Vaxcyte (PCVX) CEO receives large RSU and option grants, surrenders shares for tax

Rhea-AI Filing Summary

Vaxcyte, Inc. director and chief executive officer Grant Pickering reported equity compensation grants and related tax-withholding share dispositions. On February 26, 2026, he received a grant of 105,110 shares of Common Stock and a stock option for 175,698 shares, both at a stated price of $0.00 per share, as awards. The option vests as to 1/48 of the shares on March 26, 2026, then 1/48 monthly thereafter, subject to continued service. The common stock award represents RSUs that vest 1/4 on September 7, 2026 and 1/8 every six months after, also contingent on continued service. To cover tax withholding from RSU vesting, he surrendered 2,531 shares on March 2, 2026 and 2,863 shares on February 28, 2026 at $61.98 per share. After these transactions, he directly owned just over 500,000 Common Stock shares, with additional indirect holdings reported through trusts for the benefit of his son and daughter.

Insights

Equity compensation analyst

Equity awards drive holdings change; tax surrenders are non-market.

The filing shows Grant Pickering receiving sizable equity compensation: 105,110 RSU-based Common Stock shares and options for 175,698 shares. These awards increase his potential long-term exposure to Vaxcyte stock through time-based vesting schedules tied to continued service.

The F-code transactions involve surrendering 5,394 shares at $61.98 per share to satisfy tax withholding from RSU vesting, rather than open-market selling. This keeps cash flow neutral to the executive and does not reflect discretionary trading decisions.

Indirect holdings are also reported via trusts benefiting his son and daughter, indicating additional family-related exposure to the stock. Future company filings may detail how many RSUs and options ultimately vest over time under these schedules.

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^*

PICKERING GRANT

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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		105,110(1)	A	$0	506,018	D
Common Stock	02/28/2026		F		2,863(2)	D	$61.98	503,155	D
Common Stock	03/02/2026		F		2,531(2)	D	$61.98	500,624	D
Common Stock								136,215	I	By Children's Trust(3)
Common Stock								136,215	I	By Children's Trust(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
Stock Option (right to buy)	$60	02/26/2026		A		175,698		(5)	02/26/2036	Common Stock	175,698	$0	175,698	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 shares surrendered to the Issuer to cover applicable tax withholding obligations realized upon the vesting of RSUs.

3. Shares are held directly by a trust for the benefit of the Reporting Person's son.

4. Shares are held directly by a trust for the benefit of the Reporting Person's daughter.

5. 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:

	Grant Pickering, 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 insider transactions did Vaxcyte (PCVX) CEO Grant Pickering report?

Grant Pickering reported equity awards and related tax surrenders. He received 105,110 RSU-based Common Stock shares and options for 175,698 shares, then surrendered 5,394 shares at $61.98 per share to cover tax withholding from RSU vesting, rather than selling in the market.

How many Vaxcyte (PCVX) shares did the CEO surrender for tax withholding?

He surrendered 5,394 shares in total for tax withholding. This comprised 2,531 shares on March 2, 2026, and 2,863 shares on February 28, 2026, both at $61.98 per share, to satisfy obligations triggered by RSU vesting events.

What equity awards did the Vaxcyte (PCVX) CEO receive in this Form 4?

He received 105,110 shares of Common Stock tied to RSUs and a stock option covering 175,698 shares. The stock award and option both have vesting schedules based on continued service, rather than being immediately exercisable or fully vested on the grant date.

How do the RSUs granted to the Vaxcyte (PCVX) CEO vest over time?

The RSUs vest 1/4 of the shares on September 7, 2026, then 1/8 every six months afterward. Each vesting date requires Grant Pickering to remain in continuous service with Vaxcyte, aligning the award with ongoing employment and long-term performance.

What is the vesting schedule for the Vaxcyte (PCVX) CEO stock option grant?

The stock option vests 1/48 of the shares on March 26, 2026, then 1/48 monthly after that. Vesting continues only if Grant Pickering remains in continuous service with Vaxcyte, gradually expanding his right to purchase shares over the full option term.

Does the Vaxcyte (PCVX) CEO have indirect share holdings through family trusts?

Yes. The filing reports Common Stock held indirectly through trusts for the benefit of his son and daughter. These trusts hold shares for the children’s benefit, adding to the family’s overall exposure to Vaxcyte without changing the directly owned share count reported for the CEO.