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PCVX Form 4: Grant Pickering Disposes Shares for RSU Tax Withholding at $31.56

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

Rhea-AI Filing Summary

Grant Pickering, who is listed as Vaxcyte, Inc.'s Chief Executive Officer and a director, reported transactions dated 09/02/2025 on Form 4. The filing shows three dispositions of Common Stock executed to satisfy tax withholding upon RSU vesting: 2,857 shares, 4,563 shares and 3,420 shares, each at a price of $31.56. Following those transactions the reported amounts beneficially owned on reported lines are 516,247, 511,684 and 508,264 shares respectively. The filing also reports 136,215 shares held indirectly in a trust for the reporting person’s son and 136,215 shares held indirectly in a trust for the reporting person’s daughter. The report notes 329 shares were acquired under the company ESPP on May 16, 2025. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

  • Timely and clear disclosure of insider transactions and tax-withholding RSU surrenders
  • Substantial continued ownership remains via direct holdings and 136,215 shares in each children's trust

Negative

  • Reduction in direct holdings due to RSU shares surrendered: 2,857, 4,563, and 3,420 shares
  • Multiple disposition entries on the same date indicate concentrated share reductions for tax purposes

Insights

TL;DR: Routine RSU tax-withholding sales reduced direct holdings but substantial ownership remains; transactions appear administrative rather than material.

The filings indicate multiple small dispositions tied to RSU tax withholding at $31.56 per share on 09/02/2025. These are recorded as disposition codes and reduce direct beneficial holdings while substantial indirect holdings remain via trusts totaling 272,430 shares (reported as 136,215 for each child trust). Such surrenders to cover taxes are common and do not change control. For investors, the key facts are the sizes of the dispositions and the continuing meaningful ownership stakes held directly and indirectly by the CEO.

TL;DR: Disclosure complies with Section 16; use of attorney-in-fact and trust reporting are appropriately documented.

The Form 4 shows timely reporting and proper identification of indirect holdings via family trusts. The signature by attorney-in-fact is disclosed and the explanation clarifies the nature of the dispositions as RSU tax withholding. From a governance perspective, the filing demonstrates adherence to insider reporting obligations and transparent attribution of indirect ownership.

Insider PICKERING GRANT
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Tax Withholding Common Stock 2,857 $31.56 $90K
Tax Withholding Common Stock 4,563 $31.56 $144K
Tax Withholding Common Stock 3,420 $31.56 $108K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 516,247 shares (Direct); Common Stock — 136,215 shares (Indirect, By Children's Trust)
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. Shares are held directly by a trust for the benefit of the Reporting Person's son. Shares are held directly by a trust for the benefit of the Reporting Person's daughter.
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*
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)
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 2,857(1) D $31.56 516,247(2) D
Common Stock 09/02/2025 F 4,563(1) D $31.56 511,684 D
Common Stock 09/02/2025 F 3,420(1) D $31.56 508,264 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
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.
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.
Remarks:
Grant Pickering, 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 Grant Pickering report on Form 4 for PCVX?

He reported dispositions of Common Stock to cover RSU tax withholding: 2,857, 4,563, and 3,420 shares on 09/02/2025 at $31.56 per share.

How many shares does Grant Pickering indirectly hold in trusts according to the filing?

The filing reports 136,215 shares held in a trust for his son and 136,215 shares held in a trust for his daughter.

Did the Form 4 disclose any shares acquired under the Employee Stock Purchase Plan (ESPP)?

Yes, the filing notes 329 shares were acquired under the Issuer's ESPP on May 16, 2025.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by an attorney-in-fact, Peter N. Efremenko, on behalf of Grant Pickering on 09/04/2025.

Were the dispositions explained in the filing?

Yes. The filing explains the shares were surrendered to the issuer to cover applicable tax withholding obligations realized upon RSU vesting.