[144] Instil Bio, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for Instil Bio, Inc. (TIL) reporting a proposed sale of common stock. The filing discloses a brokered sale through Morgan Stanley Smith Barney LLC on NASDAQ of 30,000 shares with an aggregate market value of $701,595, against total outstanding shares of 6,750,716. The securities were acquired and are proposed to be sold on 09/10/2025 following a stock option exercise, with payment made in cash on the acquisition date. The filer reports no other securities sold in the past three months and includes the required representation about material non-public information.

Insights

Securities Analyst

TL;DR: Insider exercised options and proposes to sell 30,000 shares (~$701.6k), a routine disclosure with limited immediate market impact.

The filing documents a single proposed sale of 30,000 common shares on 09/10/2025 via Morgan Stanley Smith Barney LLC, following a same-day stock option exercise paid in cash. Relative to the reported 6,750,716 shares outstanding, the proposed sale represents approximately 0.44% of outstanding shares, which is small in absolute and percentage terms. The notice also states there were no shares sold in the prior three months, suggesting this is an isolated transaction rather than ongoing disposal. As a Form 144, it simply provides regulatory notice of intent to sell; it does not confirm execution or provide economic motives.

Corporate Governance Expert

TL;DR: Compliance filing meets Rule 144 disclosure requirements; no material governance concerns evident from the notice alone.

The filer certifies lack of undisclosed material information and provides standard transaction details: acquisition by stock option exercise, cash payment, broker identity, and planned sale date. The absence of prior three-month sales is noted. Because Form 144 is procedural, it does not reveal party identity in this excerpt nor indicate any change in control or governance actions. From a governance perspective, the filing demonstrates adherence to disclosure protocol but does not supply further context on insider intent or company-level implications.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	30000	701595.00	6750716	09/10/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/10/2025	Stock Option Exercise	Issuer			30000	09/10/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Instil Bio (TIL) report in this Form 144?

The filing reports a proposed sale of 30,000 common shares with aggregate market value $701,595 to be executed via Morgan Stanley Smith Barney LLC on 09/10/2025.

How were the 30,000 shares acquired according to the filing?

The shares were acquired on 09/10/2025 through a stock option exercise, with payment made in cash the same day.

Does the Form 144 show prior sales by the filer in the past three months?

No. The filing states Nothing to Report for securities sold during the past three months by the person for whose account the securities are to be sold.

Which broker and exchange are listed for the proposed sale?

The broker is Morgan Stanley Smith Barney LLC and the named exchange is NASDAQ.

What proportion of outstanding shares does the proposed sale represent?

Based on the filing's 6,750,716 shares outstanding, the proposed sale of 30,000 shares represents approximately 0.44% of outstanding shares.