What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-25 · 51 added, 26 removed, 198 unchanged (28% of the section changed)

23 unchanged sentences

We have audited the internal control over financial reporting of Vaxcyte, Inc.

and its subsidiary (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and subsidiary (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

22 unchanged sentences

The adoption, modification or termination 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:

Peter Hirth , a member of our Board , adopted a 10b5-1 Plan on December 6, 2024 , with an effective date of March 7, 2025.

Hirth’s 10b5-1 Plan provides for the potential exercise and sale of up to 13,200 shares of our common stock, and expires on March 31, 2026 , or upon the earlier completion of all authorized transactions thereunder.

Grant Pickering , our Chief Executive Officer and a member of our Board, terminated his 10b5-1 Plan on December 31, 2024 .

Pickering’s 10b5-1 Plan was originally adopted on April 12, 2024 for the potential sale of (i) up to 45,000 shares of our common stock held by Mr.

Pickering and the potential exercise and sale of up to 195,000 shares of our common stock held by Mr.

Pickering, and (ii) up to 35,490 shares of our common stock held by trusts in which the beneficiaries are children of Mr.

Pickering, until October 1, 2025, or upon the earlier completion of all authorized transactions thereunder.

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.

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.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

28 unchanged sentences

File Number Exhibit

3.1 Amended and Restated Certificate of Incorporation of Vaxcyte, Inc., as amended

8-K 001-39323 3.1 June 16, 2020

3.1 Second Amended and Restated Certificate of Incorporation of Vaxcyte, Inc .

3.2 Amended and Restated Bylaws of Vaxcyte, Inc., as amended.

12 unchanged sentences

8-K 001-39323 4.1 January 31, 2024

4.7 F orm of Pre-Funded Warran t.

4.7 Form of Pre-Funded Warran t.

8-K 001-39323 4.1 September 6, 2024

25 unchanged sentences

10-Q 001-39323 10.1 May 9, 2022

Offer Letter entered into by and between Registrant and Harp Dhaliwal, dated September 29, 2021.

Form of Executive Change in Control and Severance Agreement entered into by and between the Registrant and each eligible employee.

S-1 333-238630 10.14 May 22, 2020

Form of Amendment to Executive Change in Control and Severance Agreements entered into by and between the Registrant and each eligible employee.

001-39323 10.1 December 19, 2025

Master Services Agreement for Drug Product Development and Manufacturing between Registrant and Lonza Ltd., dated March 22, 2022, as amended.

6 unchanged sentences

S-1 333-238630 10.18 May 22, 2020

Incorporated by Reference

Exhibit Description Form

File Number Exhibit

Third Amendment to Amended and Restated SutroVax Agreement by and between Sutro Biopharma, Inc.

3 unchanged sentences

10-K 001-39323 10.19 February 27, 2023

Incorporated by Reference

Exhibit Description Form

File Number Exhibit

Option Grant Agreement by and between Registrant and Sutro Biopharma, Inc., dated December 19, 2022.

1 unchanged sentence

Manufacturing Rights Agreement by and between the Registrant and Sutro Biopharma, Inc., dated November 21, 2023.

10.19 February 27, 2024

10-K 001-39323 10.19 February 27, 2024

License Agreement by and between the Registrant and The Regents of the University of California, represented by its San Diego campus, dated February 4, 2019.

4 unchanged sentences

63, LLC, dated as of November 15, 2024 .

10.22 February 25, 2025

Form of Non-U.S.

Stock Option Grant Notice and Stock Option Agreement (2020 Equity Incentive Plan).

10.26 February 27, 2024

10-K 001-39323 10.26 February 27, 2024

Restricted Stock Unit Grant Notice (2020 Equity Incentive Plan).

10-K 001-39323 10.27 February 27, 2024

Form of Performance Restricted Stock Unit Award Grant Notice and Agreement.

10.1 May 7, 2025

Form of Performance Contingent Stock Option Grant Notice and Agreement.

10.2 May 7, 2025

Commercial Manufacturing and Supply Agreement by and between the Registrant and Patheon Manufacturing Services LLC (part of Thermo Fisher Scientific), dated September 24, 2025.

10.1 November 4, 2025

19.1 Vaxcyte, Inc.

Insider Trading Policy

19.1 February 25, 2025

19.1 V axcyte, Inc.

Insider Trading P olicy

21.1 Subsidiary of Registrant.

3 unchanged sentences

Reference is made to the signature page hereto .

Incorporated by Reference

Exhibit Description Form

File Number Exhibit

31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

97.1 February 27, 2024

Incorporated by Reference

Exhibit Description Form

File Number Exhibit

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

22 unchanged sentences

Andrew Guggenhime (Principal Financial Officer)

/s/ Elvia Cowan Senior Vice President, Finance February 25, 2025

/s/ Elvia Cowan Senior Vice President, Finance and Chief Accounting Officer

February 24, 2026

Elvia Cowan (Principal Accounting Officer)

1 unchanged sentence

Carlos Paya, M.D., Ph.D.

/s/ Annie Drapeau Director February 25, 2025

/s/ Olivier Brandicourt

Director February 24, 2026

Olivier Brandicourt, M.D.

/s/ Annie Drapeau

Director February 24, 2026

Annie Drapeau

4 unchanged sentences

Halley Gilbert

/s/ Peter Hirth

Director February 25, 2025

Peter Hirth, Ph.D.

/s/ Jacks Lee

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures