UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 8-K

______________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 12, 2026

~~Date of Report (Date of earliest event reported): March 6, 2026~~______________________________________________

Lyell Immunopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40502		83-1300510
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

______________________________________________

201 Haskins Way

Delaware

001-40502

83-1300510

South San Francisco, California

94080

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(Address of Principal Executive Offices)

(Zip Code)

201 Haskins Way

South San Francisco, California

94080

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 695-0677

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):______________________________________________

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

☐o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

~~Trading Symbol(s)~~

~~Name of each exchange on which registered~~

TradingSymbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

~~LYEL~~

~~Nasdaq Global Select Market~~

LYEL

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐o

Item 5 2.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On March 612, 2026, ~~the Board of Directors of~~ Lyell Immunopharma, Inc. (the “Company”) ~~approved~~issued ~~the~~a ~~appointment~~press ofrelease ~~Smital~~announcing ~~Shah~~its asfinancial ~~the~~results ~~Company’s~~for ~~Chief~~the ~~Financial~~quarter and ~~Business~~full ~~Officer~~year ~~and~~ended ~~principal financial officer, effective March~~December 931, ~~2026~~2025. ~~Lynn~~A ~~Seely,~~copy ~~M.D.,~~of the ~~Company’s~~press ~~President~~release ~~and~~is ~~Chief~~attached ~~Executive~~hereto ~~Officer, previously served~~ as ~~interim principal financial officer~~Exhibit 99. 1.

InThe ~~connection~~information ~~with~~in ~~Ms. Shah’s~~this ~~appointment as the Company’s Chief Financial and Business Officer~~Item 2.02, ~~the~~including ~~Company and Ms. Shah entered into an offer letter that governs~~ the ~~terms~~attached ~~of Ms.~~Exhibit ~~Shah’s at-will employment relationship with the Company~~99. ~~Pursuant to the offer letter~~1, ~~Ms. Shah~~ is ~~entitled~~being tofurnished ~~receive an initial annual base salary of $500,000~~ and ashall ~~target~~not ~~annual~~be ~~bonus~~deemed of“filed” ~~up to 50% of her base salary. In addition, Ms. Shah will receive a stock option~~ for ~~140,000 shares of common stock of~~ the ~~Company,~~purposes ~~with an exercise price equal to the fair market value~~ of ~~the~~Section 18 ~~common stock~~ of the ~~Company~~Securities onExchange ~~the~~Act ~~date~~ of ~~grant~~1934, toas beamended ~~granted under~~ (the ~~Company’s~~“Exchange ~~2021 Equity Incentive Plan. Twenty-five percent (25%~~Act”), ofor ~~the~~otherwise ~~total shares~~ subject to the ~~option~~liabilities ~~will~~of ~~vest~~that onsection, ~~the~~nor ~~one-year~~shall ~~anniversary~~it ofbe ~~Ms. Shah’s~~deemed ~~employment~~incorporated ~~commencement~~by ~~date~~reference ~~and~~into anany ~~additional~~filing ~~1/48th~~made ofby the ~~total~~Company ~~shares~~under ~~subject to~~ the ~~option~~Securities ~~will~~Act ~~vest~~of in1933, ~~equal~~as ~~monthly installments thereafter~~amended, ~~subject~~or ~~to Ms. Shah remaining an employee of~~ the ~~Company~~Exchange ~~on each applicable vesting date. Ms. Shah will participate in the Company’s Officer Severance Plan~~Act, asexcept ~~amended (filed~~ as ~~Exhibit 10.1~~shall tobe ~~the~~expressly ~~Company’s~~set ~~Quarterly~~forth ~~Report~~by onspecific ~~Form 10-Q~~reference ~~(No.~~in ~~001-40502))~~such as a ~~Tier I Employee (as defined therein)~~filing.

Prior to her appointment as the Company’s Chief Financial and Business Officer, Ms. Shah, 49, provided finance and business development consulting services to the Company since February 2026, and before that, since January 2023, served as an independent consultant to multiple biotech and life sciences companies on finance and business development strategy and operations. From October 2014 to December 2022, Ms. Shah served as Chief Business and Financial Officer of ProQR Therapeutics (Nasdaq: PRQR) overseeing all business functions related to finance, communications, commercial strategy, business development and legal. Previously, Ms. Shah managed the multi-billion-dollar debt, cash and investment portfolios of Gilead Sciences, Inc. Prior to Gilead, she was an investment banker at Leerink Partners and JP Morgan focused on capital raising and strategic transactions in the biotechnology space. Before that, Ms. Shah held various research and development roles at Johnson & Johnson Company. Ms. Shah holds a B.S. in Chemical Engineering from the University of Mumbai, an M.S. in Chemical Engineering from Virginia Tech and an M.B.A. in Finance from the University of California, Berkeley, Haas School of Business. Ms. Shah previously served on the Board of Directors of Pliant Therapeutics until June 2025 and was a Board Member and Chair of the Audit Committee at Graphite Bio until its merger with LENZ Therapeutics in March 2024.

The Company has also entered into its standard indemnification agreement with Ms. Shah in the form previously filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-256470), as amended, filed with the Securities and Exchange Commission on May 25, 2021.

The foregoing summary of the offer letter does not purport to be a complete description of the offer letter and is qualified in its entirety by reference to the complete text of the offer letter, which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	~~Description~~	Description
10.1	Offer Letter, dated March 3, 2026, by and between Smital Shah and Lyell Immunopharma, Inc.
99.1		Press Release Dated March 12, 2026
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~	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.

			~~Lyell Immunopharma, Inc.~~	Lyell Immunopharma, Inc.
Date: March 9, 2026		By:	/s/ Mark Meltz
Date:	March 12, 2026		By:	/s/ MARK MELTZ
			~~Mark Meltz~~	Mark Meltz
			General Counsel
				General Counsel and Corporate Secretary

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