Arcus Biosciences (RCUS) CEO discloses RSU tax withholding stock sales

Rhea-AI Filing Summary

Arcus Biosciences, Inc. Chief Executive Officer and director reported automatic sales of company stock mainly to cover taxes tied to equity awards. On 12/16/2025, 28,947 shares of common stock were sold at a weighted average price of $21.8843, and on 12/17/2025, 25,744 shares were sold at a weighted average price of $22.1595, both coded as open-market sales. According to the footnotes, these transactions were carried out by the issuer on the executive’s behalf to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units and were not discretionary trades by the executive.

After these transactions, the reporting person beneficially owned 2,194,809 shares of Arcus Biosciences common stock, which includes 236 shares acquired on November 30, 2025 through the company’s employee stock purchase plan and the unvested portion of outstanding RSU grants.

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).

X

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^*

ROSEN TERRY J

(Last) (First) (Middle)

C/O ARCUS BIOSCIENCES, INC.

3928 POINT EDEN WAY

(Street)

HAYWARD CA 94545

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arcus Biosciences, Inc. [ RCUS ]

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)
12/16/2025

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	12/16/2025		S		28,947(1)	D	$21.8843(2)	2,220,553(3)(4)	D
Common Stock	12/17/2025		S		25,744(1)	D	$22.1595(5)	2,194,809(3)(4)	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 sold by the issuer on the reporting person's behalf to cover tax withholding obligations in connection with the vesting of certain RSUs (previously reported in Table I) following the date of grant. The sale occurred automatically pursuant to the Issuer's equity administration policy, which was implemented on May 22, 2025, and does not represent a discretionary trade by the reporting person.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.42 to $22.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. Includes 236 shares purchased on November 30, 2025 through the Company's Employee Stock Purchase Plan.

4. Includes the unvested portion of the reporting person's RSU grants.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.92 to $22.42, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Carolyn Tang, Attorney-in-Fact	12/18/2025
	** 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).
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FAQ

What insider transaction did Arcus Biosciences (RCUS) report in this Form 4?

The filing reports that the Chief Executive Officer and director of Arcus Biosciences, Inc. had company stock sold on their behalf in two transactions to cover tax withholding obligations related to the vesting of restricted stock units.

How many Arcus Biosciences (RCUS) shares were sold and at what prices?

On 12/16/2025, 28,947 shares of common stock were sold at a weighted average price of $21.8843. On 12/17/2025, an additional 25,744 shares were sold at a weighted average price of $22.1595.

Were the RCUS insider stock sales discretionary trades by the CEO?

No. The filing states that the shares were sold by the issuer on the reporting person’s behalf to cover tax withholding obligations in connection with RSU vesting and that the sales occurred automatically under the company’s equity administration policy, not as discretionary trades by the CEO.

How many Arcus Biosciences (RCUS) shares does the CEO beneficially own after these transactions?

Following the reported sales, the CEO beneficially owned 2,194,809 shares of Arcus Biosciences common stock.

What other shareholdings are included in the CEO’s RCUS beneficial ownership?

The beneficial ownership total includes 236 shares purchased on November 30, 2025 through the company’s employee stock purchase plan and also includes the unvested portion of the CEO’s restricted stock unit grants.

What is the CEO’s role and relationship to Arcus Biosciences (RCUS)?

The reporting person serves as both a Director and the Chief Executive Officer of Arcus Biosciences, Inc., and the Form 4 is filed as a single reporting person.