[Form 4] Nautilus Biotechnolgy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Nautilus Biotechnology, Inc. (NAUT) reported that director Karen Akinsanya received a new equity award on 06/23/2025.

• Instrument: Stock Option (right to buy common stock)
• Quantity granted: 45,000 options
• Exercise price: $0.6951 per share
• Expiration: 06/23/2035 (10-year term)
• Vesting schedule: 1/12 of the award vests monthly, provided Akinsanya maintains “Service Provider” status under the company’s 2021 Equity Incentive Plan.
• Ownership after grant: 45,000 derivative securities; no direct common-stock position was disclosed in this filing.
• Transaction code: “A” (acquisition), indicating an award rather than an open-market purchase or sale.
• Signatory: Mathew B. Murphy (Attorney-in-Fact) on 06/24/2025.

Investor takeaways: The filing records a routine director compensation grant. It does not involve a cash transaction, does not change outstanding share count immediately, and entails limited short-term financial impact. The options could become dilutive if exercised, but that would occur only once the exercise price is met and the director elects to convert.

Insights

Securities Analyst

TL;DR: Routine director option grant; neutral to valuation and near-term share count.

The Form 4 shows a standard compensation award: 45,000 options at $0.6951. With no open-market activity and a 10-year term, the award represents potential—but non-immediate—dilution of roughly 0.04 % of NAUT’s basic shares (based solely on the option amount; actual float not stated here). Monthly vesting aligns the director’s incentives without affecting cash flow. Because it is entirely derivative, there is no direct impact on revenue, expenses, or liquidity in the current period. The transaction is typical for biotech governance structures and should be viewed as administratively neutral from a short-term investor perspective.

Corporate Governance Expert

TL;DR: Grant supports alignment but is immaterial; governance status unchanged.

Issuing equity to non-employee directors is common practice, and the scale—45,000 options over 12-month vesting—appears modest. The absence of accelerated vesting clauses or 10b5-1 indicators suggests standard board-approved mechanics. No red flags emerge regarding insider selling pressure or unusual timing. Consequently, the filing carries neutral governance implications and does not signal strategic shifts or insider sentiment changes.

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^*

Akinsanya Karen

(Last) (First) (Middle)

C/O NAUTILUS BIOTECHNOLOGY, INC.

2701 EASTLAKE AVENUE EAST

(Street)

SEATTLE WA 98102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nautilus Biotechnology, Inc. [ NAUT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

4. 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 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

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
Stock Option (Right to Buy)	$0.6951	06/23/2025		A		45,000		(1)	06/23/2035	Common Stock	45,000	$0	45,000	D

Explanation of Responses:

1. Subject to reporting person's continuous status as a "Service Provider" (as defined in the the Issuer's 2021 Equity Incentive Plan) through each applicable vesting date, one-twelfth (1/12th) of the shares subject to the Option shall vest on a monthly basis following the date of grant on the same day of the month as such grant date (or on the last day of the month, if there is no corresponding day in such month).

Remarks:

	/s/ Mathew B. Murphy, as Attorney-in-Fact	06/24/2025
	** 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 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.

FAQ

What did the NAUT Form 4 filed on 06/24/2025 disclose?

It disclosed a grant of 45,000 stock options to director Karen Akinsanya at an exercise price of $0.6951.

When do the Nautilus Biotechnology options granted to Karen Akinsanya expire?

The options expire on 06/23/2035.

How does the vesting schedule work for the 45,000 NAUT options?

One-twelfth of the options vest monthly, contingent upon ongoing service, until fully vested after 12 months.

Did the Form 4 report any open-market buying or selling of NAUT common stock?

No. The filing shows only an option award; no shares were bought or sold in the market.

What is the immediate dilution impact of the 45,000 option grant to Nautilus shareholders?

There is no immediate dilution; dilution would occur only if the options are exercised in the future.