[Form 4] NEKTAR THERAPEUTICS Insider Trading Activity

Rhea-AI Filing Summary

Nektar Therapeutics reported insider equity activity for its Chief R&D Officer on a Form 4. On November 21, 2025, the officer acquired 2,666 shares of common stock at $0 as restricted stock units vested under the company’s 2017 Performance Incentive Plan, after the compensation committee determined the performance-based condition had been met.

On November 25, 2025, the officer sold 1,157 shares of common stock at a weighted average price of $54.28, solely to cover tax withholding obligations from the RSU vesting, and not as a discretionary trade. Following these transactions, the officer directly held 18,971 shares of common stock. In addition, a stock option for 4,766 shares with a $281.25 exercise price, originally granted in 2020 under the same plan, also became fully vested on November 21, 2025.

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

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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^*

Zalevsky Jonathan

(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 R&D 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		2,666	A	$0	20,128	D
Common Stock	11/25/2025		S		1,157(3)	D	$54.28(4)	18,971	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(5)	$281.25	11/21/2025		A		4,766		(6)	12/17/2028	Common Stock	4,766	$0.00	4,766	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. 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.

4. 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.

5. 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.

6. 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.

FAQ

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

The Chief R&D Officer reported the vesting of 2,666 RSU-based common shares on November 21, 2025 and the sale of 1,157 shares on November 25, 2025 to cover tax withholding.

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

After the reported transactions, the officer directly owns 18,971 shares of Nektar Therapeutics common stock.

Why were 1,157 Nektar Therapeutics (NKTR) shares sold by the officer?

The 1,157 shares were sold to satisfy required tax withholding obligations associated with the RSU vesting and are described as not a discretionary trade.

What happened to the restricted stock units (RSUs) reported for Nektar Therapeutics (NKTR)?

RSUs granted on December 18, 2020 under the 2017 Performance Incentive Plan vested on November 21, 2025 after the compensation committee confirmed that the performance-based vesting requirement was satisfied.

What stock options were reported for Nektar Therapeutics (NKTR) on this Form 4?

A stock option for 4,766 shares of common stock with a $281.25 exercise price, granted on December 18, 2020 under the 2017 Plan, became fully vested on November 21, 2025.

Under which plan were the RSUs and options for Nektar Therapeutics (NKTR) granted?

Both the RSUs and the stock options were granted under Nektar’s Amended and Restated 2017 Performance Incentive Plan, with time-based vesting schedules and performance-based conditions.