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): February 24, 2026

~~Date of Report (Date of earliest event reported): January 29, 2026~~_____________________________________________

~~VAXCYTE~~Vaxcyte, ~~INC~~Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39323		46-4233385
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

_____________________________________________

825 Industrial Road
Delaware		01-39323	46-4233385
Suite 300
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
San Carlos, California	94070
825 Industrial RoadSuite 300San Carlos , California			94070
(Address of Principal Executive Offices)	~~(Zip Code)~~		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 837-0111

Not Applicable

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

_____________________________________________

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:

☐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))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ 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

Common Stock, $0.001 par value per share

PCVX

The Nasdaq Stock Market LLC

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 82.~~01.~~02 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

~~Underwriting~~On ~~Agreement~~February 24, 2026, Vaxcyte, Inc. issued a press release announcing its financial results for the quarter and full year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

OnThe ~~January 29,~~information ~~2026,~~in ~~Vaxcyte,~~this ~~Inc~~Item 2.02 ~~(“Vaxcyte”)~~and ~~entered~~Item ~~into~~9.01, anincluding ~~underwriting~~Exhibit ~~agreement (the “Underwriting Agreement”) with BofA Securities, Inc~~99.1, ~~Jefferies~~shall ~~LLC,~~not ~~Leerink~~be ~~Partners~~deemed ~~LLC~~to ~~and~~be ~~Evercore~~“filed” ~~Group~~for ~~L.L.C.~~purposes asof ~~representatives~~Section 18 of the ~~several~~Securities ~~underwriters~~Exchange ~~named~~Act ~~therein~~of ~~(collectively~~1934, ~~the~~as ~~“Underwriters”),~~amended ~~relating to the issuance and sale~~ (the “~~Offering~~Exchange Act”) ~~of 11~~,~~000,000~~ ~~shares~~or ofotherwise ~~its~~subject ~~common stock, par value $0.001 per share, at a price~~ to the ~~public~~liabilities of ~~$50.00~~that ~~per~~section, ~~share.~~nor ~~Pursuant~~shall toit ~~the~~be ~~Underwriting~~deemed ~~Agreement,~~incorporated ~~the~~by ~~Underwriters~~reference ~~agreed~~into toany ~~purchase~~registration ~~the~~statement ~~shares~~or ofother ~~common~~document ~~stock~~filed ~~from~~under ~~Vaxcyte~~the atSecurities aAct ~~price~~ of ~~$47.50~~1933, ~~per~~as ~~share.~~amended ~~Vaxcyte~~or ~~also granted~~ the ~~Underwriters~~Exchange ~~a 30-day option to purchase up to an additional 1~~Act,~~650,000~~ ~~shares~~except ofas ~~common~~shall ~~stock~~be ~~from~~expressly ~~Vaxcyte.~~set ~~All~~forth ofby ~~the~~specific ~~shares~~reference in ~~the~~such ~~Offering were sold by Vaxcyte~~filing.

OnItem ~~January 30, 2026, the Underwriters notified Vaxcyte of their intent to exercise their option to purchase the additional shares in full~~9.01 ~~The~~Financial ~~net~~Statements 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~~Exhibits. ~~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~~d)~~, as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.~~ Exhibits

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.


Exhibit Number						Description
99.1						Press Release of Vaxcyte, Inc., dated Febr uary 24 , 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.~~		VAXCYTE, INC.
Date: February 2, 2026		By:	/s/ Andrew Guggenhime
Date:	February 24, 2026		By:	/s/ Andrew Guggenhime
			Andrew Guggenhime
				Andrew GuggenhimePresident and Chief Financial Officer
			President and Chief Financial Officer

Filing Compare · Vaxcyte, Inc.