UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
Underwriting Agreement
On January 29, 2026, Vaxcyte, Inc. (“Vaxcyte”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC, Leerink Partners LLC and Evercore Group L.L.C. as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale (the “Offering”) of 11,000,000 shares of its common stock, par value $0.001 per share, at a price to the public of $50.00 per share. Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase the shares of common stock from Vaxcyte at a price of $47.50 per share. Vaxcyte also granted the Underwriters a 30-day option to purchase up to an additional 1,650,000 shares of common stock from Vaxcyte. All of the shares in the Offering were sold by Vaxcyte.
On January 30, 2026, the Underwriters notified Vaxcyte of their intent to exercise their option to purchase the additional shares in full. The net proceeds to Vaxcyte from the Offering, including the exercise by the Underwriters of their 30-day option to purchase additional shares, was approximately $600.2 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by Vaxcyte. The Offering closed on February 2, 2026.
The Offering was made pursuant to Vaxcyte’s effective registration statement on Form S-3 (Registration Statement No. 333-279735), as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.
The Underwriting Agreement contains customary representations, warranties and covenants by Vaxcyte, customary conditions to closing, indemnification obligations of Vaxcyte and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.
The Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing descriptions of the terms of the Underwriting Agreement are qualified in their entirety by reference to such exhibits hereto. A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated January 29, 2026 | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements 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.
| VAXCYTE, INC. | ||||||
| Date: February 2, 2026 | By: | /s/ Andrew Guggenhime | ||||
| Andrew Guggenhime | ||||||
| President and Chief Financial Officer | ||||||