PCVX Form 4: CFO Tax-Withholding Share Surrender of 2,890 Shares

Rhea-AI Filing Summary

Insider transaction at Vaxcyte, Inc. (PCVX): The reporting person, Andrew Guggenhime (President and CFO), recorded a disposition of 2,890 shares of Vaxcyte common stock on 09/08/2025 at a price of $32.41 per share. After the transaction, Mr. Guggenhime beneficially owned 124,309 shares. The filing explains these shares were surrendered to the issuer to cover applicable tax withholding obligations arising when restricted stock units vested, indicating the transfer was related to tax withholding rather than an open-market sale. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Disposition was for tax withholding related to RSU vesting, indicating an administrative settlement rather than an opportunistic open-market sale
• Reporting person remains materially invested with 124,309 shares beneficially owned after the transaction

Negative

• 2,890 shares were disposed, which reduced the reporting person's free shares, though purpose was tax withholding
• Filing lacks context about total outstanding shares or prior transaction patterns to assess materiality

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share surrender by a senior officer; not a clear signal of changed company outlook.

The reported disposition of 2,890 shares at $32.41 appears to have been executed to satisfy tax withholding obligations tied to RSU vesting rather than an opportunistic cash sale. Such actions are common for executives receiving equity compensation and typically reflect normal compensation mechanics. The remaining beneficial ownership of 124,309 shares maintains meaningful alignment with shareholders, though materiality relative to total outstanding shares is not disclosed in this filing.

Securities Analyst

TL;DR: Transaction is administrative; no evident material impact on investor valuation from this Form 4 alone.

The Form 4 shows a single-line disposition coded as related to tax withholding. The per-share price of $32.41 is reported but the filing does not indicate open-market selling or a change in trading plan. Without additional context on outstanding share count or a pattern of sales, this isolated surrender tied to RSU vesting should be viewed as routine compensation settlement rather than a directional insider trade.

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^*

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)
09/08/2025

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		2,890(1)	D	$32.41	124,309	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:

	Andrew Guggenhime, by /s/ Peter N. Efremenko, Attorney-In-Fact	09/08/2025
	** 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 Andrew Guggenhime report on Form 4 for PCVX?

The Form 4 reports a disposition of 2,890 shares on 09/08/2025 at $32.41 per share; 124,309 shares remained beneficially owned.

Why were the 2,890 PCVX shares disposed of?

The filing states the shares were surrendered to the issuer to cover tax withholding obligations realized upon the vesting of restricted stock units (RSUs).

Did the Form 4 indicate an open-market sale for PCVX shares?

No. The filing explains the transfer was for tax withholding related to RSU vesting; it does not state an open-market sale or trading plan execution.

How much was the reported per-share price on the transaction?

The reported price was $32.41 per share for the disposed shares.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Peter N. Efremenko, Attorney-In-Fact on behalf of Andrew Guggenhime on 09/08/2025.