Charitable transfer drops IN8bio (INAB) Fairbairn stake below 5% threshold

Rhea-AI Filing Summary

IN8bio, Inc. investors Emily and Malcom Fairbairn amended their Schedule 13D to report a major reduction in ownership. Their charitable remainder unitrust (CRUT) transferred 724,637 shares of common stock to a 501(c)(3) foundation for no consideration on May 27, 2026.

After this transfer, Emily Fairbairn beneficially owns 215,431 shares, or 2.2% of IN8bio’s outstanding common stock, and Malcom Fairbairn beneficially owns 205,626 shares, or 2.1%. The CRUT itself beneficially owns 202,582 shares, also 2.1%, based on 9,847,089 shares outstanding as of May 4, 2026. The reporting persons state they ceased to be beneficial owners of more than five percent on May 27, 2026.

Insights

Equity ownership and governance analyst

Large charitable transfer moves a former >5% IN8bio holder below the reporting threshold.

The filing shows the Fairbairns’ position in IN8bio, Inc. dropped below five percent after their CRUT transferred 724,637 shares of common stock to a 501(c)(3) charitable foundation for no consideration. This is a non-cash, philanthropic disposition rather than a market sale.

Post-transaction, Emily Fairbairn reports beneficial ownership of 215,431 shares (2.2%) and Malcom Fairbairn 205,626 shares (2.1%), with 202,582 shares held via the CRUT. These percentages are calculated against 9,847,089 shares outstanding as of May 4, 2026. The filing explicitly notes they ceased to be beneficial owners of more than five percent on May 27, 2026.

This change primarily affects disclosure status and the concentration of large holders. Actual impact on trading dynamics depends on how the charitable foundation manages the donated 724,637 shares; the excerpt does not describe any sale plans.

Key Figures

Emily Fairbairn beneficial ownership: 215,431 shares (2.2%) Malcom Fairbairn beneficial ownership: 205,626 shares (2.1%) CRUT beneficial ownership: 202,582 shares (2.1%) +5 more

8 metrics

Emily Fairbairn beneficial ownership 215,431 shares (2.2%) IN8bio common stock based on 9,847,089 shares outstanding as of May 4, 2026

Malcom Fairbairn beneficial ownership 205,626 shares (2.1%) IN8bio common stock based on 9,847,089 shares outstanding as of May 4, 2026

CRUT beneficial ownership 202,582 shares (2.1%) Malcom and Emily Fairbairn 2010 CRUT holdings in IN8bio

Charitable transfer 724,637 shares Shares of IN8bio common stock transferred by CRUT to a 501(c)(3) foundation

Shares outstanding 9,847,089 shares IN8bio common stock outstanding as of May 4, 2026, per Form 10-Q

Shared voting/dispositive power 202,582 shares Shares over which the reporting persons share voting and dispositive power

Emily sole voting/dispositive power 12,849 shares IN8bio common stock under Emily Fairbairn’s sole control

Malcom sole voting/dispositive power 3,044 shares IN8bio common stock under Malcom Fairbairn’s sole control

Key Terms

beneficially owns, dispositive power, Series C Warrants, Pre-Funded Warrants, +2 more

6 terms

beneficially owns financial

"As of the date hereof, Ms. Fairbairn beneficially owns an aggregate of 215,431 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

dispositive power financial

"Ms. Fairbairn has sole voting and dispositive power over 12,849 shares of the Issuer's Common Stock"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Series C Warrants financial

"Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT"

Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.

Pre-Funded Warrants financial

"Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

501(c)(3) charitable foundation financial

"the CRUT transferred 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration"

CRUT financial

"Malcom and Emily Fairbairn 2010 CRUT"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

IN8BIO, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

45674E208

(CUSIP Number)

Emily Fairbairn
10 Orinda View Road,
Orinda, CA, 94563
925-284-7777

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 45674E208

1

Name of reporting person

EMILY FAIRBAIRN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 12,849.00
8	Shared Voting Power 202,582.00
9	Sole Dispositive Power 12,849.00
10	Shared Dispositive Power 202,582.00

11

Aggregate amount beneficially owned by each reporting person

215,431.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 45674E208

1

Name of reporting person

Malcom Fairbairn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,044.00
8	Shared Voting Power 202,582.00
9	Sole Dispositive Power 3,044.00
10	Shared Dispositive Power 202,582.00

11

Aggregate amount beneficially owned by each reporting person

205,626.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 45674E208

1

Name of reporting person

Malcom and Emily Fairbairn 2010 CRUT

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 202,582.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 202,582.00

11

Aggregate amount beneficially owned by each reporting person

202,582.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: IN8BIO, INC.
(c)	Address of Issuer's Principal Executive Offices: EMPIRE STATE BUILDING, 350 5TH AVENUE, SUITE 5330, NEW YORK, NEW YORK , 10118.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") is being filed as an amendment to the statement on Schedule 13D relating to common stock, par value $0.0001 per share of IN8bio, Inc., a Delaware corporation, as filed with the Securities and Exchange Commission (the "SEC") on January 2, 2026 (the "Original Schedule 13D"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Original Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, Ms. Fairbairn beneficially owns an aggregate of 215,431 shares of Common Stock, consisting of (a) Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT, (b) Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT, (c) 923 shares of Common Stock held by the Roth IRA, and (d) 11,926 shares of Common Stock underlying outstanding options that are immediately exercisable or will be immediately exercisable within 60 days of May 27, 2026. Ms. Fairbairn is a trustee of the CRUT and shares voting and investment power over the securities held by the CRUT. As of the date hereof, Mr. Fairbairn beneficially owns an aggregate of 205,626 shares of Common Stock, consisting of (a) Series C Warrants exercisable for up to 101,291 shares of Common Stock held directly by the CRUT, (b) Pre-Funded Warrants exercisable for up to 101,291 shares of Common Stock directly held by the CRUT, and (c) 3,044 shares of Common Stock held by Valley High. Mr. Fairbairn is the sole managing partner of Valley High and has voting and investment power over the shares held by Valley High. Mr. Fairbairn is a trustee of the CRUT and shares voting and investment power over the securities held by the CRUT. Each of Ms. Fairbairn, Mr. Fairbairn and the CRUT may be deemed to beneficially own 2.2%, 2.1% and 2.1%, respectfully, of the Issuer's outstanding Common Stock, which percentages are calculated based upon 9,847,089 shares of Common Stock outstanding on May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
(b)	Ms. Fairbairn has sole voting and dispositive power over 12,849 shares of the Issuer's Common Stock. Mr. Fairbairn has sole voting and dispositive power over 3,044 shares of the Issuer's Common Stock. The Reporting Persons share voting and dispositive power over 202,582 shares of the Issuer's Common Stock.
(c)	Except as described herein, none of the Reporting Persons have purchased or sold any shares of Common Stock during the past 60 days. On May 27, 2026, the CRUT transferred 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration.
(d)	No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.
(e)	The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on May 27, 2026 by virtue of the CRUT transferring 724,637 shares of Common Stock to a 501(c)(3) charitable foundation for no consideration.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D, filed with the SEC on January 2, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EMILY FAIRBAIRN

Signature:	/s/ Emily Fairbairn
Name/Title:	Emily Fairbairn
Date:	05/29/2026

Malcom Fairbairn

Signature:	/s/ Malcom Fairbairn
Name/Title:	Malcom Fairbairn
Date:	05/29/2026

Malcom and Emily Fairbairn 2010 CRUT

Signature:	/s/ Malcom Fairbairn
Name/Title:	Malcom Fairbairn, Trustee
Date:	05/29/2026

FAQ

What change in ownership does this IN8BIO (INAB) Schedule 13D/A report?

The amendment reports that the Fairbairns’ CRUT transferred 724,637 IN8bio shares to a 501(c)(3) foundation. As a result, the reporting persons state they ceased to be beneficial owners of more than five percent of IN8bio’s common stock on May 27, 2026.

How many IN8BIO (INAB) shares does Emily Fairbairn now beneficially own?

Emily Fairbairn now beneficially owns 215,431 IN8bio common shares. This includes warrants, options, and stock positions, and represents 2.2% of the company’s 9,847,089 outstanding shares as of May 4, 2026, according to the filing’s ownership calculations.

How many IN8BIO (INAB) shares does Malcom Fairbairn now beneficially own?

Malcom Fairbairn beneficially owns 205,626 IN8bio common shares. This total includes positions held through the CRUT and Valley High, and equates to 2.1% of outstanding common stock based on 9,847,089 shares outstanding as of May 4, 2026.

What role does the Malcom and Emily Fairbairn 2010 CRUT hold in IN8BIO (INAB)?

The Malcom and Emily Fairbairn 2010 CRUT beneficially owns 202,582 IN8bio shares, or 2.1% of the outstanding stock. The CRUT previously held more shares but transferred 724,637 shares to a 501(c)(3) charitable foundation, which reduced the reporting persons’ overall ownership percentage.

How was the IN8BIO (INAB) ownership percentage calculated in this 13D/A?

Ownership percentages are based on 9,847,089 IN8bio common shares outstanding as of May 4, 2026. Using this figure, Emily Fairbairn’s 215,431 shares equal 2.2%, while Malcom Fairbairn’s 205,626 shares and the CRUT’s 202,582 shares each correspond to about 2.1% of the class.

Did the Fairbairns sell IN8BIO (INAB) shares in the market according to this filing?

The filing states that, aside from transactions described, no purchases or sales occurred in the past 60 days. It specifically notes the CRUT transferred 724,637 shares to a 501(c)(3) charitable foundation for no consideration, indicating a donation rather than a market sale.