10-K – 2026-02-10 – exel-20260102.htm

There were no other individual jurisdictions with cash taxes paid that equaled or exceeded 5% of total income taxes paid in 2025.
Deferred tax assets and liabilities reflect the net tax effects of net operating loss and tax credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes.
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Our deferred tax assets and liabilities were as follows (in thousands):

 
December 31,

 
2025 2024
Deferred tax assets:
Net operating loss and capital loss carryforwards $ 39,911   $ 39,877  
Tax credit carryforwards 39,700   39,572  
Depreciation and amortization 228,863   349,058  
Stock-based compensation 20,243   17,791  
Lease liabilities 46,092   49,137  
Accruals and reserves not currently deductible 35,919   40,858  

Other assets 7,141   9,049  
Total deferred tax assets 417,869   545,342  
Valuation allowance ( 87,678 ) ( 86,029 )
Net deferred tax assets 330,191   459,313  
Deferred tax liabilities:
Lease right-of-use assets ( 36,483 ) ( 39,286 )
Other liabilities ( 1,126 ) —  
Total deferred tax liabilities ( 37,609 ) ( 39,286 )
Net deferred taxes $ 292,582   $ 420,027  

As of December 31, 2025 and 2024, we continue to carry a valuation allowance of $ 87.7 million and $ 86.0 million, respectively, against our California state deferred tax assets and federal and state capital loss carryforwards. The valuation allowance increased by $ 1.6 million and $ 3.0 million during the years ended December 31, 2025 and 2024, respectively.
At December 31, 2025, we had state net operating loss carryforwards of approximately $ 407.2  million, which expire in the years 2028 through 2039, and California research and development tax credits of approximately $ 56.9  million, which do not expire.
Under the Internal Revenue Code and similar state provisions, certain substantial changes in our ownership could result in an annual limitation on the amount of net operating loss and credit carryforwards that can be utilized in future years to offset future taxable income. The annual limitation may result in the expiration of net operating losses and credit carryforwards before utilization. We completed a Section 382 analysis through December 31, 2025, and concluded that an ownership change, as defined under Section 382, had not occurred.
The following table summarizes the activity related to our unrecognized tax benefits (in thousands):

 
Year Ended December 31,
 
2025 2024 2023
Beginning balance $ 127,500   $ 115,766   $ 87,706  
Change relating to prior year provision ( 11,510 ) ( 1,994 ) 631  
Change relating to current year provision 7,534   13,796   32,137  
Reductions based on the lapse of the applicable statutes of limitations ( 11,629 ) ( 68 ) ( 4,708 )
Ending balance $ 111,895   $ 127,500   $ 115,766  

As of December 31, 2025, we had $ 111.9 million in unrecognized tax benefits, of which $ 54.9  million would reduce our income tax provision and effective tax rate, if recognized. We have elected to record interest and penalties in the accompanying Consolidated Statements of Income as a component of provision for income taxes. In the year ended December 31, 2025, the total amount of gross interest and penalties accrued was $ 15.1 million. In the year ended December 31, 2024, the total amount of gross interest and penalties accrued was $ 8.1 million. In the year ended December 31, 2023, interest and penalties were nominal. Both the unrecognized tax benefits and the associated interest and penalties
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are not expected to result in payment or receipt of cash within one year and are therefore classified as other non-current liabilities in the Consolidated Balance Sheets.
We file U.S. and state income tax returns in jurisdictions with varying statues of limitations during which such tax returns may be audited and adjusted by the relevant tax authorities. The tax years 2006 and onwards generally remain subject to examination by federal and most state tax authorities to the extent net operating losses and credits generated during these periods are being utilized in the open tax periods.
The One Big Beautiful Bill Act (OBBBA) was signed into law on July 4, 2025, which, among other provisions, permanently repeals the requirement to capitalize domestic R&E expenditures for federal income tax purposes for taxable years beginning after December 31, 2024, and allows for the accelerated deduction of any remaining unamortized domestic R&E expenditures. Foreign R&E expenditures are still required to be capitalized and amortized ratably over 15 years. The impact of the OBBBA must be recognized in the period of enactment under ASC 740, Income Taxes. The impact of this OBBBA provision has resulted in a $ 191.0 million reduction of our federal deferred tax assets at the end of the fiscal year 2025. The other provisions of the OBBBA had minimal impact to our federal income tax provision and federal deferred tax assets.

NOTE 11. NET INCOME PER SHARE
Net income per share - basic and diluted, were computed as follows (in thousands, except per share amounts):

  Year Ended December 31,
  2025 2024 2023
Numerator:
Net income $ 782,570   $ 521,267   $ 207,765  
Denominator:
Weighted-average common shares outstanding - basic 271,567   290,030   318,151  
Dilutive securities 10,296   6,102   3,313  
Weighted-average common shares outstanding - diluted 281,863   296,132   321,464  

Net income per share - basic $ 2.88   $ 1.80   $ 0.65  
Net income per share - diluted $ 2.78   $ 1.76   $ 0.65  

Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. The diluted net income per share is computed using the weighted-average number of common shares outstanding and dilutive potential common shares outstanding during the period. Dilutive common shares outstanding includes the dilutive effect of in-the-money options, unvested RSUs (including market conditions-based RSUs), and unvested PSUs when the performance condition is met and ESPP contributions. The dilutive effect of such equity awards is calculated based on the average share price for each fiscal period using the treasury stock method.
Certain potential common shares were excluded from our calculation of weighted-average common shares outstanding - diluted because either they would have had an anti-dilutive effect on net income per share or they were related to shares from PSUs or from market conditions-based RSUs that were contingently issuable and the contingency had not been satisfied at the end of the reporting period.
The weighted-average potential common shares excluded from our calculation were as follows (in thousands):

 
Year Ended December 31,
 
2025 2024 2023
Anti-dilutive securities and contingently issuable shares excluded 1,884   5,708   11,703  

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NOTE 12. COMMITMENTS AND CONTINGENCIES
Leases
We have operating leases for our corporate headquarters in Alameda, California and in Greater Philadelphia area which includes both office and laboratory space totaling approximately 639,000 square feet with lease terms ending in 2026 through 2037. Certain of our leases include options to renew the lease or to early terminate the lease. As of December 31, 2025, we considered whether these options to renew or early terminate were reasonably certain of exercise in determining the related lease terms.
Impairment of Long-Lived Assets
In connection with our 2024 Plan, as discussed in “Note 13. Restructuring”, we exited two leases in the Greater Philadelphia area pertaining to approximately 40,000 square feet of leased premises and performed an impairment analysis for these asset groups, primarily composed of right-of-use assets, leasehold improvements, and certain property and equipment. We reassessed the lease term for one of the leases in the Greater Philadelphia area and concluded we were reasonably certain to exercise our right to early terminate the lease and reduced our right-of-use asset and lease liability by $ 3.3 million. In connection with the 2024 Plan, we recognized $ 12.7 million of non-cash impairment charge during the year ended December 31, 2024, to reduce the carrying value of these long-lived assets at their fair value. The impairment charge is presented in restructuring in the accompanying Consolidated Statements of Income.
During fiscal 2024, we evaluated our plans for the Alameda leased facilities and listed certain buildings for sublease. As a result, we determined the related right-of-use assets and leasehold improvements should be evaluated for impairment as separate asset groups. We concluded that these asset groups were not recoverable and we recognized $ 51.7 million of non-cash impairment charge and reduced the carrying value of our right-of-use assets pertaining to approximately 215,000 square feet of leased premises, reduced the leasehold improvements and certain property and equipment, to their estimated fair value. The estimated fair value was determined using an income approach comprised of projected discounted cash flows that included certain Level 3 inputs, such as sublease income and discount rates. The assumptions associated with sublease income and discount rates are subject to risks and uncertainties and could materially differ from our estimates. The impairment charge is presented in impairment of long-lived assets in the accompanying Consolidated Statements of Income.
The balance sheet classification of our operating lease assets and liabilities were as follows (in thousands):

December 31,
 
2025 2024
Assets:
Right-of-use assets included in other non-current assets $ 159,036   $ 172,564  
Liabilities:
Current portion included in other current liabilities $ 27,882   $ 25,011  
Non-current portion of operating lease liabilities 173,038   190,823  
Total operating lease liabilities $ 200,920   $ 215,834  

The components of operating lease costs were as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Operating lease cost $ 23,885   $ 27,461   $ 28,976  
Variable lease cost 8,016   9,276   7,068  

Total operating lease costs $ 31,901   $ 36,737   $ 36,044  

Lease costs for leases with initial terms less than 1 year were immaterial for the years ended December 31, 2025, 2024 and 2023, respectively.
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Cash paid for operating leases which were included in net cash provided by operating activities in our Consolidated Statements of Cash Flows were as follows (in thousands):

Year Ended December 31,
2025 2024 2023
Cash paid for operating leases $ 25,615   $ 26,341   $ 19,559  

The lease term and discount rate for operating leases were as follows:

December 31,
 
2025 2024
Weighted-average remaining lease term (in years)
9.8 years 10.6 years
Weighted-average discount rate 5.3 % 5.3 %

As of December 31, 2025, the maturities of our operating lease liabilities were as follows (in thousands):

Year Ended December 31, Amount
2026 $ 28,520  
2027 24,301  
2028 25,029  
2029 25,777  
2030 26,555  
Thereafter 129,030  
Total lease payments 259,212  
Less:
Imputed interest ( 58,292 )
Operating lease liabilities $ 200,920  

Legal Proceedings
MSN ANDA Litigation
In September 2019, we received a notice letter regarding an Abbreviated New Drug Application (ANDA) submitted to the FDA by MSN Pharmaceuticals, Inc. (individually and collectively with certain of its affiliates, including MSN Laboratories Private Limited, referred to as MSN), requesting approval to market a generic version of CABOMETYX tablets. MSN’s initial notice letter included a Paragraph IV certification with respect to our U.S. Patents No. 8,877,776, salt and polymorphic forms (the ’776 Patent), 9,724,342, formulations (the ’342 Patent), 10,034,873, methods of treatment (the ’873 Patent), and 10,039,757, methods of treatment (the ’757 Patent), which are listed in the Approved Drug Products with Therapeutic Equivalence Evaluations, also referred to as the Orange Book, for CABOMETYX. MSN’s initial notice letter did not provide a Paragraph IV certification against U.S. Patents No. 7,579,473, composition of matter (the ’473 Patent) or 8,497,284, methods of treatment (the ’284 Patent), each of which is listed in the Orange Book. On October 29, 2019, we filed a complaint in the United States District Court for the District of Delaware (the Delaware District Court) for patent infringement against MSN asserting infringement of the ’776 Patent arising from MSN’s ANDA filing with the FDA. On November 20, 2019, MSN filed its response to the complaint, alleging that the asserted claims of the ’776 Patent are invalid and not infringed. On May 5, 2020, we received notice from MSN that it had amended its ANDA to include additional Paragraph IV certifications and to request approval to market a generic version of CABOMETYX tablets prior to expiration of the two previously unasserted ’473 and ’284 Patents. On May 11, 2020, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of these patents, and on May 22, 2020, MSN filed its response, alleging that the asserted claims of these patents are invalid and not infringed. On March 23, 2021, MSN filed its First Amended Answer and Counterclaims (amending its prior filing from May 22, 2020), seeking, among other things, a declaratory judgment that U.S. Patent No. 9,809,549, salt and polymorphic forms (the ’549 Patent) is invalid and would not be infringed by MSN if its generic version of CABOMETYX tablets were approved by the FDA. This ’549 Patent is not listed in the Orange Book. On April 7, 2021, we filed our response to MSN’s First Amended Answer and Counterclaims, denying,
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among other things, that the ’549 Patent is invalid or would not be infringed. The two lawsuits comprising this litigation (collectively referred to as MSN I), numbered Civil Action Nos. 19-02017 and 20-00633, were consolidated in April 2021.
A bench trial for MSN I occurred in May 2022, and on January 19, 2023, the Delaware District Court issued a ruling rejecting MSN’s invalidity challenge to the ’473 Patent. The Delaware District Court also ruled that MSN’s proposed ANDA product does not infringe the ’776 Patent. In accordance with these rulings, the Delaware District Court entered judgment that the effective date of any final FDA approval of MSN’s ANDA shall not be a date earlier than August 14, 2026, the expiration date of the ’473 Patent. Final judgment was entered on January 30, 2023. This ruling in MSN I did not impact our separate MSN II lawsuit (as defined below).
On January 11, 2022, we received notice from MSN that it had further amended its ANDA to assert additional Paragraph IV certifications. In particular, the January 11, 2022 amended ANDA requested approval to market a generic version of CABOMETYX tablets prior to expiration of three previously-unasserted CABOMETYX patents that are now listed in the Orange Book: U.S. Patents No. 11,091,439, crystalline salt forms (the ’439 Patent), 11,091,440, pharmaceutical composition (the ’440 Patent), and 11,098,015, methods of treatment (the ’015 Patent). On February 23, 2022, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of the ’439, ’440, and ’015 Patents arising from MSN’s further amendment of its ANDA filing with the FDA. On February 25, 2022, MSN filed its response to the complaint, alleging that the asserted claims of the ’439, ’440, and ’015 Patents are invalid and not infringed. On June 7, 2022, we received notice from MSN that it had further amended its ANDA to assert an additional Paragraph IV certification. As currently amended, MSN’s ANDA now requests approval to market a generic version of CABOMETYX tablets prior to expiration of a previously-unasserted CABOMETYX patent that is now listed in the Orange Book: U.S. Patent No. 11,298,349, pharmaceutical composition (the ’349 Patent). On July 18, 2022, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of the ’349 Patent arising from MSN’s further amendment of its ANDA filing with the FDA. On August 9, 2022, MSN filed its response to the complaint, alleging that the asserted claims of the ’349 Patent are invalid and not infringed and amended its challenges to the ’439, ’440, and ’015 Patents to allege that these patents are not enforceable based on equitable grounds. The two lawsuits comprising this litigation (collectively referred to as MSN II), numbered Civil Action Nos. 22-00228 and 22-00945, were consolidated in October 2022 and involve Exelixis patents that are different from those asserted in the MSN I litigation described above.
On June 21, 2022, pursuant to a stipulation between us and MSN, the Delaware District Court entered an order that (i) MSN’s submission of its ANDA constitutes infringement of certain claims relating to the ’439, ’440, and ’015 Patents, if those claims are not found to be invalid, and (ii) upon approval, MSN’s commercial manufacture, use, sale or offer for sale within the U.S., and importation into the U.S., of MSN’s proposed ANDA product prior to the expiration of these patents would also infringe certain claims of each patent, if those claims are not found to be invalid. In our MSN II complaints, we sought, among other relief, an order that the effective date of any FDA approval of MSN’s ANDA would be a date no earlier than the expiration of the ’439, ’440, ’015, and ’349 Patents, the latest of which expires on February 10, 2032, and equitable relief enjoining MSN from infringing these patents. On September 28, 2023, the Delaware District Court granted the parties’ stipulation of dismissal of MSN’s equitable defenses and counterclaims. A bench trial occurred in October 2023, and on October 15, 2024, the Delaware District Court issued a ruling rejecting MSN’s invalidity challenge to each of the ’439, ’440, and ’015 Patents. The Delaware District Court also ruled that the ’349 Patent is not invalid and that MSN’s proposed ANDA product does not infringe this patent. In accordance with these rulings, the Delaware District Court entered final judgment on October 23, 2024, that, should the FDA ultimately approve MSN’s ANDA, the effective date of any such approval of MSN’s ANDA shall not be a date earlier than January 15, 2030, the expiration date of each of the ’439, ’440, and ’015 Patents, subject to our potential additional regulatory exclusivity.
On November 22, 2024, MSN noticed an appeal to the Court of Appeals for the Federal Circuit (CAFC) and we noticed a cross-appeal on November 26, 2024. On April 1, 2025, MSN filed its Opening Brief arguing that the asserted claims of the ’439, ’440, ’015, and ’349 Patents are invalid. On June 10, 2025, the CAFC granted our request to dismiss our cross-appeal. On June 11, 2025, we filed our Response Brief. On August 1, 2025, MSN filed its Reply Brief.
In February 2025, we received another notice letter from MSN regarding its ANDA, requesting FDA approval to market a generic version of CABOMETYX tablets. MSN’s notice letter included a Paragraph IV certification with respect to Orange Book-listed patent U.S. Patent No. 12,128,039, low impurity (the ’039 Patent), which expires in 2032. On March 19, 2025, we filed a complaint in the Delaware District Court for patent infringement against MSN asserting infringement of this patent arising from MSN’s further amendment of its ANDA filing with the FDA. On April 10, 2025, MSN filed its response to the complaint, alleging that the asserted claims of the ’039 Patent are invalid, unenforceable, and not infringed. On May 1, 2025, we filed our answer to MSN’s counterclaim. On August 18, 2025, pursuant to a stipulation between us and MSN, the Delaware District Court entered an order that (i) MSN’s submission of its ANDA constitutes infringement of certain claims
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relating to the ’039 Patent, if those claims are not found to be invalid or unenforceable, and (ii) upon approval, MSN’s commercial manufacture, use, sale or offer for sale within the U.S., and importation into the U.S., of MSN’s proposed ANDA product prior to the expiration of the ’039 Patent would also infringe certain claims of the patent, if those claims are not found to be invalid or unenforceable. This litigation has been consolidated with the Sun and Azurity litigations for the trial scheduled for November 2, 2026 (Consolidated Litigation). For additional information on the Consolidated Litigation, see “– Legal Proceedings – Consolidated Litigation.”
Sun ANDA Litigation
On September 17, 2024, we received a notice letter regarding an ANDA submitted to the FDA by Sun Pharmaceutical Industries Ltd. (Sun), requesting approval to market a generic version of CABOMETYX tablets. Sun’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, and the ’349 Patent, which are listed in the Orange Book, for CABOMETYX. On October 30, 2024, we filed a complaint in the Delaware District Court for patent infringement against Sun asserting infringement of the ’776, ’439, ’440, and ’015 Patents. On January 22, 2025, Sun filed its response to the complaint, alleging that the asserted claims of the patents at issue are invalid and not infringed. Sun also filed counterclaims that, inter alia, seek a declaratory judgment that Sun’s ANDA would not infringe any valid and enforceable claim of the ’776, ’439, ’440, ’015, ’342, ’873, ’757, and ’349 Patents. On March 14, 2025, we filed our answer to Sun’s counterclaims.
In February 2025, we received another notice letter from Sun regarding its ANDA, requesting FDA approval to market a generic version of CABOMETYX tablets. Sun’s notice letter included a Paragraph IV certification with respect to Orange Book-listed ’039 Patent, which expires in 2032. On April 4, 2025, we filed a complaint in the Delaware District Court for patent infringement against Sun asserting infringement of the ’039 Patent arising from Sun’s amendment of its ANDA filing with the FDA. On June 9, 2025, Sun filed its response to the complaint, alleging that the asserted claims of the ’039 Patent are invalid, unenforceable, and not infringed. On June 30, 2025, we filed our answer to Sun’s counterclaim.
These Sun litigations were consolidated in the Consolidated Litigation.
In December 2025, we entered into a settlement agreement (Sun Settlement Agreement) with Sun. In accordance with the Sun Settlement Agreement, the parties terminated all ongoing Hatch-Waxman litigation between Exelixis and Sun regarding CABOMETYX patents pending in the U.S. District Court for the District of Delaware. These Sun litigations were terminated on December 30, 2025. On December 30, 2025, in accordance with the Sun Settlement Agreement, Sun was dismissed from the Consolidated Litigation.
Azurity 505(b)(2) NDA Litigation
In March 2025, we received a notice letter regarding a 505(b)(2) New Drug Application (505(b)(2)) submitted to the FDA by Azurity Pharmaceuticals, Inc. (Azurity), requesting approval to market cabozantinib tablets. Azurity’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, the ’349 Patent, and the ’039 Patent which are listed in the Orange Book, for CABOMETYX. On April 18, 2025, we filed a complaint in the Delaware District Court for patent infringement against Azurity asserting infringement of the ’776, ’439, ’440, ’015, ’349, and ’039 Patents. On April 24, 2025, we filed our First Amended Complaint alleging infringement of the same patents. On June 11, 2025, Azurity filed its response to the complaint, alleging that the asserted claims of the patents at issue are not infringed and/or invalid. On July 2, 2025, we filed our answer to Azurity’s counterclaims. On July 28, 2025 Azurity filed motions for judgment on the pleadings regarding the non-infringement of the ’776, ’439, ’440, ’015, ’349, and ’039 Patents. On August 25, 2025, we filed our answering briefs to Azurity’s motions for judgment on the pleadings. On September 15, 2025, Azurity filed its reply briefs. This Azurity litigation was consolidated in the Consolidated Litigation.
Consolidated Litigation
On August 8, 2025, the Delaware District Court ordered that the then-pending abovementioned MSN, Sun, and Azurity district court litigations be consolidated with the trial scheduled for November 2, 2026. On December 30, 2025, in accordance with the Sun Settlement Agreement, Sun was dismissed from the Consolidated Litigation.
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Other
In November 2025, we received a notice letter regarding a 505(b)(2) New Drug Application submitted to the FDA by Handa Oncology, LLC (Handa), requesting approval to market cabozantinib capsules (in the form of cabozantinib lauryl sulfate). Handa’s notice letter included a Paragraph IV certification with respect to the ’776 Patent, the ’342 Patent, the ’873 Patent, the ’757 Patent, the ’439 Patent, the ’440 Patent, the ’015 Patent, the ’349 Patent, and the ’039 Patent which are listed in the Orange Book, for CABOMETYX. Handa’s notice letter also included a Paragraph III certification with respect to the ’473 patent. The company continues to evaluate all legal and strategic options with respect to Handa’s product.
The sale of any cabozantinib products, including tablets and/or capsules, besides CABOMETYX significantly earlier than CABOMETYX’s patent expiration could decrease our revenues derived from the U.S. sales of CABOMETYX and thereby materially harm our business, financial condition and results of operations. It is not possible at this time to determine the likelihood of an unfavorable outcome or estimate of the amount or range of any potential loss.
We may also from time-to-time become a party or subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. Some of these proceedings have involved, and may involve in the future, claims that are subject to substantial uncertainties and unascertainable damages .

NOTE 13. RESTRUCTURING
In August 2025, our Board of Directors authorized, and we implemented, a corporate reorganization plan (the 2025 Plan) to reorganize our workforce and close our office located in King of Prussia, Pennsylvania. Restructuring expenses incurred under the 2025 Plan are primarily severance and employee-related costs. The total restructuring costs, incurred during the year ended December 31, 2025, associated with the 2025 Plan were $ 20.5 million and are presented in the restructuring expense line item within our Consolidated Statements of Income. We incurred the majority of the costs related to the 2025 Plan during the third quarter of 2025 and substantially completed the 2025 Plan by the end of the fiscal year 2025.
The restructuring activities and balances as of and for the year ended December 31, 2025, were as follows (in thousands):

Year Ended December 31, 2025
Accrued at
December 31, 2024
Initial Costs
Adj. to Costs (2)
Non-cash charges Cash Payments Accrued at
December 31, 2025 (3)
Total Costs Incurred to Date Total Expected Plan Costs
Severance and employee-related costs and other exit costs (1)
$ —   $ 20,337   $ 173   $ ( 395 ) $ ( 17,470 ) $ 2,645   $ 20,510   $ 20,510  
Other restructuring plan (4)
256   —   —   —   ( 256 ) —   —   —  
Total restructuring $ 256   $ 20,337   $ 173   $ ( 395 ) $ ( 17,726 ) $ 2,645   $ 20,510   $ 20,510  

__________________
(1) Other exit costs expensed as incurred.
(2) Adjustments to costs consist of changes in estimates whereby increases and decreases in costs were recorded to operating expenses in the period of adjustments.
(3) As of December 31, 2025, substantially all restructuring liabilities have been recorded in accrued compensation and benefits in the accompanying Consolidated Balance Sheets.
(4) Consisted of severance and employee-related costs from the 2024 Plan (as defined below), paid in the first quarter of 2025.
In January 2024, our Board of Directors authorized, and we implemented, a corporate restructuring plan (the 2024 Plan) to reduce our workforce and rebalance our cost structure in alignment with our strategic priorities. Restructuring expenses incurred under the 2024 Plan included: severance and employee-related costs; impairment of long-lived assets; and contract termination and other exit costs. The total restructuring costs, incurred during the year ended December 31, 2024, associated with the 2024 Plan were $ 33.7 million in expenses and were recorded to the restructuring expense line item within our Consolidated Statements of Income as they were incurred through the end of the plan. We incurred the majority of the costs related to the 2024 Plan during the first quarter of 2024.
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In connection with the 2024 Plan, we exited two leases in the Greater Philadelphia area and the right-of-use assets, related leasehold improvements and certain other long-lived assets were remeasured and recorded at fair value, see “Note 12. Commitments and Contingencies” for additional information.
The restructuring activities and balances as of and for the year ended December 31, 2024, were as follows (in thousands):

Year Ended December 31, 2024
Accrued at
December 31, 2023
Initial Costs Adj. to Costs (2)
Non-cash charges Cash Payments Accrued at
December 30, 2024 (3)
Total Costs Incurred to Date Total Expected Plan Costs
Severance and employee-related costs $ —   $ 15,656   $ 69   $ —   $ ( 15,469 ) $ 256   $ 15,725   $ 15,725  
Contract termination and other exit costs (1)
—   5,220   ( 4 ) —   ( 5,216 ) —   5,216   5,216  
Asset impairment —   12,318   401   ( 12,719 ) —   —   12,719   12,719  
Total restructuring $ —   $ 33,194   $ 466   $ ( 12,719 ) $ ( 20,685 ) $ 256   $ 33,660   $ 33,660  

__________________
(1) Contract termination costs consist of accruals for costs to be incurred without future economic benefit, and other exit costs expensed as incurred.
(2) Adjustments to costs consist of changes in estimates whereby increases and decreases in costs were recorded to operating expenses in the period of adjustments.
(3) As of December 31, 2024, all restructuring liabilities have been recorded in accrued compensation and benefits in the accompanying Consolidated Balance Sheets.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.

Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Based on the evaluation of our disclosure controls and procedures (as defined under Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) required by Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended, our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. 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.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
As of the end of our 2025 fiscal year, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in the original Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Based on this assessment, management has determined that our internal control over financial reporting as of January 2, 2026 was effective. There were no material weaknesses in internal control over financial reporting identified by management.
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The independent registered public accounting firm Ernst & Young LLP has issued an audit report on our internal control over financial reporting, which is included on the following page.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Exelixis, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Exelixis, Inc.’s internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Exelixis, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 2, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 2, 2026 and January 3, 2025, the related consolidated statements of income, comprehensive income, stockholders‘ equity and cash flows for each of the three years in the period ended January 2, 2026, and the related notes and our report dated February 10, 2026 expressed an unqualified opinion thereon.
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 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/ Ernst & Young LLP

San Mateo, California
February 10, 2026
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Item 9B. Other Information.
Jack L. Wyszomierski , a member of our Board of Directors , entered into a pre-arranged stock trading plan on November 19, 2025 . Mr. Wyszomierski’s trading plan provides for the sale of up to 114,746 shares of our common stock (including shares obtained from the exercise of vested stock options covered by the trading plan) between February 18, 2026 and November 19, 2026 . This trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and Exelixis’ policies regarding transactions in Exelixis securities.
S. Gail Eckhardt , a member of our Board of Directors , entered into a pre-arranged stock trading plan on November 11, 2025 . Dr. Eckhardt’s trading plan provides for the sale of up to 13,668 shares of our common stock between February 13, 2026 and June 30, 2026 . This trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and Exelixis’ policies regarding transactions in Exelixis securities.
On November 19, 2025 , Brenda J. Hefti , our Senior Vice President and General Counsel , an officer for purposes of Section 16 of the Exchange Act, modifi ed an existing 10b5-1 trading plan that was originally entered on February 26, 2025. Dr. Hefti’s modified trading plan provides for the sale of up to 30,202 shares of our common stock between February 18, 2026 and May 29, 2026 . This modified trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and Exelixis’ policies regarding transactions in Exelixis securities.
During the three months ended December 31, 2025, no other directors or Section 16 officers of the Company adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item relating to our directors and nominees, including information with respect to our audit committee, audit committee financial experts and procedures by which stockholders may recommend nominees to our Board of Directors, is incorporated by reference to the section entitled “Proposal 1 – Election of Directors” appearing in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after January 2, 2026, which we refer to as our 2026 Proxy Statement. The information required by this item regarding our executive officers is incorporated by reference to the section entitled “Information about our Executive Officers” appearing in our 2026 Proxy Statement. The information, if any, required by this item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference to the section entitled “Delinquent Section 16(a) Reports” appearing in our 2026 Proxy Statement. The information required by this item relating to our insider trading policies and procedures is incorporated by reference to the section entitled “Corporate Governance—Insider Trading Policies and Procedures” appearing in our 2026 proxy statement.
Code of Ethics
We have adopted a Corporate Code of Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Corporate Code of Conduct is posted on our website at www.exelixis.com under the caption “Investors & News—Corporate Governance.”
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Corporate Code of Conduct by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Stock Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information.

Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the sections entitled “Compensation of Executive Officers,” “Compensation of Directors,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” appearing in our 2026 Proxy Statement.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item relating to security ownership of certain beneficial owners and management is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” appearing in our 2026 Proxy Statement.
Equity Compensation Plan Information
The following table provides certain information about our common stock that may be issued upon the exercise of stock options and other rights under all of our existing equity compensation plans as of December 31, 2025, which consists of our 2000 Employee Stock Purchase Plan (as amended and restated, the Amended ESPP), and our 2017 Equity Incentive Plan (as amended and restated, the 2017 Plan) (in thousands, except per share amounts):

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
  (a) (b) (c)
Equity compensation plans approved by stockholders (1)
19,604  $ 2.63  (2)
22,406 
Total 19,604  $ 2.63  22,406 

____________________
(1) Equity plans approved by our stockholders include the 2017 Plan and the Amended ESPP. As of December 31, 2025, a total of 6.6 million shares of our common stock remained available for issuance under the Amended ESPP, and up to a maximum of 0.7 million shares of our common stock may be purchased in the current purchase period. The shares issuable pursuant to our Amended ESPP are not included in the number of shares to be issued pursuant to rights outstanding and the weighted-average exercise price of such rights as of December 31, 2025, as those numbers are not known.
(2) The weighted-average exercise price takes into account the shares subject to outstanding restricted stock units (RSUs), including such awards with market conditions, which have no exercise price. The weighted-average exercise price, excluding such outstanding RSUs, is $21.31.

Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the sections entitled “Certain Relationships and Related Party Transactions” and “Proposal 1 – Election of Directors” appearing in our 2026 Proxy Statement.

Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference to the section entitled “Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm” appearing in our 2026 Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.
(a) The following documents are being filed as part of this report:
(1)     The following financial statements and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8:

 
Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
78

Consolidated Balance Sheets
80

Consolidated Statements of Income
81

Consolidated Statements of Comprehensive Income
81

Consolidated Statements of Stockholders’ Equity
82

Consolidated Statements of Cash Flows
83

Notes to Consolidated Financial Statements
84

    
(2)    All financial statement schedules are omitted because the information is inapplicable or presented in the Notes to Consolidated Financial Statements.
(3)    The following Exhibits are filed as part of this report.

Incorporation by Reference

Exhibit
Number
Exhibit Description
Form
File Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith

3.1 Restated Certificate of Incorporation of Exelixis, Inc.
10-Q 000-30235 3.1 8/5/2021
3.2 Certificate of Change of Registered Agent and/or Registered Office
10-Q
000-30235
3.2
4/30/2024
3.3 Amended and Restated Bylaws of Exelixis, Inc.
8-K 000-30235 3.1 12/20/2023
4.1 Specimen Common Stock Certificate.
10-Q 000-30235 4.1 8/5/2021
4.2 Description of the Common Stock of Exelixis, Inc. Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
10-K 000-30235 4.2 2/18/2022
10.1 †
Form of Indemnification Agreement
10-K 000-30235 10.1 2/18/2022
10.2 †
Exelixis, Inc. 2000 Employee Stock Purchase Plan
10-Q
000-30235 10.1 8/6/2024
10.3 †
Exelixis, Inc. 2014 Equity Incentive Plan
10-Q 000-30235 10.1 8/6/2020
10.4 †
Form of Stock Option Agreement under the Exelixis, Inc. 2014 Equity Incentive Plan
10-Q 000-30235 10.2 7/31/2014
10.5 †
Form of Stock Option Agreement (Non-Employee Director) under the Exelixis, Inc. 2014 Equity Incentive Plan
10-Q 000-30235 10.4 7/31/2014
10.6 †
Form of Restricted Stock Unit Agreement under the Exelixis, Inc. 2014 Equity Incentive Plan
10-Q 000-30235 10.5 7/31/2014
10.7 †
Exelixis, Inc. 2016 Inducement Award Plan
10-Q 000-30235 10.2 8/6/2020
10.8 †
Exelixis, Inc. 2017 Equity Incentive Plan
10-Q 000-30235 10.1 8/9/2022

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Incorporation by Reference

Exhibit
Number
Exhibit Description
Form
File Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith

10.9 †
Form of Stock Option Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan
10-K 000-30235 10.11 2/11/2021
10.10 †
Form of Stock Option Agreement (Non-Employee Director) under the Exelixis, Inc. 2017 Equity Incentive Plan
10-K 000-30235 10.22 2/26/2018
10.11 †
Form of Restricted Stock Unit Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan
10-Q 000-30235 10.5 8/6/2020
10.12 †
Form of Restricted Stock Unit Agreement (Non-Employee Director) under the Exelixis, Inc. 2017 Equity Incentive Plan
10-Q 000-30235 10.6 8/6/2020
10.13
Form of One-Time Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Exelixis, Inc. 2017 Equity Incentive Plan .
10-Q 000-30235 10.1 5/13/2025
10.14 †
Non-Employee Director Equity Compensation Policy
10-Q 000-30235 10.4 5/5/2020
10.15 †
Offer Letter Agreement, dated February 3, 2000, between Exelixis, Inc. and Michael Morrissey, Ph.D.
10-Q 000-30235 10.43 8/5/2004
10.16 †
Offer Letter Agreement, dated July 1, 2015, between Exelixis, Inc. and Christopher Senner
10-Q 000-30235 10.5 11/10/2015
10.17 †
Offer Letter Agreement, dated August 27, 2023, between Exelixis, Inc. and Amy C. Peterson
10-K
000-30235
10.18 2/6/2024
10.18 †
Offer Letter Agreement, dated February 10, 2014, between Exelixis, Inc. and Jeffrey J. Hessekiel.
10-Q 000-30235 10.4 5/1/2014
10.19 †
Terms of Employment Offer, dated December 15, 2022, for Dana T. Aftab, Ph.D.
10-K 000-30235 10.20 2/7/2023
10.20 †
Offer Letter Agreement, dated August 19, 2010, between Exelixis, Inc. and Patrick J. Haley
10-K 000-30235 10.26 2/27/2017
10.21†
Offer Letter Agreement, dated January 22, 2013, between Exelixis, Inc. and Brenda J. Hefti
X
10.22†*
Separation Agreement, by and between Exelixis, Inc. and Amy Peterson
X
10.23 †
Annual Cash Bonus Compensation Plan for Executives
8-K 000-30235 10.1 2/16/2018
10.24 †
Cash Compensation Information for Non-Employee Directors.
10-K
000-30235
10.23 2/6/2024
10.25 †
Exelixis, Inc. Change in Control and Severance Benefit Plan, as amended and restated.
10-K
000-30235
10.24 2/6/2024
10.26
Lease Agreement dated May 2, 2017, between Ascentris 105, LLC and Exelixis, Inc.
10-Q 000-30235 10.1 8/2/2017
10.27
First Amendment dated October 16, 2017, to Lease Agreement dated May 2, 2017, between Ascentris 105, LLC and Exelixis, Inc.
10-K 000-30235 10.39 2/26/2018

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Incorporation by Reference

Exhibit
Number
Exhibit Description
Form
File Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith

10.28
Second Amendment dated June 13, 2018, to Lease Agreement dated May 2, 2017, between Ascentris 105, LLC and Exelixis, Inc.
10-Q 000-30235 10.2 8/1/2018
10.29
Third Amendment dated April 1, 2019, to Lease Agreement dated May 2, 2017, between Ascentris 105, LLC and Exelixis, Inc.
8-K 000-30235 10.1 4/5/2019
10.30
Fourth Amendment dated August 30, 2019, to Lease Agreement dated May 2, 2017, between Hillwood Enterprises, L.P. (as successor in interest to Ascentris 105, LLC) and Exelixis, Inc.
10-Q 000-30235 10.3 10/30/2019
10.31
Fifth Amendment dated January 16, 2020, to Lease Agreement dated May 2, 2017, between Waterfront EDP, LLC (as successor in interest to Hillwood Enterprises, L.P.) and Exelixis, Inc.
10-K 000-30235 10.37 2/25/2020
10.32
Sixth Amendment dated December 11, 2020, to Lease Agreement dated May 2, 2017, between SCG Harbor Bay Parkway Phase I, LLC (as successor in interest to Waterfront EDP, LLC) and Exelixis, Inc.
10-K 000-30235 10.32 2/11/2021
10.33
Seventh Amendment dated May 16, 2022, to Lease Agreement dated May 2, 2017, between SCG Harbor Bay Parkway Phase I, LLC and Exelixis, Inc.
10-Q 000-30235 10.3 8/9/2022
10.34
Lease Agreement dated October 25, 2019, between Ernst Development Partners, Inc. and Exelixis, Inc.
10-Q 000-30235 10.2 10/30/2019
10.35
First Amendment dated January 16, 2020, to Lease Agreement dated October 25, 2019, between Alameda BTS EDP, LLC (as successor in interest to Ernst Development Partners, Inc.) and Exelixis, Inc.
10-K 000-30235 10.39 2/25/2020
10.36**
Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.1 5/6/2021
10.37**
First Amendment dated December 20, 2016, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.2 5/6/2021
10.38**
Second Amendment dated September 14, 2017, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.3 5/6/2021
10.39**
Third Amendment dated October 26, 2017, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.4 5/6/2021
10.40**
Fourth Amendment dated October 11, 2022, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-K 000-30235 10.40 2/7/2023

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Incorporation by Reference

Exhibit
Number
Exhibit Description
Form
File Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith

10.41**
Fifth Amendment dated August 24, 2023, to the Collaboration and License Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.1 11/1/2023
10.42**
Amended and Restated Collaboration and License Agreement dated December 17, 2025, by and between Exelixis, Inc. and Ipsen Pharma SAS
X
10.43**
Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.5 5/6/2021
10.44**
First Amendment dated October 26, 2017, to the Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.6 5/6/2021
10.45**
Second Amendment dated May 17, 2019, to the Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-Q 000-30235 10.2 7/31/2019
10.46**
Third Amendment dated December 10, 2021, to the Supply Agreement dated February 29, 2016, by and between Exelixis, Inc. and Ipsen Pharma SAS
10-K 000-30235 10.42 2/18/2022
10.47**
Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited
10-Q 000-30235 10.1 5/10/2022
10.48*
First Amendment dated March 22, 2018, to the Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited
10-Q 000-30235 10.1 8/1/2018
10.49**
Second Amendment dated May 7, 2019, to the Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited
10-Q 000-30235 10.2 5/10/2022
10.50**
Third Amendment dated September 3, 2020, to the Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited
10-Q 000-30235 10.1 11/5/2020
10.51**
Fourth Amendment dated November 24, 2025, to the Collaboration and License Agreement dated January 30, 2017, by and between Exelixis, Inc. and Takeda Pharmaceutical Company Limited
X
10.52**
Joint Clinical Research Agreement dated December 18, 2019, by and between Exelixis, Inc. and F. Hoffmann-La Roche Ltd
10-K 000-30235 10.62 2/25/2020
19.1
Exelixis, Inc. Insider Trading Policy
10-K
000-30235 19.1 2/11/2025
19.2
Exelixis, Inc. Rule 10b5-1 Trading Plan Policy
10-K
000-30235 19.2 2/11/2025
21.1 Subsidiaries of Exelixis, Inc.
X

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Incorporation by Reference

Exhibit
Number
Exhibit Description
Form
File Number
Exhibit/
Appendix
Reference
Filing Date
Filed
Herewith

23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (contained on signature page)
X
31.1 Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and Rule 15d-14(a)
X
31.2 Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and Rule 15d-14(a)
X
32.1‡ Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
X
97.1 †
Exelixis, Inc. Policy for Recoupment of Variable Compensation, amended and restated
10-K
000-30235 97.1
2/6/2024
101.INS XBRL Instance Document The XBRL instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File Formatted as Inline XBRL and contained in Exhibit 101.

†  
Management contract or compensatory plan.
* Confidential treatment granted for certain portions of this exhibit.
** Portions of this exhibit have been omitted as being immaterial and would be competitively harmful if publicly disclosed.
‡ This certification 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 Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (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.

ITEM 16.    Form 10-K Summary.
 None provided.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

E XELIXIS , I NC .

February 10, 2026 By: /s/ M ICHAEL M. M ORRISSEY

Date Michael M. Morrissey, Ph.D.
President and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints MICHAEL M. MORRISSEY , CHRISTOPHER J. SENNER and BRENDA J. HEFTI and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures
Title
Date

/s/ M ICHAEL M. M ORRISSEY
Director, President and Chief Executive Officer February 10, 2026
Michael M. Morrissey, Ph.D. (Principal Executive Officer)

/s/ C HRISTOPHER J. S ENNER
Executive Vice President and Chief Financial Officer February 10, 2026
Christopher J. Senner (Principal Financial and Accounting Officer)

/s/ S TELIOS P APADOPOULOS
Chairman of the Board February 10, 2026
Stelios Papadopoulos, Ph.D.

/s/ M ARY C. B ECKERLE
Director February 10, 2026
Mary C. Beckerle, Ph.D.

/s/ S. G AIL E CKHARDT
Director February 10, 2026
S. Gail Eckhardt, M.D.

/s/ M ARIA C. F REIRE
Director February 10, 2026
Maria C. Freire, Ph.D.

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Signatures Title Date

/s/ T OMAS J. H EYMAN
Director February 10, 2026
Tomas J. Heyman

/s/ D AVID E. J OHNSON
Director February 10, 2026
David E. Johnson

/s/ R OBERT L. O LIVER
Director February 10, 2026
Robert L. Oliver, Jr.

/s/ G EORGE P OSTE
Director February 10, 2026
George Poste, DVM, Ph.D., FRS

/s/ J ULIE A. S MITH
Director February 10, 2026
Julie A. Smith

/s/ J ACK L. W YSZOMIERSKI
Director February 10, 2026
Jack L. Wyszomierski

129