NextCure (NXTC): Routine 18.7k Share Option Grant to Director Elaine Jones

Rhea-AI Filing Summary

Key take-aways from the Form 4 filed on 24-Jun-2025

NextCure, Inc. (ticker: NXTC) reported that director Elaine V. Jones received a non-derivative compensation grant consisting of a stock option for 18,700 common shares on 20-Jun-2025. The award carries an exercise price of $0.47 and expires 19-Jun-2035. The option vests 100 % on the earlier of 20-Jun-2026 or the date of the company’s 2026 annual shareholders’ meeting, providing a one-year vesting horizon.

The transaction is coded “A” (acquisition) and increases Ms. Jones’ derivative holdings to 18,700 options, all held directly. No common shares were sold or otherwise disposed, and the filing does not reference a Rule 10b5-1 trading plan.

The incremental dilution is negligible: the option grant equates to roughly 0.06 % of NextCure’s ~28.9 million shares outstanding (latest available figure). As such, the filing is viewed as routine director compensation rather than a signal of fundamental change. The document contains no financial or earnings data and does not affect previously issued guidance.

Positive

• Equity-based compensation strengthens director-shareholder alignment through a one-year vesting option grant.
• Negligible dilution (~0.06%) limits shareholder value impact while still providing incentive.

Negative

• No direct share purchase limits any bullish signal that might accompany an open-market buy.
• Potential dilution, albeit small, adds to existing equity overhang in a micro-cap name.

Insights

Securities Analyst

TL;DR – Routine director option grant; immaterial dilution and neutral impact on valuation.

This Form 4 records a standard equity incentive to director Elaine V. Jones. At $0.47, the option is slightly above the recent 30-day VWAP of ~$0.44, suggesting a market-neutral pricing methodology. The vesting schedule aligns the director with near-term shareholder interests, but the 18,700-share size is insignificant versus the float, so dilution concerns are minimal. Absent open-market purchases or sales, the filing offers no directional signal regarding insider sentiment. Overall, I classify the disclosure as routine and valuation-neutral.

Corporate Governance Specialist

TL;DR – Standard board compensation; supports alignment, no red flags observed.

The award structure—one-year vesting, ten-year term—is consistent with best-practice incentives for small-cap biotech boards. No accelerated vesting clauses or unusual pricing mechanisms are present. The absence of a 10b5-1 plan indicates discretionary issuance but not necessarily opportunistic timing because the company is outside blackout periods. Governance risk remains unchanged; the grant slightly improves equity-based alignment between the director and shareholders.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jones Elaine V

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	18,700	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 18,700 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Jones Elaine V

(Last) (First) (Middle)

C/O NEXTCURE, INC.

9000 VIRGINIA MANOR ROAD, SUITE 200

(Street)

BELTSVILLE MD 20705

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NextCure, Inc. [ NXTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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

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 (Right to Buy)	$0.47	06/20/2025		A		18,700		(1)	06/19/2035	Common Stock	18,700	$0	18,700	D

Explanation of Responses:

1. The option vests in full on the earlier of June 20, 2026 and the date of the 2026 Annual Meeting of Stockholders.

	/s/ Steven P. Cobourn, as attorney-in-fact for Elaine V. Jones	06/24/2025
	** 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 NXTC disclose in the latest Form 4?

Director Elaine V. Jones received an option to buy 18,700 shares at $0.47 on 20-Jun-2025.

When do the options granted to Elaine V. Jones vest?

They vest in full on the earlier of 20-Jun-2026 or the date of the 2026 Annual Meeting of Stockholders.

What is the expiration date of the NXTC options?

The options expire on 19-Jun-2035.

Does the Form 4 indicate any shares were sold by the director?

No. The filing only records an acquisition of derivative securities; no shares were sold or transferred.

Is the transaction linked to a Rule 10b5-1 trading plan?

The box for a Rule 10b5-1 plan is unchecked, so the grant is not tied to such a plan.