Instil Bio (TIL) replaces Deloitte with RSM as independent auditor

Rhea-AI Filing Summary

Instil Bio, Inc. is changing its independent auditor. The Audit Committee appointed RSM US LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing Deloitte & Touche LLP, which was dismissed effective April 1, 2026.

Deloitte’s reports on the 2024 and 2025 consolidated financial statements contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements with Deloitte on accounting, disclosure, or audit scope, and no reportable events. Instil Bio also states it has not previously consulted RSM on accounting matters described in Regulation S‑K Item 304(a)(2).

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor appointment date: April 1, 2026 Deloitte dismissal effective date: April 1, 2026 Audit report years by Deloitte: 2024 and 2025 +3 more

6 metrics

Auditor appointment date April 1, 2026 RSM US LLP appointed as independent registered public accounting firm

Deloitte dismissal effective date April 1, 2026 Deloitte & Touche LLP dismissed as independent auditor

Audit report years by Deloitte 2024 and 2025 Fiscal years for which Deloitte issued audit reports without adverse opinions

New audit period Fiscal year ending December 31, 2026 Period for which RSM will serve as independent auditor

Deloitte SEC letter date April 3, 2026 Date of Deloitte letter filed as Exhibit 16.1

Common Stock par value $0.000001 per share Par value of Instil Bio common stock listed on Nasdaq

Key Terms

independent registered public accounting firm, reportable events, Item 304(a)(1)(v) of Regulation S-K, Emerging growth company, +1 more

5 terms

independent registered public accounting firm financial

"approved the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K)"

Item 304(a)(1)(v) of Regulation S-K regulatory

"reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K)"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

FALSE000178976900017897692026-04-012026-04-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2026

Instil Bio, Inc.

(Exact name of registrant as specified in its Charter)

 

Delaware			001-40215			83-2072195
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

 

3963 Maple Avenue, Suite 350 Dallas, Texas						75219
(Address of Principal Executive Offices)						(Zip Code)

(972) 499-3350

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.000001 par value

TIL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Item 4.01 Changes in Registrant’s Certifying Accountant.

On April 1, 2026, the Audit Committee of the Board of Directors of Instil Bio, Inc. (the “Company”) approved the appointment of RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This action resulted in the replacement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, which the Audit Committee dismissed effective April 1, 2026.

The reports of Deloitte on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the fiscal years ended December 31, 2025 and 2024, and in the subsequent period through April 1, 2026, there were no disagreements with Deloitte on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the fiscal years ended December 31, 2025 and 2024, or in the subsequent period through April 1, 2026.

The Company has provided a copy of the foregoing disclosures to Deloitte and requested that Deloitte furnish it with a letter addressed to the Securities and Exchange Commission stating whether Deloitte agrees with the above statements. A copy of Deloitte’s letter, dated April 3, 2026, is filed as Exhibit 16.1 to this Form 8-K.

During the two most recent fiscal years and in the subsequent interim period through April 1, 2026, neither the Company nor anyone on its behalf has consulted with RSM with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.						Description
16.1						Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated April 3, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Instil Bio, Inc.

Date:

April 3, 2026

By:

/s/ Sandeep Laumas, M.D.

Sandeep Laumas, M.D.

Chief Financial Officer and Chief Business Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What auditor change did Instil Bio (TIL) disclose?

Instil Bio’s Audit Committee appointed RSM US LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. This replaces Deloitte & Touche LLP, which was dismissed effective April 1, 2026, following its audits of the 2024 and 2025 financial statements.

Were there disagreements between Instil Bio (TIL) and Deloitte?

Instil Bio states there were no disagreements with Deloitte on accounting principles, financial statement disclosure, or auditing scope and procedures for 2024 and 2025, or through April 1, 2026. No issues arose that would have led Deloitte to reference a dispute in its audit reports.

Did Deloitte issue any adverse opinions on Instil Bio (TIL) financials?

Deloitte’s reports on Instil Bio’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2025 did not contain adverse opinions, disclaimers of opinion, or qualifications. The reports were not modified for uncertainty, audit scope, or accounting principles during those years.

Were there any reportable events related to Instil Bio’s (TIL) auditor change?

The company reports no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S‑K during the fiscal years ended December 31, 2024 and 2025, or in the period through April 1, 2026. This indicates no noted concerns about internal controls or related matters.

Did Instil Bio (TIL) previously consult RSM before appointing it auditor?

Instil Bio states that during the two most recent fiscal years and through April 1, 2026, neither the company nor anyone on its behalf consulted RSM on applying accounting principles, potential audit opinions, or other matters covered by Regulation S‑K Item 304(a)(2)(i) or (ii).

What document did Deloitte provide to support Instil Bio’s (TIL) disclosure?

Instil Bio requested that Deloitte provide a letter to the Securities and Exchange Commission stating whether it agrees with the company’s description of their relationship. Deloitte’s response, dated April 3, 2026, is included as Exhibit 16.1, supporting the disclosure about the auditor transition.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB