Form 4: ImmunityBio Insider Converts RSUs, Sells Shares for Tax

Patrick Soon-Shiong, a key insider at ImmunityBio, converted restricted stock units into common stock and subsequently sold a portion to cover tax obligations.

Summary

• Patrick Soon-Shiong, Founder, Executive Chairman, Global Chief Scientific and Medical Officer, and a 10% owner of ImmunityBio, Inc. (IBRX), reported transactions on February 22, 2026.
• He acquired 114,329 shares of common stock upon the vesting of Restricted Stock Units (RSUs) at a price of $0.
• Concurrently, he disposed of 58,170 shares of common stock at a price of $8.7 per share to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, his direct beneficial ownership of common stock is 29,757,911 shares, and he retains beneficial ownership of 114,329 derivative securities (Restricted Stock Units).
• He also holds significant indirect beneficial ownership through various entities, including Nant Capital, LLC (246,412,277 shares), Cambridge Equities, LP (261,705,814 shares), NantBio, Inc. (8,383,414 shares), California Capital Equity, LLC (7,976,159 shares), Chan Soon-Shiong Family Foundation (5,618,326 shares), NantWorks, LLC (9,986,920 shares), NantMobile, LLC (47,557,934 shares), and NantCancerStemCell, LLC (32,606,985 shares).
• The RSUs vested according to a schedule where 33.33% vest on the first and second anniversaries, and 33.34% on the third anniversary, with a vesting commencement date of February 22, 2024.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral event. While there's a disposition of shares, it's for tax purposes following a scheduled RSU vesting, which is a routine compensation event for executives.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates the fulfillment of compensation agreements for Patrick Soon-Shiong, aligning his interests with long-term company performance.

Negatives

• The disposition of 58,170 shares of common stock, while for tax withholding, represents a reduction in direct beneficial ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving RSU vesting and tax-related sales, are common occurrences for executives in the biotechnology and pharmaceutical sectors. These transactions typically reflect pre-scheduled compensation events rather than discretionary trading based on new material information, and thus often have limited broader industry implications.

Related Party Transactions

• Patrick Soon-Shiong's indirect beneficial ownership is held through various entities (Nant Capital, LLC, Cambridge Equities, LP, MP 13 Ventures, LLC, NantBio, Inc., NantWorks, LLC, California Capital Equity, LLC, Chan Soon-Shiong Family Foundation, NantMobile, LLC, NantCancerStemCell, LLC) where he holds significant control or ownership interests. These structures represent ongoing related-party relationships concerning shareholdings.

Stakeholder Impact

• Shareholders: The transaction is a routine insider compensation event and tax-related sale, which typically has minimal direct impact on other shareholders beyond a slight increase in the public float from the shares sold for tax. The substantial remaining direct and indirect holdings by Soon-Shiong reinforce his significant alignment with the company's long-term performance.
• Employees: The RSU vesting demonstrates the company's compensation structure for key executives, which can be a positive signal regarding employee incentives.

Next Steps

• The remaining unvested portion of the RSU award (or other RSU awards) will vest according to the established schedule, with the next tranche vesting on the third anniversary of the vesting commencement date (February 22, 2027).

Key Dates

Recommendation

This Form 4 filing details a routine RSU vesting and subsequent tax-related share sale by a key insider. Such transactions are generally pre-scheduled and do not typically signal a change in the company's fundamental outlook or the insider's confidence. The substantial remaining direct and indirect holdings of Patrick Soon-Shiong indicate continued alignment with shareholder interests. Therefore, the filing itself does not provide new information warranting a change in investment posture, suggesting a 'hold' recommendation.

Keywords

ImmunityBio, IBRX, Patrick Soon-Shiong, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Share Disposition, Beneficial Ownership, Tax Withholding