IVVD Insider Report: RSU Vesting and Sell-to-Cover Disposals by CSO

Rhea-AI Filing Summary

Robert D. Allen III, Chief Scientific Officer of Invivyd, Inc. (IVVD), reported RSU vesting and related sell-to-cover transactions. On 08/15/2025 he recorded the vesting of 99,000 restricted stock units, each converting to one share. To satisfy tax withholding, the reporting person sold 18,512 shares on 08/18/2025 at a weighted average price of $0.6502 and 27,420 shares on 08/19/2025 at a weighted average price of $0.5666. Following those transactions, he beneficially owns 53,068 shares directly and reports 201,000 shares beneficially owned in total after accounting for derivative holdings. The sales were made under a Rule 10b5-1 plan adopted on 02/20/2025 and were non-discretionary sell-to-cover transactions for tax purposes. The RSU award vests over 18 months with one-third vesting every six months beginning 02/15/2025.

Positive

• Use of a Rule 10b5-1 plan adopted 02/20/2025, which reduces concerns about opportunistic insider trading timing
• Clear disclosure of weighted-average sale prices and offer to provide per-trade details, supporting transparency
• RSU vesting schedule disclosed (18 months, one-third every six months), clarifying future equity issuance timing

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting with sell-to-cover disposals under a 10b5-1 plan; limited market impact.

The transactions reflect scheduled equity compensation vesting and immediate sell-to-cover sales to meet tax obligations rather than open-market liquidations for cash needs. Total direct beneficial ownership decreased from vesting conversions and withholding sales to 53,068 shares, while total reported beneficial ownership including derivative RSUs is 201,000 shares. Prices realized were modest ($0.5524–$0.7134 range cited), and the use of a 10b5-1 plan reduces concerns about opportunistic timing. For investors, this is a routine dilution/settlement event tied to compensation.

Corporate Governance Expert

TL;DR: Disclosure is standard and transparent; 10b5-1 plan and sell-to-cover mechanics are clearly reported.

The Form 4 details the vesting schedule, the tax-driven sell-to-cover sales, and provides weighted average price ranges with an offer to furnish per-trade breakdowns on request, which supports transparency. The RSU award vesting over 18 months and public reporting of the 10b5-1 adoption date (02/20/2025) align with good governance practices for insider transactions. No indication of discretionary insider trading is present in the filing.

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^*

Allen Robert D. III

(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 Scientific Officer

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		99,000	A	(1)	99,000	D
Common Stock	08/18/2025		S		18,512(2)	D	$0.6502(3)	80,488	D
Common Stock	08/19/2025		S		27,420(2)	D	$0.5666(4)	53,068	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)	08/15/2025		M			99,000	(5)	(5)	Common Stock	99,000	$0.00	201,000	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 attorney-in-fact for Robert D. Allen III	08/19/2025
	** 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 transactions did Invivyd (IVVD) insider Robert D. Allen III report on Form 4?

He reported vesting of 99,000 RSUs on 08/15/2025 and subsequent sell-to-cover sales of 18,512 shares on 08/18/2025 and 27,420 shares on 08/19/2025.

Why were shares sold by the reporting person in the Form 4 for IVVD?

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

What prices were realized for the shares sold by the IVVD reporting person?

The filing reports weighted average prices of $0.6502 for the 08/18 sales and $0.5666 for the 08/19 sales; detailed per-trade prices fall within the disclosed ranges and are available on request.

How many shares does Robert D. Allen III beneficially own after these transactions?

After the reported transactions he directly beneficially owns 53,068 shares and reports total beneficial ownership of 201,000 shares when including derivative RSU holdings.

What is the RSU vesting schedule disclosed in the Form 4 for IVVD?

The RSU award vests over 18 months, with one-third vesting every six months following the grant date of 02/15/2025, subject to continuous service.