Tax-driven share sales by Invivyd (IVVD) CFO after RSU vesting

Rhea-AI Filing Summary

Invivyd, Inc. Chief Financial Officer William E. Duke reported a mix of RSU vesting and related share sales. On February 15, 2026, he acquired 99,000 shares of common stock at no cost through the exercise of restricted stock units, leaving him with 148,344 shares.

On February 17 and 18, 2026, he sold 19,663 shares at a weighted average price of $1.5396 and 20,964 shares at a weighted average price of $1.5778 in open-market transactions. The company notes these were non-discretionary “sell-to-cover” sales to satisfy tax withholding obligations under a Rule 10b5-1 plan, and 107,717 shares of common stock remained held directly afterward.

Insights

Insider trading and governance analyst

Mixed insider activity driven mainly by RSU vesting and tax withholding.

The Invivyd Chief Financial Officer exercised 99,000 restricted stock units on February 15, 2026, receiving an equivalent number of common shares at a price of $0.0000 per share. This reflects equity compensation vesting rather than an open-market purchase.

Subsequently, he sold 19,663 shares at a weighted average of $1.5396 on February 17, 2026 and 20,964 shares at a weighted average of $1.5778 on February 18, 2026. Footnotes specify these were non-discretionary “sell-to-cover” transactions to satisfy tax withholding obligations under a Rule 10b5-1 plan.

After these trades, the officer directly held 107,717 common shares. Because the sales are tied to tax obligations and a pre-established trading plan, they are typically viewed as more routine and less indicative of a change in sentiment than discretionary insider selling. The net effect is a 40,627-share reduction in holdings alongside ongoing RSU vesting.

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^*

Duke William E.

(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 Financial 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)	148,344	D
Common Stock	02/17/2026		S		19,663(2)	D	$1.5396(3)	128,681	D
Common Stock	02/18/2026		S		20,964(2)	D	$1.5778(4)	107,717	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	(5)	(5)	Common Stock	99,000	$0.00	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 William E. Duke	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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FAQ

What did Invivyd (IVVD) CFO William E. Duke report in this Form 4?

He reported exercising 99,000 restricted stock units into common shares, then selling 19,663 and 20,964 shares in open-market transactions. These actions reflect routine equity compensation vesting combined with related share sales disclosed for transparency to Invivyd shareholders.

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

He sold 19,663 shares at a weighted average price of $1.5396 and 20,964 shares at a weighted average price of $1.5778. Both transactions were reported as open-market sales, with additional detail on price ranges available upon request from the reporting person.

Were the Invivyd (IVVD) CFO’s stock sales discretionary or part of a plan?

The filing states the sales were non-discretionary “sell-to-cover” transactions under a Rule 10b5-1 trading plan. They were executed to satisfy tax withholding obligations triggered by vesting of a restricted stock unit award rather than discretionary portfolio sales.

How many Invivyd (IVVD) shares does the CFO hold after these transactions?

After exercising restricted stock units and completing the reported sales, the Chief Financial Officer directly holds 107,717 shares of Invivyd common stock. This ending balance is disclosed in the Form 4 as the total number of shares owned following the latest transaction.

What are the terms of the Invivyd (IVVD) CFO’s RSU award mentioned in the filing?

Each restricted stock unit represents a right to receive one share of Invivyd common stock. The award vests over eighteen months, with one-third of the RSUs vesting every six months from the February 15, 2025 grant date, subject to continuous service.

How does the Form 4 describe Invivyd (IVVD) RSU-to-share conversion for the CFO?

The Form 4 explains that each restricted stock unit converts into one common share upon vesting. On February 15, 2026, 99,000 RSUs were exercised, generating 99,000 shares at a reported price of $0.0000 per share, reflecting non-cash equity compensation.