Lyell Immunopharma (LYEL) grants CSO 50,000 options, small share sale

Rhea-AI Filing Summary

Lyell Immunopharma’s Chief Scientific Officer Gary K. Lee reported several equity transactions. On February 9, 2026, he acquired 4,000 shares of common stock at $0 from performance-based restricted stock units, bringing his direct holdings to 18,756 shares.

On February 10, 2026, Lee was granted an option for 50,000 shares of common stock at an exercise price of $23.71, vesting over time through February 9, 2036. That same day, 147 shares were sold at $23.12 to cover tax withholding from vested restricted stock units, leaving him with 18,609 common shares held directly.

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

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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).

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)
02/09/2026

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	02/09/2026		A		4,000(1)	A	$0	18,756(2)	D
Common Stock	02/10/2026		S		147(3)	D	$23.12	18,609	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
Option (right to buy)	$23.71	02/10/2026		A		50,000		(4)	02/09/2036	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. Pursuant to performance-based restricted stock units granted to the reporting person on February 9, 2024, 4,000 shares were issued on the Transaction Date upon the achievement of certain performance criteria certified by the compensation committee of the Issuer's board of directors on the Transaction Date.

2. Includes 390 shares acquired on November 18, 2025 under the Issuer's 2021 Employee Stock Purchase Plan.

3. Shares automatically sold to cover tax withholding obligation from settlement of vested restricted stock units.

4. Twelve and one-half percent (12.5%) of the total number of shares of Common Stock subject to the option will be vested and exercisable on the date that is six (6) months after February 9, 2026 (the "Vesting Commencement Date") and thereafter, an additional one fortyeighth (1/48th) of the shares will become vested and exercisable monthly on the same day as the Vesting Commencement Date (or, if there is no such corresponding day for a given month, on the last day of such month), until the option has become vested and exercisable with respect to one hundred percent (100%) of the shares, subject to the Reporting Person providing service to the Issuer through each applicable vesting date.

	/s/ Mark Meltz, Attorney-in-Fact	02/11/2026
	** 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 transactions did LYEL’s Chief Scientific Officer report?

Gary K. Lee reported acquiring 4,000 LYEL common shares from performance-based restricted stock units and being granted an option for 50,000 shares at $23.71. He also reported a small sale of 147 shares related to tax withholding obligations.

How many Lyell (LYEL) shares does the Chief Scientific Officer hold after these trades?

After the reported transactions, Gary K. Lee directly holds 18,609 shares of LYEL common stock. This figure reflects the 4,000-share issuance from performance-based units and the 147-share sale to cover tax withholding from vested restricted stock units.

What are the details of the 50,000-share stock option granted to LYEL’s CSO?

Gary K. Lee received an option for 50,000 LYEL shares with an exercise price of $23.71 on February 10, 2026. The option vests beginning six months after February 9, 2026 and then monthly, becoming fully vested by February 9, 2036, contingent on continued service.

Why were 147 shares of Lyell (LYEL) stock sold by the Chief Scientific Officer?

The 147 LYEL shares were automatically sold at $23.12 to cover tax withholding obligations arising from the settlement of vested restricted stock units. This sale was not described as a discretionary liquidation but as a withholding-related transaction tied to equity compensation.

How were the 4,000 new LYEL shares issued to the Chief Scientific Officer earned?

The 4,000 LYEL shares were issued upon achievement of performance criteria under performance-based restricted stock units granted on February 9, 2024. The compensation committee certified the performance on February 9, 2026, triggering issuance at $0 to the reporting person.

What is the vesting structure of Gary K. Lee’s 50,000 LYEL stock options?

Twelve and one-half percent (12.5%) of the 50,000 LYEL options vest six months after February 9, 2026, with the remainder vesting in equal 1/48th monthly installments. Full vesting requires that he continue providing service through each applicable vesting date.