65,000-share option grant to Lyell (NASDAQ: LYEL) COO Hill

Rhea-AI Filing Summary

Lyell Immunopharma Chief Operating Officer Stephen J. Hill reported several equity transactions. He received 4,000 shares of common stock on February 9, 2026 from performance-based restricted stock units that vested after meeting certified performance criteria. On February 10, 2026 he was granted an option for 65,000 shares of common stock at an exercise price of $23.71 per share, with vesting beginning six months after February 9, 2026 and continuing monthly until fully vested, contingent on continued service. Also on February 10, he sold 109 shares at $23.12 per share to cover tax withholding from vested restricted stock units, leaving him with 19,031 common shares held directly.

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^*

Hill Stephen J.

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		4,000(1)	A	$0	19,140(2)	D
Common Stock	02/10/2026		S		109(3)	D	$23.12	19,031	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
Option (right to buy)	$23.71	02/10/2026		A		65,000		(4)	02/09/2036	Common Stock	65,000	$0	65,000	D

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.

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

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

4. Twelve and one-half percent (12.5%) of the total number of shares of Common Stock subject to the option will be vested and exercisable on the date that is six (6) months after February 9, 2026 (the "Vesting Commencement Date") and thereafter, an additional one fortyeighth (1/48th) of the shares will become vested and exercisable monthly on the same day as the Vesting Commencement Date (or, if there is no such corresponding day for a given month, on the last day of such month), until the option has become vested and exercisable with respect to one hundred percent (100%) of the shares, subject to the Reporting Person providing service to the Issuer through each applicable vesting date.

	/s/ Mark Meltz, Attorney-in-Fact	02/11/2026
	** 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).
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FAQ

What insider transactions did LYEL COO Stephen J. Hill report on this Form 4?

Stephen J. Hill reported receiving 4,000 performance-based common shares, a grant of options for 65,000 shares, and selling 109 shares. The sale was to cover tax withholding related to vested restricted stock units, and he continues to hold 19,031 common shares directly.

How many Lyell (LYEL) shares did the COO acquire through awards in this filing?

The COO acquired 4,000 shares of common stock from vested performance-based restricted stock units and an option over 65,000 shares. The 4,000 shares were issued at no cost upon meeting performance criteria certified by the compensation committee on February 9, 2026.

What are the key terms of the 65,000-share stock option granted to the LYEL COO?

The option covers 65,000 shares of Lyell common stock at an exercise price of $23.71 per share. Twelve and one-half percent vests six months after February 9, 2026, with the remainder vesting monthly, subject to the COO’s continued service to the company.

Why did Lyell (LYEL) COO Stephen J. Hill sell 109 shares of common stock?

The 109 shares were automatically sold at $23.12 per share to satisfy tax withholding obligations from the settlement of vested restricted stock units. This type of sale is described as being specifically for tax coverage rather than a discretionary reduction in his ownership.

How many Lyell (LYEL) shares does the COO hold after these Form 4 transactions?

After the reported transactions, Stephen J. Hill holds 19,031 shares of Lyell common stock directly. This figure reflects the issuance of 4,000 shares from performance-based units and the sale of 109 shares to cover tax withholding, as disclosed in the filing tables.

Do the reported LYEL equity awards depend on continued service by the COO?

Yes. The 65,000-share option vests over time only if the COO continues providing service to Lyell. After an initial vesting of 12.5% six months after February 9, 2026, additional portions vest monthly, conditioned on his ongoing service through each vesting date.