[Form 4] Vaxcyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Harpreet S. Dhaliwal, listed as Chief Technical Ops Officer and a director/officer of Vaxcyte, Inc. (PCVX), reported the surrender of 1,204 shares of common stock on 09/08/2025. The transaction is coded "F" and reflects shares surrendered to the issuer to cover tax withholding obligations arising from the vesting of restricted stock units (RSUs). The reported price per share for the disposition is $32.41. Following the transaction, Dhaliwal beneficially owned 33,670 shares, held directly. The Form 4 was signed on behalf of Dhaliwal by an attorney-in-fact on 09/10/2025. The filing was made by a single reporting person.

Positive

• Transaction disclosed on Form 4 with specific share count and price
• Shares surrendered were used solely to cover tax withholding from RSU vesting (not an open-market sale)

Negative

• Beneficial ownership decreased by 1,204 shares following the withholding
• Limited information on total outstanding company shares to assess materiality of the change

Insights

Securities Analyst

TL;DR: Routine RSU tax-withholding share surrender by an executive; non-sale disposition with limited market impact.

The filing documents a Code "F" disposition of 1,204 shares at $32.41 to satisfy tax withholding on vested RSUs. Because the shares were surrendered to the issuer rather than sold on the open market, this transaction does not represent a cash exit or an active reduction of float via open-market selling. The post-transaction beneficial ownership of 33,670 shares remains substantial for an individual officer but does not alone indicate a change in strategic ownership or control. Impact on valuation or liquidity is likely immaterial.

Corporate Governance Expert

TL;DR: Disclosure appears complete for a Section 16 filing; transaction consistent with routine RSU vesting and tax withholding.

The Form 4 shows the reporting person used the standard mechanism of share surrender to cover withholding on vested equity awards. The document specifies the relationship (officer/director), the exact number of shares surrendered, the per-share amount used for the withholding calculation, and the remaining beneficial ownership. The form was executed by an attorney-in-fact and filed as a single-person report, meeting typical procedural requirements for such insider events. There are no red flags of unusual trading or governance actions disclosed.

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).

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^*

Dhaliwal Harpreet S.

(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 Technical Ops Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		F		1,204(1)	D	$32.41	33,670	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

Explanation of Responses:

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

Remarks:

	Harpreet S. Dhaliwal, by /s/ Peter N. Efremenko, Attorney-In-Fact	09/10/2025
	** 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 did Harpreet S. Dhaliwal report on the Form 4 for PCVX?

The filing reports the surrender of 1,204 shares on 09/08/2025 at $32.41 per share to cover tax withholding from vested RSUs.

How many shares does Dhaliwal beneficially own after the reported transaction?

Following the transaction, Dhaliwal beneficially owned 33,670 shares, held directly.

Was the disposition an open-market sale or a withholding for taxes?

The transaction is coded "F" and explicitly represents shares surrendered to the issuer to satisfy tax withholding obligations on RSU vesting.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of Harpreet S. Dhaliwal by an attorney-in-fact, Peter N. Efremenko, on 09/10/2025.

Does this Form 4 indicate an executive selling shares for cash?

No. The filing shows shares were surrendered to cover taxes from RSU vesting, not sold on the open market for cash.