[Form 4] Invivyd, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Timothy Edward Lee, Chief Commercial Officer of Invivyd, Inc. (IVVD), reported equity activity arising from an RSU grant and subsequent sell-to-cover transactions executed under a Rule 10b5-1 plan.

On 08/15/2025 Mr. Lee was granted 99,000 RSUs (each converting to one share) that vest over 18 months with one-third vesting every six months. After accounting for the RSUs and existing holdings (including 10,000 shares from the company ESPP), the reported post-transaction beneficial ownership is 201,000 shares. To satisfy tax withholding upon RSU vesting, Mr. Lee sold 20,013 shares on 08/18/2025 at a weighted average price of $0.6502 and 29,643 shares on 08/19/2025 at a weighted average price of $0.5666. The sales were non-discretionary sell-to-cover transactions pursuant to a 10b5-1 plan adopted 02/20/2025.

Positive

• Transparent disclosure of RSU grant size, vesting schedule, and 10b5-1 plan adoption date
• Sell-to-cover sales were executed under a pre-established 10b5-1 plan, indicating non-discretionary tax withholding activity
• Reporting includes weighted-average prices and commitment to provide per-trade details on request

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting with sell-to-cover tax sales limits dilution and indicates no discretionary insider selling.

The filing shows an RSU grant of 99,000 units vesting over 18 months and contemporaneous sell-to-cover disposals to satisfy withholding. The use of a 10b5-1 plan (adopted 02/20/2025) and disclosure of weighted-average sale prices provide procedural transparency. The net effect increased reported beneficial ownership to 201,000 shares, so these transactions are largely administrative rather than opportunistic cashing out.

Corporate Governance Expert

TL;DR: Disclosure is compliant and detailed; sales were for tax withholding under a pre-established plan.

The Form 4 discloses material elements required for compliance: grant size, vesting schedule, adoption date of the 10b5-1 plan, and weighted-average sale price ranges with an offer to provide per-trade breakdowns on request. This level of disclosure supports good governance practices for executive equity awards and tax-related withholding sales.

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
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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.

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 Commercial 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)	109,000(2)	D
Common Stock	08/18/2025		S		20,013(3)	D	$0.6502(4)	88,987	D
Common Stock	08/19/2025		S		29,643(3)	D	$0.5666(5)	59,344	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	(6)	(6)	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 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 $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 (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 $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 (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.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Jill Andersen attorney-in-fact for Timothy Edward Lee	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.
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

Who filed the Form 4 for IVVD and what is their role?

The Form 4 was filed for Timothy Edward Lee, who is the company's Chief Commercial Officer.

How many RSUs were granted to the reporting person on 08/15/2025?

The reporting person was granted 99,000 restricted stock units (RSUs) on 08/15/2025.

Why were shares sold on 08/18 and 08/19/2025 and under what plan?

The shares were sold to satisfy tax withholding obligations upon RSU vesting via non-discretionary sell-to-cover transactions under a Rule 10b5-1 plan adopted 02/20/2025.

What were the weighted-average prices for the sales reported?

The weighted-average price for the 08/18/2025 sales was $0.6502 and for 08/19/2025 sales was $0.5666.

What is the reporting person’s beneficial ownership after these transactions?

The reported beneficial ownership following the transactions is 201,000 shares, which includes 10,000 shares acquired through the company ESPP.