COO at Vaxcyte (PCVX) gets RSUs, options and withholds shares for tax

Rhea-AI Filing Summary

Vaxcyte, Inc. chief operating officer Jim Wassil reported equity compensation activity and related tax withholdings. He received 32,045 restricted stock units at a grant price of $0.00 per share, plus an additional 5,102 RSUs at $61.74 per share. He was also granted a stock option for 53,566 shares at a $0.00 exercise price, vesting in monthly installments beginning March 26, 2026.

To cover tax obligations from RSU vesting, shares of common stock were surrendered back to the company: 1,900 shares at $61.74 per share, 898 shares at $61.98 per share, and 1,009 shares at $61.98 per share. After these transactions, he directly owned 175,188 shares of 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^*

Wassil Jim

(Last) (First) (Middle)

C/O VAXCYTE, INC.

825 INDUSTRIAL ROAD, STE. 300

(Street)

SAN CARLOS CA 94070

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vaxcyte, Inc. [ PCVX ]

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)
02/26/2026

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	02/26/2026		A		32,045(1)	A	$0	173,893	D
Common Stock	02/27/2026		A		5,102(2)	A	$61.74	178,995	D
Common Stock	02/27/2026		F		1,900(3)	D	$61.74	177,095	D
Common Stock	02/28/2026		F		898(3)	D	$61.98	176,197	D
Common Stock	03/02/2026		F		1,009(3)	D	$61.98	175,188	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
Stock Option (right to buy)	$60	02/26/2026		A		53,566		(4)	02/26/2036	Common Stock	53,566	$0	53,566	D

Explanation of Responses:

1. Represents the number of shares of Common Stock underlying restricted stock units ("RSUs"). Each RSU represents the contingent right to receive one share of the Issuer's Common Stock. The RSUs vest as to 1/4 of the shares subject to the award on September 7, 2026 and 1/8 of the shares every six months thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

2. Represents RSUs issued in lieu of a cash bonus by election of the Reporting Person, such election available to all of Issuer's senior management. The RSUs are fully vested upon the date of grant.

3. Represents shares surrendered to the Issuer to cover applicable tax withholding obligations realized upon the vesting of RSUs.

4. 1/48 of shares subject to the option vest on March 26, 2026, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

Remarks:

	Jim Wassil, by /s/ Peter N. Efremenko, Attorney-In-Fact	03/02/2026
	** 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 equity awards did Vaxcyte (PCVX) COO Jim Wassil receive?

Jim Wassil received 32,045 restricted stock units at a grant price of $0.00 and 5,102 additional RSUs at $61.74 per share. He was also granted a stock option covering 53,566 shares with a $0.00 exercise price, vesting over time.

How do the new stock options for Vaxcyte (PCVX) COO vest?

The option for 53,566 shares vests as to 1/48 of the shares on March 26, 2026, with 1/48 vesting monthly thereafter. Vesting continues only while Jim Wassil maintains continuous service with Vaxcyte through each applicable vesting date.

Why did Vaxcyte (PCVX) COO surrender common shares in these transactions?

Common shares were surrendered to Vaxcyte to satisfy tax withholding obligations triggered by RSU vesting. These tax-withholding dispositions involved 1,900 shares at $61.74 and 898 and 1,009 shares at $61.98, rather than open-market sales for investment purposes.

How many Vaxcyte (PCVX) shares does the COO own after these transactions?

Following the reported grants and tax-withholding share surrenders, Jim Wassil directly owned 175,188 shares of Vaxcyte common stock. This figure reflects his updated direct holdings after accounting for both newly granted RSUs and option awards and the shares surrendered.

Were any of the Vaxcyte (PCVX) insider transactions open-market buys or sells?

No, the reported dispositions were coded as tax-withholding events, not open-market trades. Shares were delivered back to Vaxcyte to cover tax liabilities from vesting RSUs, while acquisitions reflect equity awards and option grants rather than market purchases.