Lyell (LYEL) CEO Lynn Seely granted 155,000 options and sells shares for taxes

Rhea-AI Filing Summary

Lyell Immunopharma President and CEO Lynn Seely reported several equity compensation transactions. On February 9, 2026, Seely acquired 20,000 shares of common stock at $0, issued upon achievement of performance-based restricted stock unit criteria, bringing direct holdings to 82,159 shares.

On February 10, 2026, Seely sold 438 common shares at $23.12 per share, described as an automatic sale to cover tax withholding from vested restricted stock units, leaving 81,721 shares held directly. Also on February 10, Seely received a new option grant for 155,000 shares at an exercise price of $23.71 per share, vesting 12.5% six months after February 9, 2026 and then monthly in equal installments until fully vested, contingent on continued service.

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^*

Seely Lynn

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		20,000(1)	A	$0	82,159	D
Common Stock	02/10/2026		S		438(2)	D	$23.12	81,721	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		155,000		(3)	02/09/2036	Common Stock	155,000	$0	155,000	D

Explanation of Responses:

1. Pursuant to performance-based restricted stock units granted to the reporting person on February 9, 2024, 20,000 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. Shares automatically sold to cover tax withholding obligation from settlement of vested restricted stock units.

3. 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 forty-eighth (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.
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FAQ

What did LYEL CEO Lynn Seely report in this Form 4 filing?

Lynn Seely reported equity compensation activity including performance-based share issuance, a small share sale, and a new stock option grant. These transactions adjust her direct ownership and outline long-term incentive alignment through time-vested options and previously awarded restricted stock units.

How many Lyell (LYEL) common shares did Lynn Seely acquire and at what cost?

Seely acquired 20,000 Lyell common shares at $0 per share. These were issued when performance criteria tied to prior performance-based restricted stock units were certified as achieved by the compensation committee, increasing her directly held common stock position on the transaction date.

Why did Lynn Seely sell 438 shares of Lyell Immunopharma (LYEL) stock?

The 438 common shares were automatically sold at $23.12 per share to cover tax withholding obligations. The filing explains this sale resulted from the settlement of vested restricted stock units rather than a discretionary open-market reduction of Seely’s investment in the company.

What stock options did LYEL grant to CEO Lynn Seely in this report?

Seely received an option to buy 155,000 Lyell common shares at an exercise price of $23.71. The options vest 12.5% six months after February 9, 2026, then monthly in equal 1/48th increments, assuming continued service to the company through each vesting date.

How many Lyell (LYEL) shares does Lynn Seely own after these transactions?

After the reported share issuance and tax-related sale, Seely directly owns 81,721 Lyell common shares. She also holds 155,000 stock options, which provide the right to purchase additional shares over time as they vest, subject to continued service requirements.

Are Lynn Seely’s Lyell (LYEL) stock options immediately exercisable?

No, the stock options are not fully exercisable immediately. Twelve and one-half percent of the 155,000 underlying shares vest six months after February 9, 2026, with the remaining shares vesting monthly in equal installments, contingent on her ongoing service to Lyell.