NuCana (NCNA) director reports substantial options over ordinary shares

Rhea-AI Filing Summary

NuCana plc director Kay Andrew Martin has filed an initial Form 3 disclosing significant option holdings over the company’s ordinary shares. The filing reports multiple option awards that together are exercisable into up to 63,648,062 and 52,934,010 Ordinary Shares at very low exercise prices.

According to the footnotes, some options have exercise prices between 0.0004 and 0.004 Pounds Sterling per Ordinary Share, with portions that completed vesting on June 20, 2025 and January 14, 2026 and expirations on June 20, 2035 and January 14, 2036. Other grants will vest in full on June 20, 2026 and January 14, 2027, subject to Martin’s continued service with NuCana through those vesting dates.

Insights

Equity compensation analyst

Routine Form 3 showing large, low‑priced option grants to a NuCana director.

The disclosure lists four option positions over NuCana Ordinary Shares, with underlying amounts of 63,648,062 and 52,934,010 shares. Exercise prices range from 0.0004 to 0.004 Pounds Sterling, indicating nominal‑price incentive awards rather than market‑priced options.

Footnotes show two grants fully vested by June 20, 2025 and January 14, 2026, expiring in 2035 and 2036. Two additional grants vest in full on June 20, 2026 and January 14, 2027, conditional on continued service. As a Form 3 with only holding entries and no buys or sales, this is an administrative ownership disclosure with neutral near‑term impact.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kay Andrew Martin

(Last) (First) (Middle)

C/O NUCANA PLC

3 LOCHSIDE WAY

(Street)

EDINBURGH UNITED KINGDOM EH12 9DT

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NuCana plc [ NCNA ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(1)	(1)	Ordinary Shares	52,934,010	(1)	D
Options	(2)	(2)	Ordinary Shares	52,934,010	(2)	D
Options	(3)	(3)	Ordinary Shares	63,648,062	(3)	D
Options	(4)	(4)	Ordinary Shares	63,648,062	(4)	D

Explanation of Responses:

1. The ordinary shares, nominal value 0.0004 Pounds Sterling per share (the "Ordinary Shares"), of NuCana plc (the "Company") underlying this option have an exercise price of 0.004 Pounds Sterling, completed vesting on June 20, 2025 and expire June 20, 2035.

2. The Ordinary Shares underlying this option have an exercise price of 0.0004 Pounds Sterling and will vest in full on June 20, 2026, subject to the Reporting Person's continued service with the Company through the applicable vesting date.

3. The Ordinary Shares underlying this option have an exercise price of 0.0005 Pounds Sterling, completed vesting on January 14, 2026 and expire January 14, 2036.

4. The Ordinary Shares underlying this option have an exercise price of 0.0004 Pounds Sterling and will vest in full on January 14, 2027, subject to the Reporting Person's continued service with the Company through the applicable vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Ian Webster, Attorney-in-Fact for Andrew Kay	03/18/2026
	** 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 5 (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.
* Form 3: SEC 1473 (03-26)

FAQ

What does the NuCana (NCNA) Form 3 filing by Kay Andrew Martin disclose?

The Form 3 discloses that director Kay Andrew Martin holds several option awards over NuCana Ordinary Shares. These options are exercisable into large share amounts at very low exercise prices and represent his initial reported beneficial ownership as an insider.

How many NuCana ordinary shares are covered by Kay Andrew Martin’s options?

The filing lists option positions with underlying amounts of 63,648,062 and 52,934,010 NuCana Ordinary Shares. These figures reflect the share amounts tied to different option grants, rather than common stock currently owned outright or recently traded in the market.

What are the exercise prices of Kay Andrew Martin’s NuCana options in this Form 3?

Footnotes state that the Ordinary Shares underlying the options have exercise prices of 0.004, 0.0004, and 0.0005 Pounds Sterling per share. These nominal exercise prices indicate equity incentives structured as low‑cost options rather than market‑priced purchase transactions.

When do Kay Andrew Martin’s NuCana option grants vest and expire?

According to the footnotes, some options completed vesting on June 20, 2025 and January 14, 2026, expiring on June 20, 2035 and January 14, 2036. Other grants will vest in full on June 20, 2026 and January 14, 2027, subject to continued service.

Does the NuCana Form 3 for Kay Andrew Martin show any stock purchases or sales?

No buy or sell transactions are shown; the entries are categorized as holding records with an unknown transaction code. This Form 3 functions as an initial statement of beneficial ownership, listing existing option positions rather than reporting new market trades.

Are Kay Andrew Martin’s NuCana options subject to any service conditions?

Yes. Footnotes explain that certain option grants will vest in full on June 20, 2026 and January 14, 2027, but only if Martin continues to serve with NuCana through the applicable vesting dates, linking the awards to ongoing service.