Zymewworks Inc. (ZYME) CEO logs RSU vesting, option and PSU grants

Rhea-AI Filing Summary

Zymeworks Inc. Chair and CEO Kenneth Galbraith reported equity award activity and a tax-related share sale. On January 12, 2026, 64,000 restricted stock units vested and were settled into common shares at $0.00, and 30,424 common shares were sold at a weighted average price of $22.6735 solely to cover tax withholding and fees under mandatory “sell to cover” provisions. After these transactions, he directly held 226,842 common shares.

On the same date, he received new equity awards: a stock option for 216,000 shares at an exercise price of $23.16 expiring on January 11, 2036, which vests 25% after one year and monthly thereafter; a new RSU grant of 144,000 shares vesting in four equal annual installments; and performance stock units covering up to 222,000 shares tied to total shareholder return goals over a three-year period ending January 12, 2029, with 50%–200% of a 111,000-target range potentially earned.

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^*

Galbraith Kenneth

(Last) (First) (Middle)

C/O ZYMEWORKS INC.

108 PATRIOT DRIVE, SUITE A

(Street)

MIDDLETOWN DE 19709

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zymeworks Inc. [ ZYME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		M		64,000	A	$0.00(1)	257,266	D
Common Stock	01/12/2026		S(2)		30,424	D	$22.6735(3)	226,842	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
Restricted Stock Unit	(4)	01/12/2026		M			64,000	(5)	(5)	Common Stock	64,000	$0.00	128,000	D
Stock Option (Right to Buy)	$23.16	01/12/2026		A		216,000		(6)	01/11/2036	Common Stock	216,000	$0.00	216,000	D
Restricted Stock Unit	(4)	01/12/2026		A		144,000		(7)	(7)	Common Stock	144,000	$0.00	144,000	D
Performance Stock Unit	(8)(9)	01/12/2026		A		222,000		(8)(9)	(8)(9)	Common Stock	222,000	$0.00	222,000	D

Explanation of Responses:

1. Represents shares of common stock issued upon vesting of one third of the restricted stock units ("RSUs") granted on January 10, 2025.

2. Represents shares of common stock sold to cover tax withholding obligations and other applicable fees in connection with the vesting of RSUs pursuant to mandatory "sell to cover" provisions contained in the Reporting Person's applicable RSU grant agreement, and does not represent a discretionary sale by the Reporting Person. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.49 to $23.05, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of common stock.

5. The RSUs were granted on January 10, 2025 and vest in three equal annual installments beginning on the first anniversary of grant date.

6. Stock options vest as follows: (i) 25% of underlying shares of common stock on first anniversary of grant date and (ii) remainder of underlying shares of common stock in 36 equal monthly installments on last day of month following first anniversary of grant date.

7. RSUs vest in four equal annual installments beginning on first anniversary of grant date.

8. Each performance restricted stock unit ("PSU") represents a contingent right to receive one share of common stock. The amount reported is the maximum number of PSUs that may be earned upon achievement of certain cumulative total shareholder return ("TSR") goals over a three-year performance period ending on January 12, 2029 (or in some cases at earlier times). Between 50% and 200% of the target number of 111,000 PSUs ("Target Number") may be earned upon achievement of such TSR goals. 50% of the Target Number may be earned upon achievement of relative TSR goals if the Company's TSR for the performance period equals or exceeds a prespecified percentile for the Nasdaq Biotech Index. The PSUs will only vest at the end of the three-year performance period if the reporting person's service to the Company continues through such time that the board of directors of the Company certifies the achievement of TSR goals,

9. (Continued from footnote 8) except in certain limited cases (such as if service to the Company is terminated by the Company without cause or in case of a change of control).

	/s/ Daniel Dex, Attorney-in-Fact	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Zymeworks (ZYME) report for January 12, 2026?

The filing shows that Kenneth Galbraith, Chair and CEO of Zymeworks Inc., reported the vesting of 64,000 restricted stock units into common stock and the sale of 30,424 common shares on January 12, 2026, along with several new equity awards.

How many Zymeworks shares did the CEO sell and for what purpose?

He sold 30,424 shares of common stock at a weighted average price of $22.6735 per share. According to the filing, the sale was solely to cover tax withholding obligations and fees in connection with RSU vesting under mandatory “sell to cover” provisions, and was not a discretionary sale.

How many Zymeworks shares does Kenneth Galbraith hold after these transactions?

Following the reported transactions on January 12, 2026, Kenneth Galbraith directly beneficially owned 226,842 shares of Zymeworks common stock.

What new stock option grant did the Zymeworks CEO receive?

He received a stock option for 216,000 shares of common stock with an exercise price of $23.16 per share, expiring on January 11, 2036. The option vests 25% of the underlying shares on the first anniversary of the grant date, with the remaining shares vesting in 36 equal monthly installments thereafter.

What restricted stock unit awards were granted to the Zymeworks CEO?

The filing reports a new grant of 144,000 restricted stock units (RSUs), each representing the right to receive one share of common stock upon vesting. These RSUs vest in four equal annual installments beginning on the first anniversary of the grant date.

How do the performance stock units (PSUs) for Zymeworks’ CEO work?

The CEO received performance stock units covering up to 222,000 shares of common stock. This represents the maximum number of PSUs that may be earned based on cumulative total shareholder return (TSR) goals over a three-year performance period ending January 12, 2029. Between 50% and 200% of a 111,000 target PSU amount can be earned depending on TSR performance, and vesting generally requires continued service through the end of the performance period.

Did the Zymeworks CEO exercise any RSUs into common stock in this filing?

Yes. The filing indicates that 64,000 restricted stock units were converted into shares of Zymeworks common stock at $0.00, representing the vesting of one third of RSUs that were originally granted on January 10, 2025.