EXELIXIS, INC. — Director's Dealing 2025

Jan 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXELIXIS, INC. (EXEL)
CIK: 0000939767
Period of Report: 2025-01-16

Reporting Person: MORRISSEY MICHAEL (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-16	Common Stock	A	473226	—	Acquired	1210180	Direct
2025-01-16	Common Stock	F	120244	$37.27	Disposed	1089936	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1587000	Indirect
Common Stock	17728	Indirect

Footnotes

F1: On March 4, 2022, the Reporting Person was granted a performance-based restricted stock unit award ("PSU") under the Exelixis, Inc. 2017 Equity Incentive Plan covering 270,415 shares of common stock (such shares, the "Target Shares"). The PSU generally vests as follows: (i) 50% of the eligible Target Shares vest upon the Compensation Committee's (the "Committee") certification of achievement of certain performance criteria; and (ii) 50% of the eligible Target Shares vest on the first quarterly PSU vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Committee's certification. In addition, the PSU provides for vesting of up to a maximum of 175% of the Target Shares depending on the timing and level of achievement of the performance criteria provided for under the PSU.

F2: On January 16, 2025, the Committee determined that certain performance criteria had been achieved, resulting in the Reporting Person's eligibility to vest up to 175% of the Target Shares subject to the PSU (such shares, the "Achieved Shares"). Accordingly, the Committee's certification on January 16, 2025 resulted in the immediate vesting of 50% of the Achieved Shares, and 50% of the Achieved Shares will vest on February 15, 2026, subject to the Reporting Person's continuous service through that date.

F3: Includes 973,568 shares of Exelixis, Inc. common stock ("Common Stock") that will be issued to the Reporting Person upon vesting of restricted stock units ("RSUs"). Each RSU is the economic
equivalent of one share of Common Stock.

F4: Shares withheld by Exelixis, Inc. to satisfy taxes payable in connection with the vesting of PSU awarded on March 4, 2022, for which the Committee certified that Exelixis, Inc. had achieved certain performance criteria on January 16, 2025.

F5: Shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended.

F6: Represents shares of Exelixis, Inc. common stock under the Exelixis, Inc. 401(k) Plan, pursuant to a plan statement dated as of January 15, 2025.