Tax-driven share sale by Lyell Immunopharma (LYEL) Chief Scientific Officer

Rhea-AI Filing Summary

Lyell Immunopharma’s Chief Scientific Officer, Gary K. Lee, reported an open-market sale of 1,671 shares of common stock on February 11, 2026. The shares were automatically sold to cover tax withholding from performance-based vested restricted stock units.

The weighted average sale price was $23.39 per share, within a disclosed range of $23.3939 to $24.6305. After this tax-related sale, Lee directly beneficially owns 16,938 shares of Lyell Immunopharma common stock.

Insider Trade Summary

Net Seller: 1,671 shares ($39,085)

Net Sell 1 txn

Insider Lee Gary K.

Role Chief Scientific Officer

Sold 1,671 shs ($39K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,671	$23.39	$39K

Holdings After Transaction: Common Stock — 16,938 shares (Direct)

Footnotes (1)

1. Shares automatically sold to cover tax withholding obligation from settlement of performance-based vested restricted stock units. The price reported above reflects the weighted average price of the shares sold. The sale price ranged from $23.3939 to $24.6305 per share. Upon request from the SEC staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

Form 4 Insider Transactions: What Each Field Means →

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).

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 Gary K.

(Last) (First) (Middle)

C/O LYELL IMMUNOPHARMA, INC.

201 HASKINS WAY

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lyell Immunopharma, Inc. [ LYEL ]

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)
02/11/2026

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	02/11/2026		S		1,671(1)	D	$23.39(2)	16,938	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

Explanation of Responses:

1. Shares automatically sold to cover tax withholding obligation from settlement of performance-based vested restricted stock units.

2. The price reported above reflects the weighted average price of the shares sold. The sale price ranged from $23.3939 to $24.6305 per share. Upon request from the SEC staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

	/s/ Mark Meltz, Attorney-in-Fact	02/12/2026
	** 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

What insider transaction did Lyell Immunopharma (LYEL) disclose in this Form 4?

Lyell Immunopharma disclosed that its Chief Scientific Officer, Gary K. Lee, sold 1,671 shares of common stock. The transaction occurred on February 11, 2026 and was reported as an open-market sale primarily to satisfy tax withholding obligations from vested restricted stock units.

Who is the insider involved in the latest Lyell Immunopharma (LYEL) Form 4 filing?

The insider is Gary K. Lee, Chief Scientific Officer of Lyell Immunopharma. He is listed as an officer but not a director or 10% owner. The filing reports his direct ownership and a tax-related sale of common stock on February 11, 2026.

How many Lyell Immunopharma (LYEL) shares did the CSO sell and at what price?

Gary K. Lee sold 1,671 shares of Lyell Immunopharma common stock at a weighted average price of $23.39 per share. The disclosed sale price range was from $23.3939 to $24.6305, reflecting multiple executions within that band during the transaction.

Why were Lyell Immunopharma (LYEL) shares sold in this insider transaction?

The filing states the shares were automatically sold to cover tax withholding obligations arising from the settlement of performance-based vested restricted stock units. This indicates the sale was connected to equity compensation rather than a discretionary reduction in the insider’s investment position.

How many Lyell Immunopharma (LYEL) shares does the CSO own after the reported sale?

Following the February 11, 2026 transaction, Gary K. Lee directly beneficially owns 16,938 shares of Lyell Immunopharma common stock. This post-transaction figure reflects his remaining direct holdings after selling 1,671 shares to satisfy tax withholding obligations tied to vested restricted stock units.

What type of transaction code appears in the Lyell Immunopharma (LYEL) Form 4?

The Form 4 lists transaction code “S,” which represents a sale in an open-market or private transaction. In this case, the sale was tied to automatic tax withholding on performance-based restricted stock units, rather than a stand-alone discretionary share sale by the officer.