Invivyd (NASDAQ: IVVD) legal chief sells shares in tax sell-to-cover plan

Rhea-AI Filing Summary

Invivyd, Inc. Chief Legal Officer and Secretary Jill Andersen reported a mix of stock activity involving restricted stock units (RSUs) and common shares. On February 15, RSUs covering 165,000 shares converted into common stock at a stated price of $0.0000 per share, reflecting an RSU vesting event. The RSU award vests over an eighteen-month period, with one-third vesting every six months following the February 15, 2025 grant date, conditioned on continued service.

To cover tax withholding from this vesting, Andersen executed non-discretionary "sell-to-cover" transactions under a Rule 10b5-1 plan adopted on February 20, 2025, selling 32,771 shares on February 17 at a weighted average price of $1.5396 and 34,939 shares on February 18 at a weighted average price of $1.5778. After these transactions, she directly held 181,736 shares of common stock, with an additional 500 shares held indirectly by her spouse.

Insider Trade Summary

Net Seller: 67,710 shares ($105,581)

Net Sell 5 txns

Insider Andersen Jill

Role Chief Legal Officer, Secretary

Sold 67,710 shs ($106K)

Type	Security	Shares	Price	Value
Sale	Common Stock	34,939	$1.5778	$55K
Sale	Common Stock	32,771	$1.5396	$50K
Exercise	Restricted Stock Units	165,000	$0.00	--
Exercise	Common Stock	165,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 181,736 shares (Direct); Restricted Stock Units — 170,000 shares (Direct); Common Stock — 500 shares (Indirect, By spouse)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Invivyd, Inc. (the "Company"). The sales reported on this Form 4 represent shares sold to satisfy the Reporting Person's tax withholding obligations upon vesting of an RSU award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 20, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.505 to $1.590, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.550 to $1.595, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4. This RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to the Reporting Person's continuous service as of each vesting date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Andersen Jill

(Last) (First) (Middle)

C/O INVIVYD, INC.

209 CHURCH STREET

(Street)

NEW HAVEN CT 06510

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Invivyd, Inc. [ IVVD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		M		165,000	A	(1)	249,446	D
Common Stock	02/17/2026		S		32,771(2)	D	$1.5396(3)	216,675	D
Common Stock	02/18/2026		S		34,939(2)	D	$1.5778(4)	181,736	D
Common Stock								500	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/15/2026		M			165,000	(5)	(5)	Common Stock	165,000	$0.00	170,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of Invivyd, Inc. (the "Company").

2. The sales reported on this Form 4 represent shares sold to satisfy the Reporting Person's tax withholding obligations upon vesting of an RSU award in non-discretionary "sell-to-cover" transactions pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on February 20, 2025.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.505 to $1.590, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.550 to $1.595, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

5. This RSU award vests over an eighteen-month period, with one-third of the RSUs vesting every six months following the grant date of February 15, 2025, subject to the Reporting Person's continuous service as of each vesting date.

	/s/ Jill Andersen	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Invivyd (IVVD) report for Jill Andersen?

Invivyd reported that Chief Legal Officer Jill Andersen had 165,000 RSUs convert into common stock, then sold 67,710 shares in total through automatic sell-to-cover trades under a pre-arranged Rule 10b5-1 plan tied to tax withholding obligations.

How many Invivyd (IVVD) shares did Jill Andersen sell and at what prices?

Jill Andersen sold 32,771 Invivyd shares at a weighted average price of $1.5396 and 34,939 shares at a weighted average price of $1.5778, in non-discretionary sell-to-cover transactions executed to satisfy tax withholding obligations from RSU vesting.

Were Jill Andersen’s Invivyd (IVVD) stock sales discretionary trades?

The reported Invivyd stock sales were not discretionary. They were non-discretionary sell-to-cover transactions executed under a Rule 10b5-1 trading plan adopted on February 20, 2025, specifically to satisfy tax withholding obligations on vesting RSU awards.

What are the terms of Jill Andersen’s RSU award at Invivyd (IVVD)?

Each RSU represents a right to receive one Invivyd common share. The award vests over eighteen months, with one-third vesting every six months after the February 15, 2025 grant date, as long as Jill Andersen maintains continuous service through each vesting date.

How many Invivyd (IVVD) shares does Jill Andersen hold after these transactions?

Following the RSU conversion and sell-to-cover trades, Jill Andersen directly holds 181,736 shares of Invivyd common stock. Additionally, 500 shares are reported as held indirectly by her spouse, reflecting a separate indirect ownership position noted in the filing.

What does a Rule 10b5-1 plan mean for Invivyd (IVVD) insider sales?

A Rule 10b5-1 plan allows insiders to pre-schedule trades according to preset instructions. In this case, Jill Andersen’s Invivyd share sales were executed under such a plan to automatically sell shares needed to cover tax withholding from RSU vesting events.