IN8bio (NASDAQ: INAB) director makes 724,637-share charitable stock gift

Rhea-AI Filing Summary

IN8BIO, INC. director Emily Fairbairn reported an indirect transfer of common stock. On May 27, 2026, an entity associated with her made a bona fide gift of 724,637 shares of common stock at $0.00 per share to a 501(c)(3) charitable foundation. After this gift, she continued to report indirect holdings of 923 shares through the Malcom and Emily Fairbairn 2010 CRUT and 3,044 shares through Valley High Limited Partnership, while the Roth IRA account that made the gift reported no remaining shares.

Insider Trade Summary

724,637 shares gifted

Mixed 3 txns

Insider FAIRBAIRN EMILY

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	724,637	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

1. Represents a bona fide gift for no consideration to a 501(c)(3) charitable foundation. The securities are held by Malcom and Emily Fairbairn 2010 CRUT (the "CRUT"). The Reporting Person is a trustee of the CRUT. The securities are held by Valley High Limited Partnership ("Valley High"). Emily Fairbairn's spouse is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High. The securities are held by Emily T. Fairbairn Roth IRA ("Roth IRA"). Emily Fairbairn exercises control over the Roth IRA, and as such, has voting and investment power over the shares held by the Roth IRA.

Key Figures

Shares gifted: 724,637 shares Shares held via CRUT: 923 shares Shares held via Valley High: 3,044 shares +1 more

4 metrics

Shares gifted 724,637 shares Bona fide gift of common stock at $0.00 per share on May 27, 2026

Shares held via CRUT 923 shares Indirect holdings in Malcom and Emily Fairbairn 2010 CRUT after transactions

Shares held via Valley High 3,044 shares Indirect holdings in Valley High Limited Partnership after transactions

Shares remaining in Roth IRA 0 shares Emily T. Fairbairn Roth IRA after gifting 724,637 shares

Key Terms

bona fide gift, 501(c)(3) charitable foundation, CRUT, Valley High Limited Partnership, +1 more

5 terms

bona fide gift financial

"Represents a bona fide gift for no consideration to a 501(c)(3) charitable foundation."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

501(c)(3) charitable foundation financial

"Represents a bona fide gift for no consideration to a 501(c)(3) charitable foundation."

CRUT financial

"The securities are held by Malcom and Emily Fairbairn 2010 CRUT (the "CRUT")."

Valley High Limited Partnership financial

"The securities are held by Valley High Limited Partnership ("Valley High")."

Roth IRA financial

"The securities are held by Emily T. Fairbairn Roth IRA ("Roth IRA")."

A Roth IRA is a retirement savings account you fund with money that’s already been taxed, and withdrawals taken in retirement under the account rules are tax-free. It matters to investors because it shifts the tax bill to today instead of retirement, potentially increasing after-tax income later—think of it like paying for a lifetime subscription now so you can use it without extra charges in the future—helpful for long-term tax planning and flexibility.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FAIRBAIRN EMILY

(Last) (First) (Middle)

C/O IN8BIO, INC.

350 5TH AVENUE, SUITE 5330

(Street)

NEW YORK NEW YORK 10118

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
IN8BIO, INC. [ INAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/27/2026		G(1)		724,637	D	$0	0	I	See footnote(2)
Common Stock								3,044	I	See footnote(3)
Common Stock								923	I	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a bona fide gift for no consideration to a 501(c)(3) charitable foundation.

2. The securities are held by Malcom and Emily Fairbairn 2010 CRUT (the "CRUT"). The Reporting Person is a trustee of the CRUT.

3. The securities are held by Valley High Limited Partnership ("Valley High"). Emily Fairbairn's spouse is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High.

4. The securities are held by Emily T. Fairbairn Roth IRA ("Roth IRA"). Emily Fairbairn exercises control over the Roth IRA, and as such, has voting and investment power over the shares held by the Roth IRA.

	/s/ William Ho, Attorney-in-Fact	05/29/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did IN8BIO (INAB) director Emily Fairbairn report?

Emily Fairbairn reported an indirect bona fide gift of 724,637 IN8BIO common shares on May 27, 2026. The transfer was recorded at $0.00 per share and was made to a 501(c)(3) charitable foundation, indicating a non-market, charitable disposition.

Who received the 724,637 gifted IN8BIO (INAB) shares from the Form 4 filing?

The 724,637 IN8BIO shares were gifted to a 501(c)(3) charitable foundation. The filing describes the move as a “bona fide gift for no consideration,” meaning the foundation received the shares without payment, characterizing this as a charitable transfer rather than a market sale.

How many IN8BIO (INAB) shares does Emily Fairbairn still indirectly hold after the gift?

After the gift, Emily Fairbairn continues to report 923 shares indirectly via the Malcom and Emily Fairbairn 2010 CRUT and 3,044 shares indirectly via Valley High Limited Partnership. The Roth IRA account involved in the gift reported zero shares following the transaction.

Which entities hold IN8BIO (INAB) shares related to Emily Fairbairn after the reported gift?

Indirect holdings are reported through the Malcom and Emily Fairbairn 2010 CRUT, which holds 923 shares, and Valley High Limited Partnership, which holds 3,044 shares. A separate account, the Emily T. Fairbairn Roth IRA, made the 724,637-share charitable gift and now holds none.

How is the 724,637-share IN8BIO (INAB) gift classified in the Form 4?

The transfer of 724,637 shares is classified with code G, indicating a bona fide gift. The filing notes this was to a 501(c)(3) charitable foundation at $0.00 per share, marking it as a non-market, charitable disposition rather than a purchase or sale transaction.