Vaxcyte (PCVX) officer surrenders shares to cover RSU taxes

Rhea-AI Filing Summary

Vaxcyte, Inc. Chief Technical Ops Officer Harpreet S. Dhaliwal surrendered 604 shares of common stock on March 9, 2026 to cover tax withholding obligations from vesting restricted stock units. The shares were delivered to the company rather than sold in the market, and Dhaliwal continues to hold 75,976 shares directly.

Insights

Insider transactions analyst

Routine tax withholding using shares; no open-market selling.

The transaction reflects 604 shares of Vaxcyte common stock surrendered at $59.32 per share to satisfy tax obligations from RSU vesting. This is coded as an F transaction, meaning payment of tax liability by delivering securities to the issuer.

The footnote states no other common shares subject to a lock-up were sold, underscoring that this was not an open-market trade. After the disposition, Dhaliwal holds 75,976 shares directly, indicating the move affects only a small portion of the visible equity position.

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^*

Dhaliwal Harpreet S.

(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)
	Chief Technical Ops Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		F		604(1)	D	$59.32	75,976	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. No other shares of common stock subject to the restrictions on transfer set forth in a Lock-Up Agreement dated January 29, 2026 were sold by the Reporting Person.

Remarks:

	Harpreet S. Dhaliwal, by /s/ Peter N. Efremenko, Attorney-In-Fact	03/11/2026
	** 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 insider transaction did Vaxcyte (PCVX) report for Harpreet S. Dhaliwal?

Vaxcyte reported that Chief Technical Ops Officer Harpreet S. Dhaliwal surrendered 604 common shares on March 9, 2026. These shares were delivered to the company to cover tax withholding obligations arising from vesting restricted stock units, rather than being sold on the open market.

Was the Vaxcyte (PCVX) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The 604 shares were surrendered to Vaxcyte to satisfy tax withholding obligations from RSU vesting, as indicated by transaction code F and the footnote, which also notes no other locked-up common shares were sold by the insider.

How many Vaxcyte (PCVX) shares does Harpreet S. Dhaliwal hold after this Form 4?

Following the tax-withholding disposition, Harpreet S. Dhaliwal directly holds 75,976 shares of Vaxcyte common stock. This remaining balance, shown in the filing, indicates the surrendered 604 shares represent a relatively small fraction of the officer’s disclosed equity position in the company.

What does transaction code F mean in the Vaxcyte (PCVX) Form 4 filing?

Transaction code F means shares were used to pay an exercise price or tax liability. In this case, 604 Vaxcyte shares were surrendered to cover tax withholding obligations associated with vesting RSUs, rather than being sold on the market for investment or portfolio reasons.

Did the Vaxcyte (PCVX) officer sell any additional shares under the lock-up agreement?

No, the footnote explicitly states that no other common shares subject to the transfer restrictions in the January 29, 2026 Lock-Up Agreement were sold. Only 604 shares were surrendered back to the issuer to cover tax withholding liabilities from restricted stock unit vesting.