Vaxcyte, Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
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FY2025 · Filed Feb 24, 2026
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Item 9B. Other Information
Trading Arrangements
Theadoption, modification ortermination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers or directors for the three months ended December 31, 2025, each of which was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“10b5-1 Plan”), were as follows:
Elvia Cowan, our Senior Vice President of Finance and Principal Accounting Officer, adopted a 10b5-1 Plan on December 8, 2025, with an effective date of March 10, 2026. Ms. Cowan’s 10b5-1 Plan provides for the potential exercise and sale of up to 41,060 shares of our common stock, and expires on February 28, 2027, or upon the earlier completion of all authorized transactions thereunder.
Jim Wassil, our Executive Vice President, Chief Operating Officer, adopted a 10b5-1 Plan on December 9, 2025, with an effective date of March 10, 2026. Mr. Wassil’s 10b5-1 Plan provides for the potential exercise and sale of up to 70,056 shares of our common stock, and expires on March 1, 2027, or upon the earlier completion of all authorized transactions thereunder.
During the three months ended December 31, 2025, none of our other directors or Section 16 officers adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 1.01 Entry into a Material Definitive Agreement
On February 18, 2026, Vaxcyte Switzerland GmbH, a subsidiary of Vaxcyte, Inc. (the “Company”), entered into a Development and Manufacturing Services Agreement (the “Agreement”) with Lonza Ltd (“Lonza”), effective as of January 1, 2026 (the “Effective Date”), pursuant to which Lonza will perform manufacturing process development and commercial manufacture and supply of certain key components for the Company’s proprietary pneumococcal conjugate vaccine franchise (the “Product”).
Under the Agreement, the Company will pay Lonza for development and manufacturing services, in addition to paying for certain raw material and other costs. The Company will be required to purchase, and Lonza will be required to supply, Product pursuant to the relevant purchase orders under the Agreement. In consideration of the Product commercial supply services and Lonza’s other obligations under the Agreement, the Company will pay Lonza a daily fee for Lonza’s operation of the facility solely to actively manufacture Product. With respect to such commercial supply, and subject to termination rights, the parties have agreed to a mutually binding percentage of annual facility capacity that shall be utilized by Lonza fully and exclusively for Lonza’s performance of services thereunder, which percentages may be adjusted under certain circumstances. For such services during the Initial Term (as defined below), and subject to termination rights, the Company shall pay Lonza fees totaling mid-eight-figures to high-eight-figures of Swiss Francs per year, calculated based on a formula.
The Company has the right to conduct a technology transfer for the manufacture of the Product to other manufacturers or its own facilities, and Lonza will, subject to certain conditions, provide certain information and support in furtherance of any such technology transfer. Under the Agreement, the Company receives a perpetual, irrevocable, royalty-free license under Lonza’s intellectual property to exploit and commercialize the Product or products incorporating the Product, as well as a perpetual, irrevocable, royalty-free license under Lonza’s intellectual property to the extent incorporated into the manufacturing process for, or otherwise necessary to make or have made, the Product or products incorporating the Product, including the right to make or have made such products.
Unless earlier terminated, the Agreement will remain in effect until December 31, 2038 (the “Initial Term”), subject to automatic renewal for up to three additional renewal periods of five years each, unless the Company elects not to renew (together with the Initial Term, collectively, the “Term”). The Company may terminate the Agreement for convenience, and the Agreement contains customary for-cause termination rights for each party. If the Agreement is terminated (i) by the Company for convenience, or (ii) by Lonza for the Company’s uncured failure to pay material, undisputed amounts of money due to Lonza, then the Company shall pay Lonza the greater of a fixed dollar amount in the low-eight-figures and an amount based on certain cancellation fees as Lonza’s sole and exclusive remedy.
The Agreement also includes customary provisions relating to, among others, insurance and indemnification, intellectual property, assignment and change of control, non-competition, warranties and confidentiality.
The foregoing description of the terms of the Agreement does not purpose to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
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