Vaxcyte, Inc. 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Our management, with the participation of our Chief Executive Office (“CEO”) and our Chief Financial Officer (“CFO”), our principal executive officer and principal financial officer, respectively, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) as of December 31, 2025. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures as of December 31, 2025 were effective at the reasonable assurance level. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control - Integrated Framework. Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2025. Pursuant to Section 404(c) of the Sarbanes-Oxley Act, our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting for the year ended December 31, 2025, which is included below. 154 Table of Contents Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Vaxcyte, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Vaxcyte, Inc. 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. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026 , expressed an unqualified opinion on those financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Francisco, California February 24, 2026 155 Table of Contents Item 9B. Other Information. Trading Arrangements 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: 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. 156 Table of Contents 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 157 Table of Contents PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive proxy statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) pursuant to Regulation 14A of the Exchange Act, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and certain information to be included in the 2026 Proxy Statement is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item of Form 10-K will be included under the captions “Proposal No. 1— Election of Directors,” “Executive Officers,” “Delinquent Section 16(a) Reports,” if applicable and “Corporate Governance and Board Matters” in our 2026 Proxy Statement, and is incorporated herein by reference. We have adopted a written Code of Business Conduct and Ethics (“Ethics Code”) that applies to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Ethics Code is available on our website at www.vaxcyte.com. If we make any substantive amendments to the Ethics Code or grant any waiver from a provision of the Ethics Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K. Item 11. Executive Compensation. The information required by this item of Form 10-K will be included under the captions “Executive Compensation” (other than information included under the subcaption “Pay Versus Performance Disclosure”), “Director Compensation,” “Corporate Governance and Board Matters,” and “Certain Relationships and Related Person Transactions” in our 2026 Proxy Statement, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item of Form 10-K will be included under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation,” and “Executive Compensation” in our 2026 Proxy Statement, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item of Form 10-K will be included under the captions “Certain Relationships and Related Person Transactions,” and “Corporate Governance and Board Matters” in our 2026 Proxy Statement, and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information required by this item of Form 10-K will be included under the caption “Proposal No. 2— Ratification of Independent Registered Public Accounting Firm” in our 2026 Proxy Statement, and is incorporated herein by reference. 158 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) All Consolidated Financial Statements The consolidated financial statements and Report of Independent Registered Public Accounting Firm filed as part of this Annual Report on Form 10-K are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules All financial statement schedules have been omitted because of the absence of conditions under which they are required or because the required information, where material, is shown in the consolidated financial statements, financial notes or supplementary financial information. (3) Exhibits The list of exhibits filed with this Annual Report on Form 10-K is set forth in the Exhibit Index preceding the signature page and is incorporated herein by reference or filed with this Annual Report on Form 10-K, in each case as indicated herein (numbered in accordance with Item 601 of Regulation S-K). Item 16. Form 10-K Summary None. Exhibit Index Incorporated by Reference Exhibit Description Form File Number Exhibit Filing Date 3.1 Second Amended and Restated Certificate of Incorporation of Vaxcyte, Inc . X 3.2 Amended and Restated Bylaws of Vaxcyte, Inc., as amended. 10-Q 001-39323 3.2 November 6, 2023 4.1 Form of Common Stock Certificate of the Registrant . S-1/A 333-238630 4.1 June 8, 2020 4.2 Description of Capital Stock . 10-K 001-39323 4.2 March 29, 2021 4.3 Form of Pre-Funded Warrant. 8-K 001-39323 4.1 January 13, 2022 4.4 Form of Pre-Funded Warrant. 8-K 001-39323 4.1 October 27, 2022 4.5 Form of Pre-Funded Warrant. 8-K 001-39323 4.1 April 20, 2023 4.6 Form of Pre-Funded Warrant. 8-K 001-39323 4.1 January 31, 2024 4.7 Form of Pre-Funded Warran t. 8-K 001-39323 4.1 September 6, 2024 10.1# Vaxcyte, Inc. Amended and Restated 2014 Equity Incentive Plan and forms of agreements thereunder. S-1 333-238630 10.2 May 22, 2020 10.2# Vaxcyte, Inc. 2020 Equity Incentive Plan. 10-Q 001-39323 10.1 August 8, 2023 10.3# Form of Stock Option Grant Notice and Stock Option Agreement (2020 Equity Incentive Plan). 10-Q 001-39323 10.2 August 8, 2023 159 Table of Contents Incorporated by Reference Exhibit Description Form File Number Exhibit Filing Date 10.4# Form of Restricted Stock Unit Grant Notice (2020 Equity Incentive Plan). 10-Q 001-39323 10.2 May 9, 2022 10.5# Vaxcyte, Inc. 2020 Employee Stock Purchase Plan . S-1/A 333-238630 10.4 June 8, 2020 10.6 Form of Indemnification Agreement entered into by and between the Registrant and each director and executive officer. S-1 333-238630 10.5 May 22, 2020 10.7# Executive Employment Agreement entered into by and between the Registrant and Grant Pickering, dated January 21, 2016. S-1 333-238630 10.6 May 22, 2020 10.8# Executive Employment Agreement entered into by and between the Registrant and Jim Wassil, dated November 15, 2019. S-1 333-238630 10.11 May 22, 2020 10.9# Offer Letter entered into by and between the Registrant and Andrew Guggenhime, dated April 16, 2020. S-1 333-238630 10.13 May 22, 2020 10.10# Offer Letter entered into by and between the Registrant and Mikhail Eydelman, dated March 4, 2022. 10-Q 001-39323 10.1 May 9, 2022 10.11# Offer Letter entered into by and between Registrant and Harp Dhaliwal, dated September 29, 2021. X 10.12# 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 10.13# Form of Amendment to Executive Change in Control and Severance Agreements entered into by and between the Registrant and each eligible employee. 8-K 001-39323 10.1 December 19, 2025 10.14+† Master Services Agreement for Drug Product Development and Manufacturing between Registrant and Lonza Ltd., dated March 22, 2022, as amended. 10-K 001-39323 10.12 February 27, 2024 10.15+† Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd., dated March 1, 2023. 10-Q 001-39323 10.1 May 8, 2023 10.16+† Commercial Manufacturing and Supply Agreement by and between the Registrant and Lonza Ltd., dated October 13, 2023. 10-K 001-39323 10.14 February 27, 2024 10.17+† Amended and Restated SutroVax Agreement by and between the Registrant and Sutro Biopharma, Inc., dated October 12, 2015, as amended. S-1 333-238630 10.18 May 22, 2020 160 Table of Contents Incorporated by Reference Exhibit Description Form File Number Exhibit Filing Date 10.18+† Third Amendment to Amended and Restated SutroVax Agreement by and between Sutro Biopharma, Inc. and the Registrant, dated September 28, 2023. 10-Q 001-39323 10.3 November 6, 2023 10.19+† Supply Agreement by and between the Registrant and Sutro Biopharma, Inc., dated May 29, 2018, as amended. 10-K 001-39323 10.19 February 27, 2023 10.20+† Option Grant Agreement by and between Registrant and Sutro Biopharma, Inc., dated December 19, 2022. 10-K 001-39323 10.20 February 27, 2023 10.21+† Manufacturing Rights Agreement by and between the Registrant and Sutro Biopharma, Inc., dated November 21, 2023. 10-K 001-39323 10.19 February 27, 2024 10.22+† 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. S-1 333-238630 10.20 May 22, 2020 10.23 First Amendment to License Agreement by and between the Registrant and The Regents of the University of California, represented by its San Diego campus, dated August 16, 2019. 10-K 001-39323 10.21 February 27, 2024 10.24+† Amended and Restated Lease Agreement by and between the Registrant and ARE-San Francisco No. 63, LLC, dated as of November 15, 2024 . 10-K 001-39323 10.22 February 25, 2025 10.25# Form of Non-U.S. Stock Option Grant Notice and Stock Option Agreement (2020 Equity Incentive Plan). 10-K 001-39323 10.26 February 27, 2024 10.26# Form of Non. U.S. Restricted Stock Unit Grant Notice (2020 Equity Incentive Plan). 10-K 001-39323 10.27 February 27, 2024 10.27# Form of Performance Restricted Stock Unit Award Grant Notice and Agreement. 10-Q 001-39323 10.1 May 7, 2025 10.28# Form of Performance Contingent Stock Option Grant Notice and Agreement. 10-Q 001-39323 10.2 May 7, 2025 10.29+† 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-Q 001-39323 10.1 November 4, 2025 19.1 Vaxcyte, Inc. Insider Trading Policy 10-K 001-39323 19.1 February 25, 2025 21.1 Subsidiary of Registrant. 10-K 001-39323 21.1 February 27, 2024 23.1 Consent of Independent Registered Public Accounting Firm. X 24.1 Power of Attorney. Reference is made to the signature page hereto . X 161 Table of Contents Incorporated by Reference Exhibit Description Form File Number Exhibit Filing Date 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. X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. X 32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. X 97.1# Incentive Compensation Recoupment Policy. 10-K 001-39323 97.1 February 27, 2024 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. X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X ______________________________________________________________ X Filed herewith. # Indicates a management contract or compensatory plan or arrangement. + Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]”) because we have determined that the information is not material and is the type that we treat as private or confidential. † Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission (the “SEC") upon request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended(the “Exchange Act”), for any schedule or exhibit so furnished. * The certification attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. 162 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Vaxcyte, Inc. Date: February 24, 2026 By: /s/ Grant E. Pickering Grant E. Pickering Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Grant E. Pickering and Andrew Guggenhime, and each of them, as his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title Date /s/ Grant E. Pickering Chief Executive Officer and Director February 24, 2026 Grant E. Pickering (Principal Executive Officer) /s/ Andrew Guggenhime President and Chief Financial Officer February 24, 2026 Andrew Guggenhime (Principal Financial Officer) /s/ Elvia Cowan Senior Vice President, Finance and Chief Accounting Officer February 24, 2026 Elvia Cowan (Principal Accounting Officer) /s/ Carlos Paya Director February 24, 2026 Carlos Paya, M.D., Ph.D. /s/ Olivier Brandicourt Director February 24, 2026 Olivier Brandicourt, M.D. /s/ Annie Drapeau Director February 24, 2026 Annie Drapeau /s/ John Furey Director February 24, 2026 John Furey /s/ Halley Gilbert Director February 24, 2026 Halley Gilbert /s/ Jacks Lee Director February 24, 2026 Jacks Lee /s/ Teri Loxam Director February 24, 2026 Teri Loxam /s/ Heath Lukatch Director February 24, 2026 Heath Lukatch, Ph.D. 163