IVVD Form 4: CFO William Duke RSU Grant and Tax-Related Sales

Rhea-AI Filing Summary

Invivyd, Inc. (IVVD) Chief Financial Officer William E. Duke reported equity transactions tied to an RSU award granted Feb 15, 2025. The Form 4 shows 99,000 restricted stock units (RSUs) were granted (each convertible into one share) and vest over 18 months with one-third vesting every six months. On 08/15/2025 the Reporting Person was credited with 99,000 RSUs. Sell-to-cover transactions pursuant to a Rule 10b5-1 plan occurred on 08/18/2025 and 08/19/2025 to satisfy tax-withholding: 20,013 shares sold at a weighted average price of $0.6502 and 29,643 shares sold at a weighted average price of $0.5666. After these sales, the Reporting Person beneficially owned 78,987 shares and held 201,000 shares underlying outstanding RSUs and awards in total.

Positive

• Transparent disclosure of RSU grant terms and vesting schedule (18 months, one-third every six months).
• Use of a Rule 10b5-1 plan and clear statement that sales were sell-to-cover for tax withholding, indicating procedural compliance.
• Commitment to provide detailed pricing breakdowns for the multiple sales enhances transparency for regulators and shareholders.

Negative

• Insider sold shares (49,656 total sold) which reduced direct beneficial ownership, though sales were for tax withholding.
• Weighted-average sale prices disclosed are below $0.72, indicating sales executed at modest prices (ranges down to $0.5524).

Insights

Securities Analyst

TL;DR: Insider received RSUs and executed planned sell-to-cover sales under a 10b5-1 plan; transactions appear routine and not material to valuation.

The Form 4 discloses a non-discretionary sell-to-cover under a 10b5-1 plan adopted Feb 20, 2025, following RSU vesting. The sales covered tax withholding rather than discretionary cashing out; reported weighted-average prices and the mechanics are fully disclosed. The residual direct beneficial ownership post-sales is documented. No evidence in this filing of opportunistic insider timing or unusual transfers; impact on float is limited by the modest volumes relative to a public float (float not stated in this filing).

Corporate Governance Specialist

TL;DR: Disclosure aligns with standard governance practices for executive equity grants and tax-related share sales.

The RSU vesting schedule is explicitly stated (18 months, one-third every six months) and the use of a Rule 10b5-1 plan is disclosed on the Form 4, which supports compliance with insider trading policies. The reporting includes undertakings to provide per-price sale breakdowns to the company or SEC staff on request, enhancing transparency. No amendments or other governance red flags are 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

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^*

Duke William E.

(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 Financial 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		20,013(2)	D	$0.6502(3)	78,987	D
Common Stock	08/19/2025		S		29,643(2)	D	$0.5666(4)	49,344	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	(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 William E. Duke	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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FAQ

What transactions did Invivyd (IVVD) CFO William E. Duke report on Form 4?

The Form 4 reports a grant of 99,000 RSUs and subsequent sell-to-cover sales of 20,013 and 29,643 shares on 08/18/2025 and 08/19/2025, respectively.

Why were shares sold by the reporting person on 08/18/2025 and 08/19/2025?

The sales were sell-to-cover transactions to satisfy tax-withholding obligations upon vesting of RSUs, executed pursuant to a Rule 10b5-1 plan.

How many shares does William E. Duke beneficially own after the reported transactions?

After the reported sales the filing shows 78,987 shares beneficially owned directly and a total of 201,000 shares underlying RSUs/awards reported as outstanding following the transactions.

What were the sale prices for the shares sold?

The Form 4 reports weighted-average prices: $0.6502 for the 20,013 shares and $0.5666 for the 29,643 shares; individual sale prices ranged from $0.5524 to $0.7134 depending on the transactions.

When was the Rule 10b5-1 plan adopted by the reporting person?

The Form 4 states the reporting person adopted the Rule 10b5-1 plan on February 20, 2025.