Arcus Biosciences (RCUS) president reports RSU tax-withholding share sales

Rhea-AI Filing Summary

Arcus Biosciences’ president reports automatic tax‑related share sales tied to RSU vesting. On 12/16/2025 and 12/17/2025, the reporting officer sold 11,225 and 9,983 shares of Arcus Biosciences common stock, respectively, at weighted average prices of $21.8843 and $22.1595 per share. The filing explains these sales were made by the company on the officer’s behalf to cover tax withholding obligations when certain previously granted restricted stock units vested, under an equity administration policy implemented on May 22, 2025, and were not discretionary trades. After these transactions, the officer beneficially owns 346,012 shares directly, including unvested RSUs, and 954,063 shares indirectly through a trust.

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^*

Jaen Juan C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		11,225(1)	D	$21.8843(2)	355,995(3)	D
Common Stock	12/17/2025		S		9,983(1)	D	$22.1595(4)	346,012(3)	D
Common Stock								954,063	I	By Trust

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

4. 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).
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 Arcus Biosciences (RCUS) disclose in this Form 4?

The president of Arcus Biosciences reported sales of 11,225 shares on 12/16/2025 and 9,983 shares on 12/17/2025 of common stock, as shown in Table I.

Why were Arcus Biosciences (RCUS) shares sold by the reporting officer?

The filing states the shares were sold by the issuer on the officer’s behalf to cover tax withholding obligations arising from the vesting of certain previously granted RSUs, under an equity administration policy.

Were the Arcus Biosciences (RCUS) insider sales discretionary trades?

No. The explanation notes the sale occurred automatically under the issuer’s equity administration policy and does not represent a discretionary trade by the reporting person.

What prices were received for the Arcus Biosciences (RCUS) share sales?

The 12/16/2025 sale had a weighted average price of $21.8843 per share, and the 12/17/2025 sale had a weighted average price of $22.1595 per share, each reflecting multiple trades within stated price ranges.

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

Following the reported transactions, the officer beneficially owns 346,012 shares directly, which include unvested RSUs, and 954,063 shares indirectly through a trust.

What are the price ranges mentioned for the Arcus Biosciences (RCUS) insider sales?

For 12/16/2025 the filing cites multiple transactions between $21.42 and $22.39 per share, and for 12/17/2025 between $21.92 and $22.42 per share.