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[Form 4] NEKTAR THERAPEUTICS Insider Trading Activity

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

Rhea-AI Filing Summary

Nektar Therapeutics (NKTR) Chief Legal Officer Mark A. Wilson reported equity award activity. On 11/21/2025, he acquired 1,903 shares of common stock through vesting of previously granted restricted stock units under the company’s 2017 Performance Incentive Plan, following the Compensation Committee’s determination on November 20, 2025 that the performance conditions were met. After this, he beneficially owned 22,215 shares, including shares held in the employee stock purchase plan.

On 11/25/2025, he sold 630 shares to cover tax withholding obligations related to the RSU vesting, leaving 21,585 shares held directly. He also received a grant of 3,400 stock options on 11/21/2025 with an exercise price of $281.25 per share, vesting after the performance-based condition was determined to be satisfied and subject to time-based vesting through December 17, 2028.

Positive

  • None.

Negative

  • None.
Insider Wilson Mark Andrew
Role Chief Legal Officer
Sold 630 shs ($34K)
Type Security Shares Price Value
Sale Common Stock 630 $54.28 $34K
Grant/Award Stock Option 3,400 $0.00 --
Grant/Award Common Stock 1,903 $0.00 --
Holdings After Transaction: Common Stock — 21,585 shares (Direct); Stock Option — 3,400 shares (Direct)
Footnotes (1)
  1. Common stock was acquired pursuant to a grant of restricted stock units ("RSU"). Each RSU awarded represents a contingent right to receive, upon vesting of the unit, one share of Common Stock of the Issuer. These RSUs were granted on December 18, 2020 under the Issuer's Amended and Restated 2017 Performance Incentive Plan (the "2017 Plan") and at the time of their grant were subject to both performance-based and time-based vesting requirements. The time-based vesting is on a quarterly pro-rata basis over a period of three years from the date of grant. The Organization and Compensation Committee of the Board of Directors of the Issuer ("Compensation Committee") determined on November 20, 2025 that the performance-based vesting requirement for these RSUs was satisfied and these RSUs vested on November 21, 2025. This number includes 508 shares held by the reporting person in the Issuer's ESPP plan. The acquisition of these shares under the plan is exempt under Rule 16b-3(c). Represents the number of shares sold by the reporting person to cover required tax withholding obligations in connection with the vesting of the RSUs held by the reporting person and does not represent a discretionary trade by the reporting person. This transaction was executed in multiple trades at prices ranging from $58.26 to $59.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and the prices at which the transactions were effected upon the request to the SEC staff, the Issuer, or a security holder of the Issuer. These stock options were granted on December 18, 2020 under the 2017 Plan and at the time of their grant were subject to both performance-based and time-based vesting requirements. The time-based vesting is on a monthly pro-rata basis over a period of four years from the date of grant. The Compensation Committee determined on November 20, 2025 that the performance-based vesting requirement for these stock options was satisfied and these stock options vested on November 21, 2025.
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*
Wilson Mark Andrew
(Last) (First) (Middle)
C/O NEKTAR THERAPEUTICS
455 MISSION BAY BLVD SOUTH
(Street)
SAN FRANCISCO CA 94158
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEKTAR THERAPEUTICS [ NKTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025
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
Common Stock(1) 11/21/2025(2) A 1,903 A $0 22,215(3) D
Common Stock 11/25/2025 S 630(4) D $54.28(5) 21,585(3) D
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(6) $281.25 11/21/2025 A 3,400 (7) 12/17/2028 Common Stock 3,400 $0.00 3,400 D
Explanation of Responses:
1. Common stock was acquired pursuant to a grant of restricted stock units ("RSU"). Each RSU awarded represents a contingent right to receive, upon vesting of the unit, one share of Common Stock of the Issuer. These RSUs were granted on December 18, 2020 under the Issuer's Amended and Restated 2017 Performance Incentive Plan (the "2017 Plan") and at the time of their grant were subject to both performance-based and time-based vesting requirements. The time-based vesting is on a quarterly pro-rata basis over a period of three years from the date of grant.
2. The Organization and Compensation Committee of the Board of Directors of the Issuer ("Compensation Committee") determined on November 20, 2025 that the performance-based vesting requirement for these RSUs was satisfied and these RSUs vested on November 21, 2025.
3. This number includes 508 shares held by the reporting person in the Issuer's ESPP plan. The acquisition of these shares under the plan is exempt under Rule 16b-3(c).
4. Represents the number of shares sold by the reporting person to cover required tax withholding obligations in connection with the vesting of the RSUs held by the reporting person and does not represent a discretionary trade by the reporting person.
5. This transaction was executed in multiple trades at prices ranging from $58.26 to $59.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and the prices at which the transactions were effected upon the request to the SEC staff, the Issuer, or a security holder of the Issuer.
6. These stock options were granted on December 18, 2020 under the 2017 Plan and at the time of their grant were subject to both performance-based and time-based vesting requirements. The time-based vesting is on a monthly pro-rata basis over a period of four years from the date of grant.
7. The Compensation Committee determined on November 20, 2025 that the performance-based vesting requirement for these stock options was satisfied and these stock options vested on November 21, 2025.
Mark A. Wilson 11/25/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nektar Therapeutics (NKTR) report in this Form 4?

The Chief Legal Officer acquired 1,903 shares of Nektar Therapeutics common stock through RSU vesting on 11/21/2025 and sold 630 shares on 11/25/2025 to cover tax withholding. He also had 3,400 stock options vest on 11/21/2025.

How many Nektar Therapeutics (NKTR) shares does the reporting person own after these transactions?

Following the RSU vesting on 11/21/2025, the reporting person beneficially owned 22,215 shares of common stock, including 508 shares held in the employee stock purchase plan. After the 11/25/2025 sale of 630 shares for tax withholding, he directly held 21,585 shares.

What is the nature of the RSUs that vested for the Nektar (NKTR) officer?

The 1,903 shares came from restricted stock units granted on December 18, 2020 under the 2017 Performance Incentive Plan. These RSUs had both performance-based and time-based vesting, with time-based vesting on a quarterly pro-rata schedule over three years.

Why did the Nektar (NKTR) insider sell 630 shares of stock?

The sale of 630 shares on 11/25/2025 was to cover required tax withholding obligations related to the RSU vesting and is described as not a discretionary trade by the reporting person.

What stock options were reported by the Nektar Therapeutics (NKTR) officer?

The officer reported 3,400 stock options on Nektar common stock with an exercise price of $281.25 per share. These options were granted on December 18, 2020 under the 2017 Plan, had both performance-based and time-based vesting, and vested on 11/21/2025 after the performance condition was determined to be satisfied, with time-based vesting on a monthly pro-rata basis over four years to December 17, 2028.

What role does the reporting person hold at Nektar Therapeutics (NKTR)?

The reporting person is an officer of Nektar Therapeutics, serving as the company’s Chief Legal Officer.