Form 4: Lyell CFO Newton Boosts Stake, Sells for Tax

Lyell Immunopharma's CFO, Charles W. Newton, acquired 4,000 shares through RSU vesting and sold 1,453 shares to cover tax obligations.

Summary

• Charles W. Newton, Chief Financial Officer of Lyell Immunopharma, Inc., reported recent stock transactions.
• On August 20, 2025, 4,000 shares of common stock were issued to him following the vesting of performance-based restricted stock units (RSUs) granted on February 9, 2024.
• The vesting was certified by the compensation committee of the Issuer's board of directors upon the achievement of certain performance criteria.
• On August 21, 2025, Mr. Newton sold 1,453 shares of common stock at a weighted average price of $10.544 per share.
• This sale was conducted to cover tax withholding obligations arising from the settlement of vested restricted stock units.
• The sale price for the shares ranged from $10.49 to $10.64 per share.
• An additional 4,000 shares from the same RSU grant are scheduled to be issued on August 20, 2026, contingent on Mr. Newton providing service through that date.
• Following these transactions, Mr. Newton's direct beneficial ownership stands at 15,306 shares, and he indirectly holds 10,000 shares through The Charles & Lisa Newton Living Trust.

Sentiment

Score: 7

Explanation: The vesting of performance-based restricted stock units is a positive indicator of the company meeting its internal goals, and the subsequent sale for tax purposes is a routine event. The CFO maintains a significant beneficial ownership, suggesting continued alignment with shareholder interests.

Positives

• CFO Charles W. Newton received 4,000 shares of common stock through the vesting of performance-based restricted stock units, indicating the achievement of specific company performance criteria.
• An additional 4,000 shares are set to vest in August 2026, subject to continued service, demonstrating a long-term commitment from the CFO.
• Mr. Newton maintains a significant beneficial ownership in the company, including 15,306 direct shares and 10,000 indirect shares.

Negatives

• CFO Charles W. Newton sold 1,453 shares of common stock, which reduced his direct beneficial ownership in the company.
• While for tax purposes, the sale represents a reduction in the insider's direct holdings.

Future Outlook

An additional 4,000 shares from the performance-based restricted stock unit grant are scheduled to be issued on August 20, 2026, contingent on Charles W. Newton's continued service to the company.

Industry Context

NA

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs and the CFO's continued significant beneficial ownership may signal confidence in the company's future performance and management alignment.
• Employees: The achievement of performance criteria leading to RSU vesting could be a positive signal for employee morale and the effectiveness of incentive programs.

Next Steps

• Issuance of an additional 4,000 shares from the RSU grant on August 20, 2026, subject to Charles W. Newton's continued service.
• The Reporting Person will provide full information regarding the number of shares sold at each separate price within the reported range ($10.49 to $10.64) upon request from the SEC staff, the Issuer, or a security holder.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, specifically the vesting of performance-based restricted stock units and a subsequent sale to cover tax obligations. While the vesting indicates the achievement of internal performance criteria, the sale is a common, non-discretionary event. There are no new fundamental insights into the company's operations, financial health, or strategic direction that would warrant a change in investment thesis. The CFO maintains a substantial beneficial ownership, suggesting continued alignment with shareholder interests.

Keywords

Lyell Immunopharma, LYEL, Form 4, Insider Transaction, CFO, Restricted Stock Units, RSU, Beneficial Ownership, Stock Sale, Tax Withholding