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NuCana (NCNA) director Elliott Levy cancels 23.8M-share option with no consideration

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NuCana plc director Elliott M. Levy reported the cancellation of an option covering 23,811,896 ordinary shares. The Form 4 shows a derivative transaction coded as a disposition to the issuer, leaving no options of this grant outstanding after the transaction.

According to the footnotes, these ordinary shares had an exercise price of 0.0004 Pounds Sterling per share, were exercisable as of June 20, 2026, and were scheduled to expire on June 20, 2035. The option was canceled by mutual agreement between Levy and NuCana, and Levy did not receive any consideration for this cancellation.

Positive

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Negative

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Insights

Large NuCana option grant canceled by mutual agreement, reducing potential dilution.

The filing shows director Elliott M. Levy canceling an option over 23,811,896 NuCana ordinary shares via a disposition to the issuer. The option had a very low exercise price of 0.0004 Pounds per share and a long life to June 20, 2035.

Footnotes state the option was exercisable as of June 20, 2026 and that the cancellation occurred by mutual agreement without consideration paid to Levy. With total shares following the transaction reported as zero and no remaining derivative positions listed, this grant has been fully removed, eliminating its potential future share overhang while not bringing in cash proceeds.

Insider Levy Elliott M.
Role null
Type Security Shares Price Value
Disposition Options 23,811,896 $0.00 --
Holdings After Transaction: Options — 0 shares (Direct, null)
Footnotes (1)
  1. The ordinary shares, nominal value 0.000004 Pounds Sterling per share, of NuCana plc (the "Company") underlying this option were exercisable as of June 20, 2026, had an exercise price of 0.0004 Pounds Sterling per share, and were set to expire on June 20, 2035. The option was canceled by mutual agreement of the Reporting Person and the Company. The Reporting Person did not receive consideration for the cancellation.
Options canceled 23,811,896 options Disposition to issuer on June 19, 2026
Underlying shares 23,811,896 ordinary shares Covered by canceled option grant
Exercise price 0.0004 Pounds Sterling/share Exercise price for canceled option
Exercisable date June 20, 2026 Date options were exercisable as stated in footnote
Original expiration June 20, 2035 Scheduled expiration date before cancellation
Shares after transaction 0 options Total shares following transaction for this option position
Disposition to issuer financial
"transaction_action: issuer disposition; transaction_code_description: Disposition to issuer"
exercise price financial
"had an exercise price of 0.0004 Pounds Sterling per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
derivative financial
"transaction_type: derivative; derivativeTransactionCount: 1"
A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.
ordinary shares financial
"The ordinary shares, nominal value 0.000004 Pounds Sterling per share"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
consideration financial
"The Reporting Person did not receive consideration for the cancellation."
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Levy Elliott M.

(Last)(First)(Middle)
C/O NUCANA PLC
3 LOCHSIDE WAY

(Street)
EDINBURGHUNITED KINGDOMEH12 9DT

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
NuCana plc [ NCNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options(1)06/19/2026D23,811,896 (1) (1)Ordinary Shares23,811,896$0(2)0D
Explanation of Responses:
1. The ordinary shares, nominal value 0.000004 Pounds Sterling per share, of NuCana plc (the "Company") underlying this option were exercisable as of June 20, 2026, had an exercise price of 0.0004 Pounds Sterling per share, and were set to expire on June 20, 2035.
2. The option was canceled by mutual agreement of the Reporting Person and the Company. The Reporting Person did not receive consideration for the cancellation.
/s/ Ian Webster, Attorney-in-Fact for Elliott Levy06/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NuCana (NCNA) director Elliott M. Levy report?

Levy reported canceling an option covering 23,811,896 NuCana ordinary shares through a disposition to the issuer. The filing shows this derivative position went to zero, meaning the entire grant was removed rather than exercised or sold into the market.

How many NuCana (NCNA) shares were affected by Elliott Levy’s option cancellation?

The canceled option related to 23,811,896 underlying NuCana ordinary shares. After this disposition to the issuer, the Form 4 reports total shares following the transaction for this option position as zero, indicating the entire option grant was eliminated in a single event.

What was the exercise price of Elliott Levy’s canceled NuCana (NCNA) options?

The footnotes state the option’s exercise price was 0.0004 Pounds Sterling per NuCana ordinary share. This very low strike price would have allowed Levy to acquire shares cheaply had the option been exercised instead of canceled by mutual agreement with the company.

When were the canceled NuCana (NCNA) options exercisable and when would they have expired?

The options were exercisable as of June 20, 2026, with a scheduled expiration date of June 20, 2035. By canceling the grant now, the reporting person and NuCana removed a long-dated option that otherwise could have remained outstanding for nearly nine more years.

Did Elliott M. Levy receive any payment for canceling his NuCana (NCNA) options?

According to the footnotes, Levy did not receive any consideration for the option cancellation. The option was canceled by mutual agreement between the reporting person and NuCana, meaning the derivative position was simply removed without cash or other compensation changing hands.

Does Elliott Levy retain any of this specific NuCana (NCNA) option position after the transaction?

The Form 4 shows total shares following the transaction for this option position as zero and lists no remaining derivative positions. This indicates Levy no longer holds any portion of this specific option grant after the mutually agreed cancellation with the company.