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

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Instil Bio director Neil W. Gibson received a stock option grant as compensation. The award covers 6,500 shares of common stock at an exercise price of $7.93 per share and expires on June 10, 2036. The option vests in 12 monthly installments starting July 11, 2026, with accelerated vesting upon the next annual stockholder meeting, death, disability, or a change in control, if he remains in continuous service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gibson Neil W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	0	$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 Expiration date: June 10, 2036 +2 more

5 metrics

Option grant size 6,500 shares Underlying common stock for new stock option award

Exercise price $7.93 per share Stock option strike price

Expiration date June 10, 2036 Option term end date

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

Vesting schedule length 12 months Monthly vesting installments starting July 11, 2026

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 through the vesting dates"

Equity Incentive Plan financial

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

"will also 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

"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 - 02:38 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^*

Gibson Neil W

(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		0		⁽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 Neil W Gibson	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 did Instil Bio (TIL) director Neil W. Gibson receive in this Form 4 filing?

Neil W. Gibson received a stock option grant for 6,500 shares of Instil Bio common stock. The award is a compensation-related grant, not an open-market purchase or sale, and gives him the right to buy shares at a fixed exercise price.

What is the exercise price and term of Neil W. Gibson’s Instil Bio (TIL) stock options?

The granted stock options have an exercise price of $7.93 per share and expire on June 10, 2036. This long-dated option term provides a multi-year window for potential exercise, subject to vesting and continued service conditions described in the grant.

How do Neil W. Gibson’s Instil Bio (TIL) options vest under this grant?

The option vests in 12 substantially equal monthly installments starting July 11, 2026, contingent on continuous service. Any unvested portion will fully vest at the next annual stockholder meeting, or upon death, disability, or a change in control, if service continues to those dates.

Does this Instil Bio (TIL) Form 4 show insider buying or selling in the market?

No, the Form 4 reports a grant of stock options as compensation, coded as an acquisition (A), not an open-market transaction. There are no reported purchases or sales of common stock in the market associated with this filing.

How many Instil Bio (TIL) derivative securities does Neil W. Gibson hold after this grant?

Following the grant, Gibson is reported as holding 6,500 stock options related to Instil Bio common stock. These options represent potential future share ownership if exercised, rather than currently held common shares.