Invivyd (IVVD) CCO sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Invivyd, Inc.’s Chief Commercial Officer Timothy Edward Lee reported a mix of stock sales and awards tied to restricted stock unit (RSU) vesting. On February 15, 2026, RSUs covering 99,000 shares were exercised at $0.00 per share and converted into common stock, with an RSU award scheduled to vest over eighteen months, one-third every six months from February 15, 2025.

On February 17 and 18, 2026, he sold a total of 40,627 common shares in open-market transactions at weighted average prices of about $1.54 and $1.58 per share. According to the disclosure, these sales were non-discretionary “sell-to-cover” transactions made solely to satisfy tax withholding obligations under a pre-established Rule 10b5-1 trading plan adopted on February 20, 2025. After these transactions, he reported owning 117,717 shares of common stock directly, including 10,000 shares acquired through the company’s Employee Stock Purchase Program, and 102,000 RSUs outstanding.

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).

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^*

Lee Timothy Edward

(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 Commercial 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)	158,344(2)	D
Common Stock	02/17/2026		S		19,663(3)	D	$1.5396(4)	138,681	D
Common Stock	02/18/2026		S		20,964(3)	D	$1.5778(5)	117,717	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	(6)	(6)	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 reported ownership includes 10,000 shares of common stock acquired through the Company's Employee Stock Purchase Program.

3. 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.

4. 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 (4) to this Form 4.

5. 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 (5) to this Form 4.

6. 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 Timothy Edward Lee	02/18/2026
	** 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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** 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 did Invivyd (IVVD) executive Timothy Edward Lee report in this Form 4?

He reported RSU vesting and related stock activity. RSUs for 99,000 shares were exercised into common stock, followed by tax-related “sell-to-cover” sales of 40,627 shares under a Rule 10b5-1 trading plan.

How many Invivyd (IVVD) shares did Timothy Edward Lee sell, and at what prices?

He sold 40,627 Invivyd common shares in open-market transactions. The weighted average prices were approximately $1.54 per share on February 17, 2026 and $1.58 per share on February 18, 2026, according to the filing.

Were the Invivyd (IVVD) stock sales by Timothy Edward Lee discretionary trades?

The filing states the sales were non-discretionary. They were executed as “sell-to-cover” transactions solely to satisfy tax withholding obligations upon RSU vesting, under a Rule 10b5-1 trading plan adopted on February 20, 2025.

How many Invivyd (IVVD) shares and RSUs does Timothy Edward Lee hold after these transactions?

After the reported transactions, he directly held 117,717 shares of Invivyd common stock and 102,000 restricted stock units. The common stock total includes 10,000 shares acquired through Invivyd’s Employee Stock Purchase Program, as disclosed.

What are the vesting terms of Timothy Edward Lee’s Invivyd (IVVD) RSU award?

The RSU award vests over eighteen months starting February 15, 2025. One-third of the RSUs vest every six months, subject to his continuous service with Invivyd on each applicable vesting date, according to the disclosure.

How does the Form 4 describe the pricing of Invivyd (IVVD) share sales?

The reported prices are weighted average prices for multiple trades. For each sale date, shares were sold in several transactions within disclosed price ranges, and detailed trade-by-trade information is available upon request from the reporting person.