Invivyd (IVVD) Form 4: CLO Jill Andersen Sells RSU Shares to Cover Taxes

Jill Andersen, Chief Legal Officer and Secretary of Invivyd, Inc. (IVVD), reported equity activity on Form 4 related to restricted stock units and subsequent sell-to-cover sales.

Rhea-AI Filing Summary

Jill Andersen, Chief Legal Officer and Secretary of Invivyd, Inc. (IVVD), reported equity activity on Form 4 related to restricted stock units and subsequent sell-to-cover sales. On 08/15/2025 she was credited with 165,000 RSUs (each converting to one common share) under an award that vests one-third every six months beginning from a 02/15/2025 grant date. Following vesting, she sold 33,352 shares on 08/18/2025 at a weighted average price of $0.6502 and 49,402 shares on 08/19/2025 at a weighted average price of $0.5666, in non-discretionary sell-to-cover transactions adopted under a Rule 10b5-1 plan. The Form shows 84,446 shares beneficially owned after the reported sales (direct), plus 500 shares indirectly held by spouse.

Positive

• Sales were executed under a Rule 10b5-1 plan, indicating pre-established, non-discretionary execution and governance controls
• Disclosed weighted-average prices and price ranges with offer to provide per-trade details demonstrates transparent reporting
• RSU vesting schedule is clearly stated (one-third every six months from 02/15/2025), clarifying future potential issuance timing

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider sold shares to cover RSU taxes under a 10b5-1 plan; transactions appear routine and non-material to company valuation.

The filings show an award of 165,000 RSUs that vest over 18 months and scheduled sell-to-cover disposals executed via a Rule 10b5-1 plan on 08/18 and 08/19/2025. The disclosed weighted-average sale prices were $0.6502 and $0.5666. The transactions reduced the reporting person’s direct holdings to 84,446 shares; 500 shares are reported indirectly by spouse. From a capital structure perspective, these are executive compensation-related conversions and tax-withholding sales rather than open-market liquidation of long-held stakes, implying limited signal on management conviction.

Corporate Governance Expert

TL;DR: Use of a pre-established Rule 10b5-1 plan and detailed footnotes indicates procedural compliance and transparent reporting.

The Form 4 discloses that the sales were executed pursuant to a 10b5-1 plan adopted 02/20/2025 and specifies price ranges and willingness to provide per-trade detail to the SEC or company. The RSU vesting schedule is stated clearly (one-third every six months). These disclosures reflect good practice for insider trading governance and accurate Section 16 reporting.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Andersen Jill

Role Chief Legal Officer, Secretary

Sold 82,754 shs ($50K)

Approx. gross sale proceeds $50K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	49,402	$0.5666	$28K
Sale	Common Stock	33,352	$0.6502	$22K
Exercise	Restricted Stock Units	165,000	$0.00	$0.00
Exercise	Common Stock	165,000	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 335,000 contracts (Direct); Common Stock — 84,446 shares (Direct); Common Stock — 500 shares (Indirect, By spouse)

Footnotes (5)

1. F1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Invivyd, Inc. (the "Company").
2. F2. 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. F3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5801 to $0.7134, 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. F4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $0.5524 to $0.6040, 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. F5. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Invivyd (IVVD) insider Jill Andersen report on Form 4?

The report discloses receipt of 165,000 RSUs on 08/15/2025 and sell-to-cover sales of 33,352 shares on 08/18/2025 at a weighted average of $0.6502 and 49,402 shares on 08/19/2025 at $0.5666.

Why were shares sold by the reporting person?

The sales were non-discretionary sell-to-cover transactions to satisfy tax withholding obligations upon RSU vesting, executed under a Rule 10b5-1 plan.

How many shares does Jill Andersen beneficially own after these transactions?

After the reported transactions the Form shows 84,446 shares held directly and 500 shares indirectly by her spouse.

When do the RSUs vest and how many were granted?

The RSU award of 165,000 units vests over an 18-month period with one-third vesting every six months, based on the 02/15/2025 grant date.

Was the 10b5-1 plan adoption date disclosed?

Yes. The Form states the Reporting Person adopted the Rule 10b5-1 plan on 02/20/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/19/2025 - 09:21 PM Learn about SEC filing dates

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^*

Andersen Jill

(Last) (First) (Middle)

C/O INVIVYD, INC.

1601 TRAPELO ROAD, SUITE 178

(Street)

WALTHAM MA 02451

(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 Legal Officer, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		165,000	A	(1)	167,200	D
Common Stock	08/18/2025		S		33,352(2)	D	$0.6502(3)	133,848	D
Common Stock	08/19/2025		S		49,402(2)	D	$0.5666(4)	84,446	D
Common Stock								500	I	By spouse

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)	08/15/2025		M			165,000	(5)	(5)	Common Stock	165,000	$0.00	335,000	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 $0.5801 to $0.7134, 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 $0.5524 to $0.6040, 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.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Jill Andersen	08/19/2025
	** 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.
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