Stockholders’ Equity

3 Months Ended

Apr. 03, 2026

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

We have an equity incentive plan under which we grant stock options and restricted stock units (RSUs), including market condition-based RSUs and performance-based RSUs (PSUs) to employees and directors. As of March 31, 2026, 12.5 million shares were available for grant under the Exelixis, Inc. 2017 Equity Incentive Plan (as amended and restated, the 2017 Plan). The share reserve is reduced by 1 share for each share issued pursuant to a stock option and 2 shares for full value awards, including RSUs and PSUs.

We allocated the stock-based compensation for our 2017 Plan and our 2000 Employee Stock Purchase Plan (as amended and restated, the Amended ESPP) as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Research and development	$	12,318	$	9,522
Selling, general and administrative	16,732		16,408
Total stock-based compensation	$	29,050	$	25,930

Stock-based compensation for each type of award under our 2017 Plan and Amended ESPP were as follows (in thousands):


	Three Months Ended March 31,
	2026		2025
Stock options	$	253	$	1,060
Restricted stock units	27,059		23,102
Performance stock units	—		241
Employee stock purchase plan	1,738		1,527
Total stock-based compensation	$	29,050	$	25,930

As of March 31, 2026, there were 1.5 million stock options outstanding and $0.6 million of related unrecognized stock-based compensation.

In February 2026, we awarded to certain employees an aggregate of 0.7 million RSUs (the target number) that are subject to a total shareholder return (TSR) market condition and a time-based service condition (the 2026 TSR-based RSUs). The TSR market condition is based on our relative TSR percentile rank compared to companies in the Nasdaq Biotechnology Index during the performance period, which is January 3, 2026 through December 29, 2028. Depending on the results relative to the TSR market condition, the holders of the 2026 TSR-based RSUs may earn up to 200% of the target number of

shares. Following achievement of the market condition at the end of the performance period and upon employee’s continuous service through the vesting dates, 50% of the shares earned pursuant to the 2026 TSR-based RSUs will vest shortly after the end of the performance period, and the remainder will vest approximately one year later. The 2026 TSR-based RSUs will be forfeited if the market condition at or above a threshold level is not achieved, and/or the time-based service condition is not fulfilled, by the end of the performance period and through the vesting dates.

We used a Monte Carlo simulation model and the following assumptions to determine the grant date fair value of $55.31 per share for the 2026 TSR-based RSUs:


	2026 TSR-based RSUs
Fair value of Exelixis common stock on grant date	$	44.28
Expected volatility	35.5		%
Risk-free interest rate	3.4		%
Dividend yield	—		%

The Monte Carlo simulation model for our 2026 TSR-based RSUs assumed correlations of returns of the stock prices of Exelixis common stock and the common stock of a peer group of companies and historical stock price volatility of the peer group of companies. The valuation model also used terms based on the remaining length of the performance period and compound annual growth rate goals for TSR based on the provisions of the awards. Stock-based compensation related to RSUs with a market condition is recognized regardless of the outcome of the market condition.

During the three months ended March 31, 2026, we granted 1.6 million service-based RSUs with a weighted- average grant date fair value of $44.17 per share. As of March 31, 2026, there were 18.2 million RSUs outstanding, including RSUs that are subject to market conditions, and $366.9 million of related unrecognized stock-based compensation. Service-based RSUs granted to employees during the three months ended March 31, 2026, have vesting conditions and contractual lives of a similar nature to those described in “Note 9. Stockholders’ Equity” of the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of our Fiscal 2025 Form 10-K.

Common Stock Repurchases

In October 2025, our Board of Directors authorized a stock repurchase program (SRP) to acquire up to $750.0 million of our outstanding common stock before December 31, 2026. Under this SRP, as of March 31, 2026, we repurchased 13.7 million shares of common stock for an aggregate purchase price of $590.6 million. As of March 31, 2026, approximately $159.4 million remained available under the SRP for future stock repurchases before December 31, 2026. In May 2026, our Board of Directors authorized the repurchase of up to an additional $750.0 million of our outstanding common stock by December 31, 2027. Stock repurchases under these SRPs may be made from time to time through a variety of methods, which may include open market purchases, in block trades, Rule 10b5-1 trading plans, accelerated share repurchase transactions, exchange transactions, or any combination of such methods. The timing and amount of any stock repurchases under the SRPs will be based on a variety of factors, including ongoing assessments of the capital needs of the business, alternative investment opportunities, the market price of our common stock and general market conditions. The SRPs do not obligate us to acquire any amount of our common stock, and the SRPs may be modified, suspended or discontinued at any time without prior notice.