Zymeworks Inc. (ZYME) EVP awarded options, RSUs and PSUs, sells shares for taxes

Rhea-AI Filing Summary

Zymeworks Inc. executive Mark Hollywood, EVP & Chief Operating Officer, reported equity compensation activity on January 12, 2026. One third of previously granted restricted stock units vested, converting into 17,666 shares of common stock at no cost. To cover related tax withholding and fees under a mandatory “sell to cover” provision, 6,120 shares were sold at a weighted average price of $22.6735, leaving him with 132,913 common shares held directly.

He also received new awards: stock options for 70,000 shares at a $23.16 exercise price, 47,000 new RSUs, and 66,000 performance stock units. The options vest 25% after one year and the rest monthly over three years. The RSUs vest in four equal annual installments. The PSUs can deliver up to 66,000 shares based on cumulative total shareholder return goals over a three-year period ending January 12, 2029.

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^*

Hollywood Mark

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Operating Officer

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		17,666	A	$0.00(1)	139,033	D
Common Stock	01/12/2026		S(2)		6,120	D	$22.6735(3)	132,913	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			17,666	(5)	(5)	Common Stock	17,666	$0.00	35,334	D
Stock Option (Right to Buy)	$23.16	01/12/2026		A		70,000		(6)	01/11/2036	Common Stock	70,000	$0.00	70,000	D
Restricted Stock Unit	(4)	01/12/2026		A		47,000		(7)	(7)	Common Stock	47,000	$0.00	47,000	D
Performance Stock Unit	(8)(9)	01/12/2026		A		66,000		(8)(9)	(8)(9)	Common Stock	66,000	$0.00	66,000	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 the Issuer's 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 33,000 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.

9. (Continued from footnote 8) 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, 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	01/13/2026
	** 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 activity did Zymeworks (ZYME) report for Mark Hollywood?

The EVP & Chief Operating Officer, Mark Hollywood, reported vesting of 17,666 restricted stock units into common shares, a sale of 6,120 shares to cover taxes and fees, and grants of new stock options, RSUs, and performance stock units, all dated January 12, 2026.

How many Zymeworks (ZYME) shares does Mark Hollywood hold after these transactions?

Following the reported transactions, Mark Hollywood beneficially owns 132,913 shares of Zymeworks common stock, held directly.

Why were 6,120 Zymeworks (ZYME) shares sold and at what price?

The 6,120 shares were sold solely to cover tax withholding obligations and related fees tied to RSU vesting under a mandatory “sell to cover” provision, at a weighted average price of $22.6735 per share.

What new stock option grant did Zymeworks (ZYME) give to Mark Hollywood?

He received a stock option covering 70,000 shares of common stock with a $23.16 exercise price. The option vests 25% on the first anniversary of the grant date and the remaining shares in 36 equal monthly installments thereafter.

What RSU and PSU awards did Zymeworks (ZYME) grant in this Form 4?

Mark Hollywood was granted 47,000 restricted stock units that vest in four equal annual installments beginning on the first anniversary of grant, and 66,000 performance stock units tied to total shareholder return goals over a three-year period ending January 12, 2029.

How do the Zymeworks (ZYME) performance stock units for Mark Hollywood work?

Each PSU represents the right to receive one share of common stock if total shareholder return goals are met over a three-year period ending January 12, 2029. Between 50% and 200% of the target 33,000 PSUs may be earned based on TSR, with vesting contingent on continued service until the board certifies goal achievement.