[Form 4] Vaxcyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Vaxcyte, Inc. (PCVX) Form 4: Elvia Cowan, SVP Finance, reported equity awards and purchases. On 08/29/2025 she was granted 2,810 restricted stock units (RSUs) that convert to common shares at vesting and a stock option covering 9,743 shares with an exercise price of $30.79 that vests monthly beginning 09/29/2025 and expires 08/29/2035. Following the reported RSU grant the filing shows she beneficially owns 27,205 shares, which includes 289 shares acquired under the Employee Stock Purchase Plan on 05/16/2025. All reported holdings are direct.

Positive

• Equity awards align executive incentives via RSUs and options that vest over multiple years
• Clear disclosure of vesting schedules and exercise price enhances transparency for investors

Negative

• Grants create potential dilution if and when options are exercised and RSUs vest
• No sale activity reported, so there is no liquidity or diversification by the reporting person

Insights

Securities Analyst

TL;DR: Routine executive compensation grants; not an immediate liquidity event and likely intended for retention and alignment with shareholders.

The Form 4 discloses standard equity-based compensation: RSUs with multi-year vesting and an option grant with a 10-year term and monthly vesting after initial cliff. These are typical instruments to align a senior finance officer’s incentives with long-term shareholder value. The exercise price of $30.79 sets the strike for potential future purchases but does not indicate any exercised transactions. The incremental dilution from these awards is modest relative to typical public-company share counts, and no sales or transfers reducing ownership were reported.

Corporate Governance Expert

TL;DR: Disclosure is clear and complete for the reported grants; vesting schedules and direct ownership are specified.

The filing provides required detail: grant types, vesting cadence, exercise price, and post-transaction beneficial ownership. RSU vesting (25% then 12.5% semiannually) and option vesting (1/48 monthly after a one-month initial increment) are explicitly stated, supporting transparency on when shares may be delivered. No indication of a 10b5-1 plan or sales; the form appears consistent with governance best practices for executive award disclosures.

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
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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^*

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	09/07/2025		A		2,810(1)	A	$0	27,205(2)	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)	$30.79	08/29/2025		A		9,743		(3)	08/29/2035	Common Stock	9,743	$0	9,743	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 25% of the shares subject to the award on March 7, 2026 and 12.5% of the shares every six months thereafter, subject to Reporting Person's continuous service with the Issuer through each such date.

2. Includes 289 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2025.

3. 1/48 of shares subject to the option vest on September 29, 2025, 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	08/29/2025
	** 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 Elvia Cowan report on the PCVX Form 4?

The filing reports a grant of 2,810 RSUs and a stock option for 9,743 shares with an exercise price of $30.79, both dated 08/29/2025.

How many shares does Elvia Cowan beneficially own after these transactions?

The filing states she beneficially owns 27,205 shares following the reported transactions, which includes 289 ESPP shares acquired on 05/16/2025.

What are the vesting terms for the RSUs and options?

The RSUs vest 25% on March 7, 2026 and 12.5% every six months thereafter. The option vests 1/48 on 09/29/2025 and 1/48 monthly thereafter.

Are the reported holdings direct or indirect?

All reported ownership is listed as Direct (D) in the Form 4.