[Form 4] Nurix Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nurix Therapeutics (NRIX) reported an insider transaction by its Chief Scientific Officer on Form 4. On 10/30/2025, multiple restricted stock unit (RSU) vestings were settled into common stock, including 3,207; 2,000; 3,750; and 2,858 shares at $0 per share. The insider also sold 4,087 shares at a weighted average price of $12.7967 to satisfy tax withholding via a mandated “sell to cover.” Following these transactions, the insider directly owned 76,751 shares.

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^*

Hansen Gwenn

(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 Scientific 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		3,207	A	$0	72,230	D
Common Stock	10/30/2025		M		2,000	A	$0	74,230	D
Common Stock	10/30/2025		M		3,750	A	$0	77,980	D
Common Stock	10/30/2025		M		2,858	A	$0	80,838	D
Common Stock	10/30/2025		S(1)		4,087	D	$12.7967(2)	76,751	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			3,207	(4)	(5)	Common Stock	3,207	$0	3,207	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 Gwenn Hansen	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 CSO report on Form 4?

Vesting and settlement of RSUs into common stock on 10/30/2025, plus a sale of shares to cover tax withholding.

How many NRIX shares were sold and at what price?

4,087 shares were sold at a weighted average price of $12.7967, within a range of $12.68 to $12.89.

Why were the NRIX shares sold?

The sale was mandated to cover tax withholding obligations related to RSU vesting under a “sell to cover” election.

How many NRIX shares does the insider own after the transactions?

Direct ownership totaled 76,751 shares following the reported transactions.

What RSU amounts vested into NRIX common stock?

RSUs settled into common stock in amounts of 3,207; 2,000; 3,750; and 2,858 shares, each at $0 per share.

What do NRIX RSUs represent?

Each RSU represents a contingent right to receive one share of NRIX common stock.

What are the noted NRIX RSU vesting schedules?

Schedules include quarterly vesting over four years starting 04/30/2022 and 1/12 quarterly vesting over three years beginning 07/30/2023, 07/30/2024, and 07/30/2025.