Veracyte (VCYT) CEO reports PSU vesting and tax withholding share disposition

Rhea-AI Filing Summary

Veracyte, Inc. Chief Executive Officer Marc Stapley reported equity compensation activity involving the company’s common stock. He acquired 139,074 shares on February 26, 2026 through the vesting of performance-based restricted stock units after the board certified achievement of required performance goals. Of these units, 70,239 PSUs vested immediately, while 68,835 PSUs are scheduled to vest on December 2, 2026, contingent on his continued service. To cover tax withholding obligations from this vesting, 35,841 shares were withheld at $38.75 per share, which the filing states does not represent an open-market sale. Following these transactions, Stapley directly held 422,532 shares of Veracyte common stock.

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^*

Stapley Marc

(Last) (First) (Middle)

6000 SHORELINE COURT

SUITE 300

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERACYTE, INC. [ VCYT ]

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)
02/26/2026

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	02/26/2026		A(1)		139,074	A	$0	458,373(2)	D
Common Stock	02/26/2026		F(3)		35,841	D	$38.75	422,532	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 of common stock acquired by the Reporting Person upon vesting of certain performance based restricted stock units ("PSUs") on February 26, 2026, upon the certification by the Board of Directors of the Issuer of the achievement of the performance goals set forth therein. Of such PSUs, 70,239 PSUs vested on February 26, 2026, and the remaining 68,835 PSUs will vest on December 2, 2026, subject to the Reporting Person's continuous service to the Issuer through such date.

2. Includes 696 shares of common stock purchased on January 31, 2026 pursuant to the Veracyte, Inc. Employee Stock Purchase Plan.

3. Represents shares of common stock withheld to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of the PSUs and does not represent a sale.

Remarks:

	/s/ Jonathan Wygant, as attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Veracyte (VCYT) CEO Marc Stapley report?

Marc Stapley reported equity compensation activity, acquiring 139,074 Veracyte common shares through performance-based restricted stock unit vesting. The filing also shows 35,841 shares withheld to cover tax obligations related to this vesting, which is explicitly noted as not representing a market sale.

How many Veracyte (VCYT) shares did the CEO acquire in this Form 4?

The CEO acquired 139,074 Veracyte common shares via vesting of performance-based restricted stock units. These units vested after the board certified achievement of performance goals, reflecting equity compensation rather than an open-market purchase, and increased his direct ownership in the company’s stock.

Why were 35,841 Veracyte (VCYT) shares disposed of in this filing?

The 35,841 Veracyte shares were withheld solely to satisfy Marc Stapley’s tax withholding obligations from the PSU vesting. The filing clearly states this withholding does not represent a sale, meaning the shares were not sold into the market but used to cover tax liabilities.

What future vesting is scheduled for Veracyte (VCYT) CEO equity awards?

The filing notes that 68,835 performance-based restricted stock units are scheduled to vest on December 2, 2026. This future vesting is conditional on Marc Stapley’s continuous service with Veracyte through that date, tying additional equity compensation to ongoing employment.

How many Veracyte (VCYT) shares does the CEO own after these transactions?

After the reported equity award vesting and tax withholding, Marc Stapley directly owns 422,532 Veracyte common shares. This figure reflects his updated direct beneficial ownership following both the PSU-related acquisition and the share withholding for associated tax obligations.

Were any Veracyte (VCYT) shares sold on the market in this Form 4?

The Form 4 indicates no open-market sale of Veracyte shares. The only disposition reported is 35,841 shares withheld to satisfy tax obligations from PSU vesting, which the filing explicitly states does not constitute a sale transaction in the market.