Form: 3

Initial statement of beneficial ownership of securities

November 17, 2025

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Lutz Stefan
(Last) (First) (Middle)
C/O CODEXIS, INC.
200 PENOBSCOT DRIVE
(Street)
REDWOOD CITY CA 94063
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2025 		3. Issuer Name and Ticker or Trading Symbol
CODEXIS, INC. [ CDXS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CSO
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 143,460(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 05/05/2030 Common Stock 25,500 11.79 D
Stock Option (Right to Buy) (3) 05/05/2030 Common Stock 8,800 11.79 D
Stock Option (Right to Buy) (4) 02/16/2031 Common Stock 10,000 26.16 D
Stock Option (Right to Buy) (3) 02/16/2031 Common Stock 16,006 26.16 D
Stock Option (Right to Buy) (5) 02/07/2032 Common Stock 13,000 19.39 D
Stock Option (Right to Buy) (3) 02/07/2032 Common Stock 17,000 19.39 D
Stock Option (Right to Buy) (6) 02/21/2033 Common Stock 112,500 5.44 D
Stock Option (Right to Buy) (7) 01/01/2034 Common Stock 209,400 3.05 D
Stock Option (Right to Buy) (8) 02/05/2035 Common Stock 105,000 4.37 D
Explanation of Responses:
1. Includes 53,266 Restricted stock units. The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
2. Option vests with respect to 25% of the shares subject thereto on May 1, 2021, with 1/36th of the shares vesting monthly thereafter.
3. The option is fully vested and exercisable.
4. Option vests with respect to 25% of the shares subject thereto on February 16, 2022, with 1/36th of the shares vesting monthly thereafter.
5. Option vests with respect to 25% of the shares subject thereto on February 7, 2023, with 1/36th of the shares vesting monthly thereafter.
6. Option vests with respect to 25% of the shares subject thereto on February 21, 2024, with 1/36th of the shares vesting monthly thereafter.
7. Option vests with respect to 1/3 of the shares subject thereto on January 1, 2025, with 1/24th of the shares vesting monthly thereafter.
8. Option vests with respect to 25% of the shares subject thereto on February 5, 2026, with 1/36th of the shares vesting monthly thereafter.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Georgia Erbez, as Attorney-in-Fact for Stefan Lutz 11/17/2025
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.