NRIX CFO files Form 4: RSU conversions and tax sell-to-cover

Rhea-AI Filing Summary

Nurix Therapeutics (NRIX) Form 4: Chief Financial Officer Hans van Houte reported RSU-to-share conversions and a tax-related sale on 10/30/2025. Multiple RSU tranches converted to common stock at no cost: 2,886, 2,000, 3,750, and 2,858 shares. To cover withholding taxes tied to these vestings, he executed a mandated “sell-to-cover” of 3,130 shares at a weighted average price of $12.7967.

Following these transactions, he beneficially owned 43,876 shares of common stock directly. The RSUs vest quarterly under existing schedules, and each RSU represents the right to receive one share upon vesting.

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^*

van Houte Hans

(Last) (First) (Middle)

C/O NURIX THERAPEUTICS, INC.

1700 OWENS STREET, SUITE 205

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nurix Therapeutics, Inc. [ NRIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

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	10/30/2025		M		2,886	A	$0	38,398	D
Common Stock	10/30/2025		M		2,000	A	$0	40,398	D
Common Stock	10/30/2025		M		3,750	A	$0	44,148	D
Common Stock	10/30/2025		M		2,858	A	$0	47,006	D
Common Stock	10/30/2025		S(1)		3,130	D	$12.7967(2)	43,876	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
Restricted Stock Units	$0(3)	10/30/2025		M			2,886	(4)	(5)	Common Stock	2,886	$0	2,887	D
Restricted Stock Units	$0(3)	10/30/2025		M			2,000	(6)	(5)	Common Stock	2,000	$0	4,000	D
Restricted Stock Units	$0(3)	10/30/2025		M			3,750	(7)	(5)	Common Stock	3,750	$0	22,500	D
Restricted Stock Units	$0(3)	10/30/2025		M			2,858	(8)	(5)	Common Stock	2,858	$0	28,584	D

Explanation of Responses:

1. The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

2. Represents the weighted average sale price. The lowest price at which shares were sold was $12.68 and the highest price at which shares were sold was $12.89. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

4. The RSUs will vest in substantially equal increments quarterly over four years, with the first quarterly increment vesting on April 30, 2022, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.

5. RSUs do not expire; they either vest or are canceled prior to the vest date.

6. The RSUs will vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2023, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

7. The RSUs will vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2024, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

8. The RSUs will vest as to 1/12 of the total award quarterly over three years, with the first quarterly increment vesting on July 30, 2025, subject to the Reporting Person's provision of services to the Issuer on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

Remarks:

	/s/ Daniel Burbach, as Attorney-in-Fact for Hans van Houte	10/30/2025
	** 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 NRIX’s CFO report on 10/30/2025?

He reported RSU conversions to common stock and a mandated tax-related sale of shares on 10/30/2025.

How many NRIX shares did the CFO sell and at what price?

He sold 3,130 shares at a weighted average price of $12.7967.

Why were NRIX shares sold by the CFO?

Per the company’s equity plan, shares were sold to cover tax withholding obligations from RSU vesting via a required “sell to cover” transaction.

How many NRIX common shares does the CFO own after the transactions?

He directly owned 43,876 common shares after the reported transactions.

Which RSU amounts converted to NRIX common stock?

RSU tranches converting were 2,886, 2,000, 3,750, and 2,858 shares, each at $0 exercise.

Do NRIX RSUs expire?

RSUs do not expire; they vest or are canceled prior to the vest date.

What are the NRIX RSU vesting schedules mentioned?

Vesting occurs quarterly, including over four years starting 4/30/2022, and over three years starting 7/30/2023, 7/30/2024, and 7/30/2025.