Sujal Patel boosts Nautilus Biotechnology (NAUT) stake to 16.3% ownership

Rhea-AI Filing Summary

Nautilus Biotechnology insider Sujal Patel now reports beneficial ownership of 21,249,965 shares of common stock, representing 16.3% of the company. This total includes shares he holds directly, through an LLC, through a children’s trust, and through stock options.

The filing explains that 10,366,721 shares are directly owned by Patel, 5,280,476 shares are held by PFV I, LLC, and 1,814,035 shares are held by the Sujal Patel 2020 Children's Trust, over which he and his spouse share voting and dispositive power. A further 3,788,733 shares are issuable upon exercise of options.

As of March 2, 2026, 2,326,231 of these option shares are exercisable within 60 days. On March 2, 2026 Patel received an option grant for 650,000 shares, and on March 4, 2026 he bought 25,000 shares of Nautilus Biotechnology common stock on the open market.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Nautilus Biotechnology, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

Sujal Patel
2701 Eastlake Avenue East,
Seattle, WA, 98102
206-333-2001

Zachary B. Myers
Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road
Palo Alto, CA, 94304
650-493-9300

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

03/02/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Sujal Patel

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 19,435,930.00
8	Shared Voting Power 1,814,035.00
9	Sole Dispositive Power 19,435,930.00
10	Shared Dispositive Power 1,814,035.00

11

Aggregate amount beneficially owned by each reporting person

21,249,965.00

12

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

13

Percent of class represented by amount in Row (11)

16.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Items 7, 9, and 11 above consists of 10,366,721 shares of Common Stock directly owned by Sujal Patel, 5,280,476 shares of Common Stock directly owned by PFV I, LLC ("PFV") and a total of 3,788,733 shares of Common Stock issuable upon exercise of options. Of such options to purchase shares, 2,326,231 shares shall be vested and exercisable within 60 days of March 2, 2026. Mr. Patel has sole voting and dispositive power over the shares held by PFV and is the manager of PFV. Items 8, 10, and 11 above consists of 1,814,035 shares of Common Stock directly owned by the Sujal Patel 2020 Children's Trust, u/a/d December 3, 2020 (the "Patel Trust"). Mr. Patel and his spouse share voting and dispositive power over the shares held by the Patel Trust and each of Mr. Patel and his spouse is a trustee of the Patel Trust. Item 13 above is based on the quotient obtained by dividing (a) the aggregate number of shares of Common Stock beneficially owned by Mr. Patel by (b) the sum of (i) 126,564,473 shares of Common Stock outstanding as of February 19, 2026, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on February 26, 2026, and (ii) the 3,788,733 shares of Common Stock issuable upon exercise of options held by Mr. Patel. The aggregate number of shares of Common Stock beneficially owned by Mr. Patel as set forth in clauses "(a)" and "(b)" of this footnote are treated as outstanding shares of Common Stock only for the purpose of computing the percentage ownership of Mr. Patel.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.0001 per share
(b)	Name of Issuer: Nautilus Biotechnology, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2701 Eastlake Avenue East, Seattle, WASHINGTON , 98102.
Item 1 Comment: This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D filed on June 16, 2021, as amended by Amendment No. 1 filed on March 1, 2023, and by Amendment No. 2 filed on March 5, 2025 (the "Schedule 13D") by Sujal Patel (the "Reporting Person") relating to the Common Stock of Nautilus Biotechnology, Inc. (the "Issuer"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D, the Reporting Person beneficially owns an aggregate of 21,249,965 shares of Common Stock, or 16.3% of the Issuer's outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on a total of 126,564,473 shares of Common Stock outstanding as of February 19, 2026 plus 3,788,733 shares of Common Stock issuable upon exercise of options held by the Reporting Person. 2,326,231 of the Reporting Person's options to purchase shares of Common Stock are exercisable within 60 days of March 2, 2026. The unvested options to purchase shares of Common Stock vest over time subject to the Reporting Person's continued service through each vesting date. If, during the period beginning three months before a change in control through the one-year anniversary of a change in control, the Reporting Person's employment with the Issuer is terminated either (x) by the Issuer without cause, and excluding by reason of the Reporting Person's death or disability or (y) by the Reporting Person for good reason, then 100% of any unvested shares shall immediately vest.
(b)	The Reporting Person and the Reporting Person's spouse share voting and dispositive power with respect to 1,814,035 shares of Common Stock owned by the Patel Trust. The Reporting Person has sole voting and dispositive power with respect to 15,647,197 shares of Common Stock and options to purchase 3,788,733 shares of Common Stock.
(c)	On March 2, 2026, the Reporting Person was granted an option to purchase 650,000 shares of the Issuer's Common Stock. On March 4, 2026 the Reporting Person purchased 25,000 shares of the Issuer's Common Stock on the open market. Except for such option grant and such share purchase, the Reporting Person has not effected any transactions in the Common Stock during the past 60 days.

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.

Sujal Patel

Signature:	/s/ Matthew Murphy
Name/Title:	Matthew Murphy/Attorney-in-fact
Date:	03/04/2026

FAQ

What ownership stake does Sujal Patel report in Nautilus Biotechnology (NAUT)?

Sujal Patel reports beneficial ownership of 21,249,965 Nautilus Biotechnology shares, equal to 16.3% of the common stock. This percentage is calculated using 126,564,473 shares outstanding as of February 19, 2026 plus 3,788,733 shares issuable from options he holds.

How is Sujal Patel’s 21,249,965-share NAUT position structured?

Patel’s beneficial ownership includes 10,366,721 shares held directly, 5,280,476 shares held by PFV I, LLC, 1,814,035 shares held by the Sujal Patel 2020 Children's Trust, and 3,788,733 shares issuable upon option exercise, reflecting multiple holding vehicles and equity incentives.

What recent equity awards did Sujal Patel receive from Nautilus Biotechnology (NAUT)?

On March 2, 2026, Sujal Patel was granted an option to purchase 650,000 shares of Nautilus Biotechnology common stock. These options contribute to a total of 3,788,733 option shares, of which 2,326,231 are exercisable within 60 days of March 2, 2026.

Did Sujal Patel buy Nautilus Biotechnology (NAUT) shares in the market?

Yes. On March 4, 2026, Sujal Patel purchased 25,000 shares of Nautilus Biotechnology common stock on the open market. The filing states this was his only reported market purchase in the company’s common stock during the 60 days covered.

How are trust-held NAUT shares controlled by Sujal Patel and spouse?

The Sujal Patel 2020 Children's Trust holds 1,814,035 Nautilus Biotechnology shares. Patel and his spouse share voting and dispositive power over these shares, and both serve as trustees, so the position is reported as beneficially owned by Patel in the Schedule 13D/A.

What change-in-control vesting protection applies to Sujal Patel’s NAUT options?

If a qualifying termination occurs from three months before through one year after a change in control, 100% of Sujal Patel’s then-unvested Nautilus Biotechnology stock options will fully vest, provided it is either an issuer termination without cause or his resignation for good reason.