Vaxcyte Inc美股招股说明书(2026-01-30版)

11,000,000 Shares of Common Stock Common Stock We are offering 11,000,000 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol “PCVX.” The last reported sale price of our common stock on theNasdaq Global Select Market on January 29, 2026 was $52.82 per share. Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page S-11 ofthis prospectus supplement. (1)See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters. We have granted the underwriters an option to purchase up to an additional 1,650,000 shares of common stock from us at the public offering price, lessunderwriting discounts and commissions, for a period of 30 days following the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities orpassed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the shares to purchasers on or about February2, 2026. Needham & Company BTIG Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONU.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF WARRANTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to an offering of our common stock. Before buying any of the common stock thatwe are offering, we urge you to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporatedby reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in thisprospectus supplement. These documents contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to,updates and changes information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. Thesecond part is the accompanying prospectus, which gives more general information. To the extent the information contained in this prospectussupplement differs from or conflicts with the information contained in the accompanying prospectus or any document incorporated by reference hereinor therein, the information in this prospectus supplement will control. If any statement in one of these documents is inconsistent with a statement inanother document having a later date—for example, a document incorporated by reference into the accompanying prospectus—the statement in thedocument having the later date modifies or supersedes the earlier statement. We have not, and the underwriters have not, authorized anyone else to provide you with information that is in addition to or different from that containedor incorporated by reference in this prospectus supplement and the accompanying prospectus, along with the information contained in any permitted freewriting prospectus we have authorized for use in connection with this offering. We take, and the underwriters take, no responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of ourcommon stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement, the accompanyingprospectus and any authorized free writing prospectus is accurate only as of the date of this prospectus supplement or the date of the accompanyingprospectus, and the information in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus is accurateonly as of the date of those respective documents, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus orof any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since those dates.You should read this prospectus supplement and the accompanying prospectus, as well as the documen