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

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.

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

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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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)
08/20/2025

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	08/20/2025		A		8,000(1)	A	$0	16,759	D
Common Stock	08/21/2025		S		1,453(2)	D	$10.544(3)	15,306	D
Common Stock								10,000	I	Co-grantor and Co-trustee(4)

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. 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.

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

3. 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.

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.

	/s/ Charles W. Newton	08/22/2025
	** 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 shares did Lyell (LYEL) CFO Charles W. Newton receive on 08/20/2025?

Mr. Newton received 8,000 common shares from performance-based restricted stock units, with 4,000 issued on 08/20/2025 and 4,000 subject to issuance on 08/20/2026 pending service.

Why were 1,453 shares sold by Charles W. Newton on 08/21/2025?

The Form 4 states those shares were automatically sold to cover tax withholding obligations arising from the settlement of vested restricted stock units; the weighted average sale price was $10.544 per share.

How many Lyell shares does Charles W. Newton beneficially own after these transactions?

After the reported transactions he beneficially owns 16,759 shares directly and 10,000 shares indirectly through The Charles & Lisa Newton Living Trust.

Are any of the newly vested shares subject to forfeiture or future conditions?

Yes. The filing states 4,000 of the 8,000 shares will be issued on 08/20/2026 and are subject to the reporting person providing service through that date.

Was the performance vesting certified by the company?

Yes. The Form 4 notes the compensation committee certified achievement of certain performance criteria on the transaction date, triggering issuance.