[Form 4] Nektar Therapeutics Insider Trading Activity

Rhea-AI Filing Summary

Robin W. Howard, President & CEO and director of Nektar Therapeutics (NKTR), reported insider activity. He sold 1,573 shares of common stock to cover tax withholding at a weighted-average price of $26.59, leaving 69,340 shares beneficially owned directly and 28 shares indirectly by his spouse (amounts adjusted for a one-for-fifteen reverse stock split).

Mr. Howard also had 86,666 stock options exercised that became vested after the Organization and Compensation Committee determined the performance-based vesting condition was satisfied; these options have a $0.50 exercise price and underlying 86,666 shares with an expiration of December 12, 2031.

Positive

• Performance-based vesting of 86,666 stock options was certified by the Organization and Compensation Committee, indicating specified goals were met
• Options exercised had a low $0.50 exercise price, implying significant intrinsic value at exercise

Negative

• Sale of 1,573 shares reduced the reporting person's direct holdings to 69,340 shares (sale reported as tax-withholding)
• Vesting of options increases potential dilution with 86,666 underlying shares now exercisable

Insights

Corporate Governance Expert

TL;DR: CEO exercised performance-vested options and sold a small number of shares only to satisfy tax withholding; governance signals mixed but routine.

The filing shows the board's compensation committee certified performance metrics, leading to vesting of a sizeable option award (86,666 options). That indicates the company met specified performance goals tied to executive pay, a governance event investors may note for alignment of pay and performance. The tax-related disposition of 1,573 shares appears administrative rather than a directional sale, as the filer states it was to satisfy withholding obligations.

Securities Analyst

TL;DR: Option vesting increases potential dilution and insider share count changed slightly; transactions appear non-discretionary and not an obvious negative signal.

The exercised options at a $0.50 strike compared with the weighted-average sale price of reported shares (~$26.59) show material intrinsic value for the options exercised. While option vesting increases potential share overhang, the specific sale was limited to tax withholding and did not reflect a broader planned divestiture. Investors should note the adjusted share counts post reverse split when modeling dilution.

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^*

ROBIN HOWARD W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		S		1,573(1)	D	$26.59(2)	69,340(3)	D
Common Stock								28(3)	I	by spouse

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(4)	$0.5	08/19/2025		A		86,666		(5)	12/12/2031	Common Stock	86,666	$0	86,666	D

Explanation of Responses:

1. 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.

2. This transaction was executed in multiple trades at prices ranging from $26.19 to $27.15 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.

3. On June 8, 2025, the Issuer effected a one-for-fifteen reverse stock split of its common stock (the "Reverse Stock Split"). All amounts of securities listed herein have been adjusted to reflect the effect of the Reverse Stock Split.

4. These stock options were granted on December 13, 2023 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 three years from the date of grant.

5. The Organization and Compensation Committee of the Board of Directors of the Issuer determined on July 17, 2025 that the performance-based vesting requirement for these stock options was satisfied and these stock options vested on August 19, 2025 (subject to remaining time-based vesting requirements).

	Mark A. Wilson	08/21/2025
	** 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.
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FAQ

Who filed the Form 4 for NKTR?

The report was filed by Robin W. Howard, President & CEO and a director of Nektar Therapeutics (NKTR).

What securities did the insider sell and why?

The insider sold 1,573 shares of common stock to cover required tax withholding; the sale was reported as non-discretionary.

What option activity was reported for NKTR?

The insider exercised 86,666 stock options (strike price $0.50) that vested after the committee certified performance-based vesting; underlying shares expire on December 12, 2031.

How many shares does the insider beneficially own after these transactions?

The filing reports the insider beneficially owns 69,340 shares directly and 28 shares indirectly through a spouse (amounts adjusted for a reverse split).

Did the Form 4 reflect any discretionary large-scale selling by the insider?

No. The reported sale of 1,573 shares was described as to satisfy tax withholding and not a discretionary trade.