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Nkarta (NASDAQ: NKTX) reports 37,000-share option grant tied to RA Capital

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

Rhea-AI Filing Summary

Nkarta, Inc. reported a Form 4 showing a compensation-related stock option grant connected to RA Capital–affiliated entities. An option over 37,000 shares of common stock was awarded with a $2.46 exercise price, vesting 100% on June 10, 2027 or before the first annual stockholder meeting after grant, with accelerated vesting upon a change in control, death, or disability. The option is held by Dr. Scheiner for the benefit of RA Capital Healthcare Fund LP and RA Capital Nexus Fund LP, and the reporting persons disclaim beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund, L.P., Kolchinsky Peter, Shah Rajeev M.
Role null | null | null | null | null
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 37,000 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 37,000 shares (Indirect, See Footnotes)
Footnotes (1)
  1. All shares subject to the option vest 100% on the first to occur of (i) June 10, 2027 or (ii) the day immediately preceding the first annual meeting of the Issuer's stockholders to occur after the date of grant of the award, subject to Dr. Scheiner's continued service through the applicable vesting date. Each grant, to the extent outstanding and otherwise unvested, will become fully vested should a "change in control" of the Issuer occur (as described in the applicable award agreement) or upon the Dr. Scheiner's separation from service with the Issuer due to the his death or "disability" (as described in the applicable award agreement). RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Under Dr. Scheiner's arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Option size 37,000 shares Stock Option (right to buy) underlying common stock
Exercise price $2.46 per share Conversion or exercise price of the option
Expiry June 9, 2036 Option expiration date
Shares after grant 37,000 options Total derivative securities following transaction
Vesting date June 10, 2027 Full vesting or earlier before first annual meeting after grant
Stock Option (right to buy) financial
"security_title: Stock Option (right to buy)"
beneficial ownership financial
"disclaims beneficial ownership of any of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its or his respective pecuniary interest therein"
change in control financial
"will become fully vested should a "change in control" of the Issuer occur"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
disability financial
"upon the Dr. Scheiner's separation from service with the Issuer due to the his death or "disability""
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Form 4 Insider Transactions: What Each Field Means →
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*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Nkarta, Inc. [ NKTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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
Stock Option (right to buy)$2.4606/10/2026A37,000 (1)06/09/2036Common Stock37,000$037,000ISee Footnotes(2)(3)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last)(First)(Middle)
RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. All shares subject to the option vest 100% on the first to occur of (i) June 10, 2027 or (ii) the day immediately preceding the first annual meeting of the Issuer's stockholders to occur after the date of grant of the award, subject to Dr. Scheiner's continued service through the applicable vesting date. Each grant, to the extent outstanding and otherwise unvested, will become fully vested should a "change in control" of the Issuer occur (as described in the applicable award agreement) or upon the Dr. Scheiner's separation from service with the Issuer due to the his death or "disability" (as described in the applicable award agreement).
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund, L.P. (the "Nexus Fund"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
3. Under Dr. Scheiner's arrangement with the Adviser, Dr. Scheiner holds the option for the benefit of the Fund and the Nexus Fund. Dr. Scheiner is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Remarks:
Dr. Zachary Scheiner, a Principal of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.06/11/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC the General Partner of RA Capital Healthcare Fund, L.P.06/11/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund GP, LLC the General Partner of RA Capital Nexus Fund, L.P.06/11/2026
/s/ Peter Kolchinsky, individually06/11/2026
/s/ Rajeev Shah, individually06/11/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Nkarta (NKTX) disclose in this Form 4?

Nkarta disclosed a grant of a stock option over 37,000 shares of common stock linked to RA Capital–affiliated entities. The grant is compensation-related, not an open-market trade, and carries an exercise price of $2.46 per share with specified vesting terms.

What are the key terms of the 37,000-share stock option reported for Nkarta (NKTX)?

The option covers 37,000 shares of Nkarta common stock at a $2.46 exercise price. It vests 100% on June 10, 2027 or the day before the first annual stockholder meeting after grant, with full acceleration upon a qualifying change in control, death, or disability.

Who ultimately benefits from the Nkarta (NKTX) stock option granted to Dr. Scheiner?

Under Dr. Scheiner’s arrangement with RA Capital Management, he holds the option for the benefit of RA Capital Healthcare Fund LP and RA Capital Nexus Fund LP. Any net cash or stock from exercise must be turned over to the adviser to offset advisory fees owed.

Do the RA Capital reporting persons claim beneficial ownership of the Nkarta (NKTX) option?

RA Capital Management, its general partner, RA Capital Healthcare Fund LP, RA Capital Nexus Fund LP, Dr. Peter Kolchinsky, and Mr. Rajeev Shah each disclaim beneficial ownership of the reported option and underlying common stock, except to the extent of any respective pecuniary interest.

When does the Nkarta (NKTX) option for 37,000 shares become fully vested?

All shares subject to the option become fully vested on the earlier of June 10, 2027 or the day immediately before the first annual stockholder meeting after the grant date, provided Dr. Scheiner continues in service. Certain events like change in control can accelerate vesting.

What happens to the Nkarta (NKTX) option upon a change in control, death, or disability?

If Nkarta undergoes a qualifying change in control, or if Dr. Scheiner’s service ends due to death or disability, the option becomes fully vested to the extent it remains outstanding and unvested, as described in the applicable award agreement’s change in control and disability provisions.