[Form 4] Vaxcyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Elvia Cowan, SVP Finance at Vaxcyte, Inc. (PCVX) reported two dispositions on 09/02/2025 that were filed on Form 4. The reports show shares sold at $31.56 each: 242 shares and 325 shares. The filing explains these shares were surrendered to the issuer to cover tax withholding obligations arising when restricted stock units vested. After the transactions, the reporting person beneficially owned 26,963 and 26,638 shares respectively as reported on separate lines, and the Form 4 was signed by an attorney-in-fact on behalf of Ms. Cowan on 09/04/2025.

Positive

• Disclosure compliance: The reporting officer filed Form 4 and provided the required details, including price and explanation for the disposition
• Transaction purpose stated: Shares were surrendered to cover tax withholding, indicating the sale was administrative rather than opportunistic

Negative

• Insider share reduction: The reporting person disposed of a total of 567 shares (242 + 325), reducing reported beneficial holdings
• Market price shown: Dispositions occurred at $31.56 which may reflect current valuation at vesting

Insights

Securities Analyst

TL;DR: Officer surrendered vested RSU shares to cover taxes; routine, limited market impact.

These transactions are typical tax-withholding dispositions following RSU vesting rather than open-market sales for liquidity. The per-share price of $31.56 reflects the valuation at disposal. The remaining beneficial ownership reported on each line indicates continued equity exposure by the officer. For investors, such filings primarily signal routine compensation settlement and not a change in corporate control or a significant shift in insider conviction.

Corporate Governance Expert

TL;DR: Transactions are administrative tax withholdings; compliance with disclosure requirements is evident.

The Form 4 discloses that shares were surrendered to satisfy tax withholding on vested RSUs, a standard corporate practice. The filing was executed by an attorney-in-fact and reports post-transaction beneficial ownership counts, aligning with Section 16 reporting rules. No indications of atypical timing, volumes, or coded transactions that would suggest governance concerns.

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^*

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)
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		242(1)	D	$31.56	26,963	D
Common Stock	09/02/2025		F		325(1)	D	$31.56	26,638	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:

	Elvia Cowan, 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 did Elvia Cowan report on Form 4 for PCVX?

The filing reports two dispositions on 09/02/2025 of 242 and 325 shares at $31.56 each, surrendered to cover tax withholding from RSU vesting.

Why were the shares disposed according to the Form 4?

The Form 4 explains the shares were surrendered to the issuer to cover applicable tax withholding obligations realized upon vesting of RSUs.

How many shares did the reporting person beneficially own after the transactions?

The filing reports beneficial ownership counts of 26,963 and 26,638 shares on the respective reporting lines following the transactions.

What price per share was reported for the transactions?

Both dispositions are reported at a price of $31.56 per share.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Elvia Cowan by an Attorney-In-Fact, Peter N. Efremenko, on 09/04/2025.