Vaxcyte (PCVX) finance SVP exercises options and sells 2,500 shares

Rhea-AI Filing Summary

Vaxcyte, Inc. SVP, Finance & CAO Elvia Cowan exercised stock options and sold shares in a routine, partially pre-planned transaction. Cowan exercised options for 2,500 shares of common stock at $25.92 per share and then sold 2,500 shares at an average price of $58.5927 per share.

The filing also shows 495 shares of common stock were surrendered to Vaxcyte to cover tax withholding obligations upon RSU vesting, which is described as a non-market disposition. After these transactions, Cowan directly holds 30,867 shares of Vaxcyte common stock. The sale was carried out under a Rule 10b5-1 trading plan adopted on December 8, 2025, indicating it was pre-scheduled rather than opportunistic.

Insights

Equity compensation and insider-trading specialist

Routine option exercise-and-sell plus tax withholding, with a pre-planned sale.

Elvia Cowan, SVP, Finance & CAO of Vaxcyte, exercised options for 2,500 shares at an exercise price of $25.92 and sold 2,500 common shares at about $58.5927. This is a classic exercise-and-sell pattern converting an option position into cash.

The filing notes 495 shares were withheld to satisfy tax obligations upon RSU vesting, which is a mechanistic disposition rather than an open-market sale. After the transactions, Cowan still directly owns 30,867 shares, so the 2,500-share sale represents a relatively small portion of her equity stake.

A key detail is that the sale was executed under a Rule 10b5-1 trading plan adopted on December 8, 2025. Such plans are established in advance and automatically trigger trades, which generally makes the timing less informative about Cowan’s short-term view of PCVX. Subsequent company filings may give a fuller picture of her ongoing equity position and additional plan-driven activity.

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

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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).

X

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^*

Cowan Elvia

(Last) (First) (Middle)

C/O VAXCYTE, INC.

825 INDUSTRIAL ROAD, SUITE 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)
	SVP, Finance & CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		F		495(1)	D	$59.32	30,867	D
Common Stock	03/11/2026		M		2,500	A	$25.92	33,367	D
Common Stock	03/11/2026		S(2)		2,500	D	$58.5927	30,867	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)	$25.92	03/11/2026		M			2,500	(3)	08/08/2032	Common Stock	2,500	$0	96,068	D

Explanation of Responses:

1. Represents shares surrendered to the Issuer to cover applicable tax withholding obligations realized upon the vesting of RSUs. No other shares of common stock subject to the restrictions on transfer set forth in a Lock-Up Agreement dated January 29, 2026 were sold by the Reporting Person.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 8, 2025.

3. 1/4 of the shares subject to the option vested on July 1, 2023, and 1/48 of the shares vest monthly thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

Remarks:

	Elvia Cowan, by /s/ Peter N. Efremenko, Attorney-In-Fact	03/11/2026
	** 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).
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 transactions did Vaxcyte (PCVX) report for Elvia Cowan?

Vaxcyte reported that SVP, Finance & CAO Elvia Cowan exercised stock options for 2,500 common shares at $25.92 and sold 2,500 shares at about $58.5927. She also surrendered 495 shares to cover tax withholding on vested RSUs, a non-market disposition.

How many Vaxcyte (PCVX) shares does Elvia Cowan hold after this Form 4?

After the reported transactions, Elvia Cowan directly holds 30,867 shares of Vaxcyte common stock. This follows an option exercise of 2,500 shares, a sale of 2,500 shares, and a 495-share surrender for tax withholding related to restricted stock unit vesting.

Was the Vaxcyte (PCVX) insider sale by Elvia Cowan pre-planned under Rule 10b5-1?

Yes, the Form 4 states that the sales were effected under a Rule 10b5-1 trading plan adopted on December 8, 2025. Such plans pre-schedule trades, so the timing typically reflects prearranged instructions rather than a reactive decision based on recent market conditions.

What does the tax-withholding transaction mean in Vaxcyte’s (PCVX) Form 4?

The 495-share transaction represents shares surrendered to Vaxcyte to cover tax withholding obligations triggered by RSU vesting. It is coded as a tax-withholding disposition, not an open-market sale, and is a common administrative step in equity compensation programs rather than a discretionary trade.

What option activity did Vaxcyte (PCVX) disclose for Elvia Cowan?

Vaxcyte disclosed that Elvia Cowan exercised a stock option covering 2,500 shares of common stock at an exercise price of $25.92 per share. The option originally vested over time, with one-quarter vesting on July 1, 2023 and the remainder vesting monthly thereafter, subject to continued service.

Does Elvia Cowan’s Vaxcyte (PCVX) Form 4 show net buying or selling?

The Form 4 shows a net sale of 2,500 shares when combining the option exercise and same-day sale activity. However, Cowan retains 30,867 directly held shares, and part of the share reduction reflects automatic tax withholding on RSU vesting rather than discretionary selling.