Form 4: Lyell COO Stephen Hill Reports Routine Stock Transactions

Lyell Immunopharma's Chief Operating Officer, Stephen Hill, reported the acquisition of 8,000 shares from RSU vesting and the sale of 1,004 shares for tax obligations.

Summary

• Stephen J. Hill, Chief Operating Officer of Lyell Immunopharma, Inc. (LYEL), reported changes in his beneficial ownership of common stock.
• On August 20, 2025, Mr. Hill acquired 8,000 shares of common stock at a price of $0 per share, resulting from the vesting of performance-based restricted stock units (RSUs) granted on February 9, 2024.
• 4,000 of these shares were issued upon the achievement of certain performance criteria certified by the compensation committee.
• An additional 4,000 shares from the same RSU grant are scheduled to be issued on August 20, 2026, contingent on Mr. Hill's continued service.
• Following this acquisition, Mr. Hill's beneficial ownership increased to 16,849 shares.
• On August 21, 2025, Mr. Hill disposed of 1,004 shares of common stock at a weighted average price of $10.544 per share, with prices ranging from $10.49 to $10.64.
• This disposition was an automatic sale to cover tax withholding obligations associated with the settlement of the vested restricted stock units.
• After the sale, Mr. Hill's beneficial ownership stands at 15,845 shares of common stock.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While there's a sale of shares, it's for tax purposes, which is routine. The vesting of performance-based RSUs indicates the achievement of company-set performance criteria, which is a positive signal.

Positives

• The vesting of 4,000 performance-based restricted stock units indicates that specific performance criteria set by the compensation committee were achieved.
• The future issuance of an additional 4,000 shares on August 20, 2026, subject to continued service, aligns executive incentives with long-term company performance.

Negatives

• The sale of 1,004 shares, even for tax purposes, results in a reduction of the Chief Operating Officer's direct beneficial ownership in the company.

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 upon the reporting person providing service through that date.

Industry Context

This Form 4 filing details routine insider transactions for an executive, which are common across all industries, particularly in high-growth sectors like biotechnology where equity compensation is prevalent. It does not provide information on broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs could be viewed positively as it indicates management's achievement of set goals. The subsequent tax-related sale is a routine event and not typically indicative of a change in management's confidence.
• Employees: The RSU vesting demonstrates the company's commitment to its equity compensation plans and the potential for employees to benefit from achieving performance targets.

Next Steps

• The remaining 4,000 shares from the performance-based RSU grant are expected to be issued on August 20, 2026, subject to Stephen J. Hill's continued service.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions involving RSU vesting and a subsequent tax-related sale. Such transactions are common and generally do not reflect a change in the company's fundamental outlook or the executive's long-term confidence. The volume of shares sold for tax purposes is not significant enough to warrant a change in investment recommendation based solely on this filing. Investors should consider broader company performance and market conditions.

Keywords

Lyell Immunopharma, LYEL, Form 4, Insider Transaction, Stephen Hill, Chief Operating Officer, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding