Form 4: Lyell Immunopharma CSO Acquires Shares, Options

Lyell Immunopharma's Chief Scientific Officer, Gary K. Lee, reported the acquisition of 4,000 common shares and 50,000 stock options, alongside a sale of 147 shares for tax purposes.

Summary

• Chief Scientific Officer Gary K. Lee acquired 4,000 shares of Lyell Immunopharma, Inc. common stock on February 9, 2026, at a price of $0, as a result of performance-based restricted stock units vesting.
• Lee also acquired 50,000 stock options on February 10, 2026, with an exercise price of $23.71 and an expiration date of February 9, 2036.
• The options vest 12.5% six months after February 9, 2026, and then 1/48th monthly thereafter, contingent on continued service.
• On February 10, 2026, 147 shares were sold at $23.12 per share to cover tax withholding obligations from the settlement of vested restricted stock units.
• Following these transactions, Lee beneficially owns 18,609 shares of common stock and 50,000 stock options.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates the Chief Scientific Officer is being compensated for achieving performance milestones and is receiving new long-term incentives, suggesting continued commitment and confidence in the company's future.

Positives

• Acquisition of 4,000 common shares at $0 price due to the achievement of performance criteria, indicating successful performance by the reporting person and potentially the company.
• Grant of 50,000 stock options, demonstrating continued incentive and alignment of management with shareholder interests.
• The vesting schedule for the options encourages long-term service and commitment from the Chief Scientific Officer.

Negatives

• Sale of 147 shares to cover tax withholding obligations, which is a common occurrence but represents a minor reduction in direct share ownership.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, such as those reported in a Form 4, provide transparency into management's equity holdings and compensation. While routine, the acquisition of shares through performance-based vesting and the grant of new options signal continued alignment of executive incentives with long-term company performance, a common practice in the biotechnology and pharmaceutical sectors to retain key scientific talent.

Comparison to Industry Standards

• StockSavvy.ai observes that performance-based restricted stock units and stock option grants are standard compensation practices for Chief Scientific Officers in the biotechnology industry.
• The vesting schedule for the options, with an initial cliff and subsequent monthly vesting over several years, is typical for retaining high-value executives and aligning their interests with long-term company success, comparable to practices at companies like Moderna or BioNTech for their senior scientific leadership.

Related Party Transactions

• Acquisition of 4,000 common shares from the Issuer due to performance-based restricted stock units vesting.
• Acquisition of 50,000 stock options from the Issuer as part of compensation.
• Sale of 147 shares to cover tax withholding obligations related to vested restricted stock units from the Issuer.

Stakeholder Impact

• Shareholders: The grant of performance-based equity and new options aligns the Chief Scientific Officer's interests with long-term shareholder value creation. The sale for tax purposes is a minor, routine event.
• Employees: Reflects standard equity compensation practices within the company, potentially impacting morale and retention strategies.

Next Steps

• Continued service by the Reporting Person to ensure full vesting of the 50,000 stock options.
• Future reporting of any changes in beneficial ownership as required by Section 16(a) of the Securities Exchange Act of 1934.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation, including the vesting of performance-based awards and the grant of new options. While these transactions demonstrate continued alignment of management's interests with the company's performance, they do not provide new fundamental information that would warrant a change in investment thesis. The small sale for tax purposes is a standard event. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting more substantive operational or financial updates.

Keywords

Lyell Immunopharma, LYEL, Form 4, Insider Trading, Stock Options, Restricted Stock Units, Chief Scientific Officer, Gary K. Lee, Equity Compensation, Performance-based vesting