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

Rhea-AI Filing Summary

Form 4 snapshot: On 06/23/2025, Nautilus Biotechnology, Inc. (ticker NAUT) filed a Form 4 disclosing that director Matthew S. McIlwain received a new equity award.

• Instrument granted: Non-qualified stock option (right to buy common shares).
• Quantity: 45,000 option units.
• Exercise price: $0.6951 per share.
• Expiration: 06/23/2035 (10-year term).
• Vesting schedule: Subject to the director’s continued “Service Provider” status, one-twelfth (1/12) of the option vests monthly after the grant date, fully vesting over one year.
• Post-transaction holdings: McIlwain now beneficially owns 45,000 derivative securities (options) directly; no non-derivative share activity was reported.
• Transaction code: “A” (grant) – no open-market purchase or sale; zero cash proceeds reported.

The filing indicates routine board compensation designed to align the director’s incentives with shareholder returns. No shares were sold or purchased, and there is no indication of additional indirect ownership or Rule 10b5-1 trading plan usage. Overall, the disclosure is limited to a single option grant and does not introduce immediate dilution or cash flow impact for the company.

Positive

• Director incentive alignment: 45,000 stock options tie compensation to future share performance.
• Low exercise price: $0.6951 provides leverage to upside, potentially signaling confidence in long-term value.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine option grant; neutral cash impact, modest alignment of insider incentives.

The Form 4 reveals only one transaction: a grant of 45,000 stock options at a sub-$1 strike price, vesting monthly over one year. Because it is a compensatory award (code A) rather than a market purchase, there is no direct signal about the director’s view of valuation, nor any cash cost to McIlwain. From a capitalization standpoint, potential dilution equals roughly 0.03% of a 150 million-share base, immaterial near-term. Investors should view this as standard board remuneration rather than a directional insider trade.

Corporate Governance Expert

TL;DR: Grant strengthens pay-for-performance structure; governance standard practice.

The monthly vesting cadence promotes continuous board engagement and ties value realization to share price appreciation, consistent with best practices under equity incentive plans. No deviations from the Issuer’s 2021 Equity Incentive Plan are noted, and direct ownership classification enhances transparency. There are no red flags regarding spring-loading or accelerated vesting. Governance impact is therefore benign-to-positive, with limited strategic significance.

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^*

McIlwain Matthew S

(Last) (First) (Middle)

C/O NAUTILUS BIOTECHNOLOGY, INC.

2701 EASTLAKE AVE. E.

(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

How many stock options were granted to NAUT director Matthew S. McIlwain?

45,000 options were granted on 06/23/2025.

What is the exercise price of the newly granted NAUT options?

Each option carries an exercise price of $0.6951 per share.

When do the granted options to McIlwain expire?

The options expire on 06/23/2035, giving a 10-year life.

What is the vesting schedule for the 45,000 NAUT options?

They vest monthly at 1/12th of the total, subject to continuous service.

Did the director buy or sell any NAUT common shares in this filing?

No. The Form 4 only reports an option grant; no share purchases or sales occurred.

How many derivative securities does McIlwain own after this transaction?

Post-transaction, he beneficially owns 45,000 derivative securities (options).