PCVX / Vaxcyte, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Vaxcyte Reports Second Quarter 2025 Financial Results and Provides Business Update, Highlighting Key Clinical and Regulatory Progress for VAX-31, a Potential Best-in-Class Pneumococcal Conjugate Vaccine (PCV) Following Interactions with FDA on VAX-31

Exhibit 99.1 Vaxcyte Reports Second Quarter 2025 Financial Results and Provides Business Update, Highlighting Key Clinical and Regulatory Progress for VAX-31, a Potential Best-in-Class Pneumococcal Conjugate Vaccine (PCV) Following Interactions with FDA on VAX-31 Adult Program, Including End-of-Phase 2 Meeting, Company Finalizing Phase 3 Clinical Program to Validate VAX-31 as Potential New Standar

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 Report (Date of earliest event reported): August 6, 2025 Vaxcyte, Inc. (Exa

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 Report (Date of earliest event reported): August 6, 2025 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

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 Report (Date of earliest event reported): June 12, 2025 Vaxcyte, Inc. (Exac

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 Report (Date of earliest event reported): June 12, 2025 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

orm of Performance Restricted S

Exhibit 10.1 Vaxcyte, Inc. PSU Award Grant Notice (2020 Equity Incentive Plan) Vaxcyte, Inc. (the “Company”) has awarded to you (the “Participant”) the number of performance restricted stock units specified and on the terms set forth below (the “PSU Award”). Your PSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2020 Equity Incentive Plan (the “Plan”)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): May 7, 2025 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

May 7, 2025

May 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C. 20549 Attention: Jenn Do Vanessa Robertson Re: Vaxcyte, Inc. Form 10-K for the fiscal year ended December 31, 2024 Filed February 25, 2025 File No. 001-39323 Dear Ms. Do and Ms. Robertson, Vaxcyte, Inc. (the “Company,” “we,” or “our”) acknowledges

Vaxcyte Reports First Quarter 2025 Financial Results and Provides Business Update -- Company Reported Positive Topline Safety, Tolerability and Immunogenicity Data from Phase 2 Dose-Finding Study of VAX-24 in Healthy Infants; Balance of Data Expected

Exhibit 99.1 Vaxcyte Reports First Quarter 2025 Financial Results and Provides Business Update - Company Reported Positive Topline Safety, Tolerability and Immunogenicity Data from Phase 2 Dose-Finding Study of VAX-24 in Healthy Infants; Balance of Data Expected by End of 2025 - - Initiated Second and Final Stage of VAX-31 Infant Phase 2 Dose-Finding Study; Topline Safety, Tolerability and Immunog

Performance Contingent St

Exhibit 10.2 Vaxcyte, Inc. Performance Contingent Stock Option Grant Notice (2020 Equity Incentive Plan) Vaxcyte, Inc. (the "Company"), pursuant to its 2020 Equity Incentive Plan (the "Plan"), has granted to you ("Optionholder") an option to purchase the number of shares of the Common Stock set forth below (the "Option"). Your Option is subject to all of the terms and conditions as set forth herei

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Report (Date of earliest event reported): May 1, 2025 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Current Report

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 Report (Date of earliest event reported): March 31, 2025 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number

Vaxcyte Announces Positive Topline Results from VAX-24 Infant Phase 2 Dose-Finding Study — At All Doses Evaluated, VAX-24 Was Well-Tolerated and Demonstrated a Safety and Tolerability Profile Similar to Prevnar 20® (PCV20) — — At All Doses Evaluated,

Exhibit 99.1 Vaxcyte Announces Positive Topline Results from VAX-24 Infant Phase 2 Dose-Finding Study — At All Doses Evaluated, VAX-24 Was Well-Tolerated and Demonstrated a Safety and Tolerability Profile Similar to Prevnar 20® (PCV20) — — At All Doses Evaluated, VAX-24 Elicited Substantial Immune Responses Following Primary Three-Dose Immunization Series; Topline Results Also Include Interim Boos

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the ability of Vaxcyt

Exhibit 99.2 VAX-24 Infant Phase 2 Dose- Finding Study Topline Results March 31, 2025 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the ability of Vaxcyte’s vaccine candidates and platform to achieve the broadest cove

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-393

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Vaxcyte, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share, 2020 Equity Incentive Plan Other(2) 6

Amended and Restated Lease Agreement by and between the Registrant and ARE-San Francisco No. 63, LLC, dated as of November 15, 2024

Exhibit 10.22 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT AMENDS, RESTATES AND SUPERSEDES IN ITS ENTIRETY THAT CERTAIN LEASE AGREEMENT DATED AS OF JANUARY 21,

axcyte, Inc. Insider Trading P

Vaxcyte, Inc. Insider Trading Policy I.Introduction During the course of your relationship with Vaxcyte, Inc. (“Vaxcyte”), you may come into possession of material information that is not yet publicly available (referenced herein as “material nonpublic information,” as explained in greater detail below) about Vaxcyte or other publicly traded companies with which Vaxcyte has business relationships.

As filed with the Securities and Exchange Commission on February 25, 2025

As filed with the Securities and Exchange Commission on February 25, 2025 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): February 25, 2025 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Vaxcyte Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update -- Completed Successful VAX-31 Phase 2 Adult Program; Company Remains on Track to Initiate VAX-31 Adult Phase 3 Pivotal, Non-Inferiority Study by Mid-202

Exhibit 99.1 Vaxcyte Reports Fourth Quarter and Full Year 2024 Financial Results and Provides Business Update - Completed Successful VAX-31 Phase 2 Adult Program; Company Remains on Track to Initiate VAX-31 Adult Phase 3 Pivotal, Non-Inferiority Study by Mid-2025 and Announce Topline Safety, Tolerability and Immunogenicity Data in 2026 - - Company Expects to Announce Topline Safety, Tolerability a

Other Events

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 Report (Date of earliest event reported): November 15, 2024 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

PCVX / Vaxcyte, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427451d23sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* VAXCYTE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check

Exhibit 1: Joint Filing Agreement

EX-99.1 2 tm2427451d23ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of November 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Vaxcyte Reports Third Quarter 2024 Financial Results and Provides Business Update -- Company Reported Positive Topline Safety, Tolerability and Immunogenicity Data from Phase 1/2 Study of VAX-31, its 31-Valent Pneumococcal Conjugate Vaccine (PCV) Can

Exhibit 99.1 Vaxcyte Reports Third Quarter 2024 Financial Results and Provides Business Update - Company Reported Positive Topline Safety, Tolerability and Immunogenicity Data from Phase 1/2 Study of VAX-31, its 31-Valent Pneumococcal Conjugate Vaccine (PCV) Candidate, in Adults Aged 50 and Older - - PCV Adult Indication: VAX-31 Selected to Advance to Phase 3 Program; Initiation of Phase 3 Pivotal

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): November 5, 2024 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Current Report

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 Report (Date of earliest event reported): September 4, 2024 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Underwriting Agreement, dated September 4, 2024

Exhibit 1.1 Execution Version VAXCYTE, INC. (a Delaware corporation) 10,194,175 Shares of Common Stock and Pre-Funded Warrants to Purchase 2,427,184 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 4, 2024 VAXCYTE, INC. (a Delaware corporation) 10,194,175 Shares of Common Stock and Pre-Funded Warrants to Purchase 2,427,184 Shares of Common Stock UNDERWRITING AGREEMENT September 4, 20

Form of Pre-Funded Warrant

Exhibit 4.1 VAXCYTE, INC. [FORM OF] WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [  ] (subject to adjustment) Warrant No. CS – [  ] Original Issue Date: September [  ], 2024 Vaxcyte, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [  ] or its registered assigns (t

Calculation of Filing Fee Tables (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (1) Fees to Be Paid Equity

10,194,175 Shares of Common Stock Pre-Funded Warrants to Purchase 2,427,184 Shares of Common Stock Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279735 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2024) 10,194,175 Shares of Common Stock Pre-Funded Warrants to Purchase 2,427,184 Shares of Common Stock Common Stock We are offering 10,194,175 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, pre-funded warrants to p

Vaxcyte Reports Positive Topline Data from Phase 1/2 Study of VAX-31, its 31-Valent Pneumococcal Conjugate Vaccine Candidate, in Adults Aged 50 and Older — At All Doses Studied, VAX-31 Demonstrated Robust Opsonophagocytic Activity Immune Responses fo

Exhibit 99.1 Vaxcyte Reports Positive Topline Data from Phase 1/2 Study of VAX-31, its 31-Valent Pneumococcal Conjugate Vaccine Candidate, in Adults Aged 50 and Older — At All Doses Studied, VAX-31 Demonstrated Robust Opsonophagocytic Activity Immune Responses for All 31 Serotypes — — At Middle and High Doses, VAX-31 Met or Exceeded Regulatory Immunogenicity Criteria for All 31 Serotypes — — At Al

Current Report

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 Report (Date of earliest event reported): September 3, 2024 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Subject to Completion, dated September 3, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-279735 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell

September 3, 2024 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the

VAX-31 Phase 1/2 Study Topline Results in Adults Aged 50 and Older September 3, 2024 Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): August 6, 2024 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number

Vaxcyte Reports Second Quarter 2024 Financial Results and Provides Business Update -- VAX-31 Adult Phase 1/2 Study Topline Safety, Tolerability and Immunogenicity Data Expected in September 2024 -- -- Following VAX-31 Adult Phase 1/2 Study Results, V

Exhibit 99.1 Vaxcyte Reports Second Quarter 2024 Financial Results and Provides Business Update - VAX-31 Adult Phase 1/2 Study Topline Safety, Tolerability and Immunogenicity Data Expected in September 2024 - - Following VAX-31 Adult Phase 1/2 Study Results, Vaxcyte to Advance VAX-24 or VAX-31 to Adult Phase 3 Program - - VAX-24 Infant Phase 2 Study Topline Data from Primary Immunization Series Ex

Current Report

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 Report (Date of earliest event reported): June 27, 2024 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Current Report

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 Report (Date of earliest event reported): June 6, 2024 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VAXCYTE, INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities and Carry Forward Securities Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed  Maximum  Offering Price Per Unit Maximum  Aggregate  Offering Price Fee Rate Amount of  Registrat

As filed with the Securities and Exchange Commission on May 24, 2024

Table of Contents As filed with the Securities and Exchange Commission on May 24, 2024 Registration No.

Vaxcyte Reports First Quarter 2024 Financial Results and Provides Business Update -- VAX-31 Adult Program Phase 1/2 Study Enrollment Completed; Topline Safety, Tolerability and Immunogenicity Data Expected in Third Quarter of 2024 -- -- Following VAX

Exhibit 99.1 Vaxcyte Reports First Quarter 2024 Financial Results and Provides Business Update - VAX-31 Adult Program Phase 1/2 Study Enrollment Completed; Topline Safety, Tolerability and Immunogenicity Data Expected in Third Quarter of 2024 - - Following VAX-31 Adult Phase 1/2 Study Readout, Vaxcyte to Advance VAX-24 or VAX-31 to Adult Phase 3 Program - - VAX-24 Infant Phase 2 Study Enrollment C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): May 8, 2024 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHlNGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHlNGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

First Amendment to Lease Agreement by and between the Registrant and ARE-San Francisco No. 63, LLC, dated October 17, 2023.

Exhibit 10.23 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of October 17, 2023, and effective as of January 1, 2023 (the “Effective Date”), by and between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and VAXCYTE, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain Lea

Form of Non-U.S. Stock Option Grant Notice and Stock Option Agreement.

Exhibit 10.26 Vaxcyte, Inc. Stock Option Grant Notice – Non-U.S. (2020 Equity Incentive Plan) Vaxcyte, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in th

Vaxcyte Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update -- VAX-31 Adult Program Phase 1/2 Study Enrollment Complete; Topline Safety, Tolerability and Immunogenicity Data Expected in Third Quarter of 2024 -- --

Exhibit 99.1 Vaxcyte Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update - VAX-31 Adult Program Phase 1/2 Study Enrollment Complete; Topline Safety, Tolerability and Immunogenicity Data Expected in Third Quarter of 2024 - - Completed Successful VAX-24 Phase 2 Adult Program and End-of-Phase 2 Meeting; VAX-24 is Phase 3-Ready in Adults - - Following VAX-31 Adult

Subsidiary of Registrant.

Exhibit 21.1 Vaxcyte, Inc. Subsidiaries of the Registrant Legal Entity Name Jurisdiction of Incorporation Vaxcyte Switzerland GmbH Switzerland

First Amendment to License Agreement by and between the Registrant and The Regents of the University of California, represented by its San Diego campus, dated August 16, 2019.

Exhibit 10.21 AMENDMENT NO. 1 TO THE LICENSE AGREEMENT BETWEEN COLUMBIA SUTROVAX, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR UCSD CASE NO. SD2012-011 This first amendment to the License Agreement ("Amendment No. 1") is made by and between Sutrovax, Inc., having an address at 353 Hatch Drive, Foster City, California 94404 ("LICENSEE") and The Regents of the University of California, a

Manufacturing Rights Agreement by and between the Registrant and Sutro Biopharma, Inc., dated November 21, 2023.

Execution Version Exhibit 10.19 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MANUFACTURING RIGHTS AGREEMENT This MANUFACTURING RIGHTS AGREEMENT (this “Agreement”), effective as of the Effective Date, is entered into by and between Vaxcyte

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): February 27, 2024 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Vaxcyte, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share, 2020 Equity Incentive Plan Other(2) 4

Incentive Compensation Recoupment Policy.

Exhibit 97.1 Vaxcyte, Inc. Incentive Compensation Recoupment Policy Enacted October 17, 2023 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Vaxcyte, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Pol

Master Services Agreement for Drug Product Development and Manufacturing between Registrant and Lonza Ltd., dated March 22, 2022, as amended.

CONFIDENTIAL Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Master Services Agreement for Drug Product Development and Manufacturing (the “Agreement”) by and between Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel Switzerland

Form of Non-U.S. Restricted Stock Unit Grant Notice.

Exhibit 10.27 Vaxcyte, Inc. RSU Award Grant Notice – Non-U.S. (2020 Equity Incentive Plan) Vaxcyte, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2020 Equity Incentive Plan (the “Plan”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39323 VAXCYTE, INC. (

Commercial Manufacturing and Supply Agreement by and between the Registrant and Lonza Ltd., dated October 13, 2023.

Execution Version Exhibit 10.14 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. pre-commercial Services and Commercial Manufacturing Supply Agreement By and between Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter “

As filed with the Securities and Exchange Commission on February 27, 2024

As filed with the Securities and Exchange Commission on February 27, 2024 Registration No.

Exhibit 1: Joint Filing Agreement

EX-99.1 2 tm246065d21ex1.htm EXHIBIT 1 EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of February 14, 2024, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commissio

PCVX / Vaxcyte, Inc. / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* VAXCYTE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

PCVX / Vaxcyte, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02192-vaxcyteinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Vaxcyte Inc Title of Class of Securities: Common Stock CUSIP Number: 92243G108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

Underwriting Agreement, dated January 30, 2024

Exhibit 1.1 Execution Version VAXCYTE, INC. (a Delaware corporation) 10,937,500 Shares of Common Stock and Pre-Funded Warrants to Purchase 781,250 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 30, 2024 VAXCYTE, INC. (a Delaware corporation) 10,937,500 Shares of Common Stock and Pre-Funded Warrants to Purchase 781,250 Shares of Common Stock UNDERWRITING AGREEMENT January 30, 2024 Bof

10,937,500 Shares of Common Stock Pre-Funded Warrants to Purchase 781,250 Shares of Common Stock Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 PROSPECTUS SUPPLEMENT (To Prospectus dated July 2, 2021) 10,937,500 Shares of Common Stock Pre-Funded Warrants to Purchase 781,250 Shares of Common Stock Common Stock We are offering 10,937,500 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, pre-funded warrants to pur

Calculation of Filing Fee Tables (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount  Registered  Proposed  Maximum  Offering  Price Per  Unit  Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to Be Pai

Current Report

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 Report (Date of earliest event reported): January 30, 2024 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Form of Pre-Funded Warrant.

Exhibit 4.1 VAXCYTE, INC. [FORM OF] WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS – [ ] Original Issue Date: February [ ], 2024 Vaxcyte, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the “H

Subject to Completion, dated January 30, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Report (Date of earliest event reported): November 27, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Entry into a Material Definitive Agreement

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 Report (Date of earliest event reported): November 21, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCY

Amended and Restated Bylaws of Vaxcyte, Inc., as amended.

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF VAXCYTE, INC. (A DELAWARE CORPORATION) November 2, 2023 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings. 1 Section 6. Special Meetings 6 Section 7. Notic

Third Amendment to Amended and Restated SutroVax Agreement by and between Sutro Biopharma, Inc. and the Registrant, dated September 28, 2023.

Execution Version EXHIBIT 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THIRD AMENDMENT TO AMENDED AND RESTATED SUTROVAX AGREEMENT This Third Amendment (“Amendment No. 3”) to the Amended and Restated SutroVax Agreement, dated as of Oc

Consent to Assignment and First Amendment by and among ARE-San Francisco No. 63, LLC, Codexis, Inc. and the Registrant, dated September 6, 2023

EXHIBIT 10.2 CONSENT TO ASSIGNMENT AND FIRST AMENDMENT This Consent to Assignment and First Amendment (this “Consent”) is made as of September 6, 2023, by ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), to CODEXIS, INC., a Delaware corporation (“Tenant”), and VAXCYTE, INC., a Delaware corporation (“Assignee”), with reference to the following Recitals. R E C I T A

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): November 06, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Assignment and Assumption of Lease Agreement by and between the Registrant and Codexis, Inc., dated September 1, 2023.

EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is executed as of September 1, 2023 by and between CODEXIS, INC, a Delaware corporati

Vaxcyte Reports Third Quarter 2023 Financial Results and Provides Business Update -- Completed Successful End-of-Phase 2 Meeting with FDA for VAX-24; Topline Phase 3 Data in Adults Expected in 2025 -- -- Received FDA Clearance of VAX-31 Adult IND App

Exhibit 99.1 Vaxcyte Reports Third Quarter 2023 Financial Results and Provides Business Update - Completed Successful End-of-Phase 2 Meeting with FDA for VAX-24; Topline Phase 3 Data in Adults Expected in 2025 - - Received FDA Clearance of VAX-31 Adult IND Application; Phase 1/2 Study Initiation Expected This Quarter and Topline Data Expected in the Second Half of 2024 - - Advanced Ongoing VAX-24

Current Report

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 Report (Date of earliest event reported): October 13, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numb

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 Report (Date of earliest event reported): September 28, 2023 Vaxcyte, Inc.

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 Report (Date of earliest event reported): September 28, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

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 Report (Date of earliest event reported): September 1, 2023 Vaxcyte, Inc. (

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 Report (Date of earliest event reported): September 1, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Vaxcyte Reports Second Quarter 2023 Financial Results and Provides Business Update -- Advanced Ongoing VAX-24 Phase 2 Infant Study to Second Stage, Dosing First New Participants in July 2023; Topline Data from Primary Immunization Series Expected by

Exhibit 99.1 Vaxcyte Reports Second Quarter 2023 Financial Results and Provides Business Update - Advanced Ongoing VAX-24 Phase 2 Infant Study to Second Stage, Dosing First New Participants in July 2023; Topline Data from Primary Immunization Series Expected by 2025 - - Completed Phase 2 VAX-24 Adult Program for the Prevention of Invasive Pneumococcal Disease (IPD); Topline Phase 3 Data Expected i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): August 08, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Form of Stock Option Grant Notice and Stock Option Agreement.

Exhibit 10.2 Vaxcyte, Inc. Stock Option Grant Notice (2020 Equity Incentive Plan) Vaxcyte, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE, I

Vaxcyte, Inc. 2020 Equity Incentive Plan.

Exhibit 10.1 Vaxcyte, Inc. 2020 Equity Incentive Plan Adopted by the Board of Directors: June 4, 2020 Approved by the Stockholders: June 4, 2020 1. General. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan’s Available Reserve (

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 Report (Date of earliest event reported): June 13, 2023 VAXCYTE, INC. (Exac

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 Report (Date of earliest event reported): June 13, 2023 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE,

Vaxcyte Reports First Quarter 2023 Financial Results and Provides Business Update -- Positive Data from VAX-24 Phase 2 Study in Adults Aged 65 and Older Demonstrated Robust Immune Responses Across all 24 Serotypes (ST) at all Doses, Confirming Prior

Exhibit 99.1 Vaxcyte Reports First Quarter 2023 Financial Results and Provides Business Update - Positive Data from VAX-24 Phase 2 Study in Adults Aged 65 and Older Demonstrated Robust Immune Responses Across all 24 Serotypes (ST) at all Doses, Confirming Prior Phase 2 Results in Adults Aged 50-64 - - Full Six-Month Safety Data from Both Adult Studies Demonstrated VAX-24 Safety and Tolerability Re

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd., dated March 1, 2023.

Exhibit 10.1 CONFIDENTIAL CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Development and Manufacturing Services Agreement (the “Agreement”) by and between Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter “Lonza” -

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): May 08, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHlNGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHlNGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Pre-Funded Warrant

EX-4.1 Exhibit 4.1 VAXCYTE, INC. [FORM OF] WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: April [ ], 2023 Vaxcyte, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (th

Calculation of Filing Fee Tables (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to Be Paid Equity

Underwriting Agreement, dated April 18, 2023

Exhibit 1.1 Execution Version VAXCYTE, INC. (a Delaware corporation) 11,200,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: April 18, 2023 VAXCYTE, INC. (a Delaware corporation) 11,200,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,000,000 Shares of Common Stock UNDERWRITING AGREEMENT April 18, 2023 Bof

11,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase 1,000,000 Shares of Common Stock Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 PROSPECTUS SUPPLEMENT (To Prospectus dated July 2, 2021) 11,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase 1,000,000 Shares of Common Stock Common Stock We are offering 11,200,000 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, pre-funded warrant

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 Report (Date of earliest event reported): April 18, 2023 VAXCYTE, INC. (Exa

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 Report (Date of earliest event reported): April 18, 2023 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Vaxcyte Reports Positive Data from Phase 2 Study of its 24-Valent Pneumococcal Conjugate Vaccine Candidate, VAX-24, in Adults Aged 65 and Older and Full Six-Month Safety Data from Adult Phase 1/2 and Phase 2 Studies — VAX-24 Showed Robust Immune Resp

EX-99.1 Exhibit 99.1 Vaxcyte Reports Positive Data from Phase 2 Study of its 24-Valent Pneumococcal Conjugate Vaccine Candidate, VAX-24, in Adults Aged 65 and Older and Full Six-Month Safety Data from Adult Phase 1/2 and Phase 2 Studies — VAX-24 Showed Robust Immune Responses Across all 24 Serotypes (ST) at All Doses, Confirming Prior Phase 2 Results in Adults Aged 50-64 — — VAX-24 2.2mcg Dose Met

April 2023 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the potent

EX-99.2 VAX-24 Phase 2 Program Results, Including Adult 65+ Data and Full Six-Month Safety Data from Both Studies April 17, 2023 Exhibit 99.2 April 2023 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the potential bene

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 Report (Date of earliest event reported): April 17, 2023 Vaxcyte, Inc. (Exa

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 Report (Date of earliest event reported): April 17, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number

Subject to Completion, dated April 17, 2023

424B5 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed.

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 Report (Date of earliest event reported): February 28, 2023 VAXCYTE, INC. (

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 Report (Date of earliest event reported): February 28, 2023 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd, dated October 21, 2016, as amended.

Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Development and Manufacturing Services Agreement (the “Agreement”) by and between Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter “Lonza” - and SutroVax

Offer Letter entered into by and between the Registrant and Harpreet Dhaliwal, dated September 29, 2021.

Exhibit 10.11 September 29, 2021 Harpreet S. Dhaliwal Dear Harp, I am pleased to offer you a position with Vaxcyte, Inc. (the “Company”) as Senior Vice President, Commercial Manufacturing & Supply Chain reporting to me, on the following terms (collectively, the “Agreement”). If you accept our offer, your first day of employment will be October 1, 2021, or as otherwise mutually agreed (“Start Date”

Option Grant Agreement by and between Registrant and Sutro Biopharma, Inc., dated December 19, 2022.

Exhibit 10.20 Exhibit 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. December 19, 2022 Sutro Biopharma, Inc. 111 Oyster Point Boulevard South San Francisco, California 94080 Attention: William J. Newell, CEO, Sutro Biopharma, Inc. [**

Master Services Agreement for Drug Product Development and Manufacturing between Registrant and Lonza Ltd., dated March 22, 2022, as amended.

CONFIDENTIAL Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Master Services Agreement for Drug Product Development and Manufacturing (the “Agreement”) by and between Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel Switzerland

Calculation of Filing Fee Tables (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equ

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39323 VAXCYTE, INC. (

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 Report (Date of earliest event reported): February 27, 2023 Vaxcyte, Inc. (

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 Report (Date of earliest event reported): February 27, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Supply Agreement by and between the Registrant and Sutro Biopharma, Inc., dated May 29, 2018, as amended.

Exhibit 10.19 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLY AGREEMENT This SUPPLY AGREEMENT (“Supply Agreement”) is made as of May 29, 2018 (the “Effective Date”) by and between SutroVax, Inc., a Delaware corporation having principa

Amendment No. 1 to Sales Agreement, dated February 27, 2023, by and between Vaxcyte, Inc. and Jefferies LLC.

EX-1.1 Exhibit 1.1 AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSM February 27, 2023 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Vaxcyte, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties

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

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 Report (Date of earliest event reported): February 27, 2023 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 Vaxcyte, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.001 per share, 2020 Equity Incentive Plan Other(2) 3

Power of Attorney (reference is made to the signature page hereto).

S-8 As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

Vaxcyte Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update -- Company Received U.S. Food and Drug Administration (FDA) Clearance of VAX-24 Infant Investigational New Drug (IND) Application and Expects to Initiate

Exhibit 99.1 Vaxcyte Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Update - Company Received U.S. Food and Drug Administration (FDA) Clearance of VAX-24 Infant Investigational New Drug (IND) Application and Expects to Initiate Phase 2 Study in Second Quarter 2023 - - Topline Safety, Tolerability and Immunogenicity Results from VAX-24 Phase 2 Study in Adults 65 a

Up to $400,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2021) Up to $400,000,000 Common Stock This prospectus supplement is being filed to update, amend and supplement certain information in the sales prospectus of Vaxcyte, Inc. dated July 1, 2021 (including any documents incorporated by reference therein), or the Prio

PCVX / Vaxcyte Inc / RA CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236221d29sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* VAXCYTE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check th

POWER OF ATTORNEY

EX-24 2 d429415dex24.htm EX-24 Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings. Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick,

JOINT FILING AGREEMENT

EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G.

PCVX / Vaxcyte Inc / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3)* Under the Securities Exchange Act of 1934 Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titles of Class of Securities) 92243G108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

PCVX / Vaxcyte Inc / Carlyle Group Inc. - SC 13G/A Passive Investment

SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Vaxcyte, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 9

PCVX / Vaxcyte Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02165-vaxcyteinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Vaxcyte Inc. Title of Class of Securities: Common Stock CUSIP Number: 92243G108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

Filing Fee Table.

EX-FILING FEES 4 d407566dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1)

As filed with the Securities and Exchange Commission on December 22, 2022

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on December 22, 2022 Registration No.

Entry into a Material Definitive Agreement

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 Report (Date of earliest event reported): December 19, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Report (Date of earliest event reported): December 06, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCY

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): November 07, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd., dated October 21, 2016, as amended

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Development and Manufacturing Services Agreement (the ?Agreement?) by and between Lonza Ltd M?nchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter ?Lonza? - and SutroVax Inc. 400

Vaxcyte Reports Third Quarter 2022 Financial Results and Provides Business Update -- Vaxcyte Reported Positive Topline Data from Phase 1/2 Proof-of-Concept Study of its 24-Valent Pneumococcal Conjugate Vaccine (PCV) Candidate Being Investigated for t

Exhibit 99.1 Vaxcyte Reports Third Quarter 2022 Financial Results and Provides Business Update - Vaxcyte Reported Positive Topline Data from Phase 1/2 Proof-of-Concept Study of its 24-Valent Pneumococcal Conjugate Vaccine (PCV) Candidate Being Investigated for the Prevention of Invasive Pneumococcal Disease (IPD) in Adults Aged 18-64 - -Phase 1/2 Study Met Safety, Tolerability and Immunogenicity O

Underwriting Agreement, dated October 25, 2022

EX-1.1 2 d374961dex11.htm EX-1.1 Exhibit 1.1 Execution Version VAXCYTE, INC. (a Delaware corporation) 15,000,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: October 25, 2022 VAXCYTE, INC. (a Delaware corporation) 15,000,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,750,000 Shares of Common Stock UNDERW

Form of Pre-Funded Warrant.

Exhibit 4.1 VAXCYTE, INC. [FORM OF] WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: October [ ], 2022 Vaxcyte, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the ?Ho

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Fees to Be Paid Equity

Financial Statements and Exhibits, Other Events

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 Report (Date of earliest event reported): October 25, 2022 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

15,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase 3,750,000 Shares of Common Stock Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 PROSPECTUS SUPPLEMENT (To Prospectus dated July 1, 2021) 15,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase 3,750,000 Shares of Common Stock Common Stock We are offering 15,000,000 shares of our common stock and, in lieu of offering shares of our common stock to certain investors, pre-funded warrants to p

Financial Statements and Exhibits, Other Events

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 Report (Date of earliest event reported): October 24, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numb

October 2022 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the pote

VAX-24 Phase 1/2 Proof-of-Concept Study Topline Results October 24, 2022 Exhibit 99.

Subject to Completion, dated October 24, 2022

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to

Vaxcyte Reports Positive Topline Data from Phase 1/2 Proof-of-Concept Study of its 24-Valent Pneumococcal Conjugate Vaccine Candidate Being Investigated for the Prevention of Invasive Pneumococcal Disease in Adults Aged 18-64 — In the Study, VAX-24 D

Exhibit 99.1 Vaxcyte Reports Positive Topline Data from Phase 1/2 Proof-of-Concept Study of its 24-Valent Pneumococcal Conjugate Vaccine Candidate Being Investigated for the Prevention of Invasive Pneumococcal Disease in Adults Aged 18-64 ? In the Study, VAX-24 Demonstrated a Safety and Tolerability Profile Similar to Prevnar 20TM (PCV20) at All Doses Studied ? ? All 24 Serotypes of VAX-24 at Conv

Master Services Agreement for Drug Product Development and Manufacturing between the Registrant and Lonza Ltd., dated March 22, 2022, as amended

CONFIDENTIAL Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Master Services Agreement for Drug Product Development and Manufacturing (the ?Agreement?) by and between Lonza Ltd M?nchensteinerstrasse 38 CH-4002 Basel Switzerland

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): August 08, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd., dated October 21, 2016, as amended

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Development and Manufacturing Services Agreement (the ?Agreement?) by and between Lonza Ltd M?nchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter ?Lonza? - and SutroVax Inc. 400

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE, I

Vaxcyte Reports Second Quarter 2022 Financial Results and Provides Business Update -- Completed Enrollment of Phase 2 Portion of Phase 1/2 Clinical Proof-of-Concept Study Evaluating Safety, Tolerability and Immunogenicity of VAX-24 in Adults -- -- An

Exhibit 99.1 Vaxcyte Reports Second Quarter 2022 Financial Results and Provides Business Update - Completed Enrollment of Phase 2 Portion of Phase 1/2 Clinical Proof-of-Concept Study Evaluating Safety, Tolerability and Immunogenicity of VAX-24 in Adults - - Announcement of Topline Results from the Phase 1 and Phase 2 Portions of the VAX-24 Proof-of-Concept Study Expected in October or November 202

Submission of Matters to a Vote of Security Holders

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 Report (Date of earliest event reported): June 1, 2022 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Restricted Stock Unit Grant Notice.

Exhibit 10.2 Vaxcyte, Inc. RSU Award Grant Notice (2020 Equity Incentive Plan) Vaxcyte, Inc. (the ?Company?) has awarded to you (the ?Participant?) the number of restricted stock units specified and on the terms set forth below (the ?RSU Award?). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company?s 2020 Equity Incentive Plan (the ?Plan?) and the RSU

Vaxcyte Reports First Quarter 2022 Financial Results and Provides Business Update -- Company Continues to Advance Phase 2 Portion of the Ongoing Phase 1/2 Clinical Proof-of-Concept Study Evaluating VAX-24 in Adults Aged 18 to 64 for the Prevention of

Exhibit 99.1 Vaxcyte Reports First Quarter 2022 Financial Results and Provides Business Update - Company Continues to Advance Phase 2 Portion of the Ongoing Phase 1/2 Clinical Proof-of-Concept Study Evaluating VAX-24 in Adults Aged 18 to 64 for the Prevention of Invasive Pneumococcal Disease and Pneumonia - - Announcement of Topline Safety, Tolerability and Immunogenicity Results from Both the Pha

Offer Letter entered into by and between the Registrant and Mikhail Eydelman, dated March 4, 2022.

Exhibit 10.1 March 4, 2022 Mikhail Eydelman Email: [email protected] Dear Mikhail, I am pleased to offer you a position with Vaxcyte, Inc. (the ?Company?) as Senior Vice President, General Counsel and Corporate Secretary, reporting to me, on the following terms (collectively, the ?Agreement?). If you accept our offer, your first day of employment will be April 1, 2022 (?Start Date?). You will receive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): May 09, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Entry into a Material Definitive Agreement

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 Report (Date of earliest event reported): April 12, 2022 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Vaxcyte Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update -- First Participants Dosed in Phase 1/2 Clinical Study Evaluating VAX-24 for the Prevention of Invasive Pneumococcal Disease and Pneumonia in Adults --

Exhibit 99.1 Vaxcyte Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update - First Participants Dosed in Phase 1/2 Clinical Study Evaluating VAX-24 for the Prevention of Invasive Pneumococcal Disease and Pneumonia in Adults - - VAX-24 Phase 1/2 Study Topline Safety, Tolerability and Immunogenicity Results Expected by End of 2022 - - $273.1 Million in Cash, Cash E

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): February 28, 2022 Vaxcyte, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 01-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

As filed with the Securities and Exchange Commission on February 28, 2022

As filed with the Securities and Exchange Commission on February 28, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39323 VAXCYTE, INC. (

Filing Fee Table.

EX-FILING FEES 4 d295369dexfilingfees.htm EX-FILING FEES Exhibit 107.1 CALCULATION OF FILING FEE TABLES Form S-8 Vaxcyte, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par va

PCVX / Vaxcyte Inc / Longitude Venture Partners II, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VAXCYTE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

PCVX / Vaxcyte Inc / Abingworth LLP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VAXCYTE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

PCVX / Vaxcyte Inc / ROCHE FINANCE LTD - SC 13G/A Passive Investment

CUSIP No. 92243G108 SCHEDULE 13G/A Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Chec

PCVX / Vaxcyte Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv02149-vaxcyteinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Vaxcyte Inc. Title of Class of Securities: Common Stock CUSIP Number: 92243G108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Sc

PCVX / Vaxcyte Inc / TPG GP A, LLC - AMENDED SC13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titles of Class of Securities) 92243G108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common stock, $0.001 par valu

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common stock, $0.001 par value per share 5,750,000(2) $20.00 $115,000,000 $10,661 Pre-funded warrant

Underwriting Agreement, dated January 12, 2022

Exhibit 1.1 VAXCYTE, INC. (a Delaware corporation) 2,500,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 2,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 12, 2022 VAXCYTE, INC. (a Delaware corporation) 2,500,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 2,500,000 Shares of Common Stock UNDERWRITING AGREEMENT January 12, 2022 BofA Securities, In

Financial Statements and Exhibits, Other Events

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 Report (Date of earliest event reported): January 12, 2022 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Form of Pre-Funded Warrant.

Exhibit 4.1 VAXCYTE, INC. FORM OF WARRANT TO PURCHASE SHARES OF COMMON STOCK Number of Shares: [ ] (subject to adjustment) Warrant No. CS - [ ] Original Issue Date: January [ ], 2022 Vaxcyte, Inc., a Delaware corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered assigns (the ?Hold

Subject to Completion Preliminary Prospectus Supplement dated January 12, 2022

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-257622 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCY

Vaxcyte Reports Third Quarter 2021 Financial Results and Provides Business Update -- Company Expects to Submit VAX-24 IND Application to FDA in Q1 2022 -- -- Completed Manufacture of VAX-24 GMP Drug Product and GLP Toxicology Study --

EX-99.1 2 pcvx-ex9916.htm EX-99.1 Exhibit 99.1 Vaxcyte Reports Third Quarter 2021 Financial Results and Provides Business Update - Company Expects to Submit VAX-24 IND Application to FDA in Q1 2022 - - Completed Manufacture of VAX-24 GMP Drug Product and GLP Toxicology Study - FOSTER CITY, Calif., November 10, 2021 – Vaxcyte, Inc. (Nasdaq: PCVX), a next-generation vaccine company seeking to improv

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): November 10, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd., dated October 21, 2016, as amended.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Development and Manufacturing Services Agreement (the ?Agreement?) by and between Lonza Ltd M?nchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter ?Lonza? - and SutroVax Inc. 400

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Report (Date of earliest event reported): October 26, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Report (Date of earliest event reported): September 16, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File N

Vaxcyte Reports Second Quarter 2021 Financial Results and Provides Business Update

Exhibit 99.1 Vaxcyte Reports Second Quarter 2021 Financial Results and Provides Business Update FOSTER CITY, Calif., August 11, 2021 ? Vaxcyte, Inc. (Nasdaq: PCVX), a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide, today announced financial resul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE, I

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): August 11, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Open Market Sale AgreementSM, dated July 1, 2021, by and between the Registrant and Jefferies LLC

Exhibit 1.2 OPEN MARKET SALE AGREEMENTSM July 1, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Vaxcyte, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s common stock, par va

Form of Indenture

Exhibit 4.4 VAXCYTE, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 3 Section 2.01 Designation and Terms of Securities 3 Section 2.02 Form of Securities and Trustee?s Certificate 5 Section 2.03

As filed with the Securities and Exchange Commission on July 1, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 1, 2021 Registration No.

Submission of Matters to a Vote of Security Holders

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 Report (Date of earliest event reported): June 2, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): May 11, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Vaxcyte Reports First Quarter 2021 Financial Results and Provides Business Update

Exhibit 99.1 Vaxcyte Reports First Quarter 2021 Financial Results and Provides Business Update FOSTER CITY, Calif., May 11, 2021 ? Vaxcyte, Inc. (Nasdaq: PCVX), a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide, today announced financial results f

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd, dated October 21, 2016, as amended.

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Development and Manufacturing Services Agreement (the ?Agreement?) by and between Lonza Ltd M?nchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter ?Lonza? - and SutroVax Inc. 400

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE,

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

AGREEMENT

EXHIBIT 1 AGREEMENT This Joint Filing Agreement, dated as of March 30, 2021, is by and among RA Capital Management, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* VAXCYTE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* VAXCYTE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92243G108 (CUSIP Number) March 24, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Vaxcyte Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Business Update

Exhibit 99.1 Vaxcyte Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Business Update FOSTER CITY, Calif., March 29, 2021 ? Vaxcyte, Inc. (Nasdaq: PCVX), a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide, today announced fi

Exhibit 4.2

EX-4.2 2 pcvx-ex42374.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF Capital STOCK Vaxcyte, Inc. (“we,” “our,” “us,” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. The following summary of the terms of our common stock is based upon our amended and restated certificate of incorporation and

- S-8

As filed with the Securities and Exchange Commission on March 29, 2021 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): March 29, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39323 VAXCYTE, INC. (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Report (Date of earliest event reported): March 24, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VAXCYTE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VAXCYTE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

JOINT FILING AGREEMENT

EX-1 2 vaxcyte13gdec302020exa.htm JOINT FILING AGREEMENT Exhibit A JOINT FILING AGREEMENT This Agreement will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares, $0.001 par value per share, of Vaxcyte, Inc. is being f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) (CUS

CUSIP No. 92243G108 SCHEDULE 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VAXCYTE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

JOINT FILING AGREEMENT

EX-99.1 2 d129179dex991.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that ea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titles of Class of Securities) 92243G108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VAXCYTE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VAXCYTE, INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 92243G108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Lease Agreement by and between the Company and ARE-San Francisco No. 63, LLC, dated as of January 21, 2021

EX-10.1 Exhibit 10.1 LEASE AGREEMENT THIS LEASE AGREEMENT (this “Lease”) is made this 21st day of January, 2021, between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and VAXCYTE, INC., a Delaware corporation (“Tenant”). Building: That certain 6-story building currently under construction to be known as 825 Industrial Road, San Carlos, California Premises: A por

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

8-K 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 Report (Date of earliest event reported): January 21, 2021 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

8-K 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 Report (Date of earliest event reported): December 16, 2020 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission Fil

Vaxcyte Reports Third Quarter 2020 Financial Results and Provides Business Update

Exhibit 99.1 Vaxcyte Reports Third Quarter 2020 Financial Results and Provides Business Update Foster City, Calif., November 12, 2020 – Vaxcyte, Inc., formerly known as SutroVax, a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide, today announced f

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 Report (Date of earliest event reported): November 12, 2020 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCY

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39323 VAXCYTE, I

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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 Report (Date of earliest event reported): August 12, 2020 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Vaxcyte Reports Second Quarter 2020 Financial Results and Provides Business Update

Exhibit 99.1 Vaxcyte Reports Second Quarter 2020 Financial Results and Provides Business Update Foster City, Calif., August 12, 2020 – Vaxcyte, Inc., formerly known as SutroVax, a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide, today announced fi

PCVX / Vaxcyte, Inc. / RA Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vaxcyte, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92243G108 (CUSIP Number) June 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

JOINT FILING AGREEMENT

CUSIP No. 92243G108 Exhibit 99.1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 10, 2020, is by and among RA Capital Management, L.P., Peter Kolchinsky, and Rajeev Shah (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G a

PCVX / Vaxcyte, Inc. / TPG Group Holdings (SBS) Advisors, Inc. - ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Vaxcyte, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Titles of Class of Securities) 92243G108 (CUSIP Number) June 16, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Current Report

8-K 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 Report (Date of earliest event reported): June 16, 2020 VAXCYTE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39323 46-4233385 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Vaxcyte Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

EX-99.1 Exhibit 99.1 Vaxcyte Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares FOSTER CITY, Calif., June 16, 2020 – Vaxcyte, Inc. (Nasdaq: PCVX), a next-generation vaccine company seeking to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious dis

Amended and Restated Bylaws of Vaxcyte, Inc.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VAXCYTE, INC. (A DELAWARE CORPORATION) JUNE 16, 2020 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings. 2 Section 6. Special Meetings 6 Section 7. N

Amended and Restated Certificate of Incorporation of Vaxcyte, Inc., as amended

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VAXCYTE, INC. The undersigned, Grant E. Pickering, hereby certifies that: ONE: The original name of this corporation is SutroVax, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was November 27, 2013. TWO: He is the duly elected and

15,625,000 Shares Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-238630 and 333-239110 PROSPECTUS 15,625,000 Shares Common Stock This is an initial public offering of shares of common stock of Vaxcyte, Inc., formerly known as SutroVax, Inc. We are selling 15,625,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial p

Stand-Alone Stock Option Agreement, dated as of January 31, 2014, by and between Vaxcyte, Inc. and Greenbank Bio Ltd.

EX-99.5 Exhibit 99.5 SUTROVAX, INC. STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT Name: Greenbank Bio Ltd. Address: The undersigned Participant has been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this Agreement, as follows: Date of Grant: January 31, 2014 Vesting Commencement Date: January 31, 2014 Exerci

Stand-Alone Stock Option Agreement – Early Exercise, dated as of September 16, 2016, by and between Vaxcyte, Inc. and Hirth Enterprises LLC.

EX-99.6 Exhibit 99.6 SUTROVAX, INC. STAND-ALONE STOCK OPTION AGREEMENT – EARLY EXERCISE I. NOTICE OF STOCK OPTION GRANT Name: Hirth Enterprises LLC Address: The undersigned Participant has been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this Agreement, as follows: Date of Grant: September 17, 2016 Vesting Commencement Date: S

Stand-Alone Stock Option Agreement, dated as of January 31, 2014, by and between Vaxcyte, Inc. and Ford-Hutchinson Consulting.

EX-99.4 Exhibit 99.4 SUTROVAX, INC. STAND-ALONE STOCK OPTION AGREEMENT I. NOTICE OF STOCK OPTION GRANT Name: Ford-Hutchinson Consulting Ltd. Address: The undersigned Participant has been granted a Nonstatutory Stock Option to purchase Common Stock of the Company, subject to the terms and conditions of this Agreement, as follows: Date of Grant: January 31, 2014 Vesting Commencement Date: January 31

- S-8

S-8 As filed with the Securities and Exchange Commission on June 12, 2020 Registration No.

- S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on June 11, 2020 Registration No.

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CORRESP BofA Securities, Inc. One Bryant Park New York, New York 10036 Jefferies LLC 520 Madison Avenue New York, New York 10022 Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 June 9, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento Mary Beth Breslin Michael Fay Al Pavot Re: Va

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CORRESP VAXCYTE, INC. 353 Hatch Drive Foster City, California 94404 June 9, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ada D. Sarmento Mary Beth Breslin Michael Fay Al Pavot RE: Vaxcyte, Inc. Registration Statement on Form S-1 File No. 333-238630 Acceleration Request Requested Date: Thursday, June 11, 2020

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vaxcyte, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 46-4233385 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 353 Hatch Drive Foster

Form of Amended and Restated Bylaws of the Registrant, to be in effect upon the closing of this offering.

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF VAXCYTE, INC. (A DELAWARE CORPORATION) , 2020 Table of Contents Page ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings. 2 Section 6. Special Meetings 6 Section 7. Notice o

2020 Employee Stock Purchase Plan.

EX-10.4 Exhibit 10.4 VAXCYTE, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 4, 2020 APPROVED BY THE STOCKHOLDERS: JUNE 4, 2020 IPO DATE: , 2020 1. GENERAL; PURPOSE. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. The Plan permits the

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 8, 2020.

Vaxcyte, Inc. 2020 Equity Incentive Plan and forms of agreements thereunder.

EX-10.3 Exhibit 10.3 VAXCYTE, INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: JUNE 4, 2020 APPROVED BY THE STOCKHOLDERS: JUNE 4, 2020 1. GENERAL. (a) Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan’s Available R

Amended and Restated Certificate of Incorporation, as amended, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-238630), as amended, filed with the Commission on June 8, 2020).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUTROVAX, INC. SutroVax, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is SutroVax, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 27,

Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect upon the closing of this offering.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VAXCYTE, INC. The undersigned, Grant E. Pickering, hereby certifies that: ONE: The original name of this corporation is SutroVax, Inc. and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware was November 27, 2013. TWO: He is the duly elected and

Form of Common Stock Certificate of the Registrant.

EX-4.1 Exhibit 4.1 VC INCORPORATED UNDER THE CUSIP 869387 10 LAWS OF THE STATE SEE REVERSE FOR CERTAIN OF DELAWARE DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF VAXCYTE, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificat

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 VAXCYTE, INC. (a Delaware corporation) [ 🌑 ] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [ 🌑 ], 2020 VAXCYTE, INC. (a Delaware corporation) [ 🌑 ] Shares of Common Stock UNDERWRITING AGREEMENT [ 🌑 ], 2020 BofA Securities, Inc. Jefferies LLC Evercore Group L.L.C. as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New Yor

Separation Agreement and Release entered into by and between the Registrant and Elaine Sun, dated December 17, 2019.

EX-10.10 Exhibit 10.10 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between ELAINE SUN (“Employee”) and SutroVax, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed an At-Will Employment, Confidential Informa

License Agreement by and between the Registrant and The Regents of the University of California, represented by its San Diego campus, dated February 4, 2019.

EX-10.20 Exhibit 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. LICENSE AGREEMENT This agreement (“Agreement”) is entered into as of the date of last signature (the “Effective Date”) by and between SutroVax, Inc. a Delaware corporation having

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CORRESP Robert W. Phillips +1 415 693 2020 [email protected] May 22, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ada D. Sarmento Mary Beth Breslin Michael Fay Al Pavot Re: Vaxcyte, Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted March 13, 2020 CIK No. 0001649094 Ladies and Gentlemen: On b

Executive Employment Agreement entered into by and between the Registrant and Elaine Sun, dated January 1, 2017.

EX-10.9 Exhibit 10.9 SUN EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2017, (the “Effective Date”) by and between SutroVax, Inc. (the “Company”), and Elaine Sun (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive was presented with an offer letter to serve as

Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUTROVAX, INC. SutroVax, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is SutroVax, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 27,

Executive Employment Agreement entered into by and between the Registrant and Grant Pickering, dated January 21, 2016.

EX-10.6 Exhibit 10.6 PICKERING EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 21, 2016, (the “Effective Date”) by and between SutroVax, Inc. (the “Company”), and Grant Pickering (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive has served as the Company’s Chief E

Development and Manufacturing Services Agreement by and between the Registrant and Lonza Ltd, dated October 29, 2018.

EX-10.15 Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT (the “Agreement”) by and between Lonza Ltd Münchensteinerstrasse 38 CH-4002 Basel Switzerland - hereinafter “Lonza” - and SutroVa

Offer Letter entered into by and between the Registrant and Andrew Guggenhime, dated April 16, 2020.

EX-10.13 Exhibit 10.13 April 16, 2020 Andrew L. Guggenhime Dear Andrew, I am pleased to offer you a position with SutroVax, Inc. (the “Company”) as Chief Financial Officer and Chief Business Officer (“CFO & CBO”) reporting directly to me. on the following terms (collectively, the “Agreement”). If you accept our offer, your first day of employment will be on or before May 11, 2020, or as otherwise

Executive Employment Agreement entered into by and between the Registrant and Jim Wassil, dated November 15, 2019.

EX-10.11 Exhibit 10.11 November 15, 2019 James Wassil Dear Jim, I am pleased to offer you a position with SutroVax, Inc. (the “Company”) as Chief Operating Officer, reporting to me. If you decide to join us, you will receive a base salary of $350,000.00 per annum ($29,166.67 monthly), which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. You will also receive