Lyell Immunopharma (LYEL) COO’s 89-share sale tied to RSU tax withholding

Rhea-AI Filing Summary

Lyell Immunopharma, Inc. Chief Operating Officer Stephen J. Hill reported an automatic sale of 89 shares of common stock on May 11, 2026 at a weighted average price of $18.92 per share. The shares were sold to cover tax withholding obligations from the settlement of vested restricted stock units. After this tax-related sale, Hill directly held 17,894 shares of Lyell Immunopharma common stock.

Insights

Equity compensation analyst

Small, routine tax-withholding sale tied to RSU vesting.

The transaction involves Lyell Immunopharma’s COO, who reported an automatic sale of 89 common shares at a weighted average price of $18.92 on May 11, 2026. A footnote explains the shares were sold to satisfy tax withholding from vested restricted stock units.

This type of sale is compensation-driven rather than a discretionary open-market trade, so it carries limited signaling value about management’s view of the stock. Following the sale, the officer still directly owns 17,894 shares, and no derivative positions are listed in this filing.

Insider Trade Summary

Net Seller: 89 shares ($1,684)

Net Sell 1 txn

Insider Hill Stephen J.

Role Chief Operating Officer

Sold 89 shs ($2K)

Type	Security	Shares	Price	Value
Sale	Common Stock	89	$18.92	$2K

Holdings After Transaction: Common Stock — 17,894 shares (Direct, null)

Footnotes (1)

1. Shares automatically sold to cover tax withholding obligation from settlement of vested restricted stock units. The price reported above reflects the weighted average price of the shares sold. The sale price ranged from $18.91 to $19.30 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. Includes 188 shares acquired on May 18, 2026 under the Issuer's 2021 Employee Stock Purchase Plan.

Key Figures

Shares sold: 89 shares Weighted average sale price: $18.92 per share Post-transaction holdings: 17,894 shares +2 more

5 metrics

Shares sold 89 shares Automatic sale on May 11, 2026 to cover tax withholding

Weighted average sale price $18.92 per share Common stock sold on May 11, 2026

Post-transaction holdings 17,894 shares Common stock directly held after May 11, 2026 transaction

Price range of sales $18.91–$19.30 per share Footnote describing actual trade prices within the reported average

ESPP shares included 188 shares Acquired May 18, 2026 under 2021 Employee Stock Purchase Plan

Key Terms

restricted stock units, weighted average price, Employee Stock Purchase Plan

3 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"The price reported above reflects the weighted average price of the shares sold."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Purchase Plan financial

"Includes 188 shares acquired on May 18, 2026 under the Issuer's 2021 Employee Stock Purchase Plan."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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Form 4 Insider Transactions: What Each Field Means →

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
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^*

Hill Stephen J.

(Last) (First) (Middle)

C/O LYELL IMMUNOPHARMA, INC.

201 HASKINS WAY

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		S		89(1)	D	$18.92(2)	17,894(3)	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

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 $18.91 to $19.30 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.

3. Includes 188 shares acquired on May 18, 2026 under the Issuer's 2021 Employee Stock Purchase Plan.

	/s/ Mark Meltz, Attorney-in-Fact	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Lyell Immunopharma (LYEL) report for Stephen J. Hill?

Lyell Immunopharma reported that COO Stephen J. Hill had 89 common shares sold at a weighted average price of $18.92. A footnote states the sale was automatic to cover tax withholding from the settlement of vested restricted stock units.

Was the LYEL insider sale by Stephen J. Hill a discretionary stock trade?

No. The filing explains the 89 shares sold were automatically disposed of to cover tax withholding arising from vested restricted stock units. This indicates a compensation-related tax event, not a voluntary open-market decision to reduce his investment in Lyell Immunopharma.

At what price were the 89 LYEL shares sold in the reported insider transaction?

The filing reports a weighted average sale price of $18.92 per share. A footnote notes the actual sale prices ranged from $18.91 to $19.30, and detailed price breakdowns are available upon request from the issuer, SEC staff, or Lyell security holders.

How many Lyell Immunopharma shares does Stephen J. Hill hold after the reported sale?

After the 89-share sale, Stephen J. Hill directly holds 17,894 shares of Lyell Immunopharma common stock. A separate footnote notes this total includes 188 shares acquired on May 18, 2026, under the company’s 2021 Employee Stock Purchase Plan.

What do the footnotes in the LYEL Form 4 say about the insider transaction?

One footnote clarifies the 89 shares were sold automatically to satisfy tax withholding from vested restricted stock units. Another explains the reported $18.92 price is a weighted average, with trades occurring between $18.91 and $19.30 per share, and details available on request.

Does the LYEL Form 4 mention Lyell’s Employee Stock Purchase Plan?

Yes. A footnote states that Stephen J. Hill’s holdings include 188 shares acquired on May 18, 2026 under Lyell Immunopharma’s 2021 Employee Stock Purchase Plan. This clarifies that part of his position comes from ongoing employee share purchase activity.