Patrick J. Haley - 14 May 2025 Form 4 Insider Report for EXELIXIS, INC. (EXEL)

Role
EVP, Commercial
Signature
/s/ Nina Ayer, Attorney in Fact
Issuer symbol
EXEL
Transactions as of
14 May 2025
Net transactions value
-$5,850,081
Form type
4
Filing time
16 May 2025, 20:57:17 UTC
Previous filing
31 Mar 2025
Next filing
22 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Haley Patrick J. EVP, Commercial C/O EXELIXIS, INC., 1851 HARBOR BAY PARKWAY, ALAMEDA /s/ Nina Ayer, Attorney in Fact 16 May 2025 0001692954

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EXEL Common Stock Sale $426,800 -10,000 -2% $42.68 491,164 14 May 2025 Direct F1, F2
transaction EXEL Common Stock Tax liability $1,549,578 -34,705 -7.1% $44.65 456,459 15 May 2025 Direct F2, F3
transaction EXEL Common Stock Sale $469,500 -10,000 -2.2% $46.95 446,459 15 May 2025 Direct F1, F2
transaction EXEL Common Stock Options Exercise $2,188,000 +116,383 +26% $18.80 562,842 15 May 2025 Direct F2
transaction EXEL Common Stock Sale $5,592,203 -116,383 -21% $48.05 446,459 15 May 2025 Direct F2, F4
holding EXEL Common Stock 23,539 14 May 2025 By spouse
holding EXEL Common Stock 10,648 14 May 2025 By 401(k) F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EXEL Option (right to buy) Options Exercise $0 -116,383 -100% $0.000000 0 15 May 2025 Common Stock 116,383 $18.80 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 19, 2024.
F2 Includes 374,029 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units ("RSUs") and performance-based restricted stock units ("PSUs") and 753 shares of Common Stock acquired on April 30, 2025, pursuant to the Exelixis, Inc. 2000 Employee Stock Purchase Plan. Each RSU is the economic equivalent of one share of Common Stock and each PSU represents a contingent right to receive one share of Common Stock.
F3 Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of RSUs awarded on March 4, 2021, March 4, 2022, April 3, 2023, and February 23, 2024.
F4 Represents the weighted average sales price. The shares were sold in multiple transactions at prices ranging from $48.05 to $48.16. Reporting Person undertakes to provide Exelixis, Inc., any security holder of Exelixis, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 4 to this Form 4.
F5 Represents shares of Common Stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of May 14, 2025.
F6 The option, representing the right to purchase a total of 116,383 shares of Common Stock, became fully exercisable on September 10, 2022.