Form 4: Invivyd CCO Sells Shares for Tax Obligations

Invivyd's Chief Commercial Officer, Timothy Edward Lee, reported the sale of common stock to cover tax withholding obligations following the vesting of restricted stock units.

Summary

• Timothy Edward Lee, Chief Commercial Officer of Invivyd, Inc., reported transactions involving the company's common stock.
• On February 15, 2026, 99,000 Restricted Stock Units (RSUs) vested, converting into 99,000 shares of common stock.
• Following the vesting, Lee held 158,344 shares, which included 10,000 shares acquired through the Company's Employee Stock Purchase Program.
• On February 17, 2026, Lee sold 19,663 shares at a weighted average price of $1.5396 per share to satisfy tax withholding obligations.
• On February 18, 2026, Lee sold an additional 20,964 shares at a weighted average price of $1.5778 per share, also for tax withholding.
• These sales were non-discretionary "sell-to-cover" transactions executed pursuant to a Rule 10b5-1 plan adopted on February 20, 2025.
• After these transactions, Lee beneficially owns 117,717 shares of Invivyd common stock.
• Lee also holds 102,000 derivative securities in the form of Restricted Stock Units.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the transactions are routine "sell-to-cover" sales for tax purposes following RSU vesting, which is a standard practice for executive compensation.

Positives

• Vesting of 99,000 Restricted Stock Units (RSUs) for the Chief Commercial Officer, indicating compensation realization.
• The existence of an Employee Stock Purchase Program (ESPP) through which 10,000 shares were acquired, suggesting employee participation in company ownership.

Negatives

• The sale of 40,627 shares (19,663 + 20,964) by a key officer, although for tax purposes, reduces their direct equity stake in the company.

Future Outlook

The RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to continuous service.

Industry Context

StockSavvy.ai notes that "sell-to-cover" transactions are a common practice for executives receiving equity compensation, particularly Restricted Stock Units (RSUs), to manage tax liabilities upon vesting. This is a standard mechanism and does not typically signal a change in the company's operational or strategic direction.

Comparison to Industry Standards

• "Sell-to-cover" transactions are a widely accepted and common method for executives across various industries to manage tax obligations arising from equity compensation.
• This practice aligns with standard corporate governance and compensation practices seen in companies like Pfizer, Moderna, and other biotech/pharma firms where equity is a significant component of executive pay.
• The reported transactions are consistent with typical insider activity for tax purposes.

Corporate Governance

Related Party Transactions

• The RSU award and Employee Stock Purchase Program are forms of compensation from the company to an officer, which are standard related-party transactions in the context of executive compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine tax-related sales, not indicative of a change in company fundamentals or management's confidence.
• Employees: The existence of an ESPP could be seen positively, indicating opportunities for employee ownership.

Next Steps

• Future vesting of the RSU award every six months following the grant date of February 15, 2025, over an eighteen-month period, subject to continuous service.

Key Dates

Keywords

Invivyd, IVVD, Form 4, insider trading, stock sale, RSU vesting, sell-to-cover, Timothy Edward Lee, Chief Commercial Officer, equity compensation, 10b5-1 plan