[Form 4] Nektar Therapeutics Insider Trading Activity

Rhea-AI Filing Summary

Jonathan Zalevsky, Chief R&D Officer of Nektar Therapeutics (NKTR), reported transactions on 08/19/2025. He sold 725 shares to cover tax withholding from RSU vesting at a weighted average price of $26.59 (trades ranged $26.19–$27.15). After that sale he beneficially owned 19,668 shares. The filing also reports an acquisition/vesting event for 16,666 stock options (exercise price $0.50) recorded as acquired on 08/19/2025; those options correspond to 16,666 underlying common shares and are shown as directly beneficially owned following the transaction. The filing notes a one-for-fifteen reverse stock split effective 06/08/2025 and explains the option grant and vesting timing from the 12/13/2023 award.

Positive

• Transparency: Filing discloses weighted average sale price and offers to provide full trade details upon request.
• Compensation alignment: Vesting and option grant details show continued equity-based alignment with management.

Negative

• Limited market signal: Sale was for tax withholding, not necessarily liquidity planning, which provides limited insight into insider sentiment.

Insights

Securities Analyst

TL;DR: Insider sold a small number of shares to satisfy tax withholding after RSU vesting and recognized newly vested options; ownership remained substantial.

The sale of 725 shares appears to be a non-discretionary sale to satisfy tax obligations tied to RSU vesting rather than a market-timed disposition. The weighted average sale price was reported as $26.59 with trades between $26.19 and $27.15. The report also records the vesting/event that resulted in 16,666 stock options being reported as acquired on 08/19/2025, with an exercise price of $0.50 and 16,666 underlying shares listed as directly owned following the transaction. The filing discloses the company’s 1-for-15 reverse split effective 06/08/2025, which adjusted reported amounts. For investors, this is a routine Section 16 reporting of compensation-related transactions rather than a signal of corporate change.

Corporate Governance Expert

TL;DR: Transaction is compensation-related; documentation clarifies tax withholding sale and vesting, consistent with internal equity plan mechanics.

The Form 4 documents a tax-withholding share sale tied to RSU vesting and the satisfaction of performance-based vesting for options granted in 2023. The filer states the performance condition was certified on 07/17/2025 and options vested on 08/19/2025 subject to time-based vesting. The reporting is transparent about the weighted average sale price and offers to provide detailed trade-by-trade information if requested. This is standard practice under equity compensation programs and complies with disclosure expectations under Section 16.

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
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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^*

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)
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		725(1)	D	$26.59(2)	19,668(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(4)	$0.5	08/19/2025		A		16,666		(5)	12/12/2031	Common Stock	16,666	$0	16,666	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.
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 did NKTR insider Jonathan Zalevsky do on 08/19/2025?

He sold 725 shares to cover RSU tax withholding and reported the acquisition/vesting of 16,666 stock options on that date.

At what price were the sold shares executed?

The sale was executed at a weighted average price of $26.59, with individual trades ranging from $26.19 to $27.15.

How many NKTR shares does Jonathan Zalevsky beneficially own after the transaction?

The filing reports he beneficially owned 19,668 shares following the reported sale.

What is the exercise price and amount of the options reported?

The reported stock options have an exercise/conversion price of $0.50 and 16,666 options/underlying shares are noted as acquired.

Did any corporate action affect the reported amounts?

Yes. A one-for-fifteen reverse stock split effective 06/08/2025 adjusted all amounts reported in the Form 4.