Lyell Immunopharma (LYEL) CEO sells shares to cover RSU tax

Rhea-AI Filing Summary

Lyell Immunopharma’s President and CEO, Lynn Seely, reported an open‑market sale of company stock. On February 11, 2026, she sold 7,455 shares of common stock at a weighted average price of $23.39 per share. According to the filing, these shares were automatically sold to satisfy tax withholding obligations arising from the settlement of performance-based vested restricted stock units, rather than a discretionary sale of investment holdings. After this transaction, Seely directly beneficially owned 74,266 shares of Lyell Immunopharma common stock.

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)
02/11/2026

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	02/11/2026		S		7,455(1)	D	$23.39(2)	74,266	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 performance-based vested restricted stock units.

2. The price reported above reflects the weighted average price of the shares sold. The sale price ranged from $23.3939 to $24.7850 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.

	/s/ Mark Meltz, Attorney-in-Fact	02/12/2026
	** 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 transaction did LYEL CEO Lynn Seely report on this Form 4?

Lynn Seely reported selling 7,455 shares of Lyell Immunopharma common stock. The sale occurred on February 11, 2026, as an open‑market transaction, with a weighted average price of $23.39 per share, and was tied to tax withholding on vested performance-based RSUs.

Why did the LYEL CEO’s 7,455-share sale take place?

The 7,455 shares were automatically sold to cover tax withholding obligations. These obligations arose from the settlement of performance-based restricted stock units that had vested, meaning the transaction was driven by tax requirements rather than a discretionary portfolio decision by the CEO.

What price did Lynn Seely receive for LYEL shares sold on February 11, 2026?

The filing reports a weighted average sale price of $23.39 per share. Actual sale prices ranged from $23.3939 to $24.7850 per share, and detailed trade-level pricing is available upon request to the issuer, SEC staff, or a Lyell Immunopharma security holder.

How many LYEL shares does CEO Lynn Seely own after the reported sale?

After the transaction, Lynn Seely beneficially owned 74,266 Lyell Immunopharma common shares directly. This figure reflects her holdings following the 7,455-share sale used to satisfy tax withholding obligations related to the vesting and settlement of performance-based restricted stock units.

Is the LYEL CEO’s February 2026 stock sale described as an open-market sale?

Yes, the Form 4 describes the transaction with code “S,” indicating an open‑market or private sale. While it was an open‑market sale, the filing notes it was automatically executed to cover tax withholding from vested performance-based restricted stock units.

Does the LYEL Form 4 indicate any derivative securities activity for Lynn Seely?

No derivative securities transactions are listed in the provided Table II. The reported activity relates only to non-derivative common stock, tied to tax withholding from the settlement of performance-based restricted stock units rather than option exercises or other derivative instruments.