LYEL Form 4: Newton Vesting Adds 8,000 Shares, Tax Sale of 1,453
Rhea-AI Filing Summary
Lyell Immunopharma insider trades by CFO Charles W. Newton: On 08/20/2025 Mr. Newton received 8,000 shares of Common Stock from performance-based restricted stock units that vested after certification by the compensation committee; 4,000 of those shares are immediately issued and 4,000 remain contingent for issuance on 08/20/2026 subject to continued service. Following the 08/20 issuance his beneficial ownership totaled 16,759 shares (direct).
On 08/21/2025 he sold 1,453 shares at a weighted average price of $10.544 per share to cover tax withholding. He also beneficially owns 10,000 shares indirectly through The Charles & Lisa Newton Living Trust, where he is co-trustee and co-grantor.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine vesting and small tax-cover sale; net direct holdings modestly increased.
The Form 4 discloses a performance-based restricted stock unit vesting event that added 8,000 common shares (4,000 issued immediately, 4,000 subject to future service through 08/20/2026). A subsequent automatic sale of 1,453 shares at a weighted average price of $10.544 was executed solely to satisfy tax withholding. These disclosures are standard for executive compensation settlement and do not indicate discretionary monetization beyond required withholding. Direct beneficial ownership after the transactions is 16,759 shares, with an additional 10,000 shares held indirectly via a family trust.
TL;DR: Governance controls appear functioning; issuance certified by compensation committee and trustee role disclosed.
The filing notes that the compensation committee certified achievement of performance criteria for the restricted stock units, triggering issuance. The reporting person properly disclosed both direct and indirect holdings and the tax-related sale. The co-trustee/co-grantor status for the living trust is disclosed, clarifying the nature of indirect ownership. No unusual timing, large disposals, or related-party transfers are evident in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 1,453 | $10.544 | $15K |
| Grant/Award | Common Stock | 8,000 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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 and 4,000 shares will be issued on August 20, 2026, subject to the reporting person providing service through such date. 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 $10.49 to $10.64 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. 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.
