EXELIXIS, INC. — Form 10-Q

Exelixis amended its Non-Employee Director Equity Compensation Policy effective June 18, 2026. The policy provides initial grants of $600,000 (50% options, 50% RSUs) upon first election and annual grants of $400,000 thereafter to non-employee directors. Key change: directors may now elect to receive annual grants entirely in options or entirely in RSUs, rather than the previous 50/50 split. Vesting terms remain: initial grants vest over 3 years, annual grants vest in 1 year. Change in Control provision provides full vesting acceleration.