Nautilus Biotech: 45k Share Option Grant to Director Melissa Epperly

Rhea-AI Filing Summary

Form 4 overview: On 06/23/2025, Nautilus Biotechnology, Inc. (ticker NAUT) granted Director Melissa B. Epperly a new equity award.

• Security type: Non-qualified stock option (right to buy common stock).
• Shares underlying option: 45,000.
• Exercise price: $0.6951 per share.
• Term: Expires 06/23/2035 (10-year life).
• Vesting schedule: Monthly vesting in 12 equal instalments, subject to Ms. Epperly maintaining “Service Provider” status, as defined in the company’s 2021 Equity Incentive Plan.
• Post-transaction beneficial ownership (derivative form): 45,000 options held directly.

The filing reports no disposals or open-market purchases of common stock; the only activity is the A-coded (grant) issuance of the option. No Rule 10b5-1 trading plan is indicated. The form was signed on 06/24/2025 by attorney-in-fact Mathew B. Murphy.

Investor takeaway: This is a routine director compensation grant that minimally affects share count but incrementally aligns the director’s incentives with shareholder value creation.

Positive

• Alignment of incentives: Granting options ties director compensation to future share performance, potentially benefiting shareholders.

Negative

• None.

Insights

Sell-side Financial Analyst

TL;DR: Routine 45k option grant to director; negligible dilution, neutral for valuation.

The 45,000-share option grant represents a very small fraction of NAUT’s outstanding shares and therefore has immaterial dilution. The $0.6951 strike embeds upside incentive aligned with shareholder returns. No sale activity occurred, so there is no bearish signal. From a cash-flow standpoint the grant is non-cash; future accounting expense will be spread over the 12-month vesting period, likely insignificant to earnings given the company’s R&D cost structure. Overall impact on equity value, liquidity, and float is de minimis, so I classify the filing as neutral.

Corporate Governance Specialist

TL;DR: Standard director compensation; supports incentive alignment, no governance red flags.

The option vests monthly over one year, a structure that encourages continuous board engagement without creating an excessive overhang. The 10-year term matches market norms. Absence of a Rule 10b5-1 declaration indicates the grant is ordinary-course, not linked to a pre-planned trading program. No accelerated vesting clauses are disclosed, reducing potential governance risk. I see no conflict-of-interest concerns in this filing, and the modest size aligns with peer director compensation practices.

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^*

Epperly Melissa B,

(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 NAUT disclose in the 06/23/2025 Form 4?

NAUT reported granting Director Melissa B. Epperly 45,000 stock options at a $0.6951 exercise price.

How many shares are covered by the new option grant to Ms. Epperly?

45,000 shares of common stock are underlying the option.

What is the exercise price and expiration date of the NAUT option grant?

The strike price is $0.6951 and the option expires on 06/23/2035.

What is the vesting schedule for the granted options?

One-twelfth of the option vests monthly over 12 months, contingent on continuous service.

Did the Form 4 indicate any stock sales or purchases by the director?

No; the filing only reports an A-coded option grant with no sales or open-market purchases.