Nautilus Biotechnology Form 4: Farzad Nazem receives 45k options

Rhea-AI Filing Summary

Form 4 snapshot – Nautilus Biotechnology, Inc. (NAUT)

On 06/23/2025 director Farzad Nazem received a grant of 45,000 non-qualified stock options with an exercise price of $0.6951 per share. The options expire on 06/23/2035 and vest monthly in 12 equal instalments, contingent on Mr. Nazem’s continued service to the company. Following the grant, the director’s beneficial ownership in derivative securities increased by 45,000 options; no open-market purchase or sale of common stock occurred.

• The filing is an initial disclosure of an equity award rather than a transaction involving NAUT shares on the secondary market.
• The awarded option strike price is close to the company’s recent trading range, suggesting alignment of director incentives with future share appreciation.
• The total grant represents an immaterial <0.1% potential dilution based on NAUT’s ~124 million shares outstanding.

No other securities were acquired or disposed of, and no Rule 10b5-1 trading plan was indicated.

Positive

• Alignment of interests: Option grant encourages director focus on share appreciation.
• Shareholder-friendly size: 45,000 options equate to less than 0.1 % dilution, signalling disciplined equity usage.

Negative

• Potential dilution: Even modest, new options marginally increase fully-diluted share count.

Insights

Securities Analyst

TL;DR: Routine director option grant; negligible dilution; neutral share-price impact.

The 45,000-option grant is standard board compensation. At ~$0.70 strike, upside participation is preserved while cash outlay is minimal until exercise. Given NAUT’s share count, the award adds less than 0.1 % fully-diluted. No insider sale occurred, so the action does not signal bearish sentiment. Investors should view this as routine governance rather than a catalyst.

Corporate Governance Specialist

TL;DR: Grant aligns director interests; standard vesting; low governance risk.

The monthly, one-year vesting schedule ensures continued board engagement without over-leveraging incentives. Strike pricing near market limits windfall gains and reflects shareholder-friendly design. The filing poses no red flags but also offers limited strategic insight. Overall, impact on governance quality is neutral-to-slightly positive, yet immaterial financially.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider NAZEM FARZAD

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	45,000	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 45,000 shares (Direct)

Footnotes (1)

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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^*

NAZEM FARZAD

(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

What did director Farzad Nazem report in the NAUT Form 4?

He received 45,000 stock options at a strike price of $0.6951 on 06/23/2025.

When do the newly granted NAUT options expire?

The options expire on 06/23/2035.

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

They vest 1/12 monthly over 12 months, subject to continued service.

Did the Form 4 indicate any open-market purchase or sale of NAUT common shares?

No. The filing only discloses an option grant; no shares were bought or sold.

How much dilution could the option grant cause for NAUT shareholders?

At 45,000 shares versus ~124 million outstanding, potential dilution is below 0.1 %.