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  4. [Form 4] Lyell Immunopharma, Inc. Insider Trading Activity

Lyell Immunopharma (LYEL) major holder transfers shares as commission

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Innovative Cellular Therapeutics Holdings Ltd, a 10% owner of Lyell Immunopharma, Inc., transferred 66,500 shares of common stock on June 15, 2026 to LifeSci Advisors, LLC as broker commission tied to an upfront payment under a license agreement. The transfer was made for no cash consideration and reported as an “other” transaction. Following this move, the reporting holder directly beneficially owns 2,933,500 shares of Lyell common stock.

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Insider Innovative Cellular Therapeutics Holdings Ltd
Role null
Type Security Shares Price Value
Other Common Stock 66,500 $0.00 --
Holdings After Transaction: Common Stock — 2,933,500 shares (Direct, null)
Footnotes (1)
  1. Represents shares of Common Stock transferred by the Reporting Person to LifeSci Advisors, LLC as broker commission in connection with the Upfront Payment (as such term is defined in the License Agreement, dated November 6, 2025, between the Issuer and the Reporting Person). The transaction was a transfer of securities for no cash consideration to the Reporting Person and is reported under transaction code J. Reflects 3,000,000 shares of Common Stock beneficially owned by the Reporting Person immediately prior to the reported transaction, less the 66,500 shares transferred. All shares are held directly and registered in the name of the Reporting Person.
Shares transferred 66,500 shares Common Stock paid as broker commission
Pre-transaction holdings 3,000,000 shares Beneficially owned immediately before transfer
Post-transaction holdings 2,933,500 shares Beneficially owned after transfer
Transaction date June 15, 2026 Date of Form 4-reported transaction
Price per share $0.00 No cash consideration to reporting holder
broker commission financial
"Represents shares of Common Stock transferred ... as broker commission in connection with the Upfront Payment"
Upfront Payment financial
"as broker commission in connection with the Upfront Payment under the License Agreement"
An upfront payment is a sum of money paid at the start of a business deal—such as a license, acquisition, partnership, or loan—rather than over time. For investors it matters because it shows immediate commitment and changes a company’s cash on hand and risk profile: like a down payment on a purchase, it can signal confidence but also ties up funds that might otherwise be used for operations or growth.
License Agreement financial
"the License Agreement, dated November 6, 2025, between the Issuer and the Reporting Person"
A license agreement is a contract where the owner of intellectual property, technology, a brand, or other rights gives another party permission to use those assets under specified conditions, usually for fees, royalties or other payments. For investors it matters because such deals create or limit predictable revenue streams, affect profit margins, transfer legal and commercial risk, and can determine how quickly a company can grow — like renting out a patented tool to earn steady income while keeping ownership.
beneficially owned financial
"Reflects 3,000,000 shares of Common Stock beneficially owned by the Reporting Person"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Innovative Cellular Therapeutics Holdings Ltd
(Last)(First)(Middle)
190 ELGIN AVENUE
(Street)
GEORGE TOWNKY1-9008
(City)(State)(Zip)
CAYMAN ISLANDS
(Country)		2. Issuer Name and Ticker or Trading Symbol
Lyell Immunopharma, Inc. [ LYEL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026J66,500(1)D$02,933,500(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of Common Stock transferred by the Reporting Person to LifeSci Advisors, LLC as broker commission in connection with the Upfront Payment (as such term is defined in the License Agreement, dated November 6, 2025, between the Issuer and the Reporting Person). The transaction was a transfer of securities for no cash consideration to the Reporting Person and is reported under transaction code J.
2. Reflects 3,000,000 shares of Common Stock beneficially owned by the Reporting Person immediately prior to the reported transaction, less the 66,500 shares transferred. All shares are held directly and registered in the name of the Reporting Person.
/s/ Lei Xiao, Chief Executive Officer06/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did LYEL major holder report on June 15, 2026?

A major Lyell Immunopharma holder transferred 66,500 common shares on June 15, 2026. The shares went to LifeSci Advisors, LLC as broker commission related to an upfront payment under a license agreement, with no cash received by the reporting holder.

How many LYEL shares does the reporting holder own after this Form 4?

After the transaction, the reporting holder beneficially owns 2,933,500 Lyell Immunopharma common shares. This reflects an initial 3,000,000-share position immediately before the transfer, reduced by the 66,500 shares used to pay broker commission.

Was the LYEL insider transaction a buy or sell of shares?

The transaction was classified as an “other” event under code J, not a standard buy or sell. It reflects a transfer of 66,500 shares as broker commission, with no cash consideration paid to the reporting holder for the shares.

Who received the transferred LYEL shares from the reporting holder?

The 66,500 Lyell Immunopharma shares were transferred to LifeSci Advisors, LLC. They were paid as broker commission in connection with an upfront payment described in a license agreement between Lyell Immunopharma and the reporting holder.

What agreement is linked to this LYEL share transfer?

The share transfer relates to an upfront payment under a license agreement dated November 6, 2025. That agreement is between Lyell Immunopharma and the reporting holder, and the shares served as broker commission associated with that upfront payment.