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

Rhea-AI Filing Summary

Newton Charles W., Chief Financial Officer of Lyell Immunopharma, Inc., reported routine share sales to satisfy tax withholding on vested restricted stock units. He sold 131 shares on 08/11/2025 at a weighted average price of $10.526 (sale prices ranged $10.045–$11.00) and 136 shares on 08/12/2025 at a weighted average price of $10.338 (sale prices ranged $10.120–$10.415), for a total of 267 shares sold.

Following those transactions the filing shows beneficial ownership figures of 8,895 shares (after the 08/11 sale) and 8,759 shares (after the 08/12 sale). The report also discloses an indirect holding of 10,000 shares held by The Charles & Lisa Newton Living Trust, of which the reporting person is co-trustee and co-grantor. The filing notes 390 shares were acquired under the company ESPP on 05/18/2025 and that all share amounts reflect a 1-for-20 reverse stock split effected 05/30/2025.

Positive

• Sales were reported as automatic tax-withholding transactions, not discretionary open-market sales
• Reporting person retains indirect ownership of 10,000 shares via The Charles & Lisa Newton Living Trust
• Filing discloses ESPP acquisition (390 shares) and reverse split adjustments, improving transparency

Negative

• Officer sold a total of 267 shares in two transactions on 08/11/2025 and 08/12/2025
• Reported weighted-average sale prices: $10.526 and $10.338, with price ranges disclosed

Insights

Securities Analyst

TL;DR: Routine, non-discretionary insider sales to cover tax withholding; no new derivative activity reported.

The Form 4 documents automatic sales of vested restricted stock units totaling 267 shares executed on 08/11/2025 and 08/12/2025 with reported weighted-average proceeds of $10.526 and $10.338. These transactions are explicitly described as tax-withholding sales, not open-market discretionary dispositions. Beneficial ownership after the transactions is reported as 8,895 and 8,759 shares respectively, and an indirect holding of 10,000 shares is held in a family trust. No derivative securities are reported on Table II, indicating no options, warrants, or convertibles were transacted in this filing.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard executive reporting—sales were automatic for tax obligations; ownership remains concentrated via direct and trust holdings.

The filing clearly states the purpose of the sales as tax-withholding for vested RSUs, satisfying Form 4 disclosure requirements. The reporting person retains both direct beneficial ownership (reported as 8,759–8,895 shares after the trades) and significant indirect ownership through a trust (10,000 shares). The form also documents corporate events affecting share counts—a 1-for-20 reverse split—and notes 390 ESPP shares included in totals, ensuring reported figures reflect corporate actions and employee-plan acquisitions.

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
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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^*

Newton Charles W.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		S		131(1)	D	$10.526(2)	8,895(3)(4)	D
Common Stock	08/12/2025		S		136(5)	D	$10.338(6)	8,759(7)	D
Common Stock								10,000	I	Co-grantor and Co-trustee(8)

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 vested restricted stock units.

2. The price reported above reflects the weighted average price of the shares sold. The sale price ranged from $10.045 to $11.00 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 Fonn 4.

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

4. On May 30, 2025, the Issuer effected a 1-for-20 reverse stock split of its common stock. All share and amounts reported herein reflect the reverse stock split.

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

6. The price reported above reflects the weighted average price of the shares sold. The sale price ranged from $10.120 to $10.415 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.

7. On May 30, 2025, the Issuer effected a 1-for-20 reverse stock split of its common stock. All share and amounts reported herein reflect the reverse stock split.

8. Shares held by The Charles & Lisa Newton Living Trust. The Reporting Person is co-trustee and co-grantor of The Charles & Lisa Newton Living Trust.

	/s/ Allison Peth, Attorney-in-Fact	08/13/2025
	** 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 transactions did Newton Charles W. report on the LYEL Form 4?

He sold 131 shares on 08/11/2025 (weighted avg $10.526; range $10.045–$11.00) and 136 shares on 08/12/2025 (weighted avg $10.338; range $10.120–$10.415) to cover tax withholding on vested RSUs.

How many Lyell (LYEL) shares does the reporting person own after the reported transactions?

The filing reports beneficial ownership of 8,895 shares after the 08/11 sale and 8,759 shares after the 08/12 sale; additionally, 10,000 shares are held indirectly by a family trust.

Were these sales part of a 10b5-1 trading plan?

The filing does not indicate that the transactions were made pursuant to a Rule 10b5-1 trading plan; they are described as automatic tax-withholding sales.

Does the Form 4 report any derivative securities trades for Newton Charles W.?

No. Table II contains no entries reporting derivative securities such as options, warrants, or convertible transactions.

Did the filing reflect any corporate events that affect share counts?

Yes. The filing states all share amounts reflect a 1-for-20 reverse stock split effected 05/30/2025 and notes inclusion of 390 ESPP shares acquired 05/18/2025.