Instil Bio (TIL) director awarded stock options for 6,500 shares at $7.93

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Instil Bio director R. Kent McGaughy Jr received a stock option grant covering 6,500 shares of common stock at an exercise price of $7.93 per share. The option vests in 12 substantially equal monthly installments starting on July 11, 2026, with any unvested portion vesting in full at the next annual stockholder meeting or upon death, Disability, or a Change in Control, subject to continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McGaughy R Kent Jr

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	6,500	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 6,500 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

Option grant size: 6,500 shares Exercise price: $7.93 per share Post-grant derivative holdings: 6,500 options +2 more

5 metrics

Option grant size 6,500 shares Stock Option (Right to Buy) granted to director

Exercise price $7.93 per share Conversion or exercise price of stock option

Post-grant derivative holdings 6,500 options Total derivative securities following transaction

Option expiration June 10, 2036 Expiration date of stock option award

Vesting start date July 11, 2026 Commencement of 12 monthly vesting installments

Key Terms

Stock Option (Right to Buy), Continuous Service, Equity Incentive Plan, Change in Control, +1 more

5 terms

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

Continuous Service financial

"subject to the Reporting Person's Continuous Service as defined in the Plan"

Equity Incentive Plan financial

"defined in the company's 2021 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Change in Control financial

"vest in full in the event of the Reporting Person's death, Disability or upon a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Disability financial

"vest in full in the event of the Reporting Person's death, Disability or upon a Change in Control"

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Form 4 Insider Transactions: What Each Field Means →

06/12/2026 - 02:40 PM

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^*

McGaughy R Kent Jr

(Last)

(First)

(Middle)

C/O INSTIL BIO, INC.

3963 MAPLE AVENUE, SUITE 350

(Street)

DALLAS

TEXAS

75219

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Instil Bio, Inc. [ TIL ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.93	06/11/2026		A		6,500		⁽¹⁾	06/10/2036	Common Stock	6,500	$0	6,500	D

Explanation of Responses:

1. The option will vest in 12 substantially equal monthly installments commencing on July 11, 2026, subject to the Reporting Person's Continuous Service (as defined in the company's 2021 Equity Incentive Plan, the "Plan") through the vesting dates. Any portion of the option not vested on the date of the next annual stockholder meeting will vest in full, subject to the Reporting Person's Continuous Service through such date. The option will also vest in full in the event of the Reporting Person's death, Disability (as defined in the Plan) or upon a Change in Control (as defined in the Plan).

Remarks:

	/s/ Sandeep Laumas, M.D. Attorney-in-Fact for R Kent Jr McGaughy	06/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Instil Bio (TIL) report in this Form 4?

Instil Bio reported a grant of stock options to director R. Kent McGaughy Jr for 6,500 shares of common stock at a $7.93 exercise price, vesting over time subject to his continued service with the company.

How many Instil Bio (TIL) shares are covered by the new option grant?

The option grant covers 6,500 shares of Instil Bio common stock. These are not purchased shares but rights to buy stock in the future at $7.93 per share, subject to vesting conditions.

What is the exercise price of the Instil Bio (TIL) option granted to McGaughy?

The stock option has an exercise price of $7.93 per share. This means the director can buy Instil Bio common stock at $7.93 once the option vests and subject to continued service conditions.

When do the new Instil Bio (TIL) options start vesting for McGaughy?

The option begins vesting on July 11, 2026, in 12 substantially equal monthly installments. Vesting is conditioned on the director’s Continuous Service under Instil Bio’s 2021 Equity Incentive Plan through the respective vesting dates.

Under what circumstances do McGaughy’s Instil Bio (TIL) options fully vest early?

Any unvested portion will vest in full at the next annual stockholder meeting if he remains in Continuous Service and will also fully vest upon his death, Disability, or a Change in Control as defined in Instil Bio’s 2021 Equity Incentive Plan.