Vaxcyte Inc 2025年度报告

(Mark One)ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-39323 VAXCYTE, INC. (Exact name of Registrant as specified in its Charter) Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesÈNo‘ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesÈNo‘ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YesÈNo‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerÈNon-accelerated filer‘Emerging growth company‘ Accelerated filer‘Smaller reporting 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 or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.‘ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.‘ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers 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 Rule 12b-2 of the Act). YES‘NOÈ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of its Common Stock on the Nasdaq Global SelectMarket on June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $3.7 billion. Shares of the Registrant’s common stock heldby each executive officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation doesnot reflect a determination that certain persons are affiliates of the Registrant for any other purpose. The number of shares of Registrant’s Common Stock outstanding as of February 20, 2026 was 143,920,361. Part III of this Annual Report on Form 10-K incorporates information by reference from the registrant’s definitive proxy statement to be filed with the U.S. Securities and ExchangeCommission pursuant to Regulation 14A, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, in connection with the registrant’s 2025 annualmeeting of stockholders. Table of Contents PART I Item 1.Business1Item 1A.Risk Factors53Item 1B.Unresolved Staff Comments96Item 1C.Cybersecurity96Item 2.Properties97Item 3.Legal Proceedings110Item 4.Mine Safety Disclosures98 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities99Item 6.[Reserved]100Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations101Item 7A.Quantitative and Qualitative Disclosures About Market Risk121Item 8.Consolidated Financial Statements and Supplementary Data124Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure157Item 9A.Controls and Procedures157Item 9B.Other Information159Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections160 PART III Item 10.Directors, Executive Officers and Corporate Governance161Item 11.Executive Compensation161Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder161Item 13.Certain Relationships and Related Transactions, and Director Independence161Item 14.Principal Accountant Fees and Services161 PART IV Signatures All references in this Annual Report on Form 10-K to “we,” “us,” “our,” “the Company” and “Vaxcyte” refer toVaxcyte, Inc. and our wholly-owned consolidat