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PCVX Insider Filing: Guggenhime Reports RSU Withholding Sales at $31.56

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Andrew Guggenhime, listed as President and CFO of Vaxcyte, Inc. (PCVX) and a director, reported multiple dispositions of common stock tied to the vesting of restricted stock units (RSUs). On 09/02/2025 he surrendered 1,270, 2,381, and 1,429 shares to the issuer to cover tax withholding at a price of $31.56 per share. After those transactions his reported beneficial ownership in the class was 131,009, 128,628, and 127,199 shares on the separate reported lines. The filing notes that the total includes 329 shares acquired under the company Employee Stock Purchase Plan on May 16, 2025. The transactions appear to be routine tax-withholding actions related to RSU vesting.

Positive

  • Continued significant ownership: Reported beneficial holdings remain in the low hundreds of thousands of shares, indicating continued executive alignment with shareholder interests
  • Clear disclosure: Form 4 specifies that surrendered shares were for tax withholding and discloses ESPP shares, supporting transparency

Negative

  • Reduction in beneficial shares: Surrenders totaling 5,080 shares reduced reported holdings, though they were for tax withholding rather than open-market sales

Insights

TL;DR: Routine RSU tax-withholding sales by a senior executive; not a directional trading signal.

The reporting shows three separate share surrenders tied to RSU vesting executed at $31.56 per share to satisfy tax withholding obligations. Such transactions reduce outstanding beneficial ownership but are common when executives receive equity compensation. The remaining reported holdings (in the hundreds of thousands of shares) indicate continued equity exposure to the company. There is no indication in the Form 4 of open-market sales or other cash-disposition motives beyond withholding.

TL;DR: Standard compliance disclosure for RSU vesting and tax withholding; governance processes appear followed.

The Form 4 identifies the reporting person as an officer and director and documents share withholding to cover tax obligations from vested RSUs, a routine corporate practice. The inclusion of ESPP-acquired shares in the aggregate beneficial ownership is clearly disclosed. No departures from typical Section 16 reporting practices are evident based on the disclosed entries.

Insider GUGGENHIME ANDREW
Role PRESIDENT AND CFO
Type Security Shares Price Value
Tax Withholding Common Stock 1,270 $31.56 $40K
Tax Withholding Common Stock 2,381 $31.56 $75K
Tax Withholding Common Stock 1,429 $31.56 $45K
Holdings After Transaction: Common Stock — 131,009 shares (Direct)
Footnotes (1)
  1. Represents shares surrendered to the Issuer to cover applicable tax withholding obligations realized upon the vesting of RSUs. Includes 329 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2025.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
GUGGENHIME ANDREW

(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)
PRESIDENT AND CFO
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
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 09/02/2025 F 1,270(1) D $31.56 131,009(2) D
Common Stock 09/02/2025 F 2,381(1) D $31.56 128,628 D
Common Stock 09/02/2025 F 1,429(1) D $31.56 127,199 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.
2. Includes 329 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2025.
Remarks:
Andrew Guggenhime, by /s/ Peter N. Efremenko, Attorney-In-Fact 09/04/2025
** 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 transactions did Andrew Guggenhime report for PCVX?

He reported surrendering 1,270, 2,381, and 1,429 shares related to RSU vesting to cover tax withholding at $31.56 per share on 09/02/2025.

How many shares does Guggenhime beneficially own after the reported transactions?

The filing shows reported beneficial ownership figures of 131,009, 128,628, and 127,199 on the respective reported lines.

Do the transactions indicate open-market sales?

No. The Form 4 explains the shares were surrendered to the issuer to satisfy tax withholding obligations realized upon RSU vesting.

Are any Employee Stock Purchase Plan (ESPP) shares included in the ownership total?

Yes. The filing states 329 shares acquired under the issuer's ESPP on May 16, 2025 are included in the beneficial ownership total.

What is the reported price per share for the withholding transactions?

The Form 4 lists a price of $31.56 per share for the reported dispositions.