伊克力西斯 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For thefiscal year ended January2, 2026or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number:000-30235 EXELIXIS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1851 Harbor Bay ParkwayAlameda, CA 94502(650) 837-7000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)Securities registered pursuant to Section12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required tofile reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)hasfiled all reports required to befiled by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to suchfiling requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smaller reporting company, or an emerginggrowth company. See the definitions of “large acceleratedfiler,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchange Act. Large acceleratedfilerNon-acceleratedfiler AcceleratedfilerSmallerreportingcompanyEmerging growth company 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 orrevisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant hasfiled a report on and attestation to its management’s assessment of the effectiveness of its internal controloverfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in thefilingreflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the commonequity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed secondfiscalquarter: approximately $9.4billion. Excludes shares of the registrant’s common stock held by persons who were directors and/or executive officers of the registrantatJuly4, 2025 on the basis that such persons may be deemed to have been affiliates of the registrant at such date. Exclusion of such shares should not be construed toindicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that suchperson is controlled by or under common control with the registrant. Number of shares of the registrant’s common stock outstanding as of February2, 2026: 259,708,689 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement to befiled with the Securities and Exchange Commission pursuant to Regulation 14A, not later thanMay2, 2026, in connection with the registrant’s 2026Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Annual Report on Form10-K. EXELIXIS, INC.ANNUAL REPORT ON FORM 10-KINDEX PagePARTIItem1.Business3Item1A.Risk Factors35Item1B.Unresolved StaffComments56Item1C.Cybersecurity56Item2.Properties57Item3.Legal Proceedings57Item4.Mine Safety Disclosures57PARTIIItem5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchas