Vaxcyte CEO Grant Pickering Executes Stock Sales and Receives Stock Options Grant

CEO Stock Option Grant and Exercise Details

The disclosure indicates that Grant Pickering, serving as Chief Executive Officer and Director of Vaxcyte, Inc., received a stock option grant on July 27, 2026. The option grant consisted of 16,198 shares of common stock with an exercise price of $2.03 per share. According to the filing, this option is fully vested and exercisable, with an expiration date of July 24, 2028. The option was granted under what the filing describes as a transaction code M, which typically indicates option grants or similar equity compensation awards.

On the same transaction date, Pickering exercised the entire grant, acquiring 16,198 shares of common stock. This acquisition represents a form of equity compensation tied to his role as the company's chief executive. The filing notes that the option grant and exercise occurred on July 27, 2026, with the filing itself made public on July 28, 2026. This transaction increased Pickering's direct beneficial ownership of Vaxcyte common stock.

Coordinated Share Sale Activity Under Pre-Arranged Trading Plan

The disclosure reveals that Pickering executed a series of share sales on July 27, 2026, totaling approximately 18,000 shares through multiple separate transactions. All of these sales were effected pursuant to a Rule 10b5-1 trading plan that Pickering adopted on March 3, 2026. A Rule 10b5-1 trading plan is a pre-arranged, written plan that allows corporate insiders to sell securities in a manner that complies with securities regulations and provides legal protection from insider trading liability.

The share sales occurred at varying price levels throughout the trading day. The largest sale involved 11,783 shares at a weighted-average price of $55.515 per share, with individual share prices ranging from $54.77 to $55.765. A second sale consisted of 4,415 shares at a weighted-average price of $55.931 per share, with prices ranging from $55.77 to $56.13. Additional smaller sales included 756 shares at $55.516, 244 shares at $55.964, 622 shares at $55.54, and 378 shares at $55.914. The filing indicates that the weighted-average prices reported represent the overall pricing for each transaction block, and Pickering has committed to providing detailed pricing information for each individual share lot upon request to the Securities and Exchange Commission, the company, or security holders.

Impact on Direct Beneficial Ownership Position

Following the completion of all transactions on July 27, 2026, Pickering's direct beneficial ownership of Vaxcyte common stock stood at 457,662 shares. This figure reflects the addition of 16,198 shares acquired through the option exercise and the subtraction of the approximately 18,000 shares sold through the Rule 10b5-1 trading plan. The net effect of acquiring shares through option compensation while simultaneously executing pre-arranged sales resulted in a modest overall decrease in his direct shareholdings.

The filing demonstrates that even as Pickering participates in the company's equity compensation structure through stock options, he is simultaneously executing a disciplined, pre-planned approach to share liquidation through the Rule 10b5-1 trading arrangement. This structure is commonly used by corporate executives to manage their investment portfolios in a manner compliant with securities laws while reducing timing-related legal concerns associated with insider trading.

Indirect Ownership Through Children's Trusts

In addition to his direct shareholdings, the filing discloses that Pickering maintains indirect beneficial ownership of Vaxcyte common stock through trusts established for the benefit of his children. These indirect holdings were also affected by transactions on July 27, 2026. Specifically, shares held in trust for his son were reduced through sales of 756 shares and 622 shares, while shares held in trust for his daughter were reduced through sales of 244 shares and 378 shares.

The filing indicates separate beneficial ownership calculations for each trust arrangement. Following the reported transactions, the trust for Pickering's son held 133,459 shares and 133,593 shares (reflecting sales in two separate transactions), while the trust for his daughter held 133,215 shares and 133,215 shares (also reflecting separate sales). These indirect transactions were also executed pursuant to the Rule 10b5-1 trading plan adopted in March 2026, indicating that Pickering extended the pre-arranged sales schedule to include both his direct holdings and assets held in trust for his children.

Employee Stock Purchase Plan Participation

The disclosure notes that the 16,198 shares acquired on July 27, 2026 include 781 shares that were acquired under Vaxcyte's Employee Stock Purchase Plan on May 15, 2026. Employee Stock Purchase Plans, commonly referred to as ESPPs, are programs that allow eligible employees, including executive officers, to purchase company shares at favorable terms, often at a discount to fair market value. The remaining 15,417 shares in the transaction appear to have been acquired through the direct option grant mechanism.

The inclusion of ESPP shares within the overall transaction highlights Pickering's participation in the company's standard equity compensation programs beyond his executive stock options. This suggests that the CEO participates in the same employee benefit structures available to other eligible company personnel, in addition to receiving role-specific executive compensation in the form of stock options.

Timing and Regulatory Compliance of Trading Activities

The filing states that all share sales were executed in reliance on Rule 10b5-1(c) of the Securities Exchange Act of 1934, which permits insiders to establish pre-arranged trading plans during periods when they possess material non-public information or otherwise face potential concerns regarding insider trading restrictions. By adopting the trading plan on March 3, 2026, Pickering established a legally compliant mechanism to execute sales over a period of months without the need to time individual transactions to periods of non-restricted trading windows.

The Rule 10b5-1 compliance framework requires that trading plans be adopted in good faith and specify the amount, price, and timing of transactions in advance. The fact that all July 27 sales were executed pursuant to this pre-established plan indicates that the transactions were not discretionary responses to market conditions or company developments occurring on that specific date. Instead, they represent the mechanical execution of a plan established approximately four months earlier, providing transparency to the market regarding the timing and purpose of insider sales.

Stock Option Terms and Exercisability

The filing discloses detailed terms regarding the stock option grant received by Pickering on July 27, 2026. The option has an exercise price of $2.03 per share and covers 16,198 shares of common stock. The filing explicitly states that this option is fully vested and exercisable as of the grant date, meaning Pickering faced no restrictions on the timing of exercise. The option carries an expiration date of July 24, 2028, providing a two-year window for potential exercise or the allowance to expire unexercised.

The fact that the option was immediately exercisable upon grant is noteworthy, as it differs from typical corporate practice in which stock options vest according to a schedule spanning multiple years. This structure suggests that the option grant may have been designed as a form of compensation tied to specific responsibilities or achievements, with immediate vesting reflecting the value already earned by the executive. The unusually low exercise price of $2.03 per share, when compared to the $55-per-share range at which shares were being sold on the same date, reflects either a significant appreciation in stock value since the option terms were established or a structural feature of the option grant design.

Aggregate Beneficial Ownership Assessment

Following all transactions on July 27, 2026, Pickering's total beneficial ownership position in Vaxcyte common stock encompasses both direct and indirect holdings. Direct ownership totaled 457,662 shares, while indirect ownership through trusts for his children included positions that exceeded 133,000 shares in each trust arrangement. The filing does not provide a single aggregated beneficial ownership figure across all direct and indirect holdings, but the disclosed information permits calculation of the combined position.

The beneficial ownership calculations presented in the filing reflect a complex ownership structure involving multiple entities and trust arrangements. This structure is not uncommon among senior executives who utilize trust vehicles for estate planning, tax management, or other personal financial purposes. The filing's disclosure of both direct and indirect beneficial ownership ensures that investors and regulators have visibility into the full extent of Pickering's financial interest in the company's performance.

Form 4 Filing and Certification

The disclosure was filed with the Securities and Exchange Commission on July 28, 2026, one business day after the transaction date. The filing bears the signature of Peter N. Efremenko, identified as Attorney-in-Fact for Grant Pickering, dated July 28, 2026. The use of an attorney-in-fact to execute the filing indicates that Pickering authorized legal counsel to file the disclosure on his behalf, a practice commonly employed by corporate executives to ensure compliance with regulatory filing deadlines and regulatory requirements.

The filing contains standard regulatory certifications regarding the accuracy of information disclosed and warnings regarding the criminal penalties that attach to intentional misstatements or omissions of material facts. These certifications underscore the legal significance of Form 4 disclosures and the serious consequences for inaccurate reporting of insider transactions.