EXELIXIS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

EXELIXIS, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1851 Harbor Bay Parkway

Alameda, CA 94502

DEAR FELLOW STOCKHOLDERS,

Exelixis’ mission remains clear: to help cancer patients recover stronger and live longer. Guided by that mission, the

company continues to focus on building next-generation oncology franchises that can deliver sustainable long‑term

value for patients and stockholders. Fiscal year 2025 was Exelixis’ ninth consecutive year of operating profitability and

another year of solid execution across the company’s commercial and research and development priorities. Total

revenues for the year were $2.32 billion, representing 7% growth year over year, reflecting the continued strength of

the cabozantinib franchise. The company presented pivotal data and subsequently filed its first New Drug Application

for zanzalintinib, which the FDA accepted for review in early 2026, initiated its third zanzalintinib pivotal trial, made

plans for further studies, and advanced its broader portfolio.

During this period of productivity, Exelixis remained focused on disciplined capital allocation and balance sheet

strength, supported by active Board oversight of the company’s strategy and risk profile. Throughout 2025, the

company returned capital to stockholders through its share repurchase programs, reflecting the Board’s ongoing

commitment to balancing investment in the business with the return of capital while maintaining financial flexibility to

support long‑term strategic objectives. The Board also devoted significant time to overseeing the company’s pipeline

strategy and long‑term planning, seeking to ensure appropriate balance between near‑term performance and

investment in the future.

Recognizing the importance of 2025 as a pivotal year for the company’s ambitions to make zanzalintinib its second

oncology franchise, the Board and the Compensation Committee devoted significant attention to compensation and

human capital oversight during this period of strategic transition. In this context, the Board approved a one‑time equity

award granted broadly to employees, designed to reinforce a culture of shared ownership, and to support employee

retention as Exelixis advances its long‑term objectives. More broadly, the company’s executive compensation program

continues to emphasize pay‑for‑performance principles, alignment with stockholder interests, and long‑term value

creation, as described in this proxy statement.

Looking ahead, the Board remains focused on supporting management as Exelixis executes against its strategic

priorities, including advancing its pipeline, building on the strength of its commercial portfolio and navigating an

evolving and competitive operating environment. We believe the company is well positioned to pursue its objectives

with financial discipline and a long‑term perspective.

We appreciate your continued support and investment in Exelixis and encourage your participation in the company’s

2026 Annual Meeting of Stockholders. Please see the accompanying notice and proxy materials for additional

information on the meeting and the matters up for vote.

Thank you for your confidence in Exelixis.

Very truly yours,

1851 Harbor Bay Parkway

Alameda, CA 94502

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ONMAY 26, 2026

To the Stockholders of Exelixis, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (Annual Meeting) of Exelixis, Inc., a Delaware

corporation (Exelixis), will be held on Tuesday, May 26, 2026, at 9:00 a.m., Pacific Time. The Annual Meeting will be

held virtually and conducted via live webcast. You will be able to attend the virtual Annual Meeting, submit your

questions and vote your shares online during the meeting by visitingwww.virtualshareholdermeeting.com/EXEL2026

and using your 16-digit control number to enter the Annual Meeting. In addition, you mayview a list of stockholders

entitled to vote at the Annual Meeting, submit your questions and vote your shares online in advance of the Annual

Meeting by visitingwww.proxyvote.com and using your 16-digit control number. The Annual Meeting will be held for

the following purposes.

The Annual Meeting will be held for the following purposes:

1. To elect the eleven nominees for director to hold office until the next annual meeting of stockholders and until his

or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’

independent registered public accounting firm for the fiscal year ending January 1, 2027.

3. To amend and restate the Exelixis, Inc. 2017 Equity Incentive Plan to, among other things, increase the number of

shares authorized for issuance by 2,000,000 shares.

4. To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the

Proxy Statement accompanying this Notice of Annual Meeting (Say on Pay).

5. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting.

You will only be able to register your attendance and gain access to the virtual Annual Meeting by using your 16-digit

control number provided on your Notice of Internet Availability of Proxy Materials (Notice of Availability), your proxy

card or your voting instruction form. It is, therefore, important to retain your Notice of Availability or a copy of your

proxy card or voting instruction form. If you are a beneficial owner of shares held in “street name” who did not receive

a 16-digit control number via email or on your Notice of Availability or voting instruction form and you wish to attend

the Annual Meeting, please follow the specific instructions from your broker, bank or other stockholder of record,

including any requirement to obtain a valid legal proxy.

The list of stockholders of record entitled to vote at the virtual Annual Meeting will be available for inspection by

contacting our Corporate Secretary 10 days prior to the Annual Meeting during ordinary business hours at our principal

executive offices located at 1851 Harbor Bay Parkway, Alameda, California 94502.

Instead of sending a paper copy of our Proxy Statement and our Annual Report for the fiscal year ended January 2,

2026 (Annual Report) to all of our stockholders, we are mailing a Notice of Availability. The Notice of Availability

contains instructions on how to access those documents over the Internet. The Notice of Availability also contains

instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our Annual Report

and a form of proxy card or voting instruction form. Any stockholders who do not receive a Notice of Availability will

receive a paper copy of the proxy materials by mail. We believe that this approach permits us to provide our

stockholders with the pertinent information in a more timely manner, while reducing the environmental impact and

lowering the costs of printing and distributing our proxy materials.

The record date for the Annual Meeting is March 31, 2026. Only stockholders of record at the close of business on that

date may vote at the meeting or any postponement or adjournment thereof.

Important notice regarding the availability of proxy materials for the 2026 Annual Meeting of Stockholders to be held on May 26, 2026, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/EXEL2026. You will need your 16-digit control number provided on your Notice of Internet Availability of Proxy Materials, your proxy card or your voting instruction form to gain access to the virtual Annual Meeting.The Proxy Statement and Annual Report to stockholders are available at www.exel-annualstockholdermeeting.com.The Board of Directors recommends that you vote “FOR” Proposal Nos. 1-4 identified above.

By Order of the Board of Directors

BRENDA J. HEFTI, J.D., Ph.D.

Senior Vice President and General Counsel

Alameda, California

April 15, 2026

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, TO ENSURE THAT YOU ARE REPRESENTED

AT THE MEETING AND TO ENSURE THAT A QUORUM IS PRESENT, WE URGE YOU TO VOTE YOUR PROXY ONLINE, BY

TELEPHONE OR BY RETURNING A PROXY CARD BY MAIL AS INSTRUCTED IN THE PROXY MATERIALS. EVEN IF YOU HAVE

VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE VIRTUAL ANNUAL MEETING. PLEASE NOTE, HOWEVER,

THAT IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER NOMINEE, THEN THAT ENTITY IS THE

STOCKHOLDER OF RECORD, AND YOU WILL NEED TO FOLLOW THE INSTRUCTIONS ON THE VOTING INSTRUCTION

FORM THEY SEND TO YOU, AND THEY WILL VOTE YOUR SHARES AS YOU DIRECT.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

May 26, 2026

Proposals to be voted on at the 2026 Annual Meeting of Stockholders

1.To elect the eleven nominees for director named in the Proxy Statement accompanying this Notice of Annual Meeting to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her death, resignation or removal.

2.To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 1, 2027.

3.To amend and restate the Exelixis, Inc. 2017 Equity Incentive Plan to, among other things, increase the shares authorized for issuance by 2,000,000 shares.

4.To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting.

5.To conduct any other business properly brought before the meeting.

Important notice regarding the availability of proxy materials for the 2026 Annual Meeting of Stockholders to be held on May 26, 2026, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/EXEL2026. You will need your 16-digit control number provided on your Notice of Internet Availability of Proxy Materials, your proxy card or your voting instruction form to gain access to the virtual Annual Meeting.The Proxy Statement and Annual Report to stockholders are available at www.exel-annualstockholdermeeting.com.

We intend to mail the Notice of Internet Availability of Proxy Materials relating to the Annual Meeting on or about

April 15, 2026 to all stockholders of record entitled to vote at the Annual Meeting.