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Lyell Immunopharma: ARCH buys 2.32M common shares

Lyell Immunopharma, Inc. shares: ARCH Venture Fund XIII, L.P. purchased 2,321,262 common shares on November 4, 2026, at $10.77 per share under a securities purchase agreement dated November 3, 2026.

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Form Type
4

Rhea-AI Filing Summary

Lyell Immunopharma, Inc. shares: ARCH Venture Fund XIII, L.P. purchased 2,321,262 common shares on November 4, 2026, at $10.77 per share under a securities purchase agreement dated November 3, 2026. The shares are directly held by the fund. Keith Crandell, Robert Nelsen, Kristina Burow, Paul L. Berns and Steven Gillis, members of ARCH Venture Partners XIII, LLC's investment committee, may be deemed to share the power to direct the shares' disposition and vote; each disclaims beneficial ownership except to the extent of any pecuniary interest. No Rule 10b5-1 plan is reported.

Insider ARCH Venture Fund XIII, L.P., ARCH Venture Partners XIII, L.P., ARCH Venture Partners XIII, LLC, CRANDELL KEITH, GILLIS STEVEN, NELSEN ROBERT, Burow Kristina, BERNS PAUL L, BYBEE CLINTON
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Bought 2,321,262 shs ($25.00M)
Increase in Position 162.7%
Type Security Shares Price Value
Purchase Common Stock F1, F2 2,321,262 $10.77 $25.00M
Holding Common Stock F3 -- -- --
Holding Common Stock F4 -- -- --
Holdings After Transaction: Common Stock — 5,568,424 shares (Indirect, See Footnote)
Holdings Before and After: Common Stock, 3,247,162 to 5,568,424 shares (Indirect, See Footnote)
Footnotes (4)
  1. F1. These shares were purchased on November 4, 2026 pursuant to a securities purchase agreement dated November 3, 2026 at a price per share of $10.77.
  2. F2. These shares are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Keith Crandell, Robert Nelsen, Kristina Burow, Paul Berns and Steven Gillis are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
  3. F3. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH IX. As managing directors of GPLLC, each of Keith Crandell, Robert Nelsen and Clinton Bybee (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by ARCH IX. Each of GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
  4. F4. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by ARCH Overage. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by ARCH Overage. Each of Overage GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
Common shares purchased 2,321,262 shares Purchased November 4, 2026
Purchase price $10.77 per share Purchase on November 4, 2026
securities purchase agreement financial
"pursuant to a securities purchase agreement dated November 3, 2026"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
general partner financial
"AVP XIII LP is the general partner of ARCH XIII"
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
beneficial ownership regulatory
"disclaims beneficial ownership except to the extent of their pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"except to the extent of their pecuniary interest therein, if any"

FAQ

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How many LYEL shares did ARCH Venture Fund XIII buy, and at what price?

ARCH Venture Fund XIII, L.P. purchased 2,321,262 Lyell common shares at $10.77 per share on November 4, 2026. The purchase was made under a securities purchase agreement dated November 3, 2026; no Rule 10b5-1 plan is reported.

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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*
ARCH Venture Fund XIII, L.P.

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(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)
11/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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 Stock11/04/2026(1)P(1)2,321,262A$10.77(1)3,747,790ISee Footnote(2)
Common Stock910,317ISee Footnote(3)
Common Stock910,317ISee Footnote(4)
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
1. Name and Address of Reporting Person*
ARCH Venture Fund XIII, L.P.

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Partners XIII, L.P.

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ARCH Venture Partners XIII, LLC

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
GILLIS STEVEN

(Last)(First)(Middle)
8755 WEST HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
NELSEN ROBERT

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Burow Kristina

(Last)(First)(Middle)
8755 W. HIGGINS ROAD,SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BERNS PAUL L

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BYBEE CLINTON

(Last)(First)(Middle)
8755 W. HIGGINS ROAD, SUITE 1025

(Street)
CHICAGO ILLINOIS 60631

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. These shares were purchased on November 4, 2026 pursuant to a securities purchase agreement dated November 3, 2026 at a price per share of $10.77.
2. These shares are directly held by ARCH Venture Fund XIII, L.P. ("ARCH XIII"). ARCH Venture Partners XIII, L.P. ("AVP XIII LP") is the general partner of ARCH XIII. ARCH Venture Partners XIII, LLC ("AVP XIII LLC") is the general partner of AVP XIII LP. Keith Crandell, Robert Nelsen, Kristina Burow, Paul Berns and Steven Gillis are members of the investment committee of AVP XIII LLC (the "AVP XIII LLC Committee Members"). Each of AVP XIII LP and AVP XIII LLC may be deemed to beneficially own the shares held by ARCH XIII, and each of the AVP XIII LLC Committee Members may be deemed to share the power to direct the disposition and vote of the shares held by ARCH XIII. Each of AVP XIII LP, AVP XIII LLC and the AVP XIII LLC Committee Members disclaims beneficial ownership except to the extent of their pecuniary interest therein, if any.
3. These shares are directly held by ARCH Venture Fund IX, L.P. ("ARCH IX"). ARCH Venture Partners IX, L.P. ("GPLP"), as the sole general partner of ARCH IX, may be deemed to beneficially own the shares held by ARCH IX. ARCH Venture Partners IX, LLC ("GPLLC"), as the sole general partner of GPLP, may be deemed to beneficially own the shares held by ARCH IX. As managing directors of GPLLC, each of Keith Crandell, Robert Nelsen and Clinton Bybee (the "ARCH Managing Directors"), may be deemed to beneficially own the shares held by ARCH IX. Each of GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
4. These shares are directly held by ARCH Venture Fund IX Overage, L.P. ("ARCH Overage"). ARCH Venture Partners IX Overage, L.P. ("Overage GPLP"), as the sole general partner of ARCH Overage, may be deemed to beneficially own the shares held by ARCH Overage. GPLLC, as the sole general partner of Overage GPLP, may be deemed to beneficially own the shares held by ARCH Overage. As managing directors of GPLLC, each of the ARCH Managing Directors may be deemed to beneficially own the shares held by ARCH Overage. Each of Overage GPLP, GPLLC and the ARCH Managing Directors disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
Remarks:
This Form 4 is one of two reports relating to the same transaction being filed jointly by ARCH Venture Partners XIII, LLC, ARCH Venture Partners XIII, L.P., ARCH Venture Fund XIII, L.P., Keith Crandell, Robert Nelsen, Kristina Burow, Steven Gillis, Paul Berns, Clinton Bybee, ARCH Venture Partners IX, LLC, ARCH Venture Partners IX, L.P., ARCH Venture Partners IX Overage, L.P., ARCH Venture Fund IX, L.P. and ARCH Venture Fund IX Overage, L.P.
ARCH Venture Fund XIII, L.P. By: ARCH Venture Partners XIII, L.P., its General Partner By: ARCH Venture Partners XIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director11/05/2026
ARCH Venture Partners XIII, L.P. By: ARCH Venture Partners XIII, LLC, its General Partner By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director11/05/2026
ARCH Venture Partners XIII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director11/05/2026
/s/ Keith Crandell, By: Mark McDonnell, attorney-in-fact11/05/2026
/s/ Steven Gillis, By: Mark McDonnell, attorney-in-fact11/05/2026
/s/ Robert Nelsen, By: Mark McDonnell, attorney-in-fact11/05/2026
/s/ Kristina Burow, By: Mark McDonnell, attorney-in-fact11/05/2026
/s/ Paul Berns, By: Mark McDonnell, attorney-in-fact11/05/2026
/s/ Clint Bybee, By: Mark McDonnell, attorney-in-fact11/05/2026
** 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)

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