-to-cover stock sales after RSU vesting

Rhea-AI Filing Summary

Invivyd, Inc. Chief Scientific Officer Robert D. Allen III reported RSU vesting and related stock sales. He acquired 99,000 shares of common stock at $0.0000 per share through the exercise/conversion of restricted stock units and then sold 37,581 shares in open-market transactions.

The sales, at weighted average prices of $1.5396 and $1.5778 per share, were made under a non-discretionary sell-to-cover arrangement to satisfy tax withholding obligations pursuant to a Rule 10b5-1 plan. After these transactions, he directly held 114,487 shares of Invivyd common stock.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Allen Robert D. III

(Last) (First) (Middle)

C/O INVIVYD, INC.

209 CHURCH STREET

(Street)

NEW HAVEN CT 06510

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Invivyd, Inc. [ IVVD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		99,000	A	(1)	152,068	D
Common Stock	02/17/2026		S		18,189(2)	D	$1.5396(3)	133,879	D
Common Stock	02/18/2026		S		19,392(2)	D	$1.5778(4)	114,487	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)	02/15/2026		M			99,000	(5)	(5)	Common Stock	99,000	$0	102,000	D

Explanation of Responses:

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

2. The sales reported on this Form 4 represent shares sold to satisfy the Reporting Person's tax withholding obligations upon vesting of an RSU award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 20, 2025.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.505 to $1.590, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.550 to $1.595, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

5. This RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to the Reporting Person's continuous service as of each vesting date.

	/s/ Jill Andersen attorney-in-fact for Robert D. Allen III	02/18/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Invivyd (IVVD) report for its Chief Scientific Officer?

Invivyd’s Chief Scientific Officer Robert D. Allen III reported acquiring 99,000 common shares via RSU conversion and selling 37,581 shares in open-market transactions. These trades reflect routine equity award vesting activity and associated tax-related stock sales.

How many Invivyd (IVVD) shares did the CSO sell, and at what prices?

The CSO sold 37,581 shares of Invivyd common stock. One sale covered 18,189 shares at a weighted average price of $1.5396, and another covered 19,392 shares at a weighted average price of $1.5778, both in open-market transactions.

Were the Invivyd (IVVD) insider stock sales discretionary or tax-related?

The reported sales were non-discretionary sell-to-cover transactions. Shares were sold solely to satisfy tax withholding obligations upon RSU vesting under a Rule 10b5-1 trading plan previously adopted by the reporting person, rather than as discretionary open-market sales.

What RSU activity did Invivyd (IVVD) disclose for its Chief Scientific Officer?

Invivyd disclosed that the CSO exercised or converted 99,000 restricted stock units into an equal number of common shares at $0.0000 per share. The related RSU award vests over eighteen months, with one-third vesting every six months from the February 15, 2025 grant date.

How many Invivyd (IVVD) shares does the CSO own after these transactions?

Following the reported RSU conversion and sell-to-cover trades, the Chief Scientific Officer directly holds 114,487 shares of Invivyd common stock. This figure reflects his updated direct ownership position after both the acquisition and sale transactions disclosed.

What trading plan governed the recent Invivyd (IVVD) insider sales?

The sales were executed under a Rule 10b5-1 trading plan adopted by the reporting person on February 20, 2025. This plan pre-arranged non-discretionary sell-to-cover transactions to handle tax withholding when restricted stock units vested.